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                                                                   EXHIBIT 10.23






                                  VELOCOM INC.


                      SUPPLEMENTAL SERIES B PREFERRED STOCK
                               PURCHASE AGREEMENT





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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
1.  Agreement To Sell And Purchase................................................................................1

    1.1 Authorization of Shares ..................................................................................1

    1.2 Sale and Purchase ........................................................................................1

2.  Closing, Delivery And Payment.................................................................................1

    2.1 Closing ..................................................................................................1

    2.2 Certificates; Payment ....................................................................................2

3.  Representations And Warranties Of The Company.................................................................2

    3.1 Organization and Standing. ...............................................................................2

    3.2 Capitalization of the Company ............................................................................2

    3.3 Authority ................................................................................................3

    3.4 Consents and Approvals ...................................................................................4

    3.5 Compliance with Laws .....................................................................................4

    3.6 Trademarks, Patents, Trade Names, etc ....................................................................5

    3.7 Actions Pending ..........................................................................................5

    3.8 Contracts ................................................................................................5

    3.9 Investments in United States Real Property Interests .....................................................6

    3.10 Unrelated Business Taxable Income .......................................................................6

    3.11 Not a Qualified Small Business ..........................................................................6

    3.12 Subsidiaries ............................................................................................7

    3.13 Capitalization of the Company's Subsidiaries ............................................................7

    3.14 Share Ownership .........................................................................................7

    3.15 Financial Statements ....................................................................................7

    3.16 Material Changes ........................................................................................8

    3.17 Title ...................................................................................................8
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
    3.18 Licenses ................................................................................................8

    3.19 Insurance ...............................................................................................8

    3.20 Liabilities .............................................................................................9

    3.21 Taxes ...................................................................................................9

    3.22 Collective Bargaining Agreements, Employment Agreements and Employee Relations ..........................9

    3.23 Employee Benefits ......................................................................................10

    3.24 Recordkeeping Compliance ...............................................................................10

    3.25 Condition of the Companies; Operation of Business in the Ordinary Course ...............................10

    3.26 Y2K Compliance .........................................................................................11

    3.27 Broker's Fees. .........................................................................................11

    3.28 Foreign Corrupt Practices Act ..........................................................................11

    3.29 Offering ...............................................................................................11

    3.30 Spectrum Allocation ....................................................................................11

4.  Representations And Warranties Of The Purchasers.............................................................12

    4.1 Requisite Power and Authority ...........................................................................12

    4.2 Investment Representations ..............................................................................12

    4.3 Broker's Fees ...........................................................................................13

5.  Conditions Precedent To Purchasers' Obligations..............................................................13

    5.1 Conditions to Closing ...................................................................................13

6.  Use of Proceeds..............................................................................................14

7.  Miscellaneous................................................................................................14

    7.1 Governing Law ...........................................................................................14

    7.2 Survival ................................................................................................14

    7.3 Successors and Assigns ..................................................................................14
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
    7.4 Entire Agreement; Amendment and Waiver ..................................................................14

    7.5 Specific Enforcement ....................................................................................15

    7.6 Severability ............................................................................................15

    7.7 Notices .................................................................................................15

    7.8 Counterparts; Facsimile .................................................................................15

    7.9 Future Financings; Purchaser Obligations ................................................................15

8.  Certain Definitions..........................................................................................16
</TABLE>


EXHIBITS:

Exhibit A       Schedule of Purchasers

Exhibit B       Second Amended and Restated Certificate of Incorporation,
                together with Form of Certificate of Amendment

Exhibit C       Form of Warrant Agreement

Exhibit D       Capitalization Chart

Exhibit E       Form of First Amendment to Third Amended and Restated Investors
                Agreement

Exhibit F       Form of Legal Opinion


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<PAGE>   5


                                  VELOCOM INC.

                         SUPPLEMENTAL SERIES B PREFERRED
                  STOCK PURCHASE AGREEMENT (INTEL CORPORATION)

         This Supplemental Series B Preferred Stock Purchase Agreement (this
"Agreement") is entered into as of January 8, 2000, by and among VELOCOM INC., a
Delaware corporation (the "Company"), and each of those persons and entities,
severally and not jointly, whose names are set forth on the Schedule of
Purchasers attached hereto as Exhibit A (collectively the "Purchasers" and
individually a "Purchaser").

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:

1.       AGREEMENT TO SELL AND PURCHASE

         1.1 Authorization of Shares. On or prior to the Closing Date (as
defined in Section 2 below), the Company shall have authorized the sale and
issuance to the Purchasers of (i) the shares (the "Shares") of its Series B
Preferred Stock, $.0001 par value per share (the "Series B Preferred") described
in Section 2 below having the rights, preferences, privileges and restrictions
set forth in the Third Amended and Restated Certificate of Incorporation, as
amended, a copy of which is attached hereto as Exhibit B (the "Certificate of
Incorporation"), and (ii) certain warrants to purchase shares of the Company's
Common Stock, $.0001 par value per share (the "Common Stock") having the terms
and conditions set forth in the form of Warrant Agreement attached hereto as
Exhibit C (the "Warrant Agreement").

         1.2 Sale and Purchase. Subject to the terms and conditions hereof, at
the Closing (as defined in Section 2 below) the Company hereby agrees to issue
and sell to each Purchaser and each Purchaser severally and not jointly agrees
to purchase from the Company, (i) the aggregate number of Shares set forth
opposite such Purchaser's name on Exhibit A and (ii) the number of warrants set
forth opposite such Purchaser's name on Exhibit A (the "warrants"), for the
aggregate purchase price set forth on Exhibit A.

2.       CLOSING, DELIVERY AND PAYMENT

         2.1 Closing. Subject to satisfaction of the conditions to closing set
forth in Section 5, the closing of the sale and purchase of the Shares and
Warrants under this Agreement (the "Closing") shall take place at 9:00 a.m. on
February 11, 2000, at the offices of Holland & Hart LLP, 555 Seventeenth Street,
Suite 3200, Denver, CO 80202 or at such other time or place as the Company and
the Purchasers may mutually agree (such date is hereinafter referred to as the
"Closing Date").

         2.2 Certificates; Payment. On the Closing Date, the Company shall
deliver to each Purchaser (i) a certificate (or certificates in denominations
reasonably designated by Purchaser) representing all of the Shares purchased by
such Purchaser at the Closing


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and (ii) a Warrant Agreement representing the number of Warrants to be purchased
at the Closing by the Purchaser, against payment of the purchase price therefor
by certified check or wire transfer of immediately available funds.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except for the representations and warranties of the Company set forth
in Sections 3.12, 3.13 and 3.14, all representations and warranties made by the
Company pursuant to this Section 3 regarding the Brazilian Companies and the
Acquired Subsidiaries shall be made to the knowledge of the Company. The Company
hereby represents and warrants to each Purchaser as of the date hereof, as
follows:

         3.1 Organization and Standing. Each of the Companies is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation. Each of the Companies has all requisite corporate power and
authority to own and operate its properties and assets and to carry on its
businesses as presently conducted and as presently proposed to be conducted.
Each of the Companies is qualified to do business in each jurisdiction where the
failure to be so qualified would result in a material adverse effect on the
business, operations, assets, prospects or condition (financial or otherwise) of
any of the Companies (a "Material Adverse Effect"). The copies of the Company's
and each Subsidiaries' charter documents and by-laws or other constituent
documents which have been furnished to the Purchasers' special counsel reflect
all amendments made thereto at any time prior to the date of this Agreement and
are correct and complete.

         3.2 Capitalization of the Company. The authorized capital stock of the
Company, immediately prior to the Closing Date, shall consist of (a) one hundred
nine million seven hundred fifty nine thousand four hundred twenty one
(109,759,421) shares of Common Stock, of which (i) one hundred seven million
seven hundred ninety one thousand six hundred sixty seven (107,791,667) will be
designated as Voting Common Stock, eleven million two hundred eighty three
thousand eight hundred twenty six (11,283,826) of which will be issued and
outstanding immediately prior to the Closing Date, and (ii) one million nine
hundred sixty seven thousand seven hundred fifty four (1,967,754) will be
designated as Non-Voting Common Stock, none of which will be issued and
outstanding immediately prior to the Closing Date, and (b) seventy nine million
six hundred thirty four thousand four hundred twenty one (79,634,421) shares of
Preferred Stock, of which (i) thirty-one million (31,000,000) will be designated
as Series A Preferred Stock, thirty million seven hundred six thousand three
hundred thirty-three (30,706,333) of which will be issued and outstanding
immediately prior to the Closing Date, (ii) forty two million six hundred sixty
six thousand six hundred sixty seven (42,666,667) will be designated as Series B
Preferred Stock, of which nineteen million three hundred three thousand seventy
eight (19,303,078) will be issued and outstanding immediately prior to the
Closing Date, and an additional twenty million three hundred ninety five
thousand eight hundred thirty four (20,395,934) shares of which will have been
committed to be


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sold by the Company immediately prior to the Closing Date and (iii) one million
nine hundred sixty seven thousand seven hundred fifty four (1,967,754) will be
designated as Series B-1 Preferred Stock, all of which will be issued and
outstanding immediately prior to the Closing Date. All issued and outstanding
shares of the Company's Common Stock, Series A Preferred Stock, Series B
Preferred Stock and Series B-1 Preferred Stock have been duly authorized,
validly issued and are fully paid and non-assessable. Except for (i) the six
million two hundred thirty three thousand three hundred thirty three (6,233,333)
options outstanding immediately prior to the Closing Date, (ii) the conversion
privileges of the Series A Preferred Stock, Series B Preferred Stock and Series
B-1 Preferred Stock, (iii) the shares of Series B Preferred Stock to be
purchased pursuant to the Series B Preferred Stock Purchase Agreement dated as
of December 6, 1999 among the Company and the Purchasers listed on the Schedule
of Purchasers attached thereto, as amended by Amendment No. 1 thereto, dated as
of December 31, 1999, (iv) the shares of Series B Preferred Stock and Series B-1
Preferred Stock to be purchased pursuant to the Follow-On Series B/B-1 Preferred
Stock Purchase Agreement dated as of December 20, 1999 among the Company and the
Purchasers listed on the Schedule of Purchasers attached thereto, and (v) as
contemplated by this Agreement or in the exhibits or schedules attached hereto,
there will be no options, warrants or other rights to purchase from the Company
any of its equity securities that are outstanding immediately prior to the
Closing Date. The Company will not have in place any stock appreciation rights
or phantom stock plans immediately prior to the Closing Date. A chart showing
the accurate and complete capitalization of the Company immediately prior to and
immediately after the Closing Date is attached hereto as Exhibit D.

         3.3 Authority.


               (a) The Company has full power, right and authority to execute
the Transaction Documents and to perform all of its obligations hereunder and
thereunder. The execution and delivery of the Transaction Documents by the
Company has been, and consummation by the Company of the transactions
contemplated thereby has been, duly authorized by all necessary action of the
Company. The Transaction Documents have been duly and validly executed and
delivered by the Company and constitute the legal, valid, binding and
enforceable obligation of the Company subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
Laws affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). The execution, delivery and performance by the
Company of the Transaction Documents and the consummation of the transactions
contemplated thereby will not (i) conflict with or violate any Contracts or
Permits to which the Companies are a party or bound and, in particular, will not
cause prepayment of any banking or other indebtedness of any of the Companies
and will not otherwise give any other Person the right to accelerate,
renegotiate or terminate or receive any payment and will not constitute a
default, event of default or an event which with the passage of time or lack of
notice, or both, would constitute a default or event of default


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under such Contract, (ii) conflict with or violate any provision of any
applicable Legal Requirement to which any Company is subject, (iii) conflict
with or violate any Judgment applicable to any of the Companies, or (iv)
conflict with, or result in a breach or default under, any term or condition of
the constituent documents of the Companies.

               (b) When issued in compliance with the provisions of this
Agreement and paid for by each Purchaser, the Shares, the Warrants, the shares
of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares")
and the shares of Common Stock issuable upon conversion of the Shares (the
"Conversion Shares"), will be validly issued, fully paid and nonassessable and
will not have been issued in violation of any preemptive rights. The Shares will
have the benefit of the terms and provisions of the Certificate of
Incorporation.

         3.4 Consents and Approvals. Except as set forth on Schedule 3.4, no
consent, license, approval, waiver, expiration of waiting period or
authorization of, or registration or declaration with, any municipal, local,
state, federal, domestic or foreign governmental authority, agency, bureau or
commission, or any other Person (a "Consent"), is required to be obtained or
made by the Companies, in connection with its execution, delivery, performance
of the Transaction Documents and enforceability of its respective obligations
under the Transaction Documents and the transactions contemplated thereby.

         3.5 Compliance with Laws.

               (a) Except as set forth on Schedule 3.5(a), each of the Companies
has been and is currently in compliance in all material respects with all (i)
Environmental Laws, (ii) applicable telecommunications Laws, and (iii) material
Legal Requirements. None of the Companies has received (A) any citations,
notices of violations, complaints, consent orders (or amendments to or
modifications of such orders), compliance schedules or other similar enforcement
orders, or (B) any written notice in any form, including inspection reports,
from any governmental entity or any other Person which in any case would
indicate that there was not then or is not currently such compliance with all
such Legal Requirements.

               (b) Schedule 3.5(b) sets forth an accurate and complete list of
all material Permits which are used or held by each of the Companies in
connection with the operation of its business. The Company represents that (i)
all material Permits of each of the Companies are in full force and effect, (ii)
any applications for renewal of any material Permit due prior to the Closing
have been, or will be, timely filed prior to the Closing, (iii) no proceeding or
other legal action to modify, suspend, revoke, withdraw, terminate or otherwise
limit any such material Permit is pending or, to the knowledge of the Company,
threatened, and (iv) each of the Companies has made all payments required to be
made under all material Permits, including, without limitation, in respect of
any Licenses.


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         3.6 Trademarks, Patents, Trade Names, etc.

               (a) Schedule 3.6 contains a listing of all patents, know-how,
trademarks, trade names, service marks, service names, copyrights and other
intellectual or proprietary property used in the conduct of each of the
Companies' businesses (the "Patent and Trademark Rights"). Except as set forth
on Schedule 3.6, none of the Companies has received any notice from any other
Person challenging the right of any of them to use any such Patent and Trademark
Rights owned or used by or licensed to each of the Companies. The Company has no
knowledge that any Patent and Trademark Right is being infringed upon or
appropriated by others, and none is subject to any outstanding Judgment
affecting the scope of the free and unrestricted use by any of the Companies or
is used contrary to the provisions of any licensing or other agreement. The
Company has no knowledge that there are any geographic restrictions on the use
by any of the Companies of the Patent and Trademark Rights.

               (b) The Companies have not entered into any agreement or
arrangement for the provision or acquisition of any Patent and Trademark Rights.

         3.7 Actions Pending. There is no suit, action, claim, arbitration or
similar proceeding or investigation pending or, to the Company's knowledge,
threatened against any of the Companies (i) which, if adversely resolved, would
be reasonably likely to have a Material Adverse Effect, (ii) with respect to
which there is a reasonable likelihood of a determination which would prevent
the Company from consummating the transactions contemplated by the Transaction
Documents, or (iii) which seeks to enjoin or obtain damages in respect of the
consummation of the transactions contemplated by the Transaction Documents. None
of the Companies is a party to or is bound by any Judgment of any governmental
authority, arbitrator or any other Person. None of the Companies has
compromised, settled or lost any arbitration or judicial or administrative
proceeding.

         3.8 Contracts.

               (a) Schedule 3.8 contains an accurate and complete list of all
Contracts to which any of the Companies is a party or by which any of such
Companies' assets or properties are bound or affected and which (i) involve the
obligation (including contingent obligations) to pay by or to any of such
Companies amounts in excess of US$100,000 in the aggregate in respect of the
Company and the Subsidiaries and amounts in excess of US$1,000,000 in the
aggregate in respect of the Brazilian Companies, (ii) are Contracts with any
stockholder or member or any Affiliate of any stockholder or member, (iii) are
Contracts with governmental entities, or (iv) were not entered into in the
ordinary course of business of any of such Companies.

               (b) All Contracts are valid, binding and enforceable by each of
the respective Companies in accordance with their respective terms and none of
such Companies is in default in any material respect under any of such Contracts
nor, to the


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knowledge of the Company, is there any basis for any valid claim of default or
violation under any Contract. To the knowledge of the Company, no other party to
any of such Contracts is in default in any material respect thereunder nor does
there exist any event or condition, which upon the giving of notice or the lapse
of time or both, would (i) constitute a default in any material respect or event
of default thereunder or (ii) entitle any other party thereto to terminate such
Contract.

               (c) None of the Companies is a party to any Contract containing
an undertaking on its part not to compete in any business, industry or
geographical area except as set forth in the Licenses.

         3.9 Investments in United States Real Property Interests. The Company's
capital stock does not, and the Company shall use its reasonable commercial
efforts to ensure that its capital stock will not, constitute a United States
real property interest as that term is defined in Section 897(c)(1)(A)(ii) of
the Internal Revenue Code of 1986, as amended (the "Code"). The preceding
representation is based on a determination by the Company that the Company is
not and has not been a United States real property holding corporation (as that
term is defined in Section 897(c)(2) of the Code) ("USRPHC") during the five (5)
year period preceding the date of this Agreement. From time to time, upon the
request of any Purchaser, the Company shall make a determination as to its
status as a USRPHC. If at any time in the future the Company should become a
United States real property holding corporation, the Company shall, as promptly
as possible, notify each Purchaser of such change in status.

         3.10 Unrelated Business Taxable Income. The Company shall use its
reasonable commercial efforts to ensure that any gross income derived by a
Purchaser from the Company shall be in the form of dividends, interest, capital
gains and losses from the disposition of property, and rents and royalties, but
only such rents and royalties as are excluded pursuant to Code Sections
512(b)(2) and 512(b)(3), respectively, in calculating unrelated business taxable
income and only such dividends, interest, capital gains and losses, and rents
and royalties that are not included under Section 512(b)(4) of the Code in
calculating unrelated business taxable income.

         3.11 Not a Qualified Small Business. The Company does not qualify as a
"Qualified Small Business" as defined in Section 1202(d) of the Code.

         3.12 Subsidiaries. Schedule 3.12 sets forth the ownership structure of
the Company and its Subsidiaries.

         3.13 Capitalization of the Company's Subsidiaries Schedule 3.13 sets
forth the outstanding capital of each of the Companies (other than the Company),
the number of their authorized and issued shares or equity interests and their
nominal value. All of the shares or equity interests of the Companies (other
than the Company) have been duly authorized, validly issued and are fully paid
and non-assessable. The Companies (other than the Company) have no other shares
or equity interests of any kind authorized or


                                       6
<PAGE>   11


outstanding, no outstanding securities convertible into or exchangeable for or
carrying the right to acquire any equity security of any of the Companies (other
than the Company) and no outstanding options, warrants or other agreements or
commitments under which any of the Companies (other than the Company) are
obligated to issue any additional shares or equity interests. None of the shares
of the Companies (other than the Company) is subject to any Encumbrances except
as set forth on Schedule 3.13.

         3.14 Share Ownership.


               (a) Schedule 3.14(a) sets forth a true and correct list of the
stockholders of the Company, the number of shares owned by the stockholders of
the Company and the percentage ownership represented by each such stockholding.

               (b) Schedule 3.14(b) sets forth a true and complete list of (i)
all stockholders agreements, limited liability company agreements or other
agreements in respect of or relating to the equity interests in the Companies to
which the Company or any of its Subsidiaries is a party, and (ii) all Contracts
relating to the purchase, sale, transfer or other disposition of any securities
or equity interests of any of the Companies to which the Company or any of its
Subsidiaries is a party.

         3.15 Financial Statements. The Company has delivered to each Purchaser
unaudited balance sheets and the related unaudited income statement and retained
earnings statements for the periods set forth therein of (x) the Company at
December 31, 1998 and September 30, 1999, (y) MegaTel do Brasil S.A., Telelatina
Management Company, Smartel S.A., Formus S.A. and Telelatina S.A. at June 30,
1999 and (z) Vesper S.A. at May 31, 1999 (the items referred to in (x), (y) and
(z) are referred to herein collectively as the "Financial Statements"). Except
as may be otherwise noted therein, the Financial Statements present fairly, in
all material respects in accordance with generally accepted accounting
principles then in effect, the financial position of each of the Companies as of
the date set forth therein and the results of operations of each of such
Companies for the periods set forth therein, except that the Financial
Statements (i) do not have all footnotes required by generally accepted
accounting principles and (ii) are subject to normal, year-end adjustments.

         3.16 Material Changes. Except as set forth in the Financial Statements,
since the date of the latest respective Financial Statements (i) there have been
no changes in the business, operations, assets or liabilities of any of the
respective Companies which, individually or in the aggregate, has had or would
be reasonably likely to have, a Material Adverse Effect; (ii) none of such
Companies has made or declared any dividend or declared, made or paid any other
distribution in respect of its capital stock; (iii) none of such Companies has
suffered any casualty which resulted in damage, destruction or loss (whether or
not covered by insurance); and (iv) none of such Companies has suffered any
strike or other work stoppage.


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<PAGE>   12


         3.17 Title. Each of the Companies has (i) with respect to real property
which is leased and used by it in its business, valid and subsisting leasehold
interests and (ii) with respect to the owned or leased personal property and
assets used by it in its business, good title or valid leasehold interests, in
each instance, free and clear of any Encumbrances, except Permitted Encumbrances
or any Encumbrances reflected on the Financial Statements.

         3.18 Licenses.

               (a) Schedule 3.18 sets forth a complete list of all of the
telecommunications licenses held by the Companies (the "Licenses"). Each of the
Licenses listed in Schedule 3.18 was duly authorized, granted and delivered by
the appropriate governmental entity or an instrumentality thereof to such of the
Companies identified in Schedule 3.18 as holding such License and recorded with
the appropriate government entity in accordance with all applicable Legal
Requirements. Each of the Licenses is held by such of the Companies identified
in Schedule 3.18 as holding such License, free and clear of any Encumbrance or
other attachments and duties of any kind except as set forth in the relevant
License. There are no restrictions or limitations on the use of the rights
granted by the Licenses except for those expressly set forth in each of the
Permits, Licenses and applicable Law.

               (b) Since the award of the Licenses, each of the Companies
holding a License has complied in all material respects with the terms and
conditions of the License held by it and with the applicable telecommunications
Laws (including any required build-out deadlines and notice or filing
obligations) and has made all necessary payments required to be made thereunder.
None of the transactions contemplated hereby will result or has resulted in the
termination, modification, suspension or revocation of any License.

         3.19 Insurance. Each of the Companies has in place adequate and
appropriate insurance policies, given its industry and its current stage of
development. None of the Companies has been notified of any cancellation of or
any refusal of any insurance coverage relating to its operations by any
insurance carrier to which it has applied for insurance since its formation.
Each of the Companies is in compliance in all material respects with such
insurance policies and has paid all outstanding premiums when and as due. There
is no pending claim under any insurance policy to which any of the Companies is
an insured or beneficiary or any fact or circumstance reasonably likely to give
rise to such a claim.

         3.20 Liabilities. Except as set forth in the Financial Statements, on
Schedule 3.20, or in the Licenses or Contracts, none of the Companies has
incurred any outstanding material obligation, debt or liability, fixed or
contingent ("Liabilities") to any Person.


                                       8
<PAGE>   13


         3.21 Taxes.

               (a) The Companies have filed all federal, state, departmental,
municipal and foreign Tax returns required by law to be filed by them other than
such filings, the failure of which to have been made, would not reasonably be
likely to result in the imposition of significant penalties on any of the
Companies. Except as set forth on the Financial Statements, and except for taxes
the failure of which to pay would not reasonably be likely to result in the
imposition of significant penalties on any of the Companies, each of the
Companies has paid all such taxes that have already become due and payable. The
provisions shown on the Financial Statements are adequate to reflect any
material amount of unpaid Taxes of the Companies due or to become due with
respect to fiscal periods ended on or before the date of the Financial
Statements. As of the date hereof, there is no claim or assessment pending
against the Company or any of the other Companies, based on a failure to pay
Taxes and no basis exists for any such claim.

               (b) The Company is not aware of and, to the Company's knowledge,
there are no circumstances which, either by passage of time or issuance of an
assessment binding on any of the Companies to pay any Tax or contribution, may
give rise to any type of dispute with any Tax authority in relation to any Tax
obligation or liability.

         3.22 Collective Bargaining Agreements, Employment Agreements and
Employee Relations.

               (a) Except as set forth on Schedule 3.22(a), none of the
Companies has in effect any collective bargaining agreement or employment
agreement which is not terminable at will in accordance with the laws of the
jurisdictions in which it operates. Except as set forth on Schedule 3.22(a),
there are no disputes currently subject to any grievance procedure, arbitration
or litigation under such collective bargaining agreements or employment
agreements nor is there any default under any such agreements, by any of the
Companies or to the knowledge of the Company, any other party thereto.

               (b) Schedule 3.22(b) sets forth all employees and directors of
the Company and their remuneration rates, applicable benefits and the applicable
term of their employment.

         3.23 Employee Benefits.

               (a) Except as set forth on Schedule 3.23, the Companies do not
maintain or contribute to or have any liability with respect to (i) any
incentive, bonus, commission or deferred compensation or severance or
termination pay plan, agreement or arrangement for the benefit of employees
employed by it or any director, (ii) any pension, profit-sharing, stock
purchase, stock option, group life insurance, hospitalization insurance,
disability, retirement or any other employee benefit plan,


                                       9
<PAGE>   14


agreement or arrangement, for the benefit of employees employed by it or any
director or (iii) any fringe benefit plan, agreement or arrangement for the
benefit of employees employed by it or any director (the items referred to in
(i), (ii), and (iii) above are hereinafter referred to collectively as, the
"Plans" and individually as a "Plan").

               (b) There are no scheduled or agreed-upon future increases of
benefit levels for employees employed by any of the Companies, and no increases
in benefits have (i) been proposed by any of the Companies for the benefit of
its employees or any director, (ii) been made the subject of representation or
similar communication by any of the Companies to their employees or directors or
(iii) to the knowledge of the Company, been requested or demanded by employees
employed by any of the Companies under circumstances which make it reasonable to
expect that such increase will be granted.

               (c) Each of the Companies has made all requisite pension and
other governmental and/or social security contributions on its own behalf and on
behalf of its employees and is in compliance in all material respects with all
labor and social security obligations pursuant to the applicable Laws and Legal
Requirements.

         3.24 Recordkeeping Compliance. Except as set forth on Schedule 3.24,
each of the Companies has maintained its books and records and accounts in
accordance with all applicable Legal Requirements, and all corporate and other
documents required to be submitted to relevant federal, state, departmental and
municipal authorities by each of such Companies have been duly and punctually
submitted and have been true and correct in all material respects.

         3.25 Condition of the Companies; Operation of Business in the Ordinary
Course. All of the material equipment, buildings and other assets of each of the
Companies used in connection with the operation of its businesses are in good,
workmanlike condition and fit for use for its intended purpose, ordinary wear
and tear excepted.

         3.26 Y2K Compliance. Each of the Companies has taken steps to verify
from vendors that on and following January 1, 2000, (i) its computer systems and
(ii) equipment containing embedded microchips (including systems and equipment
supplied by others or with which the systems of such Company interface) will
function properly. The cost to each of the Companies of the reasonably
foreseeable consequences of the Year 2000 to the respective company resulting
from the failure of its systems cannot be reasonably expected to have a Material
Adverse Effect. Each of the Companies has complied with the Year 2000
requirements, if any, established by the corresponding authorities.

         3.27 Broker's Fees. Except for any fees owed to Lehman Brothers,
Donaldson Lufkin & Jenrette and TD Securities, for which the Purchasers have no
liability, the Company has not employed any broker, finder, consultant or
intermediary in connection


                                       10
<PAGE>   15


with the transactions contemplated by the Transaction Documents that would be
entitled to a broker's, finder's or similar fee or commission in connection
therewith.

         3.28 Foreign Corrupt Practices Act. The Company represents that (i) it
has not taken any action which is or could be deemed to be a violation of the
Foreign Corrupt Practices Act in respect of any of the Companies; (ii) it is not
aware of any action or conduct which could be deemed to be a violation of the
Foreign Corrupt Practices Act in respect of any of the Companies and (iii) none
of its managers, officers, directors, employees, stockholders, members, agents
or representatives has offered, given, paid, authorized the payment of, or
promised, directly or indirectly, any money, gift, promise or other thing of
value to any Foreign Official (or to any other Person while knowing it will be
offered, given or promised to a Foreign Official) for any purpose including, by
way of example but not limitation, influencing any act or decision of such
Person acting in their official capacity, inducing such Person to do or omit to
do any action in violation of their lawful duty, inducing such Person to use
their influence with the government of the Republic of Argentina, the Republic
of Peru, the Republic of Colombia, the Republic of Venezuela, the Republic of
Uruguay, the Republic of Chile, the Federative Republic of Brazil or any other
government or any instrumentality thereof to affect or influence any act or
decision of such government or instrumentality, in order to assist any of the
Companies or their stockholders or members to obtain or retain business for or
with, or in directing business to, any Person.

         3.29 Offering. Subject to the accuracy of the Purchasers'
representations in Section 4 hereof, the offer, sale and issuance of the Shares,
the Warrants, the Warrant Shares and the Conversion Shares constitute
transactions exempt from the registration requirements of Section 5 of the
Securities Act of 1933, as amended (the "Securities Act") and state Blue Sky
laws.

         3.30 Spectrum Allocation. The spectrum allocation held by or available
for use by each of the Companies is reasonably sufficient to enable such of the
Companies to satisfy its current business plan as presented to the Purchasers
except where the failure to have such allocation will not have a Material
Adverse Effect on such of the Companies; provided that in respect of the
Brazilian Companies, in the event any such Brazilian Company needs additional
spectrum to satisfy its current business plan objectives, the Company reasonably
believes that such spectrum should be available from ANATEL so long as such
Brazilian Company has complied with its existing license obligations.

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser severally and not jointly hereby represents and warrants
to the Company, as of the date hereof, as follows:

         4.1 Requisite Power and Authority. Such Purchaser has all necessary
power and authority under all applicable provisions of law to execute and
deliver this


                                       11
<PAGE>   16


Agreement and to carry out its provisions. All actions on such Purchaser's part
required for the lawful execution and delivery of this Agreement have been or
will be effectively taken prior to the Closing.

         4.2 Investment Representations. Such Purchaser understands that none of
the Shares, the Warrants, the Warrant Shares or the Conversion Shares has been
registered under the Securities Act. Such Purchaser also understands that the
Shares and the Warrants are being offered and sold pursuant to an exemption from
registration contained in the Securities Act based in part upon the Purchaser's
representations contained in this Agreement.

               (a) Purchaser Bears Economic Risk. Such Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Such Purchaser must bear the economic
risk of this investment indefinitely unless the Shares, the Warrants, the
Warrant Shares and/or the Conversion Shares are registered pursuant to the
Securities Act, or an exemption from registration is available. Such Purchaser
understands that the Company has no present intention of registering the Shares,
the Warrants, the Warrant Shares and/or the Conversion Shares or any shares of
its Common Stock. Such Purchaser also understands that there is no assurance
that any exemption from registration under the Securities Act will be available
and that, even if available, such exemption may not allow such Purchaser to
transfer all or any portion of the Shares, the Warrants, the Warrant Shares
and/or the Conversion Shares under the circumstances, in the amounts or at the
times such Purchaser might propose.

               (b) Acquisition for Own Account. Such Purchaser is acquiring the
Shares, the Warrants, the Warrant Shares and/or the Conversion Shares for its
own account for investment only, and not with a view towards their distribution
in violation of applicable securities laws.

               (c) Purchaser Can Protect Its Interest. Such Purchaser represents
that, by reason of its or of its management's business or financial experience,
such Purchaser has the capacity to protect its own interests in connection with
the transactions contemplated in this Agreement.

               (d) Accredited Investor. Such Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

               (e) Company Information. Such Purchaser has had an opportunity to
discuss the Company's business, management and financial affairs with directors,
officers and management of the Company. Such Purchaser has also had the
opportunity to ask questions of, and receive answers from, the Company and its
management regarding the terms and conditions of this investment.


                                       12
<PAGE>   17


               (f) Rule 144. Such Purchaser acknowledges and agrees that the
Shares, the Warrants, the Warrant Shares and/or the Conversion Shares must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Such Purchaser has been
advised or is aware of the provisions of Rule 144 promulgated under the
Securities Act, which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things: the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the security to be sold, the sale being through an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934, as amended) and the
number of shares being sold during any three-month period not exceeding
specified limitations.

         4.3 Broker's Fees. None of the Purchasers has employed any broker,
finder, consultant or intermediary in connection with the transactions
contemplated by the Transaction Documents that would be entitled to a broker's,
finder's or similar fee or commission in connection therewith.

5.       CONDITIONS PRECEDENT TO PURCHASERS' OBLIGATIONS

         5.1 Conditions to Closing. The obligation of each Purchaser to purchase
and pay for the Shares to be delivered to it at the Closing shall be subject to
the satisfaction of the following conditions as of the Closing Date:

               (A) concurrent with the Closing, the Company, the Purchasers and
the required number of other signatories to the Third Amended and Restated
Investors Agreement shall have entered into the First Amendment to the Third
Amended and Restated Investors Agreement in the form attached hereto as Exhibit
E;

               (B) each Purchaser shall have received from Holland & Hart LLP,
counsel for the Company, an opinion in substantially the form attached hereto as
Exhibit F, dated as of the Closing Date;

               (C) The Company's stockholders shall have approved the
Certificate of Amendment of Second Amended and Restated Certificate of
Incorporation, a copy of which is included in Exhibit B attached hereto (the
"Certificate of Amendment"); and

               (D) The Company shall have filed the Certificate of Amendment
with the Delaware Secretary of State.

6.       USE OF PROCEEDS

         The Company shall use the proceeds from the sale of the Shares and
Warrants to finance its commitments to the Brazilian Companies and the
Subsidiaries, to fund


                                       13
<PAGE>   18


general corporate purposes including development activities, and to cover fees
and expenses related to the sale of the Shares.

7.       MISCELLANEOUS

         7.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Colorado as such laws are applied to agreements between
Colorado residents entered into and performed entirely in Colorado, except that
the General Corporation Law of the State of Delaware shall govern as to matters
of corporate law.

         7.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by any Purchaser and the
closing of the transactions contemplated hereby. All statements as to factual
matters contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

         7.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

         7.4 Entire Agreement; Amendment and Waiver. This Agreement, the
Exhibits, Schedules and the other documents expressly delivered pursuant hereto,
including the Investors Agreement, supersede any other agreement, whether
written or oral, that may have been made or entered into by the parties hereto
relating to the matters contemplated hereby and constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof, and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Company and the holders of a majority of the Shares held by the
Purchasers, and any such amendment, waiver, discharge or termination shall be
binding on all Purchasers, except that if such amendment, waiver, discharge or
termination creates an obligation by any Purchaser, or if it adversely affects a
particular Purchaser in a manner different from the other Purchasers, the
consent of the affected Purchaser shall be required.

         7.5 Specific Enforcement. Any Purchaser shall be entitled to specific
enforcement of its rights under this Agreement. The parties acknowledge that
money damages would be an inadequate remedy for its breach of this Agreement and
consent to an action for specific performance or other injunctive relief in the
event of any such breach.


                                       14
<PAGE>   19


         7.6 Severability. Unless otherwise expressly provided herein, a
Purchaser's rights hereunder are several rights, not rights jointly held with
any of the other Purchasers. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         7.7 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified; (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) one (1) day after deposit
with a nationally recognized overnight courier, special next day delivery, with
verification of receipt. All communications shall be sent to the Company at 6400
South Fiddlers Green Circle, Suite 710, Englewood, CO 80111, Attention: Vice
President - Strategic and Legal Affairs, with a copy to Holland & Hart LLP, 555
17th Street, Suite 3200, Denver, CO 80202, Attention: Mark D. Ebel, and to a
Purchaser at the address set forth on Exhibit A attached hereto or at such other
address as the Company or Purchaser may designate by ten (10) days advance
written notice to the other parties hereto.

         7.8 Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. This Agreement may be executed and
delivered by facsimile.

         7.9 Future Financings; Purchaser Obligations. Nothing contained in this
Agreement or any Purchaser's prior dealings with the Company shall be deemed to
constitute a commitment on the part of any Purchaser to participate in any
future financings by the Company. In connection with any merger involving the
Company, the indemnification obligations of each Purchaser (if any) shall be
several and not joint, and shall in no event exceed the amount of consideration
to be received by such Purchaser in the merger.

8.       CERTAIN DEFINITIONS.

         "Acquired Subsidiaries" means Smartel S.A., PCN Investments S.A.,
Interloop Americas Inc., Telelatina S.A., Formus S.A., Telelatina Management
Company, Formus Communications Latin America LLC, Formus Communications
Argentina LLC, Formus Communications Bolivia LLC, Formus Communications Colombia
LLC, Formus Communications Peru LLC, Formus Communications Venezuela LLC, Formus
S.A., Formus Bolivia S.A., Formus Comunicaciones de Chile Limitada, Formus
Colombia S.A. E.S.P., Formus Peru S.A. and Telecomunicaciones Interactivas de
Venezuela C.A..

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with,
such Person; for purposes of this definition, "control" shall mean the
possession, directly or indirectly, of


                                       15
<PAGE>   20

the power to direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by contract or
otherwise.

         "Brazilian Companies" shall mean Vesper S.A., Vesper Holding S.A.,
Vesper Sao Paulo Holding S.A. and MegaTel do Brasil S.A., each of which is a
sociedade anonima formed under the Laws of the Federative Republic of Brazil.

         "Companies" shall mean the Company, the Brazilian Companies and the
Subsidiaries (including the Acquired Subsidiaries).

         "Contracts" shall mean any and all written contracts, agreements,
obligations, franchises, warranties, guaranties, undertakings, commitments,
understandings, arrangements, leases, licenses, registrations, easements,
rights-of-way, mortgages, bonds, notes and other instruments and obligations and
interests therein or rights thereunder, excluding any Permits, in each case
which are material to the business of any of the Companies, as the case may be.

         "Encumbrances" shall mean any mortgage, imperfection of title, lien,
pledge, option, security interest, claim, charge or other encumbrance of any
kind whatsoever.

         "Environmental Laws" shall mean any Laws or Legal Requirements relating
to human health and safety, pollution, protection or cleanup of the environment
(including, but not limited to, ambient air, surface water, groundwater, land
surface or subsurface strata and flora or fauna) and such other Laws or Legal
Requirements relating to the release, containment, removal, remediation,
response, cleanup or abatement of any sort of chemical or hazardous substance.

         "Foreign Corrupt Practices Act" shall mean the Foreign Corrupt
Practices Act of the United States of America (15 U.S.C.A. Section 78dd) and any
successor statute or legislation.

         "Foreign Official" means (i) an officer or employee of any government
other than the U.S. including but not limited to the Republic of Argentina, the
Republic of Peru, the Republic of Colombia, the Republic of Venezuela, the
Republic of Uruguay, the Republic of Chile or the Federative Republic of Brazil
or any political subdivision, department, agency or instrumentality thereof;
(ii) a Person acting in an official capacity for or on behalf of any such
government or department, agency or instrumentality; (iii) a member or official
of a political party in the Republic of Argentina, the Republic of Peru, the
Republic of Colombia, the Republic of Venezuela, the Republic of Uruguay, the
Republic of Chile or the Federative Republic of Brazil; (iv) a candidate for
political office in the Republic of Argentina, the Republic of Peru, the
Republic of Colombia, the Republic of Venezuela, the Republic of Uruguay, the
Republic of Chile or the Federative Republic of Brazil or (v) any other meanings
or interpretations given to the term under the Foreign Corrupt Practices Act as
it applies to any of the Companies.


                                       16
<PAGE>   21

         "Investors Agreement" shall mean the Third Amended and Restated
Investors Agreement dated as of the Closing Date, among the Company, the
Purchasers and certain other stockholders of the Company, as amended by the
First Amendment thereto dated as of the Closing Date, a copy of which is
attached hereto as Exhibit D.

         "Judgments" shall mean any and all judgments, orders, directives,
rulings, decisions, injunctions, decrees or awards of any federal, state,
municipal, departmental or foreign court, arbitrator or administrative or
governmental authority, bureau or agency.

         "Laws" shall mean all laws (whether statutory or otherwise), rules and
regulations of all governmental, judicial, legislative, executive,
administrative or regulatory authorities (federal, state, municipal,
departmental, foreign or otherwise).

         "Legal Requirements" shall mean any and all applicable (i) Permits,
(ii) Laws, (iii) Judgments, and (iv) contracts with any federal, state,
municipal or departmental or foreign court, arbitrator or administrative or
governmental authority, bureau or agency relating to compliance with matters
described in (ii) and (iii) above.

         "Liabilities" shall have the meaning set forth in Section 3.20 of this
Agreement.

         "Licenses" shall have the meaning set forth in Section 3.18 of this
Agreement.

         "Material Adverse Effect" shall have the meaning set forth in Section
3.1 of this Agreement.

         "Permits" shall mean any and all permits, authorizations, approvals,
registrations, waivers, variances and licenses (i) under any (x) Laws or (y)
Judgments with any federal, state, municipal or departmental court, arbitrator
or administrative or governmental authority, bureau or agency relating to
compliance with the matters described in (x) above or (ii) granted by any
federal, state, municipal or departmental administrative or governmental
authority, bureau or agency (whether domestic or foreign).

         "Permitted Encumbrances" shall mean undetermined or inchoate liens
arising or potentially arising under statutory provisions which have not at the
time been filed and of which written notice has not been served pursuant to Laws
or which relate to obligations not overdue or delinquent, minor imperfections in
title, if any, not material in nature and which, individually and in the
aggregate, do not materially interfere with or affect the conduct of the
Companies' businesses.

         "Person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other similar
entity or any government or political subdivision or any agency, department or
instrumentality thereof.


                                       17
<PAGE>   22

         "Subsidiaries" or "Subsidiary" shall mean any subsidiary of the Company
over which the Company exercises control. For purposes of this definition,
"control" shall mean the direct or indirect ownership by the Company of 50% or
more of the voting securities of such subsidiary.

         "Tax" and "Taxes" shall mean (i) all taxes, assessments, levies,
imports, duties, license fees, registration fees or other similar governmental
charges including, without limitation, income taxes, franchise taxes, transfer
taxes or fees, value added taxes, sales taxes, excise taxes, ad valorem taxes,
withholding taxes, minimum taxes and social security or other employee-related
taxes and (ii) any interest, penalties or additions to tax imposed on a tax
described in clause (i) hereof imposed by any federal, state, municipal,
departmental or foreign governmental agency or political subdivision.

         "Transaction Documents" shall mean this Agreement, the Warrant
Agreement and the First Amendment to the Third Amended and Restated Investors
Agreement.


                                       18
<PAGE>   23

         IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Series B Preferred Stock Purchase Agreement as of the date set forth in the
first paragraph hereof.

                                           COMPANY:

                                           VELOCOM INC.


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


                                           PURCHASERS:

                                           INTEL CORPORATION


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


                                       19
<PAGE>   24

                 SUPPLEMENTAL SERIES B STOCK PURCHASE AGREEMENT

                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS


<TABLE>
<CAPTION>
                                               NUMBER OF
                                            SHARES OF SERIES B                                       AGGREGATE PURCHASE
NAME AND ADDRESS                              PREFERRED STOCK            NUMBER OF WARRANTS                PRICE
----------------                            ------------------           ------------------          ------------------
<S>                                         <C>                          <C>                         <C>
Intel Corporation
2200 Mission College Blvd.
SC4-203
Santa Clara, CA 95052                            833,333                      125,000                     $4,999,998
                                                 -------                      -------                     ----------
TOTAL                                            833,333                      125,000                     $4,999,998
</TABLE>



                                        1
<PAGE>   25





            SUPPLEMENTAL FOLLOW-ON SERIES B STOCK PURCHASE AGREEMENT

                                    EXHIBIT B

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
                 TOGETHER WITH FORM OF CERTIFICATE OF AMENDMENT











                                       1
<PAGE>   26

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  VELOCOM INC.
                    (Pursuant to Section 242 and Section 245)

     VELOCOM INC., originally filed in the state of Delaware as WLL
International, Inc., hereby certifies as follows:

     1. The name of the corporation is VELOCOM INC. (the "Corporation"). The
date of filing of its original Certificate of Incorporation with the Secretary
of State of the State of Delaware was April 29, 1998, and the Amended and
Restated Certificate of Incorporation was filed with the Delaware Secretary of
State on December 3, 1999.

     2. This Second Amended & Restated Certificate of Incorporation restates and
amends the original Certificate of Incorporation, the Amended and Restated
Certificate of Incorporation and all amendments and certificates thereto.

     3. This Second Amended & Restated Certificate of Incorporation (the
"Certificate of Incorporation") has been duly adopted in accordance with Section
242 and Section 245 of the Delaware General Corporation Law.

                                  ARTICLE ONE.


     The name of this corporation is VELOCOM INC.

                                  ARTICLE TWO.

     The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805.
The name of its registered agent at such address is Corporation Service Company.

                                 ARTICLE THREE.

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                  ARTICLE FOUR.

SECTION 4.1 AUTHORIZED CAPITAL.

          (a) The Corporation shall be authorized to issue two classes of stock
to be designated respectively "Common Stock" and "Preferred Stock." The
aggregate number of shares which the Corporation shall have the authority to
issue is one hundred eighty seven million two hundred sixty eight thousand eight
hundred forty two (187,268,842); the total number of shares of Common Stock
shall be one hundred eight


<PAGE>   27


million six hundred thirty four thousand four hundred twenty one (108,634,421),
with a par value of $.0001 per share, and the total number of shares of
Preferred Stock shall be seventy eight million six hundred thirty four thousand
four hundred twenty one (78,634,421), with a par value of $.0001 per share. Such
Preferred Stock may be issued in series.

          (b) Subject to the voting requirements set forth in Section
4.2(b)(iii), the Corporation's board of directors shall have the authority,
without stockholder action, to determine the preferences, limitations and
relative rights of any Preferred Stock (whether in a series or as a class),
including without limitation the following: (i) the designation of any series of
Preferred Stock; (ii) unlimited, special, conditional, or limited voting rights,
or no right to vote; except that no condition, limitation, or prohibition on
voting shall eliminate any right to vote provided by the Delaware General
Corporation Law; (iii) redemption rights; (iv) conversion rights, (v)
distribution or dividend rights, including the determination of whether such
rights are cumulative, non-cumulative or partially cumulative, and (vi)
preference rights over any other class or series of shares with respect to
distributions, including dividends and distributions upon the dissolution of the
Corporation.

          (c) Common Stock shall be divided into one hundred six million six
hundred sixty six thousand six hundred sixty seven (106,666,667) shares of
voting common stock (the "Voting Common Stock") and one million nine hundred
sixty seven thousand seven hundred fifty four (1,967,754) shares of non-voting
Common Stock (the "Non-Voting Common Stock, and together, the "Common Stock").
Except as otherwise required by law, the Non-Voting Common Stock shall not be
entitled to vote on any matter on which the Stockholders of the Corporation
shall be entitled to vote; and shares of Non-Voting Common Stock shall not be
included in determining the number of shares voting or entitled to vote on any
such matters. Except for the difference in voting rights, both the Voting Common
Stock and the Non-Voting Common stock shall be identical in their rights.

SECTION 4.2 DESIGNATION OF PREFERRED STOCK.

     Thirty one million (31,000,000) of the authorized shares of Preferred Stock
are hereby designated as "Series A Preferred Stock" (the "Series A Preferred"),
forty one million six hundred sixty six thousand six hundred sixty seven
(41,666,667) of the authorized shares of Preferred Stock are hereby designated
as "Series B Preferred Stock" (the "Series B Preferred") and one million nine
hundred sixty seven thousand seven hundred fifty four (1,967,754) of the
authorized shares of Preferred Stock are hereby designated as "Series B-1
Preferred Stock" (the "Series B-1 Preferred," and together with the Series B
Preferred, the "Series B/B-1 Preferred"). Except for the differences in voting
and conversion rights set forth herein, both the Series B Preferred and the
Series B-1 Preferred shall be identical in their rights. The Series A Preferred
and the Series B/B-1 Preferred are hereinafter collectively referred to as the
"Series Preferred." The rights, preferences, privileges, restrictions and other
matters relating to the Series Preferred are as follows:


                                       2
<PAGE>   28


          (a) DIVIDEND RIGHTS.

               (i) Declared Dividends. Holders of the Series Preferred, in
preference to the holders of Common Stock and any other stock of the Corporation
that is not by its terms expressly senior in right of payment to the Series
Preferred (collectively, "Junior Stock"), shall be entitled to receive
dividends, when and as declared by the board of directors, but only out of funds
that are legally available therefor. In addition, in the event that the
Corporation declares or pays any dividends upon the Common Stock (whether
payable in cash, securities or other property) other than dividends payable
solely in shares of Common Stock, the Corporation shall also declare and pay to
the holders of the Series Preferred at the same time that it declares and pays
such dividends to the holders of the Common Stock, the dividends which would
have been declared and paid with respect to the Common Stock issuable upon
conversion of the Series Preferred had all of the outstanding Series Preferred
been converted immediately prior to the record date for such dividend, or if no
record date is fixed, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined. The Corporation shall not
declare dividends on one Series of Preferred Stock and not on each other Series
of Preferred Stock.

               (ii) Preference. So long as any of the Series Preferred remains
outstanding, without the prior written consent of the holders of sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of the Series Preferred
(the "Required Holders"), the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Stock, nor shall the Corporation directly or indirectly pay or declare
any dividend or make any distribution upon any Junior Stock. The provisions of
this Section 4.2(a)(ii) shall not, however, apply to (i) the acquisition of
shares of any Junior Stock in exchange for shares of any other Junior Stock,
(ii) the payment of cash dividends on the Common Stock to the extent that
equivalent dividends are paid on the Series Preferred as provided above, or
(iii) any repurchase of any Reserved Employee Stock from former employees,
directors or consultants in connection with termination of employment or service
as a director or consultant that is approved by the Corporation's board of
directors.

          (b) VOTING RIGHTS.

               (i) Generally. Except as otherwise provided herein or as required
by law, the Series Preferred shall vote with the shares of the Common Stock of
the Corporation (and not as a separate class) at any annual or special meeting
of stockholders of the Corporation, and may act by written consent in the same
manner as the Common Stock, in either case upon the following basis: each holder
of shares of the Series Preferred shall be entitled to such number of votes as
shall be equal to the whole number of shares of Common Stock into which such
holder's aggregate number of shares of the Series Preferred are convertible
(pursuant to Section 4.2(e) below) immediately after the close of business on
the record date fixed for such meeting or the effective date of such written
consent.


                                       3
<PAGE>   29


               (ii) Except as specifically set forth in this Article Four, or as
otherwise required by law, each outstanding share of Series B-1 Preferred shall
not be entitled to vote on any matter on which the stockholders of the
Corporation shall be entitled to vote; and shares of Series B-1 Preferred shall
not be included in determining the number of shares voting or entitled to vote
on any such matters.

               (iii) Class Vote Requirement. Without the affirmative vote of the
Required Holders, the Corporation shall not (i) create, issue or authorize the
issuance of any additional Common Stock or Preferred Stock or create or
authorize any new class or series of the Corporation's capital stock (except for
issuances of Reserved Employee Stock, issuances upon conversion of Preferred
Stock, and issuances in connection with strategic transactions involving the
Corporation and the non-affiliates of the Corporation approved by the
Corporation's board of directors, the primary purpose of which is other than to
raise funds for the Corporation (including (1) joint ventures, manufacturing,
marketing or distribution arrangements or (2) technology transfer or development
arrangements)); (ii) amend this Certificate of Incorporation or the
Corporation's Bylaws; (iii) engage in (1) any merger, consolidation, business
combination, recapitalization, or reorganization in which (A) the stockholders
of the Corporation immediately prior to such transaction own capital stock
representing less than seventy percent (70%) of the surviving company's voting
power in the election of directors immediately after such transaction or (B) the
stockholders of the Corporation immediately prior to such transaction do not own
substantially the same proportion of capital stock of the surviving company
after the transaction as they owned of the Corporation immediately prior to the
transaction (a "Disproportionate Change"); provided, however, that any change in
a stockholder's ownership percentage of less than ten percentage points shall
not be deemed to be a Disproportionate Change, (2) a liquidation or sale of
substantially all of the assets by the Corporation or any of its subsidiaries
outside the ordinary course of business, or (3) a purchase of substantial assets
by the Corporation or any of its subsidiaries outside the ordinary course of
business; (iv) engage in any business other than telecommunications and
multimedia communications services, including but not limited to data, voice or
video transmission, cable, IP telephony, MMDS, Internet access or any other
telecommunications service using wireless, wireline, fiber, LMDS or broadband
access or any other technology, and also including any Internet content
business; (v) increase the amount of Reserved Employee Stock above twelve
percent (12%) of the Corporation's Common Stock Deemed Outstanding; or (vi)
engage in any transaction with an affiliate of the Corporation, except for
transactions involving wholly-owned subsidiaries, that is not approved by a
majority of the Corporation's disinterested directors.

          (c) LIQUIDATION RIGHTS.

               (i) Liquidation Value. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, before any
distribution or payment shall be made to the holders of any Junior Stock or
Common Stock, (i) first, the holders of the Series B/B-1 Preferred shall be
entitled to be paid out of the assets of the Corporation an amount with respect
to each share of the Series B/B-1 Preferred


                                       4
<PAGE>   30


equal to the sum of (A) the Original Series B/B-1 Issue Price (as defined below)
plus (B) all declared but unpaid dividends thereon (the "Series B/B-1
Liquidation Value") and (ii) second, after the payment of the full liquidation
preference of the Series B/B-1 Preferred, the holders of the Series A Preferred
shall be entitled to be paid out of the assets of the Corporation an amount with
respect to each share of the Series A Preferred equal to the sum of (A) the
Original Series A Issue Price (as defined below), plus (B) all declared but
unpaid dividends thereon (the "Series A Liquidation Value"). The "Original
Series A Issue Price" shall be Three Dollars ($3.00) per share, as appropriately
adjusted for any future stock splits, stock combinations, stock dividends or
similar transactions affecting the Series A Preferred. The "Original Series
B/B-1 Issue Price" shall be Six Dollars ($6.00) per share, as appropriately
adjusted for any future stock splits, stock combinations, stock dividends or
similar transactions affecting the Series B/B-1 Preferred.

               (ii) Participation. After the payment of the full liquidation
preference of the Series Preferred as set forth in Section 4.2(c)(i) above, the
remaining assets of the Corporation legally available for distribution, if any,
shall be distributed to the holders of Junior Stock entitled to a preference
over the Common Stock and, thereafter, to the holders of Common Stock. The
holders of the Series Preferred shall be entitled to participate in
distributions to holders of the Common Stock such that, giving effect to all
distributions pursuant to Section 4.2(c)(i), the holders of the Series Preferred
receive aggregate distributions equal to the greater of (A) the Series A
Liquidation Value (in the case of the Series A Preferred) or the Series B/B-1
Liquidation Value (in the case of the Series B/B-1 Preferred), or (B) the
amounts that such holders would have received if the Series Preferred had been
converted into Common Stock immediately prior to such liquidation, dissolution
or winding up of the Corporation.

               (iii) Liquidation Events. At the option of the Required Holders,
the following events shall be considered a liquidation for purposes of Section
4.2(c).

                    (A) any (1) merger, consolidation, business combination,
reorganization or recapitalization of the Corporation that involves a
Disproportionate Change; provided, however, that any change in a stockholder's
ownership percentage of less than ten percentage points shall not be deemed to
be a Disproportionate Change; or (2) transaction or series of related
transactions in which capital stock representing in excess of thirty percent
(30%) of the Corporation's voting power in electing the board of directors is
transferred (an "Acquisition"); or

                    (B) a sale, lease or other disposition of all or
substantially all of the assets of the Corporation (an "Asset Transfer").

               (iv) Proportionate Payments. If, upon any liquidation,
dissolution or winding up, the assets of the Corporation shall be insufficient
to make payment in full to all holders of the Series Preferred, then such assets
shall be distributed first, among the holders of the Series B/B-1 Preferred at
the time outstanding, ratably in proportion to the full amounts to which they
would otherwise be


                                       5
<PAGE>   31


entitled and second, any remaining assets shall be distributed among the holders
of the Series A Preferred at the time outstanding, ratably in proportion to the
full amounts to which they would otherwise be entitled.

          (d) REDEMPTION RIGHTS.

               (i) Scheduled Redemptions. Unless a holder of Series Preferred
elects otherwise in accordance with Section 4.2(d)(iii) below, on January 26,
2005, the Corporation shall redeem thirty three and one-third percent (33"%) of
the then-outstanding shares of each of the Series A Preferred and the Series
B/B-1 Preferred held by such holder; on January 26, 2006, the Corporation shall
redeem fifty percent (50%) of the then-outstanding shares of each of the Series
A Preferred and the Series B/B-1 Preferred held by such holder; and shall redeem
all remaining shares of the Series A Preferred and the Series B/B-1 Preferred
held by such holder on January 26, 2007 (the "Scheduled Redemption Dates"), at a
price per share equal to the Series A Liquidation Value or the Series B/B-1
Liquidation Value, respectively.

               (ii) Redemption Payments. For each share of the Series Preferred
which is to be redeemed hereunder, the Corporation shall be obligated on the
Scheduled Redemption Date to pay to the holder thereof (upon surrender by such
holder at the Corporation's principal office of the certificate representing
such share) an amount in cash equal to the Series A Liquidation Value or the
Series B/B-1 Liquidation Value, as applicable. If the funds of the Corporation
legally available for redemption of the Series Preferred on any Scheduled
Redemption Date are insufficient to redeem the total number of shares to be
redeemed on such date, those funds which are legally available shall be used to
redeem the maximum possible number of shares pro rata among the holders of the
Series Preferred to be redeemed based upon the aggregate Liquidation Value of
such shares of the Series Preferred held by each such holder. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of the Series Preferred, such funds shall immediately be used to
redeem the balance of the shares which the Corporation has become obligated to
redeem on any Scheduled Redemption Date but which it has not redeemed.

               (iii) Notice of Redemption. Except as otherwise provided herein,
the Corporation shall mail written notice of each redemption of the Series
Preferred to each record holder thereof not more than 60 nor less than 30 days
prior to the Scheduled Redemption Date (the "Corporation's Notice"). Any holder
of the Series Preferred may elect not to participate in the redemption on any
Scheduled Redemption Date by providing written notice to the Corporation of its
election not to have its shares of Preferred Stock redeemed within 10 days after
receipt of the Corporation's Notice. The holders of the Series Preferred to be
redeemed shall in any event have the right to convert any or all of their shares
into Common Stock at any time prior to the close of business on any Scheduled
Redemption Date. In case fewer than the total number of shares represented by
any certificate are redeemed, a new certificate representing the number of
unredeemed shares shall be issued to the holder thereof without cost to such


                                       6
<PAGE>   32


holder within five business days after surrender of the certificate representing
the redeemed shares.

               (iv) Other Redemptions or Acquisitions. The Corporation shall
not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any
shares of the Series Preferred, except as expressly authorized herein or
pursuant to a purchase offer made pro rata to all holders of the Series
Preferred on the basis of the aggregate Liquidation Value of the shares of the
Series Preferred owned by each such holder. If the assets of the Corporation
shall be insufficient to make payment in full to all holders whose shares of
Series Preferred are being redeemed or otherwise acquired, such assets shall be
used first to redeem shares of Series B/B-1 Preferred, ratably in proportion to
the redemption price for the shares that such holders otherwise would have been
entitled to redeem, and second, any remaining assets shall be used to redeem
shares of Series A Preferred, ratably in proportion to the redemption price for
the shares that such holders otherwise would have been entitled to redeem.

          (e) CONVERSION RIGHTS - CONVERSION OF SERIES PREFERRED INTO COMMON
STOCK.

     The holders of the Series Preferred shall have the following rights with
respect to the conversion of the Series Preferred into shares of Common Stock:

               (i) Optional Conversion into Common Stock. Subject to and in
compliance with the provisions of this Section 4.2(e), any shares of the Series
Preferred may, at the option of the holder, be converted at any time into
fully-paid and nonassessable shares of Common Stock (either Voting Common Stock,
in the case of Series A Preferred or Series B Preferred, or Non-Voting Common
Stock, in the case of Series B-1 Preferred). The number of shares of Common
Stock to which a holder of the Series A Preferred shall be entitled upon
conversion shall be the product obtained by multiplying the "Series A Conversion
Rate" then in effect (determined as provided in Section 4.2(e)(ii)) by the
number of shares of the Series A Preferred being converted. The number of shares
of Common Stock to which a holder of the Series B/B-1 Preferred shall be
entitled upon conversion shall be the product obtained by multiplying the
"Series B/B-1 Conversion Rate" then in effect (determined as provided in Section
4.2(e)(ii)) by the number of shares of the Series B/B-1 Preferred being
converted.

               (ii) Series Conversion Rate. The conversion rate in effect at any
time for conversion of the Series A Preferred (the "Series A Conversion Rate")
shall be the quotient obtained by dividing the Series A Liquidation Value by the
"Series A Conversion Price" calculated as provided in Section 4.2(e)(iii). The
conversion rate in effect at any time for conversion of the Series B/B-1
Preferred (the "Series B/B-1 Conversion Rate") shall be the quotient obtained by
dividing the Series B/B-1 Liquidation Value by the "Series B/B-1 Conversion
Price" calculated as provided in Section 4.2(e)(iii).


                                       7
<PAGE>   33


               (iii) Conversion Price. The conversion price for the Series A
Preferred (the "Series A Conversion Price") shall initially be the Original
Series A Issue Price (i.e., $3.00). Such initial Series A Conversion Price shall
be adjusted from time to time in accordance with this Section 4.2(e). If and
whenever on or after the first date of issuance of any shares of Series A
Preferred (the "Original Series A Issue Date") the Corporation issues or sells,
or in accordance with this Section 4.2(e)(iii) is deemed to have issued or sold,
any shares of its Common Stock (other than pursuant to a Permitted Issuance) for
a consideration per share less than the Series A Conversion Price in effect
immediately prior to the time of such issue or sale, then immediately upon such
issue or sale or deemed issue or sale the Series A Conversion Price shall be
reduced to the amount determined by dividing (a) the sum of (1) the product
derived by multiplying the Series A Conversion Price in effect immediately prior
to such issue or sale by the number of shares of Common Stock Deemed Outstanding
immediately prior to such issue or sale, plus (2) the consideration, if any,
received or deemed to have been received by the Corporation upon such issue or
sale, by (b) the number of shares of Common Stock Deemed Outstanding immediately
after such issue or sale. All references to the Series A Conversion Price herein
shall mean the Series A Conversion Price as so adjusted.

     The conversion price for the Series B/B-1 Preferred (the "Series B/B-1
Conversion Price") shall initially be the Original Series B/B-1 Issue Price
(i.e., $6.00). Such initial Series B/B-1 Conversion Price shall be adjusted from
time to time in accordance with this Section 4.2(e). Except with respect to
Defaulting Purchasers (as defined in Section 4.2 (e)(ix) below) for whom the
Series B/B-1 Conversion Price shall be as set forth in Section 4.2(e)(ix) below,
if and whenever on or after the first date of issuance of any shares of Series
B/B-1 Preferred (the "Original Series B/B-1 Issue Date") the Corporation issues
or sells, or in accordance with this Section 4.2(e)(iii) is deemed to have
issued or sold, any shares of its Common Stock (other than pursuant to a
Permitted Issuance) for a consideration per share less than the Series B/B-1
Conversion Price in effect immediately prior to the time of such issue or sale,
then immediately upon such issue or sale or deemed issue or sale the Series
B/B-1 Conversion Price shall be reduced to the amount determined by dividing (a)
the sum of (1) the product derived by multiplying the Series B/B-1 Conversion
Price in effect immediately prior to such issue or sale by the number of shares
of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus
(2) the consideration, if any, received or deemed to have been received by the
Corporation upon such issue or sale, by (b) the number of shares of Common Stock
Deemed Outstanding immediately after such issue or sale. All references to the
Series B/B-1 Conversion Price herein shall mean the Series B/B-1 Conversion
Price as adjusted pursuant to this Section 4.2(e)(iii) and Section 4.2 (e)(ix)
below.

     For purposes of determining the adjusted Series A Conversion Price for any
holder of Series Preferred and/or the adjusted Series B/B-1 Conversion Price for
any holder of Series Preferred except for a Defaulting Purchaser, the following
shall be applicable:


                                       8
<PAGE>   34


                    (A) Issuance of Rights or Options. Except for Permitted
Issuances, if the Corporation in any manner grants or sells any Options and the
price per share for which Common Stock is issuable upon the exercise of such
Options, or upon conversion or exchange of any Convertible Securities issuable
upon exercise of such Options, is less than the Series A Conversion Price and/or
the Series B/B-1 Conversion Price, as the case may be, in effect immediately
prior to the time of the granting or sale of such Options, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be
deemed to have been issued and sold by the Corporation at the time of the
granting or sale of such Options for such price per share. For purposes of this
paragraph, the "price per share for which Common Stock is issuable" shall be
determined by dividing (1) the total amount, if any, received or receivable by
the Corporation as consideration for the granting or sale of such Options, plus
the minimum aggregate amount of additional consideration payable to the
Corporation upon exercise of all such Options, plus in the case of such Options
which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the issuance
or sale of such Convertible Securities and the conversion or exchange thereof,
by (2) the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion
Price shall be made when Convertible Securities are actually issued upon the
exercise of such Options or when Common Stock is actually issued upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities.

                    (B) Issuance of Convertible Securities. If the Corporation
in any manner issues or sells any Convertible Securities and the price per share
for which Common Stock is issuable upon conversion or exchange thereof is less
than the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as
the case may be, in effect immediately prior to the time of such issue or sale,
then the maximum number of shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to have been issued and
sold by the Corporation at the time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of this paragraph, the
"price per share for which Common Stock is issuable" shall be determined by
dividing (1) the total amount received or receivable by the Corporation as
consideration for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the conversion or exchange thereof, by (2) the total maximum
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment of the Series A Conversion
Price and/or the Series B/B-1 Conversion Price, as the case may be, shall be
made when Common Stock is actually issued upon the conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Series A Conversion Price and/or


                                       9
<PAGE>   35


the Series B/B-1 Conversion Price had been or are to be made pursuant to other
provisions of this Section 4.2(e), no further adjustment of the Series A
Conversion Price and/or the Series B/B-1 Conversion Price shall be made by
reason of such issue or sale.

                    (C) Change in Option Price or Conversion Rate. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time, the Series A Conversion Price
and/or the Series B/B-1 Conversion Price, as the case may be, in effect at the
time of such change shall be immediately adjusted to the Series A Conversion
Price and/or the Series B/B-1 Conversion Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold.

                    (D) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Series A Conversion Price and/or the Series B/B-1
Conversion Price then in effect hereunder shall be adjusted immediately to the
Series A Conversion Price and/or the Series B/B-1 Conversion Price which would
have been in effect at the time of such expiration or termination had such
Option or Convertible Security, to the extent outstanding immediately prior to
such expiration or termination, never been issued.

                    (E) Calculation of Consideration Received. If any Common
Stock, Option or Convertible Security is issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor shall be deemed to
be the amount received by the Corporation therefor (net of discounts,
commissions and related expenses). If any Common Stock, Option or Convertible
Security is issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Corporation shall be the fair
value of such consideration. If any Common Stock, Option or Convertible Security
is issued to the owners of the non-surviving entity in connection with any
merger in which the Corporation is the surviving corporation, the amount of
consideration therefor shall be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such Common Stock, Option or Convertible Security, as the case may be. The fair
value of any consideration other than cash and securities shall be determined
jointly by the Corporation and the Required Holders. If such parties are unable
to reach agreement within a reasonable period of time, the fair value of such
consideration shall be determined by an independent appraiser experienced in
valuing such type of consideration jointly selected by the Corporation and the
Required Holders. The determination of such appraiser shall be final and binding
upon the parties, and the fees and expenses of such appraiser shall be borne by
the Corporation.

                    (F) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together


                                       10
<PAGE>   36


comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed to
have been issued for a consideration of $.01.

                    (G) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation or any Subsidiary, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

               (iv) Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time or from time to time effect a subdivision of the
outstanding Common Stock, the Series A Conversion Price and the Series B/B-1
Conversion Price in effect immediately before that subdivision shall be
proportionately decreased. Conversely, if the Corporation shall at any time or
from time to time combine the outstanding shares of Common Stock into a smaller
number of shares, the Series A Conversion Price and the Series B/B-1 Conversion
Price in effect immediately before the combination shall be proportionately
increased. Any adjustment under this Section 4.2(e)(iv) shall become effective
at the close of business on the date the subdivision or combination becomes
effective.

               (v) Adjustment for Common Stock Dividends and Distributions. If
the Corporation at any time or from time to time makes, or fixes a record date
for the determination of holders of Common Stock entitled to receive, a divided
or other distribution payable in additional shares of Common Stock, in each such
event the Series A Conversion Price and the Series B/B-1 Conversion Price that
is then in effect shall be decreased as of the time of such issuance or, in the
event such record date is fixed, as of the close of business on such record
date, by multiplying each of the Series A Conversion Price and the Series B/B-1
Conversion Price then in effect by a fraction (1) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(2) the denominator of which is the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution; provided, however, that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series A
Conversion Price and the Series B/B-1 Conversion Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Series A Conversion Price and the Series B/B-1 Conversion Price shall be
adjusted pursuant to this Section 4.2(e)(v) to reflect the actual payment of
such dividend or distribution.

               (vi) Adjustments for Other Dividends and Distributions. If the
Corporation at any time or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock, in each such event provision shall be made so that the holders of
the Series Preferred


                                       11
<PAGE>   37


shall receive upon conversion thereof, in addition to the number of shares of
Common Stock receivable thereupon, the amount of other securities of the
Corporation which they would have received had their Series Preferred been
converted into Common Stock on the date of such event and had they thereafter,
during the period from the date of such event to and including the conversion
date, retained such securities receivable by them as aforesaid during such
period, subject to all other adjustments called for during such period under
this Section 4.2(e) with respect to the rights of the holders of the Series
Preferred or with respect to such other securities by their terms.

               (vii) Adjustment for Reclassification, Exchange and Substitution.
If at any time or from time to time the Common Stock issuable upon the
conversion of the Series Preferred is changed into the same or a different
number of shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization, merger, consolidation or sale of assets
provided for elsewhere in this Section 4.2), in any such event each holder of
the Series Preferred shall have the right thereafter to convert such stock into
the kind and amount of stock and other securities and property receivable in
connection with such recapitalization, reclassification or other change by
holders of the maximum number of shares of Common Stock into which such shares
of the Series Preferred could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustments
as provided herein or with respect to such other securities or property by the
terms thereof.

               (viii) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time there is a capital reorganization of
the Common Stock (other than a recapitalization, subdivision, combination,
reclassification, exchange or substitution of shares provided for elsewhere in
this Section 4.2), as a part of such capital reorganization, provision shall be
made so that the holders of the Series Preferred shall thereafter be entitled to
receive upon conversion of the Series Preferred the number of shares of stock or
other securities or property of the Corporation to which a holder of the maximum
number of shares of Common Stock deliverable upon conversion would have been
entitled in connection with such capital reorganization, subject to adjustment
in respect of such stock or securities by the terms thereof. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 4.2(e) with respect to the rights of the holders of the Series
Preferred after the capital reorganization to the end that the provisions of
this Section 4.2 (including adjustment of the Series A Conversion Price and the
Series B/B-1 Conversion Price then in effect and the number of shares of Common
Stock issuable upon conversion of the Series Preferred) shall be applicable
after that event and be as nearly equivalent as practicable.

               (ix) Adjustment upon Default under Stock Purchase Agreements.
With respect to the shares of Series B/B-1 Preferred owned by a Defaulting
Purchaser who has not Cured such Default within a 10-day cure period, (as such
terms are defined in Amendment No. 1 to Series B Preferred Stock Purchase
Agreement dated as of December 31, 1999, and in Article 3 of the Follow-On
Series B/B-1 Preferred


                                       12
<PAGE>   38


Stock Purchase Agreement dated December 20, 1999, in each case among the
Corporation and certain purchasers of the Corporation's Series B/B-1 Preferred
(collectively, the "Stock Purchase Agreements")), immediately upon the
expiration of such 10-day cure period, the Series B/B-1 Conversion Price for
such shares in effect immediately prior to such Default shall be increased to an
amount equal to two (2) times the Original Series B/B-1 Issue Price. Once the
Series B/B-1 Conversion Price for such shares of Series B/B-1 Preferred held by
the Defaulting Purchaser is adjusted in accordance with this Section 4.2(e)(ix),
it shall no longer be subject to any other adjustment provided in Section
4.2(e)(iii) of this Certificate of Incorporation. This Section 4.2(e)(ix) shall
not affect the Series B/B-1 Conversion Price for any holder of Series B/B-1
Preferred other than the Defaulting Purchaser, shall not affect the Series A
Conversion Price for shares of Series A Preferred held by the Defaulting
Purchaser, and shall not affect the Series B/B-1 Liquidation Value for any
holder of Series B/B-1 Preferred.

               (x) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion
Price for the number of shares of Common Stock or other securities issuable upon
conversion of the Series Preferred, the Corporation, at its expense, shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid, to each registered
holder of the Series Preferred at the holder's address as shown in the
Corporation's books. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (1) the consideration received
or deemed to be received by the Corporation for any additional shares of Common
Stock issued or sold or deemed to have been issued or sold, (2) the Series A
Conversion Price and/or the Series B/B-1 Conversion Price at the time in effect,
(3) the number of additional shares of Common Stock issued or sold or deemed to
have been issued or sold, and (4) the type and amount, if any, of other property
which at the time would be received upon conversion of the Series Preferred.

               (xi) Notices of Record Date. Upon (i) any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any Acquisition (as defined in Section
4.2(c)(iii)(A)) or other capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation with or into any other
corporation, any Asset Transfer (as defined in Section 4.2(c)(iii)(B)), or any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation, the Corporation shall mail to each holder of the Series Preferred
at least twenty (20) days prior to the record date specified therein a notice
specifying (1) the date on which any such record is to be taken for the purpose
of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such Acquisition, reorganization,
reclassification, transfer, consolidation, merger, Asset Transfer, dissolution,
liquidation or winding up is expected to become effective, and (3) the date,


                                       13
<PAGE>   39


if any, that is to be fixed for determining the holders of record of Common
Stock (or other securities) that shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such Acquisition, reorganization, reclassification, transfer,
consolidation, merger, Asset Transfer, dissolution, liquidation or winding up.

               (xii) Automatic Conversion into Common Stock. Each share of the
Series Preferred shall automatically be converted into shares of Common Stock
(Voting Common Stock in the case of Series A Preferred and Series B Preferred,
and Non-Voting Common Stock in the case of Series B-1 Preferred), based on the
then-effective Series A Conversion Price and/or the Series B/B-1 Conversion
Price, as the case may be, immediately upon the closing of a firmly underwritten
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offer and sale of Common Stock
for the account of the Corporation in which (i) the per share price to the
public is at least $15.00 per share (as adjusted for stock splits,
recapitalizations and the like), and (ii) the gross cash proceeds to the
Corporation (prior to expenses and underwriting commissions) are at least
$50,000,000. Upon such automatic conversion, all declared but unpaid dividends,
if any, shall be paid in accordance with Section 4.2(a).

               (xiii) Mechanics of Conversion.

                    (A) Optional Conversion. Each holder of the Series Preferred
who desires to convert the same into shares of Common Stock pursuant to this
Section 4.2(e) shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any transfer agent for the Series
Preferred, and shall give written notice to the Corporation at such office that
such holder elects to convert the same. Such notice shall state the number of
shares of the Series Preferred being converted. Thereupon, the Corporation shall
promptly issue and deliver at such office to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder is
entitled and shall promptly pay in cash or, to the extent sufficient funds are
not then legally available therefor, in Common Stock (at the Common Stock's fair
market value determined by the Corporation's board of directors as of the date
of such conversion), any declared but unpaid dividends on the shares of the
Series Preferred being converted. Such conversion shall be deemed to have been
made at the close of business on the date of such surrender of the certificate
representing the shares of the Series Preferred to be converted, and the person
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares of Common
Stock on such date.

                    (B) Automatic Conversion. Upon the occurrence of the event
specified in Section 4.2(e)(xii) above, the outstanding shares of the Series
Preferred shall be converted into Common Stock (Voting Common Stock in the case
of Series A Preferred and Series B Preferred, and Non-Voting Common Stock in the
case of Series B-1 Preferred) automatically without any further action by the
holders of such shares and whether or not the certificates representing such
shares are surrendered to the


                                       14
<PAGE>   40


Corporation or its transfer agent; provided, however, that the Corporation shall
not be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificates evidencing such shares of
the Series Preferred are either delivered to the Corporation or its transfer
agent as provided below, or the holder notifies the Corporation or its transfer
agent that such certificates have been lost, stolen or destroyed and executes an
agreement satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates. Upon surrender by any
holder of the certificates formerly representing shares of the Series Preferred
at the office of the Corporation or any transfer agent for the Series Preferred,
there shall be issued and delivered to such holder promptly at such office and
in its name as shown on such surrendered certificate or certificates, a
certificate or certificates for the number of shares of Common Stock into which
the shares of the Series Preferred surrendered were convertible on the date on
which such automatic conversion occurred, and the Corporation shall promptly pay
in cash or, at the option of the Corporation, Common Stock (at the Common
Stock's fair market value determined by the Corporation's board of directors as
of the date of such conversion) or, at the option of the Corporation, a
combination of both, all declared but unpaid dividends on the shares of the
Series Preferred being converted. Until surrendered as provided above, each
certificate formerly representing shares of the Series Preferred shall be deemed
for all corporate purposes to represent the number of shares of Common Stock
resulting from such automatic conversion.

               (xiv) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of the Series Preferred. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of the Series Preferred by a holder thereof shall be aggregated for
purposes of determination whether the conversion would result in the issuance of
any fractional share. If, after the aforementioned aggregation, the conversion
would result in the issuance of any fractional share, the Corporation shall, in
lieu of issuing any fractional share, pay cash equal to the product of such
fraction multiplied by the Common Stock's fair market value (as determined by
the Corporation's board of directors) on the date of conversion.

          (f) CONVERSION RIGHTS - CONVERSION OF SERIES B PREFERRED INTO SERIES
B-1 PREFERRED OR VICE-VERSA.

     The holders of Series B/B-1 Preferred shall have the following rights with
respect to the conversion of Series B Preferred into Series B-1 Preferred or
vice-versa:

               (i) Conversion of Series B Preferred into Series B-1 Preferred.
At any Regulated Holder's request at any time (whether in connection with any
action by the Corporation referred to in Section 4.2(f)(ii)(B) or otherwise),
such Regulated Holder shall have the right, upon the occurrence or possible
occurrence of a Regulatory Problem, to convert any number of shares of Series B
Preferred then held by such Regulated Holder into an equal number of shares of
Series B-1 Preferred.

               (ii) Conversion of Series B-1 Preferred into Series B Preferred.


                                       15
<PAGE>   41


                    (A) In connection with the occurrence (or the expected
occurrence as described in Section 4.2(f)(ii)(C) below) of any Conversion Event,
each holder of Series B-1 Preferred shall be entitled to convert into an equal
number of Series B Preferred all of such holder's Series B-1 Preferred being (or
expected to be) distributed, disposed of or sold in connection with such
Conversion Event.

                    (B) A "Conversion Event" shall mean (i) any public offering
or public sale of securities of the Corporation (including a public offering
registered under the Securities Act and a public sale pursuant to Rule 144 of
the Securities Exchange Commission or any similar rule then in force), (ii) any
sale of securities of the Corporation to a person or group of persons (within
the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "1934
Act")) if, after such sale, such person or group of persons in the aggregate
would own or control securities which possess in the aggregate the ordinary
power to elect a majority of the Corporation's board of directors (provided that
such sale has been approved by the Corporation's board of directors or a
committee thereof), (iii) any sale of securities of the Corporation to a person
or group of persons (within the meaning of the 1934 Act) if, after such sale,
such person or group of persons in the aggregate would own or control securities
of the Corporation (excluding any Series B-1 Preferred being converted and
disposed of in connection with such Conversion Event) which possesses in the
aggregate the ordinary power to elect a majority of the Corporation's board of
directors, (iv) any sale of securities of the Corporation to a person or group
of persons (within the meaning of the 1934 Act) if, after such sale, such person
or group of persons would not, in the aggregate, own, control or have the right
to acquire more than two percent (2%) of the outstanding securities of any class
of voting securities of the Corporation, and (v) a merger, consolidation or
similar transaction involving the Corporation if, after such transaction, a
person or group of persons (within the meaning of the 1934 Act) in the aggregate
would own or control securities which possess in the aggregate the ordinary
voting power to elect a majority of the surviving company's directors (provided
that the transaction has been approved by the Corporation's board of directors
or a committee thereof).

                    (C) Each Regulated Holder holding Series B-1 Preferred shall
be entitled to convert Series B-1 Preferred in connection with any Conversion
Event if such Regulated Holder reasonably believes that such Conversion Event
shall be consummated, and a written request for conversion from any Regulated
Holder holding Series B-1 Preferred to the Corporation shall obligate the
Corporation to effect such conversion in a timely manner so as to enable each
such Regulated Holder to participate in such Conversion Event. The Corporation
shall not cancel the Series B-1 Preferred so converted before the tenth day
following such Conversion Event and shall reserve such Series B-1 Preferred
until such tenth day for reissuance in compliance with the next sentence. If any
Series B-1 Preferred are converted into Series B Preferred in connection with a
Conversion Event and such Series B Preferred are not actually distributed,
disposed of or sold pursuant to such Conversion Event, such Series B Preferred
shall be promptly converted back into the same number of Series B-1 Preferred.


                                       16
<PAGE>   42


                    (D) If at any time the Bank Holding Company Act and the
rules and regulations thereunder (the "BHCA Rules") are amended to allow a
holder of Series B-1 Preferred to convert to Series B Preferred, then upon any
Regulated Holder's request, such Regulated Holder shall have the right to
convert shares of Series B-1 Preferred into an equal number of shares of Series
B Preferred to the extent permissible at such time under the BHCA Rules (as
determined by such holder in its sole discretion).

               (iii) Conversion Procedure.

                    (A) Unless otherwise provided in connection with any
conversion, each conversion of Series B-1 Preferred or Series B Preferred, into
Series B Preferred or Series B-1 Preferred, as the case may be, shall be
effected by the surrender of the certificate or certificates representing the
shares to be converted at the principal office of the Corporation at any time
during normal business hours, together with a written notice by the holder of
such shares stating that such holder desires to convert the shares, or a stated
number of the shares, represented by such certificate or certificates into
shares of the other class (and such statement shall obligate the Corporation to
issue such shares). Unless otherwise provided in connection with any conversion,
each conversion shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the rights of
the holder of the converted Series B-1 Preferred and Series B Preferred, as the
case may be, as such holder shall cease and the person or persons in whose name
or names the certificate or certificates for shares of Series B Preferred or
Series B-1 Preferred are to be issued upon such conversion shall be deemed to
have become the holder or holders of record of the Series B Preferred and the
Series B-1 Preferred represented thereby.

                    (B) Promptly after the surrender of certificates and the
receipt of written notice, the Corporation shall issue and deliver in accordance
with the surrendering holder's instructions (i) the certificate or certificates
for the Series B Preferred and the Series B-1 Preferred issuable upon such
conversion and (ii) a certificate representing any Series B-1 Preferred and
Series B Preferred which were represented by the certificate or certificates
delivered to the Corporation in connection with such conversion but which were
not converted.

                    (C) The issuance of certificates for Series B-1 Preferred or
Series B Preferred upon conversion of Series B Preferred or Series B-1
Preferred, respectively, shall be made without charge to the holders of such
shares for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of
Series B Preferred and Series B-1 Preferred, as the case may be.

                    (D) The Corporation has duly authorized, solely for the
purpose of issuance upon the conversion of the Series B-1 Preferred and Series B
Preferred, respectively, such number of Series B Preferred and Series B-1
Preferred, as


                                       17
<PAGE>   43


the case may be issuable upon the conversion of all outstanding Series B-1
Preferred and Series B Preferred, as the case may be. All shares which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be necessary to ensure that all such shares may be
so issued without violation of any applicable law or governmental regulation or
any requirements of any domestic securities exchange upon which shares may be
listed (except for official notice of issuance which shall be immediately
transmitted by the Corporation upon issuance).

                    (E) The Corporation shall not close its books against the
transfer of Series B-1 Preferred and Series B Preferred in any manner which
would interfere with the timely conversion of any Series B-1 Preferred or Series
B Preferred. The Corporation shall assist and cooperate with any holder of
Series B-1 Preferred and Series B Preferred required to make any governmental
filings or obtain any governmental approval prior to or in connection with any
conversion of Series B-1 Preferred and Series B Preferred hereunder (including,
without limitation, making any filings required to be made by the Corporation).

                    (F) If the Corporation in any manner subdivides or combines
the outstanding Series B-1 Preferred or Series B Preferred, the outstanding
shares of the other class shall be proportionately subdivided or combined in a
similar manner.

          (g) CONVERSION RIGHTS - CONVERSION OF NON-VOTING COMMON STOCK INTO
VOTING COMMON STOCK AND VICE-VERSA.

     The holders of Common Stock shall have the following rights with respect to
the conversion of Voting Common Stock into Non-Voting Common Stock or
vice-versa:

               (i) Conversion of Voting Common Stock into Non-Voting Common
Stock. At any Regulated Holder's request at any time (whether in connection with
any action by the Corporation referred to in Section 4.2(f)(ii)(B) above or
otherwise), such Regulated Holder shall have the right, upon the occurrence or
possible occurrence of a Regulatory Problem, to convert any number of shares of
Voting Common Stock then held by such Regulated Holder into an equal number of
shares of Non-Voting Common Stock.

               (ii) Conversion of Non-Voting Common Stock into Voting Common
Stock.

                    (A) In connection with the occurrence (or the expected
occurrence as described in Section 4.2(g)(ii)(B) below) of any Conversion Event,
each holder of Non-Voting Common Stock shall be entitled to convert into an
equal number of Voting Common Stock all of such holder's Non-Voting Common Stock
being (or expected to be) distributed, disposed of or sold in connection with
such Conversion Event.


                                       18
<PAGE>   44


                    (B) Each Regulated Holder holding Non-Voting Common Stock
shall be entitled to convert Non-Voting Common Stock in connection with any
Conversion Event if such Regulated Holder reasonably believes that such
Conversion Event shall be consummated, and a written request for conversion from
any Regulated Holder holding Non-Voting Common Stock to the Corporation shall
obligate the Corporation to effect such conversion in a timely manner so as to
enable each such Regulated Holder to participate in such Conversion Event. The
Corporation shall not cancel the Non-Voting Common Stock so converted before the
tenth day following such Conversion Event and shall reserve such Non-Voting
Common Stock until such tenth day for reissuance in compliance with the next
sentence. If any Non-Voting Common Stock are converted into Voting Common Stock
in connection with a Conversion Event and such Voting Common Stock are not
actually distributed, disposed of or sold pursuant to such Conversion Event,
such Voting Common Stock shall be promptly converted back into the same number
of Non-Voting Common Stock.

                    (C) If at any time the BHCA Rules are amended to allow a
holder of Non-Voting Common Stock to convert to Voting Common Stock, then upon
any Regulated Holder's request, such Regulated Holder shall have the right to
convert shares of Non-Voting Common Stock into an equal number of shares of
Voting Common Stock to the extent permissible at such time under the BHCA Rules
(as determined by such holder in its sole discretion).

               (iii) Conversion Procedure.

                    (A) Unless otherwise provided in connection with any
conversion, each conversion of Non-Voting Common Stock or Voting Common Stock,
into Voting Common Stock or Non-Voting Common Stock, as the case may be, shall
be effected by the surrender of the certificate or certificates representing the
shares to be converted at the principal office of the Corporation at any time
during normal business hours, together with a written notice by the holder of
such shares stating that such holder desires to convert the shares, or a stated
number of the shares, represented by such certificate or certificates into
shares of the other class (and such statement shall obligate the Corporation to
issue such shares). Unless otherwise provided in connection with any conversion,
each conversion shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the rights of
the holder of the converted Non-Voting Common Stock and Voting Common Stock, as
the case may be, as such holder shall cease and the person or persons in whose
name or names the certificate or certificates for shares of Voting Common Stock
or Non-Voting Common Stock are to be issued upon such conversion shall be deemed
to have become the holder or holders of record of the Voting Common Stock and
the Non-Voting Common Stock represented thereby.

                    (B) Promptly after the surrender of certificates and the
receipt of written notice, the Corporation shall issue and deliver in accordance
with the surrendering holder's instructions (i) the certificate or certificates
for the Voting


                                       19
<PAGE>   45


Common Stock and the Non-Voting Common Stock issuable upon such conversion and
(ii) a certificate representing any Non-Voting Common Stock and Voting Common
Stock which were represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which were not converted.

                    (C) The issuance of certificates for Non-Voting Common Stock
or Voting Common Stock upon conversion of Voting Common Stock or Non-Voting
Common Stock, respectively, shall be made without charge to the holders of such
shares for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of
Voting Common Stock and Non-Voting Common Stock, as the case may be.

                    (D) The Corporation has duly authorized, solely for the
purpose of issuance upon the conversion of the Non-Voting Common Stock and
Voting Common Stock, respectively, such number of Voting Common Stock and
Non-Voting Common Stock, as the case may be issuable upon the conversion of all
outstanding Non-Voting Common Stock and Voting Common Stock, as the case may be.
All shares which are so issuable shall, when issued, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens and charges. The
Corporation shall take all such actions as may be necessary to ensure that all
such shares may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares may be listed (except for official notice of issuance which
shall be immediately transmitted by the Corporation upon issuance).

                    (E) The Corporation shall not close its books against the
transfer of Non-Voting Common Stock and Voting Common Stock in any manner which
would interfere with the timely conversion of any Non-Voting Common Stock or
Voting Common Stock. The Corporation shall assist and cooperate with any holder
of Non-Voting Common Stock and Voting Common Stock required to make any
governmental filings or obtain any governmental approval prior to or in
connection with any conversion of Non-Voting Common Stock and Voting Common
Stock hereunder (including, without limitation, making any filings required to
be made by the Corporation).

                    (F) If the Corporation in any manner subdivides or combines
the outstanding Non-Voting Common Stock or Voting Common Stock, the outstanding
shares of the other class shall be proportionately subdivided or combined in a
similar manner.

          (h) CERTAIN DEFINITIONS.

     "COMMON STOCK" means the Voting Common Stock and Non-Voting Common Stock,
par value $.0001 per share, of the Corporation.

     "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus (a) the number of


                                       20
<PAGE>   46


shares of Common Stock which would be issued upon exercise of all of the
Corporation's outstanding Options and (b) the number of shares of Common Stock
which would be issued upon conversion or exchange of all of the Corporation's
outstanding Convertible Securities (including Convertible Securities issuable
upon exercise of Options).

     "CONVERTIBLE SECURITIES" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

     "OPTIONS" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     "PERMITTED ISSUANCE" means any issuance of Reserved Employee Stock.

     "REGULATED HOLDER" means any holder of Preferred Stock or Common Stock who
is regulated under the BHCA Rules.

     "REGULATORY PROBLEM" means any transaction, circumstance or situation
whereby (i) any Regulated Holder and its affiliates would own, control or have
power over a greater quantity of securities of any kind issued by the
Corporation or any other entity than are permitted under any requirement of any
governmental authority, or would cause such Regulated Holder or any of its
affiliates to not be able to hold an investment in or provide financing to the
Corporation in compliance with any applicable requirement of any governmental
authority, or (ii) it has been asserted by any governmental regulatory agency
(or any Regulated Holder believes that there is a risk of such assertion) that
such Regulated Holder and its affiliates are not entitled to hold the shares
held by such Regulated Holder and its affiliate or exercise any significant
right with respect to the shares held by such person or provide financing to the
Corporation in compliance with any applicable requirement of any governmental
authority.

     "RESERVED EMPLOYEE STOCK" means the shares of Common Stock issuable to
employees, directors or consultants of the Corporation and its Subsidiaries
pursuant to options granted under the VeloCom Inc. Amended and Restated 1998
Stock Option Plan, which amount shall in no event exceed twelve percent (12%) of
the Corporation's Common Stock Deemed Outstanding.

     "SUBSIDIARY" means any corporation of which 50% or more of the shares of
outstanding capital stock possessing the voting power (under ordinary
circumstances) in electing the board of directors are, at the time as of which
any determination is being made, owned by the Corporation either directly or
indirectly through Subsidiaries.

          (i) AMENDMENT AND WAIVER.

     No amendment, modification or waiver of any of the terms or provisions of
the Series Preferred shall be binding or effective without the prior written
consent of the Required Holders and no change in the terms hereof may be
accomplished by merger or consolidation of the Corporation with another
corporation or entity unless the Corporation


                                       21
<PAGE>   47


has obtained the prior written consent of the Required Holders; provided,
however, that no such action shall adversely alter or change any of the rights,
preferences, or privileges of the Series A Preferred without the prior written
consent of the holders of at least 75% of the Series A Preferred then
outstanding; and provided, further, than no such action shall adversely alter or
change any of the rights, preferences or privileges of the Series B/B-1
Preferred without the prior written consent of at least 75% of the Series B/B-1
Preferred then outstanding. Any amendment, modification or waiver of any of the
terms or provisions of the Series Preferred by the Required Holders (or such
higher vote as may be required), whether prospective or retroactively effective,
shall be binding upon all holders of the Series Preferred.

          (j) GENERAL PROVISIONS.

               (i) Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of the Series Preferred. Upon
the surrender of any certificate representing the Series Preferred at such
place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate.

               (ii) Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of the Series Preferred, and in the case of
any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided, however, that if the holder is a
financial institution or other institutional investor its own agreement shall be
satisfactory), or in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

               (iii) Reservation of Common Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series Preferred, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series Preferred. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then-outstanding shares of the Series Preferred, the
Corporation shall take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.


                                       22
<PAGE>   48


               (iv) Notices. Any notice required by the provisions of this
Amended and Restated Certificate of Incorporation shall be in writing and shall
be deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (iii)
five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All notices to stockholders shall be addressed
to each holder of record at the address of such holder appearing on the books of
the Corporation.

               (v) Payment of Taxes. The Corporation shall pay all taxes (other
than taxes based upon income) and other governmental charges that may be imposed
with respect to the issue or delivery of shares of Common Stock upon conversion
of shares of the Series Preferred, excluding any tax or other charge imposed in
connection with any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that in which the shares of the Series
Preferred so converted were registered.

               (vi) No Dilution or Impairment. The Corporation shall not amend
its Certificate of Incorporation or participate in any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation.

               (vii) No Reissuance of the Series Preferred. No share or shares
of the Series Preferred acquired by the Corporation by reason of redemption,
purchase, conversion or otherwise shall be reissued.

                                  ARTICLE FIVE.

     The Corporation is to have perpetual existence.

                                  ARTICLE SIX.

     In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to make, alter
or repeal the Bylaws of the Corporation.

                                 ARTICLE SEVEN.

     The management of the business and the conduct of the affairs of the
Corporation shall be vested in its board of directors. The number of directors
which shall constitute the whole board of directors shall be fixed by, or in the
manner provided in, the Bylaws of the Corporation.


                                       23
<PAGE>   49


                                 ARTICLE EIGHT.

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the Bylaws of the Corporation.
Election of directors need not be by written ballot unless the Bylaws of the
Corporation so provide.

                                  ARTICLE NINE.

     The Corporation shall indemnify, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time, all
persons who it may indemnify pursuant thereto. The personal liability of a
director of the Corporation to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director shall be limited to the
fullest extent permitted by the Delaware General Corporation Law, as it now
exists or may hereafter be amended. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                  ARTICLE TEN.

     The Corporation expressly elects not to be governed by Section 203 of the
Delaware General Corporation Law.

                                 ARTICLE ELEVEN.

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.


                                       24
<PAGE>   50


     IN WITNESS WHEREOF, the Corporation has caused this Second Amended &
Restated Certificate of Incorporation to be signed and executed in its corporate
name by David J. Leonard, its President and Chief Executive Officer, and
attested to by Michael S. Quinn, its Assistant Secretary, and its Corporate Seal
to be affixed on this ___ day of January, 2000.

                                        VELOCOM INC.


                                        By:
                                           -------------------------------------
                                            Name: David J. Leonard
                                            Title: President and Chief Executive
                                            Officer


Attest:


-----------------------------------
Name: Michael S. Quinn
Title: Assistant Secretary


                                       25
<PAGE>   51




            SUPPLEMENTAL FOLLOW-ON SERIES B STOCK PURCHASE AGREEMENT

                                    EXHIBIT C

                            FORM OF WARRANT AGREEMENT












                                       1
<PAGE>   52
                                                      INTEL/VELOCOM CONFIDENTIAL

                                     WARRANT

THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY NOT BE SOLD, OFFERED FOR
SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT
UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE
COMPANY IS REASONABLY SATISFIED THAT THE SALE OF SUCH SECURITIES IS MADE
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.

                WARRANT TO PURCHASE COMMON STOCK OF VELOCOM INC.

NO. __

         THIS CERTIFIES THAT, for value received, Intel Corporation or its
permitted assignees pursuant to Section 8 hereof (each individually, a
"Holder"), is entitled, at any time or from time to time after February __, 2000
(the "Exercise Date") and before the expiration date defined in Section 2.9
below (the "Expiration Date"), to purchase from VeloCom Inc., a Delaware
corporation ("VeloCom" or the "Company"), one hundred and twenty five thousand
(125,000) shares of Common Stock (as defined in Section 1 below) of the Company
at a price per share of $8.10 (the "Purchase Price"), subject to the vesting
schedule listed in Attachment A hereto. Both the number of shares of Common
Stock purchasable upon exercise of this Warrant and the Purchase Price are
subject to adjustment and change as provided herein.

1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
the following respective meanings:

         "Common Stock" shall mean the Company's voting common stock, $.0001 par
value per share.

         "Fair Market Value" of a share of Common Stock as of a particular date
shall mean:

                  (a) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the 5
business days ending immediately prior to the applicable date of valuation;

                  (b) If actively traded over-the-counter, the Fair Market Value
shall be deemed to be the average of the closing bid and ask prices over the
30-day period ending immediately prior to the applicable date of valuation; and


<PAGE>   53
                                                      INTEL/VELOCOM CONFIDENTIAL


                  (c) If there is no active public market, the Fair Market Value
shall be the value thereof, as determined in good faith by the Company's board
of directors.

         "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.

         "IPO" shall mean the Company's first firm commitment underwritten
public offering of the Company's Common Stock pursuant to a registration
statement filed with the Securities and Exchange Commission.

         "Warrant" as used herein, shall include this Warrant and any warrant
delivered in substitution or exchange therefor as provided herein.

2. EXERCISE OF WARRANT

         2.1. Payment. Subject to compliance with the terms and conditions of
this Warrant and applicable securities laws and subject to the vesting
conditions referenced in Section 2.8, this Warrant may be exercised, in whole or
in part at any time or from time to time, on or before the Expiration Date by
the delivery (including, without limitation, delivery by facsimile) of the form
of Notice of Exercise attached hereto as Exhibit 1 (the "Notice of Exercise"),
duly executed by the Holder, at the principal office of the Company, and as soon
as practicable after such date, surrendering

              (a) this Warrant at the principal office of the Company, and

              (b) payment, in cash (by check) or by wire transfer, of an amount
equal to the product obtained by multiplying the number of shares of Common
Stock being purchased upon such exercise by the then effective Purchase Price
(the "Exercise Amount"), except that if Holder is subject to HSR Act
Restrictions (as defined in Section 2.6 below), the Exercise Amount shall be
paid to the Company within five (5) business days of the termination of all HSR
Act Restrictions.

         2.2. Net Issue Exercise. In lieu of the payment methods set forth in
Section 2.1(b) above, the Holder may elect to pay the Exercise Amount by
surrendering shares of Common Stock having an aggregate fair market value on the
date of exchange equal to the Exercise Amount. If Holder elects to exercise this
Warrant as provided in this Section 2.2, Holder shall tender to the Company the
Warrant for the amount being exercised, along with written notice of Holder's
election to exercise some or all of the Warrant, and the Company shall issue to
Holder the number of shares of Common Stock computed using the following
formula:

                  X = Y (A-B)
                     ---------
                         A

                  Where X = the number of shares of Common Stock to be issued to
                  Holder.


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                                                      INTEL/VELOCOM CONFIDENTIAL

                  Y = the number of shares of Common Stock purchasable under the
                  Warrant or, if only a portion of the Warrant is being
                  exercised, the portion of the Warrant being canceled (as
                  adjusted to the date of such calculation).

                  A = the Fair Market Value of one share of the Company's Common
                  Stock.

                  B = Purchase Price (as adjusted to the date of such
                  calculation).

         2.3. Initial Public Offering. Upon receipt of a written notice of the
Company's intention to raise capital by selling shares of Common Stock in an IPO
(the "IPO Notice"), which notice shall be delivered to Holder at least thirty
(30) but not more than ninety (90) days before the anticipated date of the
filing with the Securities and Exchange Commission of the registration statement
associated with the IPO, the Holder shall notify the Company within 15 days
after receiving the IPO Notice whether or not the Holder will exercise this
Warrant pursuant to Section 2.2 prior to consummation of the IPO. If the Holder
notifies the Company that it does not intend to exercise this Warrant before
consummation of the IPO or if the Holder does not give timely notice in response
to the IPO Notice, then the Holder will not be allowed to exercise this Warrant
until after consummation of the IPO and completion of the distribution of the
IPO shares or, if sooner, abandonment of the IPO by the Company. Notwithstanding
whether or not an IPO Notice has been delivered to Holder or any other provision
of this Warrant to the contrary, if Holder decides to exercise this Warrant
while a registration statement is on file with the Securities and Exchange
Commission (the "SEC") in connection with the IPO, this Warrant shall be deemed
exercised immediately prior to the consummation of the IPO and the Fair Market
Value of a share of Common Stock will be the "Price to Public" stated in the
final prospectus used for the IPO. If Holder has elected to exercise this
Warrant pursuant to Section 2.2 while a registration statement is on file with
the Securities and Exchange Commission in connection with an IPO and the IPO is
not consummated, then Holder's exercise of this Warrant shall not be effective
unless Holder confirms in writing Holder's intention to go forward with the
exercise of this Warrant.

         2.4. "Easy Sale" Exercise. In lieu of the payment methods set forth in
Section 2.1(b) above, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Purchase Price 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 (a "NASD
Dealer")), whereby the Holder irrevocably elects to exercise this Warrant and to
sell a portion of the Common Stock so purchased to pay for the Purchase Price
and the Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in
the case of the NASD Dealer, upon receipt) of such Common Stock to forward the
Purchase Price directly to the Company.

         2.5. Stock Certificates; Fractional Shares. As soon as practicable on
or after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
whole shares of Common Stock issuable upon such exercise, together with cash in
lieu of any fraction of a share equal to such fraction of the current Fair
Market Value of one whole share of Common Stock as of the date of exercise of
this Warrant. No fractional shares or scrip representing fractional shares shall
be issued upon an exercise of this Warrant.


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                                                      INTEL/VELOCOM CONFIDENTIAL

         2.6. HSR Act. The Company hereby acknowledges that exercise of this
Warrant by Holder may subject the Company and/or the Holder to the filing
requirements of the HSR Act and that Holder may be prevented from exercising
this Warrant until the expiration or early termination of all waiting periods
imposed by the HSR Act ("HSR Act Restrictions"). If on or before the Expiration
Date Holder has sent the Notice of Exercise to Company and Holder has not been
able to complete the exercise of this Warrant prior to the Expiration Date
because of HSR Act Restrictions, the Holder shall be entitled to complete the
process of exercising this Warrant in accordance with the procedures contained
herein notwithstanding the fact that completion of the exercise of this Warrant
would take place after the Expiration Date or the completion of the IPO.

         2.7. Partial Exercise; Effective Date of Exercise. Any partial exercise
of this Warrant must be for a minimum of 50,000 shares of Common Stock. In case
of any partial exercise of this Warrant, the Company shall cancel this Warrant
upon surrender hereof and shall execute and deliver a new Warrant of like tenor
and date for the balance of the shares of Common Stock purchasable hereunder.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above.
However, if Holder is subject to HSR Act Restrictions this Warrant shall be
deemed to have been exercised on the date immediately following the date of the
expiration of all HSR Act Restrictions. The person entitled to receive the
shares of Common Stock issuable upon exercise of this Warrant shall be treated
for all purposes as the holder of record of such shares as of the close of
business on the date the Holder is deemed to have exercised this Warrant.

         2.8. Vesting. This Warrant may be exercised only to the extent it has
vested in accordance with attached Attachment A and Attachment B.

         2.9 Expiration Date. This Warrant shall expire on the earliest to occur
of the following: (i) February __, 2003 or (ii) the closing of an acquisition of
the Company by another entity by means of a merger, reorganization,
consolidation or otherwise.

3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of
this Warrant (and shares of Common Stock for issuance on conversion of such
Common Stock) shall be validly issued, fully paid and non-assessable, and the
Company shall pay all taxes and other governmental charges that may be imposed
in respect of the issue or delivery thereof. The Company shall not be required
to pay any tax or other charge imposed in connection with any transfer involved
in the issuance of any certificate for shares of Common Stock in any name other
than that of the Registered Holder of this Warrant, which will only be done in
accordance with and will be subject to the provisions of the Investors Agreement
(defined below), and in such case the Company shall not be required to issue or
deliver any stock certificate or security until such tax or other charge has
been paid, or it has been established to the Company's reasonable satisfaction
that no tax or other charge is due.

4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. In addition to any
adjustment to the Common Stock required by the terms of such Common Stock in the
Company's Certificate of Incorporation, the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities or property receivable or



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                                                      INTEL/VELOCOM CONFIDENTIAL

issuable upon exercise of this Warrant) and the Purchase Price are subject to
adjustment upon occurrence of the following events:

         4.1. Adjustment for Stock Splits, Stock Subdivisions or Combinations of
Shares. The Purchase Price of this Warrant shall be proportionally decreased and
the number of shares of Common Stock issuable upon exercise of this Warrant (or
any shares of stock or other securities at the time issuable upon exercise of
this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination or reduction of the
Company's Common Stock.

         4.2. Adjustment for Dividends or Distributions of Stock or Other
Securities or Property. In case the Company shall make or issue, or shall fix a
record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of this Warrant)
payable in (a) securities of the Company or (b) assets (excluding cash dividends
paid or payable solely out of retained earnings), then, in each such case, the
Holder of this Warrant on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other distribution, shall
receive, in addition to the shares of Common Stock (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock available
by it as aforesaid during such period giving effect to all adjustments called
for by this Section 4.

         4.3. Reclassification. If the Company, by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change and the Purchase Price therefore shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any
conversion or redemption of the Common Stock which is the subject of Section
4.5.

         4.4. Adjustment for Capital Reorganization. In case of any capital
reorganization of the capital stock of the Company (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), then, as a part of such reorganization, lawful provision shall be made
so that the Holder of this Warrant shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the Purchase Price then in effect, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization that a holder of the shares


                                      -5-
<PAGE>   57
                                                      INTEL/VELOCOM CONFIDENTIAL


deliverable upon exercise of this Warrant would have been entitled to receive in
such reorganization if this Warrant had been exercised immediately before such
reorganization, all subject to further adjustment as provided in this Section 4.
The foregoing provisions of this Section 4.4 shall similarly apply to successive
reorganizations and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.

         4.5. Conversion of Common Stock. In case all or any portion of the
authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the
Company's Certificate of Incorporation or otherwise, or the Common Stock
otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Common Stock is so
redeemed or converted, reclassified or ceases to exist (the "Termination Date"),
shall receive, in lieu of the number of shares of Common Stock that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant.

5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase
Price, or number or type of shares issuable upon exercise of this Warrant, the
Chief Financial Officer or Controller of the Company shall compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.

6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.

7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable
upon exercise of this Warrant (and shares of its Common Stock for


                                      -6-
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                                                      INTEL/VELOCOM CONFIDENTIAL

issuance on conversion of such Common Stock). All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully
paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights, except encumbrances or restrictions arising under federal or
state securities laws and the Investors Agreement. Issuance of this Warrant
shall constitute full authority to the Company's officers who are charged with
the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock (and shares of Common Stock for issuance
on conversion of such Common Stock) upon the exercise of this Warrant.

8. TRANSFER AND EXCHANGE. Upon the closing of the Company's IPO and after Intel
Corporation has fully vested all shares of Common Stock pursuant to the
conditions described in Attachment A hereto, subject to the terms and conditions
of this Warrant and compliance with all applicable securities laws, this Warrant
and all rights hereunder may be transferred to any Registered Holder parent,
subsidiary or affiliate, in whole or in part, on the books of the Company
maintained for such purpose at the principal office of the Company referred to
above, by the Registered Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer, the Company will issue and
deliver to the Registered Holder a new Warrant or Warrants with respect to the
shares of Common Stock not so transferred. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that when this
Warrant shall have been so endorsed, the person in possession of this Warrant
may be treated by the Company, and all other persons dealing with this Warrant,
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.

         In addition, the Holder agrees that upon exercise (in full or in part)
of this Warrant, the Holder shall become a party to the Company's Third Amended
and Restated Investors Agreement dated as of January 7, 2000 by and among the
Company and certain of the holders of the Company's securities (the "Investors
Agreement"), that the Holder shall be deemed to be an "Investor" under the
Investors Agreement, that the Common Stock will be deemed to be "Investor Stock"
under the Investors Agreement, and that the Common Stock will be subject to all
restrictions contained in the Investors Agreement to the extent such
restrictions have not terminated.

9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the SEC under the
Securities Act of 1933, as amended (the "1933 Act"), covering the disposition or
sale of this Warrant or the Common Stock issued or issuable upon exercise
hereof, as the case may be, and registration or qualification under applicable
state securities laws, such Holder will not sell, transfer, pledge, or
hypothecate any or all such Warrants or Common Stock, as the case may be, unless
(A) the conditions and restriction of Section 8 above have been met, and (B)
either (i) the Company has received an opinion of counsel, in form and substance
reasonably satisfactory to the Company, to the effect

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                                                      INTEL/VELOCOM CONFIDENTIAL

that such registration is not required in connection with such disposition or
(ii) the Company is reasonably satisfied that the sale of such securities is
made pursuant to SEC Rule 144.

10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder
hereby represents, warrants and covenants that any shares of Common Stock
purchased upon exercise of this Warrant shall be acquired for investment only
and not with a view to, or for sale in connection with, any distribution
thereof; that the Holder has had such opportunity as such Holder has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit the Holder to evaluate the merits and risks of its
investment in the Company; that the Holder is able to bear the economic risk of
holding such shares as may be acquired pursuant to the exercise of this Warrant
for an indefinite period; that the Holder understands that the shares of Common
Stock acquired pursuant to the exercise of this Warrant will not be registered
under the 1933 Act (unless otherwise required pursuant to exercise by the Holder
of the registration rights, if any, previously granted to the Holder) and will
be "restricted securities" within the meaning of Rule 144 under the 1933 Act and
that the exemption from registration under Rule 144 will not be available for at
least one year from the date of exercise of this Warrant, subject to any special
treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and
even then will not be available unless a public market then exists for the
stock, adequate information concerning the Company is then available to the
public, and other terms and conditions of Rule 144 are complied with; and that
all stock certificates representing shares of Common Stock issued to the Holder
upon exercise of this Warrant may have affixed thereto a legend substantially in
the following form:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE
     SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
     OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE
     REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO SUCH SECURITIES
     UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS
     OR UNLESS THE CORPORATION RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO
     THE CORPORATION THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE
     SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT
     REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A THIRD
     AMENDED AND RESTATED INVESTORS AGREEMENT, DATED AS OF JANUARY 7, 2000, AS
     AMENDED (THE "INVESTORS AGREEMENT") AMONG VELOCOM INC. (THE "CORPORATION")
     AND CERTAIN OF THE CORPORATION'S STOCKHOLDERS. A COPY OF SUCH INVESTORS
     AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER
     HEREOF UPON WRITTEN REQUEST.

11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company. In
the

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                                                      INTEL/VELOCOM CONFIDENTIAL

absence of affirmative action by such Holder to purchase Common Stock by
exercise of this Warrant, no provisions of this Warrant, and no enumeration
herein of the rights or privileges of the Holder hereof shall cause such Holder
hereof to be a stockholder of the Company for any purpose.

12. REGISTRATION RIGHTS. All shares of Common Stock issuable upon exercise of
this Warrant shall be "Registrable Securities" or such other definition of
securities entitled to registration rights pursuant to the Investors Agreement.

13. NOTICES. All notices and other communications from the Company to the Holder
shall be given to: Intel Capital Portfolio Manager c/o Tamiko Hutchinson, Intel
Corporation, 2200 Mission College Boulevard, Mail Stop RN6-46, Santa Clara, CA
95052, fax (408) 765-6038, phone (408) 765-5636.

14. HEADINGS. The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.

15. LAW GOVERNING. This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of Delaware.

16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of
Incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Registered Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock issuable
upon the exercise of this Warrant above the amount payable therefor upon such
exercise, and (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon exercise of this Warrant and Common
Stock issued in conversion thereof.

17. NOTICES OF RECORD DATE. In case:

    17.1. the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time receivable upon the exercise of this
Warrant), for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or

    17.2. of any consolidation or merger of the Company with or into another
corporation, any capital reorganization of the Company, any reclassification of
the capital stock of the Company, or any conveyance of all or substantially all
of the assets of the Company to another corporation in which holders of the
Company's stock are to receive stock, securities or property of another
corporation; or

    17.3. of any voluntary dissolution, liquidation or winding-up of the
Company; or

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                                                      INTEL/VELOCOM CONFIDENTIAL


    17.4. of any redemption or conversion of all outstanding Common Stock or
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days prior to the date therein specified.

18. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

19. COUNTERPARTS. For the convenience of the parties, any number of counterparts
of this Warrant may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.

20. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of
this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to holders of the Company's securities under any other
agreements, except rights that have been waived. Nothing herein will restrict
the ability of the Company to issue securities senior in right to the Common
Stock.

21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday,
Sunday or legal holiday, the Expiration Date shall automatically be extended
until 5:00 p.m. the next business day.

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<PAGE>   62

                                                      INTEL/VELOCOM CONFIDENTIAL


IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of February
__, 2000.

INTEL CORPORATION                         VELOCOM INC.



By:                                       By:
   -------------------------------           ----------------------------------



----------------------------------        --------------------------------------
Printed Name                              Printed Name



----------------------------------        --------------------------------------
Title                                     Title













                      SIGNATURE PAGE TO WARRANT TO PURCHASE
                                 COMMON STOCK OF
                                  VELOCOM INC.





                                      -11-
<PAGE>   63


                                                      INTEL/VELOCOM CONFIDENTIAL

                                   EXHIBIT 1

                               NOTICE OF EXERCISE

                    (To be executed upon exercise of Warrant)

VELOCOM INC.                                                    WARRANT NO. ___

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of Velocom Inc., as provided for therein, and (check the
applicable box):

[ ]      Tenders herewith payment of the exercise price in full in the form of
         cash or a certified or official bank check in same-day funds in the
         amount of $____________ for _________ such securities.

[ ]      Elects the Net Issue Exercise option pursuant to Section 2.2 of the
         Warrant, and accordingly requests delivery of a net of ______________
         of such securities, according to the following calculation:

             X = Y (A-B)               (    ) =  (____) [(_____) - (_____)]
                 -------                         --------------------------
                    A                                    (_____)

                  Where X = the number of shares of Common Stock to be issued to
                  Holder.

                  Y = the number of shares of Common Stock purchasable under the
                  amount of the Warrant being exchanged (as adjusted to the date
                  of such calculation).

                  A = the Fair Market Value of one share of the Company's Common
                  Stock.

                  B = Purchase Price (as adjusted to the date of such
                  calculation).

[ ]      Elects the Easy Sale Exercise option pursuant to Section 2.4 of the
         Warrant, and accordingly requests delivery of a net of ______________
         of such securities.

Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):

Name:
                ----------------------------------------
Address:
                ----------------------------------------
Signature:
                ----------------------------------------

Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.

If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.




                                       12
<PAGE>   64

                                                      INTEL/VELOCOM CONFIDENTIAL



                                   EXHIBIT 2

                                   ASSIGNMENT

(To be executed only upon assignment of Warrant Certificate)    WARRANT NO. ___

For value received, hereby sells, assigns and transfers unto
________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:

<TABLE>
<CAPTION>


        NAME(S) OF ASSIGNEE(S)                         ADDRESS                            # OF WARRANTS
        ----------------------                         -------                            -------------
<S>                                      <C>                                   <C>


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

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

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

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

---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>

And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.

Dated:
               ------------------------------

Signature:
               ------------------------------

Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular, without alteration
or any change whatsoever; signature(s) must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission Rule 17Ad-15.






                                      -13-
<PAGE>   65


                                  ATTACHMENT A

                         SALES AND MARKETING MILESTONES


All terms not defined herein shall have the definition assigned to them in that
Intel - Velocom Marketing Activities Agreement dated as of February __, 2000.
Performance milestones, to be performed sequentially, which trigger the vesting
of one hundred and twenty five thousand (125,000) shares of Warrant Stock (the
"Warrant Shares") issuable upon exercise of the Warrant are as follows:

MILESTONE 1. The right to exercise 40% of the shares shall vest upon Intel
extending VeloCom Affiliates a bona fide offer to participate in Intel channel
training events occurring on or before December 31, 2000. The offer will be for
a total of three (3) South American initial cities. VeloCom Affiliates may
participate in the training within a particular country, assuming VeloCom
Affiliates has announced commercial service for Internet or data services
within the country, or the announcement is within a month after the training.
Upon VeloCom Affiliates confirming it plans to participate in the training, then
Intel shall notify the Resellers in advance of the training regarding VeloCom
Affiliates' participation by: 1) sending an email-blast to the Resellers prior
to the training, highlighting VeloCom Affiliates inclusion; and 2) highlighting
VeloCom Affiliates service at the training. Should VeloCom Affiliates for any
reason not be able to support the marketing program trial and participate in the
Reseller training in Brazil or Argentina by December 31, 2000, the conditions
for Milestone 1 will be deemed satisfied and the Warrant Shares associated with
Milestone 1 shall vest.

MILESTONE 2. The right to exercise 40% of the Warrant Shares shall vest upon
Intel's delivering to VeloCom Affiliates the Reseller contact names and phone
numbers and mailing introductory electronic mail, letters, or similar
communications from the Intel country manager to the pre-selected Reseller
segment a) explaining the strategic relationship between the Parties, b)
positioning VeloCom Affiliate services as an important link in the internet
economy, c) explaining the benefits to the Reseller of entering into an
agreement with VeloCom Affiliates, d) providing the contact name at VeloCom
Affiliates. As defined in Section 2 of the Agreement, Intel shall select
Resellers from its channel with the technical orientation and/or proven
capabilities to sell services. As Intel is not a party to the sales agreement
between VeloCom Affiliates and the independent Resellers, does not have any
control over what sells in a given market, and does not have responsibility or
control over the quality and competitiveness of VeloCom Affiliates service or
offer to the Resellers, the satisfaction of Milestone 2 will not be based on any
pre-defined number of Resellers that choose to participate, nor on predefined
sales target numbers. The consideration flowing from Intel to VeloCom is Intel's
introductory communications to the Resellers and the Reseller list derived from
the pre-selection process, which will be based on data collected by Intel from
the Resellers, developed by Intel and protected as Intel confidential
information. Intel will select from its Reseller channels, those that have
purchased from Intel server motherboards, high end microprocessors, small/medium
networking equipment, and related products. The conditions for Milestone 2 will
be deemed to have been satisfied and the Warrant Shares associated with
Milestone 2 shall vest upon Intel's providing the above deliverables,
independent of whether VeloCom Affiliates, for any reason, undertakes or elects
not to undertake, the channel expansion effort with these Resellers.

MILESTONE 3. The remaining 20% of the Warrant Shares shall vest upon VeloCom
Affiliates and Intel launching the Marketing and Sales Program described in
Sections 1 and 2 of the Agreement, in an


                                      -14-
<PAGE>   66

additional city, either in Brazil, Argentina or an additional country, to be
named by VeloCom. This city must be selected no later than March 31, 2001 with
the intent of ramping the program and services within nine (9) months of the
selection. The conditions for Milestone 3 will be deemed to have been satisfied
upon Intel making a bona fide offer to VeloCom Affiliates to participate in
training events in an additional city covered by VeloCom Affiliates' rollout
plan, and delivering to VeloCom Affiliates the target lists for sales
development. If no additional city is selected by VeloCom Affiliates by March
31, 2001, then the conditions for Milestone 3 will be deemed to have been
satisfied and the Warrant Shares associated with Milestone 3 shall vest.

Notwithstanding anything to the contrary in the Agreement, upon the occurrence
of a Corporate Event (defined below), the Warrant will become fully vested and
immediately exercisable as to all of the Warrant Shares. For purposes of
determining the number of shares covered under this paragraph the conditions
precedent to coverage shall be deemed fulfilled for each group of shares
described above, except to the extent that Intel has failed to fulfill a
condition precedent for a group of shares where the cut-off date for such
fulfillment precedes the date of the subject Corporate Event. The term
"Corporate Event" shall mean: (1) a consolidation or merger of VeloCom with or
into any other corporation or corporations; (2) a sale, conveyance or
disposition of all or substantially all of the assets of VeloCom ; (3) the
effectuation by VeloCom of a transaction or series of related transactions in
which more than 50% of the voting power of VeloCom is disposed of except in
connection with capital raisings; or (4) any affirmative action by VeloCom or a
Velocom Affiliate that would prevent Intel from fulfilling any of its proposed
obligations under the Agreement. Notwithstanding the foregoing, 'Corporate
Event' shall not include mergers, reorganizations or other transactions that are
internal to VeloCom and its subsidiaries and do not (1) materially affect
VeloCom' ultimate indirect ownership of the assets owned by the entities engaged
in such transaction or (2) affect Intel's ability to fulfill its proposed
obligations under the Agreement. The occurrence of a corporate event shall not
relieve Intel of its obligations hereunder.





                                      -15-
<PAGE>   67



                                  ATTACHMENT B

                    INTERNET AND DATA PERFORMANCE MILESTONES


Performance milestones which, if not met by VeloCom, trigger the vesting of up
to one hundred and twenty five thousand (125,000) shares of Warrant Stock (the
"Warrant Shares") issuable upon exercise of the Warrant are as follows:


Fifty percent (50%) of the total unvested Warrant Shares as of December 31, 2000
shall vest and become exercisable should VeloCom not achieve revenues earned by
VeloCom Affiliates other than Telelatina for offering Internet and data services
in the calendar year 2000 of at least equal to the size of Intel's total equity
investment of $5,000,000 in VeloCom. An additional fifty percent (50%) of the
total unvested Warrant Shares as of December 31, 2000 shall vest and become
exercisable should the total Internet and data customers achieved by VeloCom
Affiliates other than Telelatina not total at least 50,000 on December 31, 2000.
The term "Internet or data customer" shall mean a unique household or business
customer location (street address) which was being provided Internet access or
other data transmission services on December 31, 2000. Velocom will provide
Intel on or before February 28, 2001 a written summary of: i) total Internet and
data services revenues (in equivalent U.S. dollar terms) earned by each entity
making up the Velocom Affiliates in calendar year 2000; and ii) total Internet
and data customers on December 31, 2000 for each entity making up the Velocom
Affiliates.

                                      -16-

<PAGE>   68


                 SUPPLEMENTAL SERIES B STOCK PURCHASE AGREEMENT

                                    EXHIBIT D

                              CAPITALIZATION CHART




                                  SEE ATTACHED











                                        1
<PAGE>   69



                       VELOCOM CAPITAL STRUCTURE - 1/8/00


<TABLE>
<CAPTION>
                                                                  TOTAL                  TOTAL
                                           TOTAL    SERIES A    SERIES A    SERIES B    SERIES B            FULLY DILUTED      %
NAME                           COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED    PREFERRED  OPTIONS    OWNERSHIP    OWNERSHIP
----                          ---------  ---------  ---------   ---------  ---------    ---------  -------  -------------  ---------
<S>                           <C>        <C>        <C>         <C>        <C>          <C>        <C>      <C>            <C>
Telecom Partners II, L.P.       200,000               855,556
                              1,300,000             2,811,111
                                         1,500,000  1,939,108   5,605,775    833,333      833,333             7,939,108      0.1184
Centennial Fund V, L.P.         932,600               652,820                                                        --          --
                                                    2,144,980                                                        --          --
                                                    1,388,831                250,000                                 --          --
Centennial Fund VI, L.P.             --                    --              1,244,319                                 --
Centennial Entrepreneurs
Fund V L.P.                      28,940                20,260                                                        --          --
                                                       66,560                                                        --          --
                                                       43,098                                                        --          --
Centennial Entrepreneurs
Fund VI, L.P.                        --                    --                 32,745                                 --
Centennial Holdings I, L.L.C     38,460                26,920                                                        --          --
                                                       88,460                                                        --          --
Centennial Strategic
Partners VI, L.P.                                                             65,490                                 --
                                         1,000,000     57,275   4,489,204     36,506    1,629,060             7,118,264      0.1061
                                                                                                                     --
Crescendo World Fund,
L.L.C                           477,150               742,234                                  --                    --          --
                                                      457,649                159,050                                 --          --
Crescendo III, L.P.
                                     --             2,555,555              1,190,115                                 --          --
                                                      959,128                                                        --          --
</TABLE>


                                        1
<PAGE>   70


<TABLE>
<CAPTION>
                                                                  TOTAL                  TOTAL
                                           TOTAL    SERIES A    SERIES A    SERIES B    SERIES B            FULLY DILUTED      %
NAME                           COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED    PREFERRED  OPTIONS    OWNERSHIP    OWNERSHIP
----                          ---------  ---------  ---------   ---------  ---------    ---------  -------  -------------  ---------
<S>                           <C>        <C>        <C>         <C>        <C>          <C>        <C>      <C>            <C>
Eagle Ventures WF, L.L.C         22,850                35,544                                                          --
                                                       21,916                  7,617                                   --         --
Crescendo III, GbR                   --                    --                 24,539                                   --         --
Crescendo III Executive
Fund, L.P.                           --    500,000         --   4,772,026     35,347    1,416,668               6,688,694     0.0997
SLI Wireless S.A              4,330,709  4,330,709  7,840,000   7,840,000  2,416,667    2,416,667              14,587,376     0.2175
Formus Communications -
Latin America Holdings, LLC   1,574,803  1,574,803  7,866,333   7,866,333    933,333      933,333              10,374,469     0.1547
Janco Capital, L.P.                  --                    --                 41,667       41,667                  41,667     0.0006
Brad Peery Capital, L.P.             --                    --                 25,850                                   --         --
Brad Peery Capital Ventures,
L.P.                                 --                    --                 21,900                                   --         --
Brad Peery Capital,
International                        --                    --                 16,900                                   --         --
Brad Peery Capital, Inc.             --                    --                  2,050       66,700                  66,700     0.0010
Mellon Ventures II, L.P.             --                    --              1,666,667    1,666,667               1,666,667     0.0249
Taquari Participacoes S.A     1,035,064  1,035,064         --          --         --           --               1,035,064     0.0154
Black Coral Enterprises Inc.    638,164    638,164         --          --         --           --                 638,164     0.0095
C. James Frank                    5,000                 1,862                                  --                      --
                                 14,805     19,805                  1,862         --           --                  21,667     0.0003
Sean White                        1,666      1,666         --          --         --           --                   1,666     0.0000
Francis McInerney                 1,667      1,667         --          --         --           --                   1,667     0.0000
North River Ventures, Inc.
Pension Plan                      5,000      5,000         --          --         --           --                   5,000     0.0001
Michael Lisogurski               24,000     24,000         --          --         --           --                  24,000     0.0004
Clarence Endy                     1,000      1,000         --          --         --           --                   1,000     0.0000
</TABLE>


                                        2


<PAGE>   71

<TABLE>
<CAPTION>
                                                                TOTAL                  TOTAL
                                         TOTAL    SERIES A    SERIES A    SERIES B    SERIES B             FULLY DILUTED      %
NAME                         COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED   PREFERRED    OPTIONS    OWNERSHIP    OWNERSHIP
----                         ------   ----------  ---------  ----------  ----------  ----------  --------- -------------  ---------
<S>                          <C>      <C>         <C>        <C>         <C>         <C>         <C>       <C>            <C>
Telecom Partners III, L.P.                                                3,333,333   3,333,333                3,333,333      0.0497
BankAmerica Investment
Corporation*                                                              2,916,667   2,916,667                2,916,667      0.0435
Qualcomm Incorporated                                                     1,250,000   1,250,000                1,250,000      0.0186
Chestnut Hill VeloCom, LLC                                                1,725,000   1,725,000                1,725,000      0.0257
Dolphin Communications
Fund, LP                                                                    293,140     293,140                  293,140      0.0044
Dolphin Communications
Parallel Fund                                                               123,527     123,527                  123,527      0.0018
First Union Merchant
Banking 1999                                                              1,595,489   1,595,489                1,595,489      0.0238
Toronto Dominion
Investments, Inc.                                                           583,333     583,333                  583,333      0.0087
CRI Media Partners , L.P.                                                    13,333      13,333                   13,333      0.0002
CRI Media Partners II, L.P.                                                  53,333      53,333                   53,333      0.0008
Northwood Ventures LLC                                                      125,000     125,000                  125,000      0.0019
Aleks Acimovic                                                                8,333       8,333                    8,333      0.0001
Orlin R. Jacobson                                                             5,000       5,000                    5,000      0.0001
Ravi Mhatre                                                                   6,250       6,250                    6,250      0.0001
TD Securities (USA), Inc.                                                    25,000      25,000                   25,000      0.0004
DIRECTORS, EMPLOYEES AND
OPTIONS                          --      651,948         --     131,133     209,999     209,999  3,798,544     4,791,624      0.0715

                                                                                                                      --
TOTAL                                 11,283,826             30,706,333  21,270,832  21,270,832  3,798,544    67,059,535      1.0000
 *Includes Series B and B-1
</TABLE>


                                       3
<PAGE>   72


                                                                       EXHIBIT E



              FORM OF FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
                               INVESTORS AGREEMENT

               FILED AS EXHIBIT 4.1 TO THE REGISTRATION STATEMENT





                                       1
<PAGE>   73





                 SUPPLEMENTAL SERIES B STOCK PURCHASE AGREEMENT

                                    EXHIBIT F

                              FORM OF LEGAL OPINION










                                       1
<PAGE>   74
                                                                       EXHIBIT F


                              FORM OF LEGAL OPINION

         We are of the opinion that:

         1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, with full corporate
power and authority to own, lease and operate its properties and to conduct its
business. The Company is qualified to do business and in good standing in each
jurisdiction in the United States where the failure to be so qualified would
result in a material adverse effect on the business, operations, assets,
prospects or condition (financial or otherwise) of the Company (a "Material
Adverse Effect").

         2. The authorized capital stock of the Company, immediately prior to
the Closing Date, shall consist of (a) one hundred nine million seven hundred
fifty nine thousand four hundred twenty one (109,759,421) shares of Common
Stock, of which (i) one hundred seven million seven hundred ninety one thousand
six hundred sixty seven (107,791,667) will be designated as Voting Common Stock,
eleven million two hundred eighty three thousand eight hundred twenty six
(11,283,826) of which will be issued and outstanding immediately prior to the
Closing Date, and (ii) one million nine hundred sixty seven thousand seven
hundred fifty four (1,967,754) will be designated as Non-Voting Common Stock,
none of which will be issued and outstanding immediately prior to the Closing
Date, and (b) seventy nine million six hundred thirty four thousand four hundred
twenty one (79,634,421) shares of Preferred Stock, of which (i) thirty one
million (31,000,000) will be designated as Series A Preferred Stock, thirty
million seven hundred six thousand three hundred thirty three (30,706,333) of
which will be issued and outstanding immediately prior to the Closing Date, (ii)
forty two million six hundred sixty six thousand six hundred sixty seven
(42,666,667) will be designated as Series B Preferred Stock, of which nineteen
million three hundred three thousand and seventy eight (19,303,078) will be
issued and outstanding immediately prior to the Closing Date, and (iii) one
million nine hundred sixty seven thousand seven hundred fifty four (1,967,754)
will be designated as Series B-1 Preferred Stock, all of which shares will be
issued and outstanding immediately prior to the Closing Date. To our knowledge,
except for the six million two hundred ninety thirty three thousand three
hundred thirty three (6,233,333) options outstanding immediately prior to the
Closing Date, except for the conversion privileges of the Series A Preferred
Stock, Series B Preferred Stock and Series B-1 Preferred Stock, except for the
shares of Series B Preferred Stock to be purchased pursuant to the Series B
Preferred Stock Purchase Agreement dated as of December 6, 1999 among the
Company and the Purchasers listed on the Schedule of Purchasers attached
thereto, as amended by Amendment No. 1 thereto, dated as of December 31, 1999,
except for the shares of Series B Preferred Stock and Series B-1 Preferred Stock
to be purchased pursuant to the Follow-On Series B/B-1 Preferred









                                       1
<PAGE>   75


Stock Purchase Agreement dated as of December 20, 1999 among the Company and the
Purchasers listed on the Schedule of Purchasers attached thereto, and except as
disclosed in the Agreements or the exhibits or schedules attached thereto, there
are no options, warrants, conversion privileges, preemptive rights, rights of
first refusal or other rights to purchase from the Company any of its equity
securities that are outstanding immediately prior to the Closing Date.

         3. All the shares of capital stock of the Company outstanding prior to
the Closing Date have been duly authorized, validly issued and are fully paid
and nonassessable. The rights, preferences and privileges of the Series B
Preferred Stock are as stated in the Certificate of Incorporation.

         4. To our knowledge, Schedule 3.12 to the Purchase Agreement sets forth
the ownership structure of the Company and its Subsidiaries.

         5. Each of the Agreements has been duly authorized, validly executed
and delivered by the Company and is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
rights to indemnity under Section 2.5 of the Investors Agreement may be limited
by applicable laws and public policy and except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or
other similar laws affecting creditors' rights, and subject to general equity
principles and to limitations on availability of equitable relief, including
specific performance.

         6. The issuance, sale and delivery of the Series B Preferred Stock
pursuant to the Purchase Agreement has been duly authorized by the Company and,
upon delivery to the Purchasers against payment therefor in accordance with the
Purchase Agreement and the terms of the Series B Preferred Stock, the shares of
Series B Preferred Stock will be validly issued, fully paid and nonassessable.

         7. The shares of Common Stock to be issued upon conversion of the
Series B Preferred Stock have been duly authorized and reserved for issuance by
the Company and, when issued and delivered upon conversion of the Series B
Preferred Stock in accordance with the Certificate of Incorporation, such shares
of Common Stock will have been validly issued and will be fully paid and
nonassessable.

         8. The execution of the Agreements by the Company, the compliance by
the Company with the terms thereof, and the offer and sale of the Series B
Preferred Stock pursuant to the Purchase Agreement (a) do not and will not
violate any provision of the Company's Certificate of Incorporation or Bylaws,
and (b) do not violate or contravene (i) the laws of the State of Colorado, the
General Corporation Law of the State of Delaware or any Federal law of the
United States of America applicable to the Company or (ii) any order, writ,
judgment, injunction, decree, determination or award which has been entered
against the Company and of which we have knowledge, the default, violation or
contravention of which would materially and adversely affect the Company, its
assets, financial condition or operations.



                                       2
<PAGE>   76

         9. All consents, approvals, authorizations or orders of, and filings,
registrations, and qualifications with, any regulatory authority or governmental
body in the United States required for the consummation by the Company of the
transactions contemplated by the Purchase Agreement have been made or obtained,
except for any filings required under federal or state securities laws, and
except for any filings required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

         10. To our knowledge, there is no suit, action, claim, arbitration or
similar proceeding or investigation pending or threatened against the Company or
against the Company's business or assets which, if adversely resolved, would be
reasonably likely to have a Material Adverse Effect.

         11. Subject to the accuracy of the Purchasers' representations in
Section 4 of the Purchase Agreement and assuming all required filings are made
under federal and state securities laws, the offer, sale and issuance of the
Series B Preferred Stock pursuant to the Purchase Agreement constitutes a
transaction exempt from the registration requirements of Section 5 of the
Securities Act of 1933, as amended (the "Securities Act") and from the
securities registration requirements of the Colorado securities laws. In
addition, subject to the accuracy of the Purchasers' representations in Section
4 of the Purchase Agreement, assuming such securities are not being exchanged in
a case under title 11 of the United States Code, and assuming no commission or
other remuneration is paid or given directly or indirectly for soliciting such
exchange, the issuance of the Common Stock issuable upon conversion of the
Series B Preferred Stock would also constitute a transaction exempt from the
registration requirements of Section 5 of the Securities Act and from the
securities registration requirements of the Colorado securities laws.


                                       3

<PAGE>   77




                                  SCHEDULES TO

            SUPPLEMENTAL SERIES B PREFERRED STOCK PURCHASE AGREEMENT












<PAGE>   78


           SCHEDULES TO SUPPLEMENTAL SERIES B STOCK PURCHASE AGREEMENT

Argentina LLC                           Formus Communications - Argentina
                                        LLC

Bell Canada                             Bell Canada International

Bolivia LLC                             Formus Communications - Bolivia LLC

Brasil Holdings                         VeloCom Cayman Brasil Holdings
                                        (formerly WLL Cayman S.P. Company)

Centennial                              Centennial Fund V, Centennial
                                        Entrepreneurs Fund and Centennial
                                        Holdings

Centennial Entrepreneurs Fund           Centennial Entrepreneurs Fund V, L.P.

Centennial Fund V                       Centennial Fund V, L.P.

Centennial Holdings                     Centennial Holdings I, LLC

Chile Holdings                          VeloCom Cayman Chile Holdings

Chile LLC                               Formus Communications - Chile LLC

Colombia Holdings                       VeloCom Cayman Colombia Holdings

Colombia LLC                            Formus Communications - Colombia
                                        LLC

Crescendo                               Eagle Ventures, Crescendo World Fund
                                        and Crescendo III

Crescendo III                           Crescendo III, L.P.

Crescendo World Fund                    Crescendo World Fund, LLC

Eagle Ventures                          Eagle Ventures WF, LLC

Formus                                  Formus Communications Inc.

Formus Argentina                        Formus S.A.

Formus Bolivia                          Formus Bolivia S.A.

Formus Chile                            Formus Communicaciones de Chile
                                        Limitada



                                       i
<PAGE>   79



Formus Colombia                         Formus Colombia S.A. E.S.P.

Formus LA                               Formus Communications - Latin
                                        America LLC

Formus Peru                             Formus Peru S.A.

Formus Venezuela                        Telecomunicaciones Interactivas de
                                        Venezuela C.A.

Interloop BVI                           Interloop Americas Inc.

Interloop Colombia                      Interloop S.A. Nacional de
                                        Telecomunicaciones E.S.P.

MegaTel                                 Vesper Sao Paulo S.A. (formerly
                                        MegaTel do Brasil S.A.)

PCN                                     PCN Investment S.A.

Peru LLC                                Formus Communications - Peru LLC

Qualcomm                                QUALCOMM Incorporated

Qualcomm Brasil                         QUALCOMM do Brasil S.A.

SLI                                     SLI Wireless S.A.

Smartel                                 Smartel S.A.

Taquari                                 Taquari Participacoes S.A.

Telecom                                 Telecom Partners II, L.P.

Telelatina                              Telelatina S.A.

TMC                                     Telelatina Management Company LLC

VeloCom                                 VeloCom Inc. (also referred to as the
                                        "Company")

VeloCom Argentina                       VeloCom SRL

VeloCom Brasil                          VeloCom do Brasil Ltda. (formerly
                                        WLL Brasil Holdings, Ltda.)



                                       ii
<PAGE>   80



VeloCom Chile                           WLL International Chile Ltda.

Venezuela LLC                           Formus Communications - Venezuela
                                        LLC

Vesper                                  Vesper (formerly Mirror S.A. and/or
                                        Canbra Telefonica, S.A.)

Vesper Cayman                           Vesper Cayman

Vesper Sac Paulo Cayman                 Vesper Sao Paulo Cayman, Ltd.

Vesper Holding                          Vesper Holding S.A. (formerly Mirror
                                        Holding S.A. and/or Canbra Holding
                                        S.A.)

Vesper Sao Paulo Holding                Vesper Sao Paulo Holding S.A.
                                        (formerly MegaTel Holding S.A.)

WLL Argentina                           WLL Argentina SRL



                                      iii
<PAGE>   81


                               INDEX OF SCHEDULES


3.4                 Consents and Approvals
3.5(a)              Compliance With Laws
3.5(b)              Material Permits
3.6                 Patent and Trademark Rights
3.8                 Contracts
3.12                Subsidiaries
3.13                Capitalization of Subsidiaries
3.14(a)             Share Ownership of Company
3.14(b)             Agreements Relating to Equity Interests in Companies
3.18(a)             Licenses
3.20                Liabilities
3.22(a)             Collective Bargaining Agreements or Employment Agreements
                    Not Terminable at Will
3.22(b)             Employees and Directors of the Company
3.23(a)             Employee Benefit Plans
3.24                Recordkeeping Compliance




                                       iv
<PAGE>   82


                                  SCHEDULE 3.4

                             CONSENTS AND APPROVALS


VELOCOM

     Filing of Form D with the United States Securities and Exchange Commission
     and applicable state securities authorities will be required post-Closing.












                                       1
<PAGE>   83


                                SCHEDULE 3.5(a)

                              COMPLIANCE WITH LAWS

VELOCOM CHILE

     VeloCom Chile (a non-operating company with no assets) has not filed
     certain monthly tax reports with Chilean tax authorities. The Company is in
     the process of making such filings.

INTERLOOP COLOMBIA

     Interloop Colombia has not made certain payments in respect of its license
     obligations, the result of which could be a loss of this entity's license.
     In addition, the buildout requirements in respect of this license have not
     been fully complied with. Interloop Colombia has also not complied with all
     legal requirements relating to its financial statements.





                                       1
<PAGE>   84


                                SCHEDULE 3.5(b)

                                MATERIAL PERMITS


VESPER HOLDING

     Vesper Holding was registered with Brazilian Federal tax authorities under
     registration No. 02.763.387/0001-6.

VESPER SAO PAULO HOLDING

     Vesper Sao Paulo Holding was registered with Brazilian Federal tax
     authorities under registration No. 03.008.468/0001-10.


VESPER

     1. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Local, Que Entre Si Celebram A Agencia Nacional de Telecomunicacoes -
     ANATEL e Vesper.

     2. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Longa Distancia Nacional de Ambito Intra-Regional, Que Entre Si Celebram A
     Agencia Nacional de Telecomunicacoes - ANATEL e Vesper.

     3. Vesper was registered with Brazilian Federal and State tax authorities
     under registrations No. 02.730.101/0001-4 and 85297791, respectively.

     4. License for Packet Switched Network Services issued by Anatel on
     September 23, 1999.

     5. License for Circuit Switched Network Services issued by Anatel on
     September 23, 1999.

     6. License for Dedicated Line Services issued by Anatel on September 23,
     1999.

     7. License for Special Services of Audio and Video Signal Retransmission
     issued by Anatel on September 23, 1999.

     8. License for Network Transport issued by Anatel on September 23, 1999.

MEGATEL

     1. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Local, Que Entre Si Celebram A Agencia Nacional de Telecomunicacoes -
     ANATEL e MegaTel.



                                       1
<PAGE>   85


     2. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Longa Distancia Nacional de Ambito Intra-Regional, Que Entre Si Celebram A
     Agencia Nacional de Telecomunicacoes - ANATEL e MegaTel.

     3. MegaTel was registered with Brazilian Federal and State tax authorities
     under registrations No. 02.629.188/0001-6 and 115.322.817.110,
     respectively.

     4. License for Packet Switched Network Services issued by Anatel on
     September 23, 1999.

     5. License for Circuit Switched Network Services issued by Anatel on
     September 23, 1999.

     6. License for Dedicated Line Services issued by Anatel on September 23,
     1999.

     7. License for Special Services of Audio and Video Signal issued by Anatel
     on September 23, 1999.

     8. License for Retransmission issued by Anatel on September 23, 1999.

     9. Liceneca para transporte de dados - ANATEL ("data transport license"
     under analysis regarding all possible applications)

TELELATINA

     1. By Resolution 2617SC/97 issued by the Secretary of Communications on
     September 4, 1997, Telelatina was granted a license to provide Value Added
     Services, Data Transmission Services and Videoconferencing services
     nationwide.

     2. By Resolution 3064SC/97, issued by the Secretary of Communications on
     October 15, 1997, Telelatina was granted an authorization to use, the
     frequency bandwidth from 3,450 MHz to 3,475 MHz. and from 3,550 MHz. to
     3,575 MHz. The use of these frequencies is governed by Resolution 2879SC/97
     as amended by 869SC/98.

     3. Telelatina has obtained the National Communications Commission's
     authorization to install and operate two microwave links, and is in the
     process of obtaining authorization for various other microwave links.

     4. Telelatina has filed a petition with the National Communications
     Commission to obtain authorization to install eight cells within the City
     of Buenos Aires.




                                       2
<PAGE>   86


SMARTEL

     1. By Resolution 1130SC/98 issued by the Secretary of Communications on May
     7, 1998, Smartel was granted a license to provide Value Added Services,
     Data Transmission Services, Broadcasting signals carriage services and
     Videoconferencing services.

     2. By Resolution 1247SC/98, issued by the Secretary of Communications on
     May 22, 1998, Smartel was granted an authorization to use, for the AMBA
     (which area comprises the City of Buenos Aires and certain locations
     nearby), Rosario, Cordoba and Mendoza the frequency bandwidth from 26,850
     GHz to 27,350 GHz. and from 31,075 GHz. to 31,150 GHz. The use of these
     frequencies is governed by Resolution 869SC/98, as amended.

FORMUS ARGENTINA

     Bands: E Band which totals 575 MHz and consists of the following
     frequencies; 25.85 to 26.35 GHz and 29.175 to 29.25 GHz (awarded November
     1998). This spectrum assignment may initially be used only in the following
     cities: AMBA (Area Multiple Buenos Aires), La Plata and Cordoba.

     Services: Data transmission, value added and videoconferencing (awarded
     September and November 1998).

FORMUS COLOMBIA

     Bands: 300 MHz at 38 GHz; channels 13, 14, 17 (awarded November 1998). The
     license fees for the 38 GHz spectrum license has been increased from
     approximately US$222,000 to approximately US$534,000. This increase is
     effective for the year 2000 payment due January 2000.

     Services: Local carrier and value added (awarded August 1998 and May 1999)

FORMUS PERU

     Bands: 400 MHz at 38 GHz; channels 1-4 (awarded May 1999).

     Services: Local carrier and value added (awarded April 1999).

INTERLOOP COLUMBIA

     1. License to provide Basic Commuted Telephone Services in Colombia. Such
     license was granted by Resolution 4262 issued on 9/23/97, expiring on
     12/23/2007, the scope of this license shall be for the territory of Santa
     Fe de Bogota, DC (Departamento de Curdinamarca), Cali (Departamento de
     Valle del Cauca), Medellin (Departamento de Antioqula), Barranquilla
     (Departamento de Atlantico), Bucaramanga (Departamento de Santander),
     Cartagena (Departamento de Bolivar), Santa Marta (Departamento de
     Magdalena), Pereira (Departamento


                                       3
<PAGE>   87



     de Risaralda), Cucuta (Departamento del Norte de Santander) y
     Villavicencio (Departamento del Meta).

     2. License to provide Telematics and Value Added Services, and the
     constitution of an Associate Value Added Service Network, which was granted
     by Resolution 4472 issued on 10/10/97 expiring on 10/10/2007.

     3. Interloop Colombia was authorized to use the radioelectric spectrum as
     per Resolution 5195 issued on 29/12/97. By Resolution 106 of 1999,
     Interloop was authorized to use exclusively bands 23 y 3.4 GHz within the
     cities where it had been awarded with a license until 9/22/2007.

ODECAR S.A.

     1. Odecar S.A. was assigned, on December 14, 1999, per Resolution No.
     404.99 of the Direccion Nacional de Comunicaciones of Uruguay, the
     radloelectric sub-blocks 24.600 GHz - 24.850 GHz in Montevideo and 25,100
     GHz - 25.350 GHZ, 25.600 GHZ - 25.850 GHz and 26.100 GHz - 26.350 GHz in
     Maldonado for use in providing commercial data transmission service.








                                       4
<PAGE>   88


                                  SCHEDULE 3.6

                           PATENT AND TRADEMARK RIGHTS

VELOCOM

     1. Applications for trademark for "VELOCOM" and "VESPER" have been filed
     in:

        Argentina
        Bolivia
        Brazil (VeloCom only)
        Colombia
        Chile
        Mexico
        Paraguay
        Peru
        Uruguay
        Venezuela
        United States of America

     All applications are pending.

     2. Applications for trademark for "VELOCOMM" have been filed in:

        Argentina
        Brazil
        Colombia
        Chile
        Mexico
        Peru
        Uruguay
        Venezuela
        United States of America

     All applications have been abandoned or will be abandoned.

     3. The domain name "VELOCOM" has been secured by the Company.

VESPER

     1. Applications for the following trademarks have been filed in Brazil:

        "CLARIDA"
        "ATIMO"

     All applications are pending.


                                       1
<PAGE>   89


TMC

     1. Trademark application for:


                                [TRADEMARK LOGO]

         Application No. 2.210.763 filed on March 29, 1999 to cover all services
         in International Class 38. This application has encountered an
         opposition by Radio Mitre S.A. on the basis of the trademark "CADENA
         LATINA," Registration No. 1.675.177 in International Class 38.

     2. Trademark application for:


                                [TRADEMARK LOGO]


         Application No. 2.210.764 filed on March 29, 1999 to cover all services
         in International Class 38.

     3. Trademark application for:



                                [TRADEMARK LOGO]







                                       2
<PAGE>   90



         Application No. 2.210.765 filed on March 29, 1999 to cover all services
         in International Class 38.

     4. Trademark application for "TMC": Application No. 2.210.766 filed on
     March 29, 1999 to cover all services in International Class 38. This
     application has encountered an opposition by T.M.C. Learreta y Ramirez
     S.E., Ramirez, Fernando Luis / Learreta, Leonardo, on the basis of their
     trademark "TMC COMPUTACION", Registrations Nos. 1.661.729 granted on March
     23, 1998 covering all services in International Class 42, and 1.666.293
     granted on April 24, 1998 covering all goods in International Class 9.

TELELATINA

     1. Trademark application for "LATIN WAY": international class No, 38
     (minutes 2,173,040) filed on September 2, 1998, and published in the
     Trademark Bulletin on October 28, 1998. This application has encountered an
     opposition by Miniphone S.A. based on its trademark "LATINNET
     (COMUNICACIONES PERSONALES LATINOAMERICANAS)" Registration No. 1.576.565 of
     international class 38.

     2. Trademark application for "LATINCOM": international class No. 38
     (minutes 2,173,041) filed on September 2, 1998, and published in the
     Trademark Bulletin on October 28, 1998. This application has encountered an
     opposition by Miniphone S.A. based on its trademark "LATINNET
     (COMUNICACIONES PERSONALES. LATINOAMERICANAS)" Registration No. 1.576.565
     of international class 38.

     3. Trademark application for "LATINLINK": international class No. 38
     (minutes 2,l73,038) filed on September 2, 1998, and published in the
     Trademark Bulletin on October 28, 1998. This application has encountered an
     opposition by Miniphone S.A, based on its trademark "LATINNET
     (COMUNICACIONES PERSONALES LATINO-AMERICANAS)" Registration No. 1.576.565
     of international class 38.

     4. Trademark application for "LATINDATA", international class No. 38
     (minutes 2,173,039) filed on September 2, 1998, and published in the
     Trademark Bulletin on October 28, 1998. This application has encountered an
     opposition by Miniphone S.A. based on its trademark "LATINNET
     (COMUNICACIONES PERSONALES LATINOAMERICANAS)" Registration No. 1.576.565
     of international class 38.

     5. Trademark application for "TELELATINA" and logo:



                                       3
<PAGE>   91


                               [TELELATINA LOGO]


     Application No. 2.198.589 filed on January 20, 1999 to cover all services
     in International Class 38. This application has encountered an opposition
     by Radio Mitre S.A. on the basis of their trademark "CADENA LATINA",
     Registration No. 1.675.177, in International Class 38.

     6. Please note that according to the Trademarks Office database FEDERACION
     DE COOP. DE TELECOMUNICACIONES DE LA REP. ARG. LTDA owns the trademark
     application of "TELELATINA", Application No. 2.091.831, filed on July 14,
     1997, to cover all services in Int. Class 38.

     7. Trademark application for "ICONWEB": application No. 2.210.176, filed by
     Mr. Miguel Angel de Dios on March 25, 1999, to cover all services in
     International Class 38. This application did not encounter oppositions by
     third parties. This application trademark is in process of being assigned
     by Mr. Miguel Angel de Dios in favor of Telelatina

     8. Trademark application for "WIDENET": application No. 2.210.177, filed by
     Mr. Miguel Angel de Dios on March 25, 1999, to cover all services in
     International Class 38. This application did not encounter oppositions by
     third parties. This application trademark is in process of being assigned
     by Mr. Miguel Angel de Dios in favor of Telelatina.

     9. Trademark application for "WIDENET.COM": application No. 2.217.827,
     filed by Mr. Miguel Angel de Dios on May 6, 1999, to cover all services in
     International Class 38. This application has been published in the
     Trademark Bulletin for opposition purposes. The term to oppose this
     trademark expires on August 27, 1999. Please note that the following
     applications have not yet been published for opposition purposes. This
     application trademark is in process of being assigned by Mr. Miguel Angel
     de Dios in favor of Telelatina.

     10. Trademark application for "W": application No. 2.222.712, filed by Mr.
     Miguel Angel de Dios on June 4, 1999, to cover all services in
     International Class 38. This application trademark is in process of being
     assigned by Mr. Miguel Angel de Dios in favor of Telelatina.

     11. Trademark application for "WIDENET W": application No. 2.223.045, filed
     by Mr. Miguel Angel de Dios on June 7, 1999, to cover all services in
     International Class 38. This application trademark is in process of being
     assigned by Mr. Miguel Angel de Dios in favor of Telelatina.





                                       4

<PAGE>   92



     12. Trademark application for "WIDENET": application No. 2.223.046, filed
     by Mr. Miguel Angel de Dios on June 7, 1999, to cover all services in
     International Class 38. This application trademark is in process of being
     assigned by Mr. Miguel Angel de Dios in favor of Telelatina.

     13. Trademark application for "I": application No. 2.230.853, filed by Mr.
     Miguel Angel de Dios on July 26, 1999, to cover all services in
     International Class 38. This application trademark is in process of being
     assigned by Mr. Miguel Angel de Dios in favor of Telelatina.

SMARTEL

     1. Trademark application for "SMARTEL": Application No. 2.196.692, filed on
     January 8, 1999, to cover all goods in International Class 9. This
     application has encountered oppositions by: a) TELEFONICA DE ARGENTINA
     S.A., on the basis of "SMART-NET", Application No. 2.113.255, filed on
     November 7, 1997, to cover all services in International Class 38; b)
     STARTEL S.A., on the basis of "STARTEL", Registration No. 1.574.537,
     granted on September 7, 1995, covering all goods in International Class 9,
     and on the basis of their corporate name STARTEL; and c) DATCO S.A., on the
     basis of"SMARTTIME", Registration No. 1.608.708, granted on July 29, 1996
     to cover all goods in International Class 9.

     2. Trademark application for "SMARTEL": Application No. 2.196.693, filed on
     January 8, 1999, to cover all services in International Class 38. This
     application encountered oppositions by: a) TELEFONICA DE ARGENTINA S.A.. on
     the basis of "SMART-NET", Application No. 2.113.255, filed on November 7,
     1997 to cover all services in International Class 38; and b) STARTEL S.A.,
     on the basis of STARTEL S.A. SERVICIOS ARGENTINOS DE TELECOMUNICACIONES",
     Registration No. 1.574.520, granted on September 7, 1995 covering all
     services in International Class 38. and on the basis of their corporate
     name STARTEL.






                                       5
<PAGE>   93


                                  SCHEDULE 3.8

                                    CONTRACTS

VELOCOM

     1. Equity Subscription Agreement dated as of June 30, 1998 between the
     Company, Telecom Partners, Centennial Fund V, Centennial Entrepreneurs
     Fund, Centennial Holdings I, IAI World Fund, L.L.C., Eagle Ventures, Fred
     A. Vierra, Robert McKenzie and Jim Frank, as amended by the First Amendment
     to the Seed Round Agreement dated January 6, 1999, and the Second Amendment
     to the Seed Round Agreement dated May 21, 1999.

     2. Letter Agreement dated as of December 4, 1998 between the Company,
     Telecom, Centennial, Crescendo World Fund, Eagle Ventures, Fred A. Vierra,
     Robert McKenzie, Jim Frank, David J. Leonard and Greg Sadler.

     3. Irrevocable Equity Contribution Agreement dated December 7, 1998 by and
     among the Company, Telecom, Crescendo World Fund and Centennial.

     4. Security Agreement dated December 8, 1998 by and among Telecom,
     Centennial Fund V and Crescendo World Fund.

     5. Letter Agreement dated December 8, 1998 by and among Telecom, Centennial
     Fund V and Crescendo World Fund.

     6. Control Agreement dated December 8, 1998 by and among Crescendo World
     Fund, Centennial Fund V, Telecom, BankBoston, NA. and Boston 1784 Funds.

     7. Equity Subscription Agreements between the Company and each of Nicolas
     Kauser, David Leonard, R. Dwayne House, REINCO Corp., Michael S. Quinn,
     C. James Frank, Michael Lisogurski, North River Ventures, Inc. Pension
     Plan, Francis McInerney, Clarence Endy, Brad Johnson, Sean White, Bernard
     Schotters, David Leonard and Barry Rowan.

     8. Joinder Agreements between the Company and each of R. Dwayne House,
     REINCO Corp., Nicolas Kauser, Michael S. Quinn, Clarence Endy, Brad Johnson
     and Barry Rowan.

     9. Series A Preferred Stock Purchase Agreement dated as of January 26, 1999
     between the Company, Telecom, Centennial and Crescendo.

     10. Pro Rata Letter Agreements dated as of March 31, 1999 between the
     Company and each of Telecom, Centennial, Crescendo, REINCO Corp., C. James



                                       1
<PAGE>   94



     Frank, R. Dwayne House, Nicolas Kauser, David J. Leonard, Robert McKenzie,
     Gregory P. Sadler and Frank A. Vierra.

     11. Second Irrevocable Equity Contribution Agreement dated as of April 16,
     1999 between the Company, Telecom, Crescendo, Centennial, David J. Leonard,
     Gregory P. Sadler, Fred A. Vierra, Robert McKenzie, C. James Frank,
     R. Dwayne House and Nicolas Kauser.

     12. Second Series A Preferred Stock Purchase Agreement dated as of May 7,
     1999 between the Company, Telecom, Crescendo, Centennial, David J. Leonard,
     Gregory P. Sadler, Fred A. Vierra, Robert McKenzie, C. James Frank,
     R. Dwayne House and Nicolas Kauser.

     13. Employment Letters between the Company and each of David Leonard,
     Charles Schneider, Derek Koecher, Henry Peraza, Michael Casullo, Lisa
     Gamel, Patricia Reichman, R. Dwayne House, John Gowen, Michael Quinn, Barry
     Rowan, Antonio Salles, Steve Dougherty, Greg Sadler, Julia Hughes, Nicolas
     Kauser, Brad Johnson, Diego Rodrigues, Guillermo ("Willie") Ramirez, Mark
     Johnson, Dave Tomizuka, Phillip Shoemaker, Anne Doris, Julie Garcia, and
     Wendy Shantz.

     14. Stock Option Agreements between the Company and each of David Leonard
     (10/1/98), David Leonard (10/1/98), David Leonard (5/21/99), Nicolas Kauser
     (10/1/98), Nicolas Kauser (5/21/99), Clarence Endy (4/12/99), Clarence Endy
     (5/21/99), Clarence Endy (5/21/99), Barry Rowan (7/12/99); Barry Rowan
     (7/12/99), John Gowen (12/7/98), John Gowen (5/21/99), John Gowen
     (5/21/99), Michael Quinn (7/16/99), Michael Quinn (7/16/99), Greg Sadler
     (12/7/98), Greg Sadler (5/21/99), Greg Sadler (5/21/99), R. Dwayne House
     (1/4/99), R. Dwayne House (5/21/99), R. Dwayne House (5/21/99), Michael
     Casullo (3/15/99), Michael Casullo (5/21/99), Derek Koecher (6/7/99),
     Patricia Reichman (4/1/99), Julia Hughes (10/5/98), Julia Hughes (12/7/98),
     Julia Hughes (5/21/99), Shaun Orton (5/21/99), Lisa Gamel (3/8/99), Lisa
     Gamel (5/21/99), Brad Johnson (5/3/99), Brad Johnson (5/21/99), Brad
     Johnson (5/21/99), Charles Schneider (7/11/99), Henry Peraza (6/1/99),
     Henry Peraza (6/1/99), Fred Vierra (9/17/98), Fred Vierra (5/21/99),
     Bernard Schotters (6/18/99), Steve Dougherty (8/1/99), Antonio Salles
     (8/1/99), David Tomizuka (10/1/99), Mario Janovich (10/1/99), Luis Gonzalez
     Lanuza (10/1/99), Bob McKenzie (5/21/99), Bob McKenzie (9/17/98), Patti
     Reichman (5/21/99), Wendy Shantz (7/16/99).

     15. Engagement Letter dated March 11, 1999 by and between the Company and
     Lehman Brothers.

     16. Engagement Letter dated March 15, l999 by and between the Company and
     TD Securities (USA) Inc.



                                       2
<PAGE>   95


     17. Engagement Letter dated March 15, 1999 by and between the Company and
     Donaldson, Lufkin & Jenrette Securities Corporation.

     18. Engagement Letter dated July 12, 1999 by and between the Company and
     Fisher & Hilligoss LLC as amended.

     19. Oral Agreement between the Company and Straight Marketing to provide
     marketing and consulting services.

     20. Multiparty Non-Disclosure Agreement, between Qualcomm Brasil, the
     Company and Qualcomm, dated November 4, 1998.

     21. Joint Bidding Agreement, between the Company and Qualcomm Brasil,
     dated November 9, 1998.

     22. Memorandum of Understanding between the Company, Bell Canada, Taquari,
     and Qualcomm Brasil, dated December 8,1998.

     23. Option Agreement between the company, Bell Canada, Taquari, SLI, BID
     S.A. and Qualcomm Brasil, dated January 15, 1999.

     24. Multiparty Non-Disclosure Agreement, between Qualcomm Brasil, Bell
     Canada, the Company, Taquari, SLI and BID S.A., dated January 20, 1999.

     25. Memorandum of Understanding, between the Company, Bell Canada, SLI and
     Qualcomm Brasil, dated March 15, 1999.

     26. Letter of Agreement, between the Company, Bell Canada, SLI and Qualcomm
     Brasil, dated May 4, 1999.

     27. Second Letter of Agreement, between the Company, Bell Canada, SLI and
     Qualcomm Brasil, dated May 26, 1999.

     28. Purchase Agreement by and among Formus, Formus International, Inc. and
     the Company dated as of August 20, 1999.

     29. Subscription Agreement between Formus and the Company dated August
     20, 1999.

     30. Consolidation Agreement by and among SLI, Sociedad Latinoamericana
     S.A., Brasil Holdings and the Company dated as of August 20, 1999.

     31. Subscription Agreement between SLI and the Company dated August 20,
     1999.

     32. Purchase Agreement between Taquari and the Company dated as of August
     20, 1999.



                                       3
<PAGE>   96


     33. Subscription Agreement between Taquari and the Company dated August 20,
     1999.

     34. Amended and Restated Investors Agreement dated as of September 27, 1999
     between the Company and its principal stockholders.

     35. Purchase Agreement between the Company and PCN do Brasil S.A. dated as
     of September 27, 1999.

     36. Purchase Agreement between the Company and Inepar S.A. dated as of
     September 27, 1999.

     37. Pledge Agreement dated September 27, 1999 between the Company and PCN
     do Brasil S.A.

     38. Escrow Agreement dated September 27, 1999 between the Company, PCN do
     Brasil S.A. and Bank Boston S.A.

     39. Letter Agreement dated August 23, 1999 between the Company and SLI in
     respect of the bid for Region II in Brazil.

     40. Joint Bidding Agreement dated August 25, 1999 between the Company, Bell
     Canada and Qualcomm in respect of the bid for Region II in Brazil.

     41. Consent and Agreement dated September 22, 1999 between the Company and
     its affiliates, SLI and its affiliates, Qualcomm and its affiliates,
     Taquari and its affiliates and Bell Canada and its affiliates.

     42. Equity Investment Agreement dated October 21, 1999 between the Company
     and certain of its stockholders.

     43. Affiliate Agreement made as of November 9, 1998 between Telecom
     Management II LLC and the Company (Lease Agreement relating to the
     Company's premises at 6400 South Fiddlers Green Circle).

     44. Capital Contribution Agreement executed by the Company and Brasil
     Holdings dated December 13, 1999 in favor of ABN Amro as agent for certain
     lenders.

     45. Additional Capital Contribution Agreement executed by the Company and
     Brasil Holdings dated December 13, 1999 in favor of ABN Amro as agent for
     certain lenders.

     46. Two Support Obligations dated December 13, 1999, to be executed by the
     Company in respect of the Capital Contribution Agreement and Additional
     Capital Contribution Agreement referred to in items numbered 45 and 46
     above.



                                        4
<PAGE>   97


     47. Side Letter dated December 13, 1999 to be executed by the Company
     VeloCom Brasil and Brasil Holdings in respect of the Additional Capital
     Contribution Agreement referred to in item 46 above.

     48. Commitment Letter dated as of August 10,1999 from Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda. and
     Northern Telecom do Brasil Industria e Comercio Ltda. to Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,
     VeloCom Brasil, Vesper, Bell Canada, VeloCom, Qualcomm, Rio Purus
     Participacoes Ltda., CFL Participacoes Ltda., Samuel Liberman and Guillermo
     Liberman.

     49. Letter Agreement dated August 10, 1999 by and among Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda, and
     Northern Telecom do Brasil Industria e Comercio Ltda., Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,
     VeloCom Brasil, Vesper, Bell Canada, VeloCom, Qualcomm, Rio Purus
     Participacoes Ltda., CFL Participacoes Ltda,, Samuel Liberman and Guillermo
     Liberman.

     50. Technical Assistance Agreement between the Company and Formus
     International dated September 27, 1999.

     51. Management Rights Agreement dated October 28, 1999 between the Company
     and Crescendo III.

     52. Assignment and Assumption Agreement between Formus International Inc.
     and the Company dated September 27, 1999 in connection with a certain
     Uruguay LMDS development project.

     53. Consulting Agreement dated October 22, 1999, by and between Rigoberto
     Costa and the Company.

     54. Loan Agreement dated as of November 19, 1999 among the Company, as
     borrower, and Telecom Partners II, L.P., Crescendo World Fund, L.L.C.,
     Eagle Ventures WF, LLC, Crescendo III, L.P., Crescendo III, GbR, Crescendo
     III Executive Fund, L.P., Centennial Fund V., L.P., Centennial Holdings I,
     LLC, SLI Wireless S.A., Formus Communications - Latin America Holdings,
     LLC.

     55. Term sheet between BankAmerica International Investment Corporation
     and the Company dated December 1, 1999.

     56. Purchase Agreement dated December 6, 1999 between the Company and the
     investors listed therein.





                                       5
<PAGE>   98



     57. Second Amended and Restated Investors Agreement between the Company and
     the stockholders listed therein.

     58. Memorandum of Understanding between the Company, Ejemil S.A., Odecar
     S.A., Mr. Diego Beltran Storace and El Pais S.A. dated November 29, 1999.

     59. Letter of Intent between the Company, Bell Canada International, BRHS
     S.A. and Roberto Jose Rigotto de Gouvea dated December 21, 1999.

     60. Escrow Agreement between the Company, Bell Canada International, BRHS
     S.A. and Roberto Jose Rigotto de Gouvea and State Street Bank and Trust
     Company dated December 21, 1999.

     61. Amended and Restated Shareholders Agreement (Vesper Holding) dated as
     of December 16, 1999 between the Company, Vesper Holding, Brasil Holding,
     Bell Canada International and Qualcomm, and their affiliates.

     62. Amended and Restated Shareholders Agreement (Vesper Sao Paulo Holding)
     dated as of December 23, 1999 between the Company, Brasil Holdings, Vesper
     Sao Paulo Holding, Bell Canada International and Qualcomm, and their
     affiliates.

     63. Shareholder Pledge Agreement in respect of the Nortel/Ericsson
     Financing dated December 16, 1999 between Bell Canada International, the
     Company, Qualcomm, BCI Brazil, Brasil Holdings, Qualcomm Brasil and the
     Collateral Agent.

     64. Sponsor Support Agreement (Lucent) dated December 27, 1999 between
     Lucent, Bell Canada International, Qualcomm, Brasil Holdings, the Company
     and their affiliates.

     65. Substitute Financing Letter dated December 27, 1999, between Vesper Sao
     Paulo Holding, Lucent, Bell Canada International, Qualcomm, Brasil
     Holdings, the Company and their affiliates.

     66. Marketing Assistance Letter dated December 27, 1999 between Lucent,
     Bell Canada International, Qualcomm, Brasil Holdings, Vesper Sao Paulo
     Holding, the Company and their Affiliates.

     67. Memorandum of Understanding dated December 21, 1999 between the Company
     and Qualcomm Incorporated.

     68. Follow-On Purchase Agreement dated as of December 20, 1999 between the
     Company and the investors listed therein.



                                       6
<PAGE>   99



     69. Third Amended and Restated Investors Agreement dated as of January 7,
     2000 between the Company and the stockholders listed therein.

VELOCOM BRASIL

     1. Commitment Letter dated as of August 10, 1999 from Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda. and
     Northern Telecom do Brasil Industria e Comercio Ltda. to Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,
     VeloCom Brasil, Vesper, Bell Canada, VeloCom, Qualcomm, Rio Purus
     Participacoes Ltda., CFL Participacoes Ltda., Samuel Liberman and Guillermo
     Liberman.

     2. Letter Agreement dated August 10, 1999 by and among Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda. and
     Northern Telecom do Brasil Industria e Comercio Ltda., Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,
     VeloCom Brasil, Vesper, Bell Canada, VeloCom, Qualcomm, Rio Purus
     Participacoes Ltda., CFL Participacoes Ltda., Samuel Liberman and Guillermo
     Liberman.

     3. Shareholders Agreement between Taquari, SLI, Qualcomm Brasil, Bell
     Canada, VeloCom Brasil and Vesper, dated February 4, 1999.

     4. Option Agreement between Bell Canada and VeloCom Brasil, dated February
     4, 1999.

     5. Agreement between VeloCom Brasil and Qualcomm Brasil, dated February 4,
     1999, concerning Option Agreement.

     6. Shareholders Agreement between Taquari, SLI, Qualcomm Brasil, Bell
     Canada, VeloCom Brasil and Vesper Holding, dated February 4, 1999.

BRASIL HOLDINGS

     1. Shareholders Agreement between SLI, Qualcomm Brasil, Bell Canada
     International (MegaTel) Limited, Brasil Holdings and Vesper Sao Paulo
     Holding dated as of July 30, 1999.

     2. Option Agreement dated as of July 30, 1999 by and between Bell Canada
     International (MegaTel) Limited and Brasil Holdings.

     3. Capital Contribution Agreement to be executed by Brasil Holdings dated
     December 13, 1999 in favor of ABN Amro as agent for certain lenders.




                                       7
<PAGE>   100



     4. Additional Capital Contribution Agreement to be executed by Brasil
     Holdings dated December 13, 1999 in favor of ABN Amro as agent for certain
     lenders.

     5. Side Letter dated December 13, 1999 to be executed by the Company and
     Brasil Holding in respect of the Additional Capital Contribution referred
     to above.

     6. Amended and Restated Shareholders Agreement (Vesper Holding) dated as of
     December 16, 1999 between the Company, Vesper Holding, Brasil Holdings,
     Bell Canada International and Qualcomm, and their affiliates.

     7. Amended and Restated Shareholders Agreement (Vesper Sao Paulo Holding)
     dated as of December 23, 1999 between the Company, Brasil Holdings, Vesper
     Sao Paulo Holding, Bell Canada International, Qualcomm and their
     affiliates.

     8. Shareholder Pledge Agreement in respect of the Nortel/Ericsson Financing
     dated December 16, 1999 between Bell Canada International, the Company,
     Qualcomm, BCI Brasil, Brasil Holdings, Qualcomm Brasil and the Collateral
     Agent.

     9. Substitute Financing Side Letter, dated December 27, 1999, among
     Qualcomm, the Company, BCI, the Lenders and the Agents.

VESPER HOLDING

     1. Shareholders Agreement between Taquari, SLI, Qualcomm Brasil, Bell
     Canada, VeloCom Brasil and Vesper Holding, dated February 4, 1999.

     2. Common Terms Agreement to be executed between Vesper, Vesper Holding,
     ABN Amro and the lenders thereto dated December 13, 1999.

     3. Amended and Restated Shareholders Agreement dated as of December 16,
     1999 between the Company, Vesper Holding, Bell Canada, Brasil Holding,
     Qualcomm, and their affiliates.

     4. Capital Contribution Agreement dated December 13, 1999 between Vesper
     Holding and the Collateral Agent (Nortel/Ericsson financing).

     5. Stock Pledge Agreement in respect of stock of Vesper dated December 16,
     1999 between Vesper Holding, and the Collateral Agent and related powers of
     attorney.

     6. Guaranty executed by Vesper Holding in respect of Vesper dated December
     16, 1999.



                                       8
<PAGE>   101



     7. Shareholder Pledge Agreement and related filings dated December 16, 1999
     executed by Vesper Holding.

VESPER SAO PAULO HOLDING

     1. Shareholders Agreement between SLI, Qualcomm Brasil, Bell Canada
     International (MegaTel) Limited, Brasil Holdings and Vesper Sao Paulo
     Holding dated as of July 30, 1999.

     2. Amended and Restated Shareholders Agreement between Qualcomm Brasil,
     Bell Canada, Brasil Holdings, the Company, Vesper Sao Paulo Holding and
     their affiliates dated as of December 23, 1999.

     3. Sponsor Support Agreement dated December 27, 1999 in respect of Lucent
     financing.

     4. Lucent Credit Agreement dated December 27, 1999 between Vesper Sao Paulo
     Holding, Vesper Sao Paulo, and Lucent.

     5. Common Agreement dated December 27, 1999 between Vesper Sao Paulo
     Holding, Vesper Sao Paulo, Lucent and the Collateral Agent.

     6. Pledge and Related Security Agreements in respect of the Lucent
     financing referred to above.

VESPER

     1. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Local, Que Entre Si Celebram A Agencia Nacional de Telecomunicacoes -
     ANATEL e Canbra Telefonica S.A.

     2. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Longa Distancia Nacional de Ambito Intra-Regional, Que Entre Si Celebram A
     Agencia Nacional de Telecomunicacoes - ANATEL e Canbra Telefonica S.A.

     3. The following described lease agreements:

          (i)  LOCATION: Rooms 801, 802, 803 and 806 of the 8th floor with
               right to use 06 (six) vacancies at the garage - numbers 56, 57,
               58, 59, 60 and 64 which correspond to the floors mentioned, at
               the building located at 3131, President Vargas Avenue, Cidade
               Nova, Rio de Janeiro.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: The monthly rent is R$42.787,00 (forty-two thousand and
               seven hundred and eighty seven reais).
               RENEWAL: May 6, 2004.


                                       9
<PAGE>   102



          (ii) LOCATION: 24th and 25th floors of the building located at 500,
               Chile Avenue, Rio de Janeiro with right to use 36 (thirty-six)
               vacancies at the garage,
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: The monthly rent is R$66.000,00 (sixty-six thousand
               reais).
               RENEWAL: March 10, 2004.

          (iii) LOCATION: 21st floor of the building located at 500, Chile
               Avenue, Rio de Janeiro with right to use 18 (eighteen) vacancies
               at the garage.
               TERM: 12 (twelve) months with right to renew for an additional 12
               (twelve) months,
               AMOUNT: The monthly rent is R$33.000,00 (thirty-three thousand
               reais).
               RENEWAL: June 6, 2000.

          (iv) LOCATION: 22nd floor of the building located at 500, Chile
               Avenue, Rio de Janeiro with right to use 18 (eighteen) vacancies
               at the garage.
               TERM: 12 (twelve) months with right to renew for an additional 48
               (forty-eight) months.
               AMOUNT: The monthly rent is R$33.000,00 (thirty-three thousand
               reais).
               RENEWAL: June 20, 2000.

          (v)  LOCATION: 23rd floor of the building located at 500, Chile
               Avenue, Rio de Janeiro with right to use 18 (eighteen) vacancies
               at the garage.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: The monthly rent is R$33.000,00 (thirty-three thousand
               reais).
               RENEWAL: May 13, 2004.

          (vi) LOCATION: 01, Rio Branco Avenue, Santa Lucia, Vitoria, Espirito
               Santo.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: The monthly rent is R$18.000,00 (eighteen thousand
               reais).
               RENEWAL: June 10, 2004.




                                       10
<PAGE>   103



     4. Technical Services Agreement between Bell Canada and Vesper dated May
     27, 1999.

     5. Secondment Agreement dated as of May 27, 1999 between Vesper and Bell
     Canada.

     6. Technical Services Agreement dated as of May 27, 1999 between Vesper and
     Bell Canada.

     7. Contrato de Interconexao de Redes de Telecomunicacoes Entre a
     Embratel (Empresa Brasileira de Telecomunicacoes S.A.) e a Vesper.

     8. Contrato de Interconexao de Redes de Telecomunicacoes Entre a Vesper e a
     Concessionarios do STFC - Regiao 1 (Tele Norte Leste).

     9. Program Agreement established between the State of Rio de Janeiro and
     Vesper dated July 13, 1999.

     10. Memorandum of Understanding between Vesper and BCP S.A. dated May 21,
     1999.

     11. Memorandum of Understanding between CGI Telecom International Inc. and
     Vesper, dated as of June 23, 1999, and respective amendment dated October
     15, 1999.

     12. Deed of a promise of purchase and sale of land in the city of Macae
     entered between Vesper and Rocinio Oliveira Fragoso dated July 30, 1999.

     13. Deed of a promise of purchase and sale of a building in the city of
     Belem entered between Vesper and Angelo Jose Barletta Grisolia and Vicente
     Grisolia Neto dated July 19, 1999.

     14. Equipment Supply Agreement between Ericsson Inc. and Vesper dated
     August 4, 1999.

     15. Commitment Letter dated as of August 10, 1999 from Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda. and
     Northern Telecom do Brasil Industria e Comercio Ltda. to Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,
     VeloCom Brasil, Vesper, Bell Canada, VeloCom, Qualcomm, Rio Purus
     Participacoes Ltda., CFL Participacoes Ltda., Samuel Liberman and Guillermo
     Liberman.

     16. Letter Agreement dated August 10, 1999 by and among Nortel Networks
     Corporation, Northern Telecom do Brasil Comercio e Servicos Ltda. and
     Northern Telecom do Brasil Industria e Comercio Ltda., Bell Canada
     International (Brazil Telecom 1) Limited, SLI, Qualcomm Brasil, Taquari,


                                       11
<PAGE>   104


     VeloCom Brasil, Vesper, Bell Canada International Inc., VeloCom, Qualcomm,
     Rio Purus Participacoes Ltda., CFL Participacoes Ltda., Samuel Liberman and
     Guillermo Liberman.

     17. Summary of Indicative Terms and Conditions dated August 4, 1999
     proposed by Nortel Networks Corporation.

     18. Contrato de Locacao de Area e Compartilhamento de Infra-Estructura
     entre a Empresa Brasileira de Telecomunicacoes S.A. -EMBRATEL e a Vesper

     19. Contrato de Locacao de Sistema de Telecomunicacoes entre a Light
     Telecom Ltda. e a Vesper

     20. Commitment Letter between Ericsson, Qualcomm and Vesper dated August
     4, 1999.

     21. Contract for Services between Vesper and Netstream Telecom Ltda. dated
     as of August 15, 1999.

     22. Instrument for the Construction of Call Center between Vesper and
     Engineering S.A. Servicios Tecnicos dated August 27, 1999.

     23. Interconnection Agreement between Vesper and Intelig
     Telecomunicaciones.

     24. Senior Secured Note Purchase Agreements each dated December 13, 1999
     between Vesper and Nortel Networks Corporation, Qualcomm/Ericsson, Harris
     Corporation and ABN Amro, as agent and related loan documentation.

     25. Common Terms Agreement dated December 13, 1999 between Vesper, Vesper
     Holding, ABN Amro and the lenders thereto dated December 1999.

     26. Technical Assistance Agreement between VeloCom and Vesper to be
     effective as of November 30, 1999.

     27. Equipment Supply and Services Agreement dated July 9, 1999 between
     Vesper, Nortel Networks Corporation, Northern Telecom do Brasil Industria e
     Comerico Ltda. and Northern Telecom do Brasil Comerico e Servicios Ltda.

     28. License for Packet Switched Network Services issued by Anatel on
     September 23, 1999.

     29. License for Circuit Switched Network Services issued by Anatel on
     September 23, 1999.

     30. License for Dedicated Line Services issued by Anatel on September 23,
     1999.



                                       12
<PAGE>   105


     31. License for Special Services of Audio and Video Signal issued by Anatel
     on September 23, 1999.

     32. License for Retransmission issued by Anatel on September 23, 1999.

     33. Fiber Contract between Vesper and Energedes dated August 12, 1999.

     34. Switch Site Lease Contract between Vesper and Embratel.

     35. Fiber Contract between Vesper and Metrored dated September 3, 1999.

     36. Colocation Agreement between Vesper and North Brazil Telecom dated
     October 1999.

     37. Memorandum of Understanding between Vesper and NQT for fiber.

     38. Memorandum of Understanding between Vesper and Barramas for dark fiber
     and ducts.

     39. Memorandum of Understanding between Vesper and Escelsa for fiber.

     40. Satellite Agreement between Vesper and Embratel dated September 3,
     1999.

     41. Mobile Interconnection Agreements with Telefonica, ATL, TIW, NBT,
     Maxitel, BSE and TIM.

     42. Local Backbone Agreement between Vesper and Escelsa dated October 20,
     1999.

     43. Local and Long Distance Backbone Agreements between Vesper and NQT
     dated October 20, 1999.

     44. Equipment Supply and Services Agreement between Vesper and NEC do
     Brasil for Macapu and Boa Vista.

     45. Equipment Supply and Services Agreement with Priority Call Management
     for Prepaid and Voice Mail Solution.

     46. CPE Equipment Supply Letter of Intent with Motorola.

     47. Consulting Services Agreement with Spectralliance LLC.

     48. CPE Equipment Supply Letter of Intent with LG Information
     Communications.

     49. Fiber Lease Contract with NQT.



                                       13
<PAGE>   106


     50. Capital Contribution Agreement dated December 13, 1999 between Vesper
     Holdings, Vesper, Bell Canada, Qualcomm, Brasil Holdings, and the
     Collateral Agent.

     51. Global Notes executed by Vesper in favor of Nortel, Qualcomm/Ericsson
     and Harris Corporation dated December 13, 1999.

     52. Exchange Debt Agreement between Vesper, Nortel, Qualcomm, Ericsson and
     Harris Corporation dated December 16, 1999.

     53. Equipment Pledge Agreement dated December 16, 1999 executed by Vesper
     in favor of the Collateral Agent and various related powers of attorney.

     54. Receivables Pledge Agreement dated December 16, 1999 between Vesper
     and the Collateral Agent and related powers of attorney.

     55. Eight Deposit Account Agreements dated December 16, 1999 executed by
     Vesper in favor of the Collateral Agent.

     56. Contracts Pledge Agreement dated December 16, 1999 executed by Vesper
     in favor of the Collateral Agent and related power of attorney.

     57. Cash Collateral Pledge Agreement dated December 16, 1999 between Vesper
     and the Collateral Agent.

     58. Proceeds Account Pledge Agreement dated December 16, 1999 between
     Vesper and the Collateral Agent.

     59. Mortgages executed by Vesper in connection with Nortel/Qualcomm/
     Ericsson/Harris Corporation financing.

     60. Fee letters executed by Vesper in connection with financings dated
     December 13, 1999.

     61. Paying Agency Agreement dated December 13, 1999 between Vesper and
     Chase Manhattan Bank.

     62. Equipment Supply Agreement dated December 6, 1999 between Vesper and
     Motorola do Brasil.

     63. Financing Commitment letter between Vesper and Motorola do Brasil.

MEGATEL

     1. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Local, Que Entre Si Celebram A Agencia Nacional de Telecomunicacoes -
     ANATEL e MegaTel.



                                       14
<PAGE>   107


     2. Termo de Autorizacao do Servico Telefonico Fixo Comutado, Modalidade
     Longa Distancia Nacional de Ambito Intra-Regional, Que Entre Si Celebram A
     Agencia Nacional de Telecomunicacoes - ANATEL e MegaTel.

     3. The following described lease agreements:

          (i)  LOCATION: 11th floor, parts A and B of the building Villa-Lobos,
               with right to use 36 (thirty-six) vacancies at the garage of the
               mentioned building which is located at Nacoes Unidas Avenue
               number 4.777, at Sao Paulo, State of Sao Paulo, Brazil.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: R$37.159,00
               RENEWAL: 06/30/2.004

          (ii) LOCATION: 10th floor, part B of the building mentioned above
               with right to have 18 (eighteen) vacancies at the garage of the
               same building, located at the same address.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: R$18.579,00
               RENEWAL: 06/30/2.004

         (iii) LOCATION: l2th floor, parts A and B of the building mentioned
               above with right to have 36 (thirty-six) vacancies at the garage
               of the same building, located at the same address.
               TERM: 60 (sixty) months with right to renew for an additional 60
               (sixty) months.
               AMOUNT: R$92.897,50
               RENEWAL: 06/30/2.004

     4. Know-how Transfer and Technical Services Agreement between Bell Canada
     and MegaTel dated as of July 30, 1999.

     5. Agreement between IBM Brasil Leasing Arrendamento Mercantil S.A. and
     MegaTel dated July 21, 1999.

     6. Letter of Understanding dated as of July 30, 1999 between MegaTel and
     Bell Canada.

     7. Secondment Agreement dated as of July 30, 1999 between Bell Canada and
     MegaTel.

     8. Technical Services Agreement dated as of July 30, 1999 between Bell
     Canada and MegaTel.



                                       15
<PAGE>   108



     9. Equipment Supply Agreement dated September 27, 1999 between MegaTel and
     Lucent.

     10. Commitment Letter between Lucent Technologies Network Systems do Brasil
     Ltda. and MegaTel dated September 27, 1999.

     11. Interconnection Agreement between MegaTel and Bonari dated August 15,
     1999.

     12. Interconnection Agreement between MegaTel and Embratel dated August 10,
     1999.

     13. Agreement between MegaTel and Netstream S.A. regarding use of fiber.

     14. License for Packet Switched Network Services issued by Anatel on
     September 23, 1999.

     15. License for Circuit Switched Network Services issued by Anatel on
     September 23, 1999.

     16. License for Dedicated Line Services issued by Anatel on September 23,
     1999.

     17. License for Special Services of Audio and Video Signal issued by Anatel
     on September 23, 1999.

     18. License for Retransmission issued by Anatel on September 23, 1999.

     19. Interconnection Agreement between MegaTel and Telesp dated August 20,
     1999.

     20. Fiber Agreement between MegaTel and Eletropaulo.

     21. Agreement between MegaTel and SAP.

     22. Contrato de Arrendamento Mercantil com a IBM Brasil Leasing
     Arrendamento Mercantil S.A. para o arrendamento mercantil de equipamentos
     de informatica e telecomunicacoes, dentre outros com IBM Brasil -
     Industria, Maquinas e Servicos Ltda. e Northern Telecom do Brasil Comercio
     e Servicos Ltda. ("leasing agreement with IBL for IT and Telecom/call
     center equipment, includes IBM and other IT vendors as well as Nortel").

     23. Contrato de fornecimento de equipamentos e servicos de
     telecomunicacoes com a Lucent Technologies Network Systems do Brasil Ltda.
     e outros. ("supply agreement with Lucent Technologies").


                                       16
<PAGE>   109


     24. Compromisso de compra e venda dos imoveis ("switch buildings purchase
     commitments" - the purchase agreements will probably be signed by a finance
     company which will lease the buildings to us for a 15 year term, still
     under negotiation) 1. Lapa - Rua Heitor Penteado, n(o) 2.200, Perdizes -
     Sao Paulo; 2. Jabaquara - Rua Mauro, n(o)s 382 e 384, Saude - Sao Paulo;
     3. Osasco - Rua Paulo Licio Rizzo, n(o)s 66 e 96, Vila Osasco - Osasco; 4.
     Paraiso - Rua Conselheiro Ramalho, n(o)s 778 e 768 Bela Vista - Sao Paulo;
     5. Sao Bernardo - Avenida Piraporinha , n(o) 125, Piraporinha - Sao
     Bernardo do Campo; 6. Campinas - Marechal Rondon.

     25. Licenca para transporte de dados - ANATEL ("data transport license" -
     under analysis by regulatory regarding all possible applications).

     26. Credit Agreement dated December 27, 1999 between Megatel, Vesper Sao
     Paulo Cayman, the lenders thereto and the administrative agent.

     27. Common Agreement dated December 27, 1999 between Megatel, Vesper Sao
     Paulo Holding, Lucent and the Collateral Agent.

     28. Pledge and Security Agreements and other collateral documents executed
     in connection with the Lucent financing referred to above.

     29. Equipment Supply Agreement dated December 1999 between Megatel and
     Motorola do Brasil.

     30. Interconnection Agreement, dated August 5, 1999, between Intelig
     (Bonari Holding) and Megatel.

     31. Interconnection Agreement, dated August 20, 1999, between Embratel and
     Megatel.

     32. Interconnection Agreement, dated August 20, 1999, between Telefonica
     and Megatel.

     33. Interconnection Agreement, dated August 20, 1999, between Compania
     Telefonica da Borda do Campo and Megatel.

     34. Interconnection Agreement, dated November 16, 1999, between BCP and
     Megatel.

     35. Interconnection Agreement, dated November 26, 1999, between Tess and
     Megatel.

     36. Lease Agreement, dated August 20, 1999, between Megatel and IBM.

     37. Lease Agreement, dated August 20, 1999, between Megatel and IBM.




                                       17
<PAGE>   110


     38. Lease Agreement, dated August 20, 1999, between Megatel and IBM.

     39. Know-How Transfer and Technical Services Agreement, dated December 27,
     1999, between BCI and Megatel.

     40. Credit Agreement dated as of December 27, 1999, among Vesper Sao Paulo
     Holdings, Megatel, Vesper Cayman Sao Paulo, the Lenders thereunder and
     Societe Genera1e, New York Branch, as Administrative Agent.

     41. Paying Agency Agreement dated as of December 27, 1999, among the
     Japanese Paying Agent, Megatel and Vesper Cayman Sao Paulo,

     42. Share Pledge Agreement, dated December 27, 1999, by and among Vesper
     Holdings, Qualcomm do Brasil S.A., Vesper Cayman Sao Paulo, and the
     Lenders.

     43. Secondment Agreement, dated December 27, 1999 between BCI and Megatel.

     44. Substitute Financing Side Letter, dated December 27, 1999, among
     Qualcomm, the Company, BCI, the Lenders and the Agents.

     45. Technical Services Agreement dated July 30, 1999, between BCI and
     Vesper, as amended by Amendment No. 1, dated December 23, 1999, between the
     same parties.

     46. Telecom and Eletropaulo Rental Agreement, dated October 22, 1999, by
     and among Megatel, Eletropaulo Telecomunicacoes Ltda. and Eletropaulo
     Metropolitana Eletricidade de Sao Paulo S.A.

     47. Loan Guarantee, dated as of December 27, 1999, made by Megatel in favor
     of the Collateral Agent.

     48. Fee letter dated December 27, 1999, between Megatel and Lucent.

TMC

     1. Limited Liability Company Agreement: dated as of February 11, 1999,
     among SLI, PCN, Argentina LLC, and TMC.

     2. Agreement for Lease of Telecommunications Network dated as of January
     11, 1999, between Smartel and TMC.

     3. Agreement for Lease of Telecommunications Network dated as of January
     11, 1999 between Formus Argentina and TMC.

     4. Agreement for Lease of Telecommunications Network dated as of January
     11, 1999 between Telelatina and TMC.


                                       18
<PAGE>   111



     5. Management Agreement dated as of February 11, 1999 between Smartel and
     TMC.

     6. Management Agreement dated as of February 11, 1999 between Telelatina
     and TMC.

     7. Management Agreement dated as of February 11, 1999 between Formus
     Argentina and TMC.

     8. Sales And Assignment Agreement dated as of February 11, 1999 between
     Telelatina and TMC.

     9. Trial Agreement, effective as of August 10, 1998 among Lucent
     Technologies World Services Inc., Lucent Technologies S.A Argentina and
     Telelatina. Assigned in favor of TMC on March 11, 1999.

     10. Purchase and Sale Agreement (Products, Software And Services), among
     Lucent Technologies World Services Inc., Lucent Technologies S.A Argentina
     and Telelatina executed on February 20, 1999, February 23, 1999 and
     February 26, 1999, respectively. Assigned in favor of TMC on March 11,
     1999.

     11. Lease Agreement with Option to Purchase between Lucent Technologies
     Sociedad Anonima and TMC dated as of June 25, 1999.

     12. Lease Agreement with Option to Purchase between Lucent Technologies
     Sociedad Anonima and TMC dated as of June 25, 1999.

     13. Purchase Order between Lucent Technologies World Services Inc., Lucent
     Technologies S.A Argentina and TMC dated as of July 8, 1999.

     14. Services Contract, dated February 25, 1999 between IMPSAT S.A and TMC.

     15. Services Contract, dated April 21, 1999 between Codner & Co. Personas y
     Organizaciones S.R.L and TMC.

     16. Lease Contract, dated March 12, 1999 between Eduardo Manuel Stigol
     (Lessor) and Rigoberto Almeida Costa (Lessee). Property Location: Godoy
     Cruz 3046, Apartment 23 "Golf".

     17. Lease Contract, dated March 17, 1999 between Jorge Eduardo Taquini
     (Lessor) and TMC (Lessee). Property Location: Sinclair 3158, Apartment 9B.

     18. Lease Contract, dated March 17, 1999 between Gerardo Adrian Blachman
     (Lessor) and TMC (Lessee). Property Location: Mendoza 1925, 4th Floor.


                                       19
<PAGE>   112


     19. Lease Contract, dated March 26, 1999 between Forobra S.A (Lessor) and
     TMC (Lessee). Property Location: Av. San Martin 638/40.

     20. Lease Contract, dated March 10, 1999 between Financiera Buenos Aires
     S.A. (Lessor) and TMC (Lessee). Property Location: Maipu 255, 19th Floor,
     with three (3) fixed parking spaces.

     21. Gratuitous Assignment Of Lease Contract, dated March 10, 1999 among
     Telelatina (Assignor), TMC (Assignee) and Financiera Buenos Aires S.A
     (Lessor). Property Location: Maipu 255, 20th Floor, three (3) fixed parking
     spaces and space on the terrace for installation of telecommunication
     equipment (as gratuitous commodatum).

     22. Lease Contract, dated July 5, 1999 between Consorcio de Propietarios de
     La Calle Ugarteche 2871/73/75/77 (Lessor) and TMC (Lessee). Property
     Location: Ugarteche 2873; space on the terrace of the building for the
     installation of telecommunication equipment.

     23. Lease Contract, dated June 9, 1999 between Consorcio de Propietarios
     Avenida De Los Incas numero 3310 esquina calle CONDE numeros 1586 y 1594
     Capital Federal (Lessor) and TMC (Lessee). Property Location: Av. de los
     Incas 3310; space on the terrace of the building for the installation of
     telecommunication equipment.

     24. Lease Contract, dated June 18, 1999 between COCABA S.R.L (Lessor) and
     TMC (Lessee). Property Location: Arcos 3433; space on the terrace of the
     building for the installation of telecommunication equipment.

     25. Lease Contract, dated June 18, 1999 between Consorcio de Propietarios
     de La Calle ARCOS 2419 (Lessor) and TMC (Lessee). Property Location: Arcos
     2419; space on the terrace of the building for the installation of
     telecommunication equipment.

     26. Lease Contract, dated June 25, 1999 between Consorcio de Propietarios
     Del Edificio de La Calle Chile l342/44 (Lessor) and TMC (Lessee). Property
     Location: Chile 1342/44; space on the terrace of the building for the
     installation of telecommunication equipment.

     27. Lease Contract, dated June 30, 1999 between Consorcio de Propietarios
     de La Calle Honduras 5597 (Lessor) and TMC (Lessee). Property Location:
     Honduras 5597; space on the terrace of the building for the installation of
     telecommunication equipment.

     28. Lease Contract, dated June 30, 1999 between Consorcio de Propietarios
     de La Calle Medrano 1670 (Lessor) and TMC (Lessee). Property Location:
     Medrano



                                       20
<PAGE>   113



     1670; space on the terrace of the building for the installation of
     telecommunication equipment.

     29. Lease Contract, dated June 18, 1999 between Consorcio de Propietarios
     Edificio Galeria Jardin (Lessor) and TMC (Lessee). Property Location:
     Florida 537/71; space on the terrace of the building for the installation
     of telecommunication equipment.

     30. Electric Supply Contract, dated May 11, 1999 between Edesur S.A and
     TMC.

     31. Service Contract, dated May 17, 1999 between TMC and Tamabru S.A

     32. Lease Contract, dated July 15, 1999 between Consorcio de Propietarios
     Del Edificio Ubicado En La Calle Teniente General Juan D. Peron 1457
     (Lessor) and TMC Sucursal Argentina (Lessee), Property Location; Teniente
     General Juan D. Peron 1457, Buenos Aires, space on the terrace of the
     building for the installation of telecommunication equipment.

     33. Lease Contract, dated July 8, 1999 between Demaria Construcciones
     S.A. (Lessor) and TMC Sucursal Argentina (Lessee): Property Location:
     Demaria 4721, Buenos Aires; space on the terrace of the building for the
     installation of teleecommunication equipment.

     34. Service Order subscribed between Metrored and TMC, dated as of June 15,
     1999.

     35. Service Order subscribed between Metrored and TMC, dated as of June 22,
     1999.

     36. Purchase Order, subscribed by TMC to Idabour Construcciones, dated
     as June 15, l999

     37. Subscription and Redemption of Mutual Funds, dated July 16, 1999
     between Citibank N.A. and TMC.

     38. Maintenance Service Contract, dated as July 1, 1999 between TMC and
     Lucent Technologies S.A. Argentina.

     39. Lease Contract, dated July 23, 1999 between Consorcio de propietarios
     Ramon Freire 3005 (Lessor) and TMC, Sucursal Argentina (Lessee); Property
     Location: Ramon Freire 3005, Buenos Aires; space on the terrace of the
     building for the installation of telecommunication equipment.




                                       21
<PAGE>   114



     40. Lease Contract, dated July 25, 1999 between Consorcio de propietarios
     Olleros 2344 (Lessor) and TMC, Sucursal Argentina (Lessee); Property
     Location: Olleros 2344, Buenos Aires; space on the terrace of the building
     for the installation of telecommunication equipment.

     41. Lease Contract, dated August 20, 1999 between Consorcio de Propietarios
     de Larrea 785 and TMC. Property Location: Larrea 785; space on the terrace
     of the building for the installation of telecommunications equipment.

     42. Lease Contract, dated September 13, 1999 between Asoc. Civil y Mutual
     Circular Militar and TMC. Property Location: Santa Fe 760, space on the
     terrace of the building for the installation of telecommunications
     equipment.

     43. Lease Contract, dated October 8, 1999 between Consorcio de Propietarios
     de Av. Gral. Las Heras 2263 and TMC. Property location: Heras 2263; space
     on the terrace of the building for the installation of telecommunications
     equipment.

     44. Lease Contract, dated September 10, 1999 between Prefectura Naval
     Argentina and TMC. Property Location: Edificio Guardacostas; space on the
     terrace of the building for the installation of telecommunications
     equipment.

     45. Lease Contract, dated September 6, 1999 between Consorcio de
     Propietarios de Maure 3149/51 and TMC. Property Location: Maure 3149/51;
     space on the terrace of the building for the installation of
     telecommunications equipment.

     46. Services Contract, dated March 23, 1999 between El Sitio and TMC.

     47. Letter of Intent dated July 28, 1999, between TMC and Transistemas S.A.

     48. Purchase Order dated July 8, 1999 between TMC and Lucent Technologies
     S.A. Argentina and Lucent Technologies World Services Inc. in respect of
     $10,739,987 of equipment.

TELELATINA

     1. Memorandum Of Understanding "Memorandum de Entendimiento" dated
     July, 1998 between Telelatina and Datacoop S.A

     2. Management Agreement, as of February 11, 1999 between Telelatina and
     TMC.

     3. Agreement for Lease of Telecommunications Network, as of January 11,
     1999 between Telelatina and TMC.



                                       22
<PAGE>   115



     4. Lease Contract, dated June 24, 1998 between Consorcio de Propietarios
     del Edificio Ubicado en La Calle Dorrego 2699 (Lessor) and TMC (Lessee).
     Property Location: Dorrego 2699.

     5. Infrastructure Sharing Agreement, as of February 11, 1999 among
     Telelatina, Smartel and Formus Argentina.

     6. Agreement for the Rendering of Services, as of May 31, 1999 between
     Telelatina and Gire S.A.

     7. Sales and Assignment Agreement, as of February 11, 1999 between
     Telelatina and TMC.

SMARTEL

     1. Infrastructure Sharing Agreement, as of February 11, 1999 among
     Telelatina, Smartel and Formus Argentina.

     2. Agreement For Lease of Telecommunications Network, as of January 11,
     1999, between Smartel and TMC.

     3. Management Agreement, as of February 11, 1999 between Smartel and TMC.

FORMUS ARGENTINA

     1. Management Agreement dated as of February 11, 1999 by and among Formus
     Argentina and TMC.

     2. Agreement for Lease of Telecommunications Network dated as of January
     11, 1999 by and among Formus Argentina and TMC.

     3. Infrastructure Sharing Agreement dated as of February 11, 1999 by and
     among Telelatina, Formus Argentina and Smartel.

FORMUS CHILE

     Foreign Investment Contract with Chile.

FORMUS COLUMBIA

     1. Purchase order to Wireless Inc. for $125,000 to purchase six 38 GHz
     links.

     2. Purchase Order Agreement between Formus Colombia and Tess dated October
     1999.


                                       23
<PAGE>   116



ARGENTINA LLC

     Limited Liability Company Agreement dated as of February 11, 1999, among
     SLI, PCN, Argentina LLC, and TMC.

COLUMBIA LLC

     Consulting Agreement dated January 27, 1998 by Jacobson & Associates, Inc.
     and Colombia LLC.

VESPER CAYMAN

     1. Purchase Fee Letters dated December 13, 1999 between Vesper Cayman and
     ABN Amro.

VESPER SAO PAULO CAYMAN LTDA.

     1. Common Terms Agreement, Credit Agreement and various pledge and security
     documents executed in connection with the Lucent vendor financing.

EJEMIL S.A. AND ODECAR S.A.

     1. Memorandum of Understanding between the Company, Ejemil S.A., Odecar
     S.A., Mr. Diego Beltran Storace and El Pais S.A. dated November 29, 1999.


























                                       24
<PAGE>   117
                                 SCHEDULE 3.12


                                  SUBSIDIARIES



See attached.


                                       1
<PAGE>   118


                                  SCHEDULE 3.13

                         CAPITALIZATION OF SUBSIDIARIES

       VELOCOM BRASIL

               Velocom Brasil has an authorized and issued capital of
               R$23,377,392.00 divided into 23,377,392 quotas of par value
               R$1.00 each. In connection with the restructuring of this entity,
               its capital is being reduced.

       BRASIL HOLDINGS

               Brasil Holdings has an authorized capital of US$50,000 divided
               into 50,000 shares of par value $1.00 each, of which 2 shares are
               issued and outstanding in the name of VeloCom.

       VESPER HOLDING

               Vesper Holding has an authorized and issued capital of
               R$184,445,760 divided into 536,000 ordinary shares with no par
               value and 536,000 preferred shares with no par value.

       VESPER SAO PAULO HOLDING

               Vesper Sao Paulo Holding has an authorized and issued capital of
               R$119,119,000 divided into 119,000 ordinary shares with no par
               value and 119,000 preferred shares with no par value.

       VESPER

               Vesper has an authorized and issued capital of R$77,033,010
               divided into 431,171 ordinary shares with no par value.

       VESPER CAYMAN

               Vesper Cayman has an authorized and issued capital of US$1.00
               divided into 1 share.

       MEGATEL

               MegaTel has an authorized and issued capital of R$69,913,000
               divided into 70,813 ordinary shares with no par value.

       VESPER SAO PAULO CAYMAN LTD.

               Vesper Sao Paulo Cayman has an authorized and issued capital of
               US$1.00 divided into 1 share.


                                       1
<PAGE>   119

               ENCUMBRANCES

               The shares of Vesper, Vesper Holding, Vesper Sao Paulo Holding
      and MegaTel are subject to the terms of the respective shareholders
      agreements, constituent documents and Licenses. The shares of Vesper and
      MegaTel will be pledged to certain lenders pursuant to the terms of the
      vendor financing arrangements currently being negotiated as described in
      the Schedules to this Agreement.

      TMC

               Capital contributions of US$15,963,953 have been made to TMC. The
               number of shares authorized and issued is 1,000.

      TELELATINA

               1. Telelatina has an authorized and issued capital of A$l,000,000
               divided into 1,000,000 shares with a par value of A$1.00 per
               share. There is also an irrevocable capital contribution of
               A$2,242,326 recorded on the books of this company.

               2. Sales And Assignment Agreement, as of February 11, 1999
               between Telelatina and TMC.

      VELOCOM ARGENTINA

               VeloCom Argentina has an authorized and issued capital of
               A$3,000 divided into 3,000 quotas of par value A$1.00 each.

      WLL ARGENTINA

               WLL Argentina has an authorized and issued capital of A$2,000
               divided into 200 quotas of par value A$l0.00 each.

      SMARTEL

               Smartel has an authorized and issued capital of A$20,000 divided
               into 20,000 shares with a par value of A$1.00 per share. There is
               also an irrevocable capital contribution of A$2,000,000 recorded
               on the books of the Company which has not yet been funded.

      PCN

               PCN has an authorized and issued capital of US$100,000, divided
               into 100,000 shares with a par value of US$l.00 per share. There
               is also an irrevocable capital contribution of US$4,767,238.86
               recorded on the books of this company.


                                       2
<PAGE>   120

      VELOCOM CHILE

               VeloCom Chile has an authorized and issued capital of CH$910,455
               divided into 910,455 quotas.

      EJEMIL S.A.

               Ejemil S.A. has nominal capital.

      ODECAR S.A.

               Odecar S.A. has nominal capital.

      CHILE HOLDINGS

               Chile Holdings has an authorized capital of US$50,000 divided
               into 50,000 shares of par value US$1.00 each, of which 2 shares
               are issued and outstanding in the name of VeloCom.

      COLOMBIA HOLDINGS

               Colombia Holdings has an authorized capital of US$50,000 divided
               into 50,000 shares of par value US$1.00 each, of which 2 shares
               are issued and outstanding in the name of VeloCom.

      FORMUS ARGENTINA

               Formus Argentina has an authorized and issued capital of
               A$12,000 divided into 12,000 ordinary shares with a par value of
               A$l.00.

      FORMUS BOLIVIA

               Formus Bolivia has an authorized and issued capital of
               Bs$10,000,000 divided into 200 shares or Bs$20,000,000 with a par
               value of Bs$ 100,000.

      FORMUS CHILE

               Formus Chile has an authorized and issued capital of
               CH$455,000,455 divided into unlimited equity interest with no
               par value.

      FORMUS COLOMBIA

               Formus Colombia has an authorized and issued capital of
               C$800,522,200 divided into 8,005,222 shares with a par value of
               C$100.


                                       3
<PAGE>   121

      FORMUS LA

               Formus LA has one membership interest outstanding which was
               issued for US$100.

      FORMUS PERU

               Formus Peru has an authorized and issued capital of NS$2,700
               divided into 2,700 unlimited equity interest with no par value.

      FORMUS VENEZUELA

               Formus Venezuela has an authorized and issued capital of
               B$4,000,000 divided into 2,000 shares with a par value of
               B$l0,000.

      ARGENTINA LLC

               Argentina LLC has one membership interest outstanding which was
               issued for US$100.

      BOLIVIA LLC

               Bolivia LLC has one membership interest outstanding which was
               issued for US$100.

      CHILE LLC

               Chile LLC has one membership interest outstanding which was
               issued for US$100.

      COLOMBIA LLC

               Colombia LLC has one membership interest outstanding which was
               issued for US$100.

      PERU LLC

               Peru LLC has one membership interest outstanding which was issued
               for US$100.

      VENEZUELA LLC

               Venezuela LLC has one membership interest outstanding which was
               issued for US$100.

      INTERLOOP BVI

               Interloop BVI has an authorized and issued capital of
               US$3,400,000 divided into 3,400,000 shares with a par value of
               $1.00 per share.


                                       4
<PAGE>   122

      INTERLOOP COLOMBIA

               Interloop Colombia has an authorized and issued capital of
               CP$2,397,950,000 divided into 2,397,950 shares with a par value
               of CP$1.00 per share.


                                       5
<PAGE>   123

                                SCHEDULE 3.14(a)

                           SHARE OWNERSHIP OF COMPANY



<TABLE>
<CAPTION>
                       VELOCOM CAPITAL STRUCTURE - 1/8/00

                                                                  TOTAL                  TOTAL
                                           TOTAL    SERIES A    SERIES A    SERIES B    SERIES B            FULLY DILUTED      %
NAME                           COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED    PREFERRED  OPTIONS    OWNERSHIP    OWNERSHIP
----                          ---------  ---------  ---------   ---------  ---------    ---------  -------  -------------  ---------
<S>                           <C>        <C>        <C>         <C>        <C>          <C>        <C>      <C>            <C>
Telecom Partners II, L.P.       200,000               855,556
                              1,300,000             2,811,111
                                         1,500,000  1,939,108   5,605,775    833,333      833,333             7,939,108      0.1184
Centennial Fund V, L.P.         932,600               652,820                                                        --          --
                                                    2,144,980                                                        --          --
                                                    1,388,831                250,000                                 --          --
Centennial Fund VI, L.P.             --                    --              1,244,319                                 --          --
Centennial Entrepreneurs
Fund V L.P.                      28,940                20,260                                                        --          --
                                                       66,560                                                        --          --
                                                       43,098                                                        --          --
Centennial Entrepreneurs
Fund VI, L.P.                        --                    --                 32,745                                 --          --
Centennial Holdings I, L.L.C.    38,460                26,920                                                        --          --
                                                       88,460                                                        --          --
Centennial Strategic
Partners VI, L.P.                                                             65,490                                 --          --
                                         1,000,000     57,275   4,489,204     36,506    1,629,060             7,118,264      0.1061
                                                                                                                     --
</TABLE>

                                        1
<PAGE>   124
                       VELOCOM CAPITAL STRUCTURE - 1/8/00



<TABLE>
<CAPTION>
                                                                  TOTAL                  TOTAL
                                           TOTAL    SERIES A    SERIES A    SERIES B    SERIES B            FULLY DILUTED      %
NAME                           COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED    PREFERRED  OPTIONS    OWNERSHIP    OWNERSHIP
----                          ---------  ---------  ---------   ---------  ---------    ---------  -------  -------------  ---------
<S>                           <C>        <C>        <C>         <C>        <C>          <C>        <C>      <C>            <C>
Crescendo World Fund,
L.L.C                           477,150               742,234                                  --                      --         --
                                                      457,649                159,050                                   --         --
Crescendo III, L.P.
                                     --             2,555,555              1,190,115                                   --         --
                                                      959,128                                                          --         --
Eagle Ventures WF, L.L.C.        22,850                35,544                                                          --         --
                                                       21,916                  7,617                                   --         --
Crescendo III, GbR                   --                    --                 24,539                                   --
Crescendo III Executive
Fund, L.P.                           --    500,000         --   4,772,026     35,347    1,416,668               6,688,694     0.0997
SLI Wireless S.A              4,330,709  4,330,709  7,840,000   7,840,000  2,416,667    2,416,667              14,587,376     0.2175
Formus Communications -
Latin America Holdings, LLC   1,574,803  1,574,803  7,866,333   7,866,333    933,333      933,333              10,374,469     0.1547
Janco Capital, L.P.                  --                    --                 41,667       41,667                  41,667     0.0006
Brad Peery Capital, L.P.             --                    --                 25,850                                   --         --
Brad Peery Capital Ventures,
L.P.                                 --                    --                 21,900                                   --         --
Brad Peery Capital,
International                        --                    --                 16,900                                   --         --
Brad Peery Capital, Inc.             --                    --                  2,050       66,700                  66,700     0.0010
Mellon Ventures II, L.P.             --                    --              1,666,667    1,666,667               1,666,667     0.0249
Taquari Participacoes S.A     1,035,064  1,035,064         --          --         --           --               1,035,064     0.0154
Black Coral Enterprises Inc.    638,164    638,164         --          --         --           --                 638,164     0.0095
C. James Frank                    5,000                 1,862                                                          --
                                 14,805     19,805                  1,862         --           --                  21,667     0.0003
Sean White                        1,666      1,666         --          --         --           --                   1,666     0.0000
</TABLE>


                                        2


<PAGE>   125

                       VELOCOM CAPITAL STRUCTURE - 1/8/00


<TABLE>
<CAPTION>
                                                                TOTAL                  TOTAL
                                         TOTAL    SERIES A    SERIES A    SERIES B    SERIES B             FULLY DILUTED      %
NAME                         COMMON     COMMON    PREFERRED   PREFERRED  PREFERRED   PREFERRED    OPTIONS    OWNERSHIP    OWNERSHIP
----                         ------   ----------  ---------  ----------  ----------  ----------  --------- -------------  ---------
<S>                          <C>      <C>         <C>        <C>         <C>         <C>         <C>       <C>            <C>
Francis McInerney             1,667        1,667         --          --          --          --                    1,667      0.0000
North River Ventures, Inc.
Pension Plan                  5,000        5,000         --          --          --          --                    5,000      0.0001
Michael Lisogurski           24,000       24,000         --          --          --          --                   24,000      0.0004
Clarence Endy                 1,000        1,000         --          --          --          --                    1,000      0.0000
Telecom Partners III, L.P.                                                3,333,333   3,333,333                3,333,333      0.0497
BankAmerica Investment
Corporation*                                                              2,916,667   2,916,667                2,916,667      0.0435
Qualcomm Incorporated                                                     1,250,000   1,250,000                1,250,000      0.0186
Chestnut Hill VeloCom, LLC                                                1,725,000   1,725,000                1,725,000      0.0257
Dolphin Communications
Fund, LP                                                                    293,140     293,140                  293,140      0.0044
Dolphin Communications
Parallel Fund                                                               123,527     123,527                  123,527      0.0018
First Union Merchant
Banking 1999                                                              1,595,489   1,595,489                1,595,489      0.0238
Toronto Dominion
Investments, Inc.                                                           583,333     583,333                  583,333      0.0087
CRI Media Partners, L.P.                                                     13,333      13,333                   13,333      0.0002
CRI Media Partners II, L.P.                                                  53,333      53,333                   53,333      0.0008
Northwood Ventures LLC                                                      125,000     125,000                  125,000      0.0019
Aleks Acimovic                                                                8,333       8,333                    8,333      0.0001
Orlin R. Jacobson                                                             5,000       5,000                    5,000      0.0001
Ravi Mhatre                                                                   6,250       6,250                    6,250      0.0001
TD Securities (USA), Inc.                                                    25,000      25,000                   25,000      0.0004
DIRECTORS, EMPLOYEES AND
OPTIONS                          --      651,948         --     131,133     209,999     209,999  3,798,544     4,791,624      0.0715
                                                                                                                      --
TOTAL                                 11,283,826             30,706,333  21,270,832  21,270,832  3,798,544    67,059,535      1.0000
 *Includes Series B and B-1
</TABLE>


                                       3
<PAGE>   126


                                SCHEDULE 3.14(b)

              AGREEMENTS RELATING TO EQUITY INTERESTS IN COMPANIES

     VELOCOM

              1. Option Agreement dated as of January 15, 1999 among the
              Company, Bell Canada International Inc., Taquari, SLI, Qualcomm,
              and BID S.A.

              2. Subscription Agreement between Formus and the Company dated
              August 20, 1999.

              3. Subscription Agreement between SLI and the Company dated August
              20, 1999.

              4. Subscription Agreement between Taquari and the Company dated
              August 20, 1999.

              5. Amended and Restated Investors Agreement dated as of September
              27, 1999 between the Company and its principal stockholders.

              6. Consent and Agreement dated September 22, 1999 between BCI,
              SLI, Qualcomm, Vicunha and the Company.

              7. Equity Subscription Agreements between the Company and each of
              Nicolas Kauser, David Leonard, R. Dwayne House, REINCO Corp.,
              Michael S. Quinn, C. James Frank, Michael Lisogurski, North River
              Ventures, Inc. Pension Plan, Francis McInerney, Clarence Endy,
              Brad Johnson, Sean White, Bernard Schotters, David Leonard, Barry
              Rowan and David Tomizuka.

              8. Joinder Agreements between the Company and each of R. Dwayne
              House, REINCO Corp., Nicolas Kauser, Michael S. Quinn, Clarence
              Endy, David Tomizuka, Brad Johnson and Barry Rowan.

              9. Series A Preferred Stock Purchase Agreement dated as of January
              26, 1999 between the Company, Telecom, Centennial and Crescendo.

              10. Second Series A Preferred Stock Purchase Agreement dated as of
              May 7, 1999 between the Company, Telecom, Crescendo, Centennial,
              David J. Leonard, Gregory P. Sadler, Fred A. Vierra, Robert
              McKenzie, C. James Frank, R. Dwayne House and Nicolas Kauser.

              11. Employment Letters between the Company and each of David
              Leonard, Charles Schneider, Derek Koecher, Henry Peraza, Michael
              Casullo, Lisa Gamel, Patricia Reichman, R. Dwayne House, John
              Gowen, Michael Quinn, Barry Rowan, Antonio Salles, Steve
              Dougherty, Greg Sadler, Julia Hughes,


                                       1
<PAGE>   127

              Nicolas Kauser, Endy, Brad Johnson, Diego Rodrigues, Willie
              Hernandez, Mark Johnson, Dave Tomizuka, and Phillip Shoemaker.

              12. Stock Option Agreements between the Company and each of David
              Leonard (10/1/98), David Leonard (10/1/98), David Leonard
              (5/21/99), Nicolas Kauser (10/1/98), Nicolas Kauser (5/21/99),
              Clarence Endy (4/12/99), Clarence Endy (5/21/99), Clarence Endy
              (5/21/99), Barry Rowan (7/12/99), Barry Rowan (7/12/99), John
              Gowen (12/7/98), John Gowen (5/21/99), John Gowen (5/21/99),
              Michael Quinn (7/16/99), Michael Quinn (7/16/99), Greg Sadler
              (12/7/98), Greg Sadler (5/21/99), Greg Sadler (5/21/99), R.
              Dwayne House (1/4/99), R. Dwayne House (5/21/99), R. Dwayne
              House (5/21/99), Michael Casullo (3/15/99), Michael Casullo
              (5/21/99), Derek Koecher (6/7/99), Patricia Reichman (4/1/99),
              Julia Hughes (10/5/98), Julia Hughes (12/7/98), Julia Hughes
              (12/7/98), Julia Hughes (5/21/99), Shaun Orton (5/21/99), Lisa
              Gamel (3/8/99), Lisa Gamel (5/21/99), Brad Johnson (5/3/99),
              Brad Johnson (5/21/99), Brad Johnson (5/21/99), Charles Schneider
              (7/11/99), Henry Peraza (6/1/99), Henry Peraza (6/1/99), Fred
              Vierra (9/17/98), Fred Vierra (5/21/99) and Bernard Schotters
              (6/18/99), David Tomizuka (10/1/99), Steve Dougherty (8/1/99),
              Antonio Salles (8/1/99), Luis Gonzalez Lanuza (10/1/99) and Mario
              Janovich (10/1/99).

              13. Equity Investment Agreement dated October 21, 1999 between the
              Company and certain of its stockholders.

              14. Purchase Agreement dated December 6, 1999, as amended by
              Amendment No. 1 on December 31, 1999 between the Company and the
              investors set forth therein.

              15. Follow-On Purchase Agreement dated as of December 20, 1999
              between the Company and the investors set forth therein.

       VELOCOM BRASIL

              1. Option Agreement dated as of February 4, 1999 by and between
              Bell Canada International (Brazil Telecom I) Limited and VeloCom
              Brasil.

              2. Agreement dated as of February 4, 1999 by and between VeloCom
              Brasil and QUALCOMM do Brasil S.A.

              3. Shareholder Agreement between Taquari, SLI, Qualcomm, Bell
              Canada International (Brazil Telecom I) Limited, VeloCom Brasil
              and Vesper Holding, dated February 4, 1999.

       BRASIL HOLDINGS

              1. Option Agreement dated as of July 30, 1999 by and between Bell
              Canada International (MegaTel) Limited and Brasil Holdings.


                                       2
<PAGE>   128

              2. Shareholder Agreement between SLI, QUALCOMM, Bell Canada
              International (MegaTel) Limited, Brasil Holdings and Vesper Sao
              Paulo Holding dated July 30, 1999.

              3. Amended and Restated Shareholders Agreement dated as of
              December 23, 1999 between the shareholders of Vesper Sao Paulo
              Holding.

              4. Amended and Restated Shareholders Agreement dated as of
              December 23, 1999 between the shareholders of Vesper Holding.

       VESPER HOLDING

              1. Shareholder Agreement between Taquari Participacoes S.A.
              ("Taquari"), SLI Wireless S.A. ("SLI"), QUALCOMM do Brasil S.A.
              ("QUALCOMM"), Bell Canada International (Brazil Telecom I)
              Limited, VeloCom Brasil and Vesper Holding, dated February 4,
              1999.

              2. Amended and Restated Shareholder Agreement dated as of December
              23, 1999 between the shareholders of Vesper Holding.

       VESPER SAO PAULO HOLDING

               1. Shareholder Agreement between SLI, QUALCOMM, Bell Canada
               International (MegaTel) Limited, Brasil Holdings and Vesper Sao
               Paulo Holding dated July 30, 1999.

               2. Amended and Restated Shareholders Agreement dated as of
               December 23, 1999 between the shareholders of Vesper Sao Paulo
               Holdings.

       ARGENTINA LLC

               Oral agreement with Alfredo Iribarren for 1% of Formus Argentina
               LLC's interest in TMC at such time that a liquidity event occurs.

       COLOMBIA LLC

              Consulting Agreement between Colombia LLC and Jacobsen Consulting
              dated January 27, 1999.


                                       3
<PAGE>   129

                                SCHEDULE 3.18(a)

                                    LICENSES

       VESPER

              1. Termo de Autorizacao do Servico Telefonico Fixo Comutado,
              Modalidade Local, Que Entre Si Celebram A Agencia Nacional de
              Telecomunicacoes - ANATEL e Vesper.)

              2. Termo de Autorizacao do Servico Telefonico Fixo Comutado,
              Modalidade Longa Distancia Nacional de Ambito Intra-Regional, Que
              Entre Si Celebram A Agencia Nacional de Telecomunicacoes - ANATEL
              e Vesper.

              3. License for Packet Switched Network Services issued by Anatel
              on September 23, 1999.

              4. License for Circuit Switched Network Services issued by Anatel
              on September 23, 1999.

              5. License for Dedicated Line Services issued by Anatel on
              September 23, 1999.

              6. License for Special Services of Audio and Video Signal issued
              by Anatel on September 23, 1999.

              7. License for Retransmission issued by Anatel on September 23,
              1999.

       Vesper may experience certain delays in meeting its build out obligations
       under its licenses. The Company does not believe that the impact of these
       delays will be material but there could be resulting fines due to such
       delays.

       MEGATEL

              1. Termo de Autorizacao do Servico Telefonico Fixo Comutado,
              Modalidade Local, Que Entre Si Celebram A Agencia Nacional de
              Telecomunicacoes - ANATEL e MegaTel.

              2. Termo de Autorizacao do Servico Telefonico Fixo Comutado,
              Modalidade Longa Distancia Nacional de Ambito Intra-Regional, Que
              Entre Si Celebram A Agencia Nacional de Te1ecomunicacoes - ANATEL
              e MegaTel.

              3. Licenca para transporte de dados - ANATEL ("data transport
              license" - under analysis regarding all possible applications).


                                       1
<PAGE>   130

       MegaTel may experience certain delays in meeting its build out
       obligations under its licenses. The Company does not believe that the
       impact of these delays will be material but there could be resulting
       fines due to such delays.

       TELELATINA

              1. By Resolution 2617SC/97 issued by the Secretary of
              Communications on September 4, 1997, Telelatina was granted a
              license to provide Value Added Services, Data Transmission
              Services and Videoconferencing services nationwide.

              2. By Resolution 3064SC/97, issued by the Secretary of
              Communications on October 15, 1997, Telelatina was granted an
              authorization to use the frequency bandwidth from 3,450 Mhz to
              3,475 Mhz. and from 3,550 Mhz. to 3,575 Mhz. The use of these
              frequencies is governed by Resolution 2879SC/97 as amended by
              869SC/98.

       Telelatina has applied for modifications to the build out schedule under
       its licenses due to the fact that certain of the equipment to be used by
       it is still in the testing phase. The Company expects that each of these
       requests for modification will be granted.

       SMARTEL

              1. By Resolution 1130SC/98 issued by the Secretary of
              Communications on May 7, 1998, Smartel was granted a license to
              provide Value Added Services, Data Transmission Services,
              Broadcasting signals carriage services and Videoconferencing
              services.

              2. By Resolution 1247SC/98, issued by the Secretary of
              Communications on May 22, 1998, Smartel was granted an
              authorization to use on a precarious basis, for the AMBA (which
              area comprises the City of Buenos Aires and certain locations
              nearby), Rosario, Cordoba and Mendoza the frequency bandwidth from
              26,850 Ghz to 27,350 Ghz. and from 31,075 Ghz. to 31,150 Ghz. The
              use of these frequencies is governed by Resolution 869SC/98, as
              amended.

       Smartel has applied for modifications to the build out schedule under its
       licenses due to the fact that certain of the equipment to be used by it
       is still in the testing phase. The Company expects that each of these
       requests for modification will be granted.

       FORMUS ARGENTINA

              Bands: E Band which totals 575 MHz and consists of the following
              frequencies: 25.85 to 26.35 GHz and 29.175 to 29.25 GHz (awarded
              November 1998). This spectrum assignment may initially be used
              only in the following cities: AMBA


                                       2
<PAGE>   131

              (Area Multiple Buenos Aires), La Plata and Cordoba.
              Services: Data transmission, value added and videoconferencing
              (awarded September and November 1998).

       Formus Argentina has applied for modifications to the build out schedule
       under its licenses due to the fact that certain of the equipment to be
       used by it is still in the testing phase. The Company expects that each
       of these requests for modification will be granted.

       FORMUS COLOMBIA

              Bands: 300 MHz at 38 GHz; channels 13, 14, 17 (awarded November
              1998). The license fees for the 38 GHz spectrum license has been
              increased from approximately US$222,000 to approximately
              US$534,000. This increase is effective for the year 2000 payment
              due January 2000.

              Services: Local carrier and value added (awarded August 1998 and
              May 1999)

       Formus Colombia may be slightly delayed in connection with its
       implementation deadline of the end of November 1999. The Company believes
       that any delay will be slight and will not have a material adverse effect
       on its license.

       FORMUS PERU

              Bands: 400 MHz at 38 GHz; channels 1-4 (awarded May 1999).

              Services: Local carrier and value added (awarded April 1999).

       INTERLOOP COLOMBIA

              1. License to provide Basic Commuted Telephone Service in
              Colombia. Such license was granted by Resolution 4262 issued on
              9/23/97, expiring on 12/23/2007, the scope of this license shall
              be for the territory of Santa Fe de Bogota, DC (Departamento de
              Curdinamarca), Cali (Departamento de Valle del Cauca), Medellin
              (Departamento de Antioquia), Barranquilla (Departamento de
              Atlantico), Bucaramanga (Departamento de Santander), Cartagena
              (Departamento de Bolivar), Santa Marta (Departamento de
              Magdalena), Pereira (Departamento de Risaralda), Cucuta
              (Departamento del Norte de Santander) y Villavicencio
              (Departamento del Meta);

              2. License to provide Value Added Services, Telematics services,
              and the constitution of an Associate Value Added Services Network,
              which was granted by Resolucion 4472 issued on 10/10/97 expiring
              on 10/10/2007.

              3. Interloop Colombia was authorized to use the radioelectric
              spectrum as per Resolution 5195 issued on 29/12/97. By Resolution
              106 of 1999, Interloop was


                                       3
<PAGE>   132

              authorized to use exclusively bands 23 y 3.4 Ghz within the cities
              where it had been awarded with a License until 9/22/2007.

       Interloop Colombia is not in compliance with certain of its build out
       obligations and may face fines or revocation of its license.

       ODECAR S.A.

       Odecar S.A. was assigned, on December 14, 1999, per Resolution No.
       404.99 of the Direccion Nacional de Comunicaciones of Uruguay, the
       radioelectric sub-blocks 24.600 GHz - 24.850 GHz in Montevideo and 25,100
       GHz - 25.350 GHz, 25.600 GHz - 25.850 GHz and 26.100 GHz - 26.350
       GHz in Maldonado for use in providing commercial data transmission
       service.


                                       4
<PAGE>   133

                                 SCHEDULE 3.20

                                   LIABILITIES

               PLEASE SEE SCHEDULE 3.18 FOR POTENTIAL LIABILITIES
                  UNDER CERTAIN LICENSES HELD BY THE COMPANIES.

       THE COMPANY

              1. The Company has posted a US$1 million guarantee in respect of a
              license bid in Uruguay which will be replaced by a US$300,000
              performance bond.

       VELOCOM BRASIL

              Guarantee for three months of rent payments by VeloCom Brasil of
              Charles Schneider's residential lease in Sao Paulo, Brazil.

       VESPER

              1. Liabilities under cell site and switch site leases entered into
              by Vesper.

              2. Vesper has guaranteed the residential leases of the following
              employees of Vesper:

                        (a)      William Dunbar

                        (b)      Luis Gentil

                        (c)      Norman Gaudreau

                        (d)      Jim Greenlaw

                        (e)      Paul Newman

                        (f)      Pamela Goossen

                        (g)      Timothy Quinn

                        (h)      Francisco Neves Filho

                        (i)      Jean Provencher

                        (j)      Jacques Despars

                        (k)      Charles Laflamme

                        (l)      Edmund del Sol

                        (m)      Sebastian Poisson

                        (n)      Yuan Ringuetti


              3. Capitalized Leases pursuant to that certain Leasing Agreement
              with IBM Brasil Leasing Arrendamento Mercantil S.A. in the total
              amount of $1,800,000.

              4. Debt incurred pursuant to that certain loan facility agreement
              between Vesper S.A. and Nortel dated as of October 25, 1999.


                                       5
<PAGE>   134

              5. Debt incurred pursuant to note purchase agreements dated
              December 16, 1999 between Vesper S.A. and Ericsson
              Telecomunicacoes S.A., Nortel and Harris Corporation Networks.

              6. Debt incurred pursuant to Motorola CPE Supply Agreement and
              related vendor financing.

       VESPER HOLDINGS

              1. Guaranty of Indebtedness of Vesper set forth in number 6 above.

       MEGATEL

              1. Liabilities under cell site and switch site leases entered into
              by MegaTel.

              2. MegaTel has guaranteed the residential leases of the following
              employees of MegaTel:

                        (a)      Norman Taylor

                        (b)      Giles Leclerc

                        (c)      Roland L'Esperance

                        (d)      Claude Page

                        (e)      Monique Baril

                        (f)      Francois Levesque

                        (g)      Robin Constantin

                        (h)      Rene Quenneville

                        (i)      Roger Croteau

                        (j)      Francois Cote

                        (k)      Glenda Maillaux

                        (l)      Denis Dion

                        (m)      Keith Knox


              3. Bridge loan facility by Lucent to MegaTel under the Equipment
              Supply Agreement dated September 27, 1999.

              4. Debt Pursuant to Credit Agreement dated December 27, 1999.

              5. Debt incurred pursuant to Motorola CPE Supply Agreement and
              related vendor financing.

       VESPER SAO PAULO HOLDING

              1. Guaranty of Indebtedness of Megatel set forth in number 4
              above.


                                       6
<PAGE>   135

       TMC

              1. Pursuant to the Lease Contract, dated March 12, 1999 between
              Eduardo Manuel Stigol (Lessor) and Rigoberto Almeida Costa
              (Lessee). Guarantee for three months of rent payments by TMC of
              Mr. Costa's residential lease in Buenos Aires, Argentina.

              2. Liabilities under cell site and switch site leases entered into
              by TMC.

       VELOCOM ARGENTINA

              1. VeloCom Argentina has agreed to pay the residential lease for
              Derek Koecher.


                                       7
<PAGE>   136

                                SCHEDULE 3.22(a)

                        COLLECTIVE BARGAINING AGREEMENTS
                 OR EMPLOYMENT AGREEMENTS NOT TERMINABLE AT WILL

       VESPER

              As of the date hereof, there exists no agreement between Vesper
              and any union. However, Vesper will need to enter into a
              collective beginning agreement with the union of telecommunication
              workers.

       MEGATEL

              As of the date hereof, there exists no agreement between MegaTel
              and any union. However, MegaTel will need to enter into a
              collective beginning agreement with the union of telecommunication
              workers.

       TMC

              1. Collective Bargaining Agreements: TMC is not currently making
              payments according to any collective bargaining agreement, but
              there is a risk that certain of its employees be deemed to be
              included under the following collective bargaining agreements:

                     (i)    Collective Bargaining Agreement for Commercial
                            Employees ("CBACE") Nbr. 130/7.


                     (ii)   FOEESITRA (Federacion de Obreros. Especialistas y
                            Empleados de los Servicios e Industria de las
                            Telecomunicaciones de la Republica Argentina).

                     (iii)  Traveling Salesman - Collective Bargaining Agreement
                            for traveling salesmen, Nbr. 308/75.

              No dispute, arbitration, litigation or breach exists under any
              collective bargaining agreement.

              2. TMC Employment Agreements which are not terminable at will
              without making severance payments:

                     NAME OF THE EMPLOYEE:

                     ALVAREZ Jose Luis
                     ARCE Walter Javier
                     ASEF Felix Nadir
                     BERTOLA Marcelo E.


                                       1
<PAGE>   137

                     NAME OF THE EMPLOYEE:

                     BLAUZWIRN LABORDE Pablo Ernesto
                     BOSSIO Rafael
                     BRAVO Ricardo Luis
                     BURGUENO SCALONE Juan Manuel
                     CARBONE LORENA Alejandra
                     CAZENAVE Luciana
                     CHOROVICZ Demian
                     COCCIOLO Roberto Anibal
                     COCIMANO Daniel
                     CONTSOMANOLAKY Alejandro
                     CRISTALLO Alejandro
                     CUESTA Fernando Anibal
                     DE LUQUE Mariano
                     ESCALA Nestor Alberto
                     ESPERON Jose Luis
                     FERNANDEZ Maria Jose
                     FERNANDEZ Nestor
                     FOURCADE Juan Edgardo
                     ADRIANO GALLINEA Fabio
                     GARCIA Jose
                     GARCIA Natalia
                     GERARDI Maximiliano
                     GORINI Fernando Gabriel
                     GRANJA Anabella Dafne
                     HORVAT Jacobo
                     IGLESIAS Sergio Gustavo
                     IGOUNET Maria Jose
                     IURCOVICH Patricia
                     JANCZUK Juan Carlos
                     JOVENICH Victor Augusto
                     KRAEFFT Mariano Ricardo
                     L'AVENA Teresa Haydee
                     LISJAK Ariel
                     LOPEZ Pablo David
                     MEDINA Felix Adolfo
                     MELERO Roberto Eduardo
                     MENDEZ Guerin Nicolas
                     MERLIS Alfredo Guillermo
                     MOIX Roman Angel
                     MOLLO FREYTAZ Carlos
                     MOREY Gustavo Nicolas


                                       2
<PAGE>   138

                     NAME OF THE EMPLOYEE:

                     MUSUMECI Sergio Dario
                     NUGUER Karina
                     PELIZZA Luis Jorge
                     PEREYRA Ricardo Hector
                     PONCE Maria Sandra
                     RICKE William
                     ROBLEDO Mabel
                     ROMEO Mariano
                     RUBIN Ubaldo
                     RUIZ Maria Alejandra
                     SAINT-JEAN Pedro Miguel
                     SALAS GRABOLO Gustavo
                     SAWON Ricardo
                     SCOTTI Alejandro
                     TIBALDO Mauricio Edgardo
                     TORRES Julio Oscar
                     VENENATI Mariano
                     VILLALBA Eduardo Humberto
                     VILLECO Diego
                     ZAIDEL Alejandro
                     ZAYAT Gonzalo Manuel
                     ZUMARRAGA Juan Pablo

       VELOCOM ARGENTINA

              Velocom Argentina employment agreements which are not terminable
              at will without making severance payments:

              1.     Rudolfo Pella

              2.     Ana Guiqou

              In addition, this entity is responsible for social security "OSDE"
       benefits for these employees.


                                       3
<PAGE>   139

                                SCHEDULE 3.22(b)

                     EMPLOYEES AND DIRECTORS OF THE COMPANY

<TABLE>
<CAPTION>
                                                                                       TERM OF
EMPLOYEE            POSITION                              SALARY       BENEFITS      EMPLOYMENT*
--------            --------                           -----------    ----------     -----------
<S>                 <C>                                <C>            <C>            <C>
Fred Vierra         Chairman - Non-Employee            $ 12,000.00    $ 3,600.00       At Will
David Leonard       President & CEO                    $300,000.00    $90,000.00       At Will
Nick Kauser         Chief Technology Officer           $120,000.00    $36,000.00       At Will
Barry Rowan         Chief Financial Officer            $225,000.00    $52,500.00       At Will
John Gowen          Chief Development Officer          $200,000.00    $60,000.00       At Will
Michael Quinn       VP Legal & Strategic Affairs       $250,000.00    $75,000.00       At Will
Greg Sadler         VP Finance                         $150,000.00    $45,000.00       At Will
Dwayne House        VP Operations                      $150,000.00    $45,000.00       At Will
Mike Casullo        VP - Info Technology               $110,000.00    $33,000.00       At Will
David Tomizuka      VP - Internet Strategy & Bus.      $200,000.00    $60,000.00       At Will
                    Dev.
Mark Johnson        VP - IP Services                   $110,000.00    $33,000.00       At Will
Ann Doris           VP - Marketing Strategy/           $175,000.00    $51,000.00       At Will
                    Communications
Derek Koecher       Financial Analyst                  $ 65,000.00    $19,500.00       At Will
Patti Reichman      Controller                         $ 90,000.00    $27,000.00       At Will
Julia K. Hughes     Executive Assistant                $ 45,000.00    $13,500.00       At Will
                    MIS Manager                        $ 35,000.00    $10,500.00       At Will
Lisa Gamel          Administrative Assistant           $ 33,000.00    $ 9,900.00       At Will
Wendy Shantz        Administrative Assistant           $ 40,000.00    $12,000.00       At Will
                    Receptionist/Admin Assist          $ 29,000.00    $ 9,000.00       At Will
Brad Johnson        VP Southern Cone                   $225,000.00    $67,500.00       At Will
Steve Dougherty     VP Brazil                          $250,000.00    $75,000.00       At Will
Chuck Schneider     Brazil CFO                         $150,000.00    $45,000.00       At Will
</TABLE>


                                       1

<PAGE>   140

<TABLE>
<S>                                <C>                          <C>               <C>               <C>
Henry Peraza                       Pres-Brazil Sm Markets       $150,000.00       $45,000.00        At Will
Barney Schotters                   Board Member - Non           $ 12,000.00       $       --
                                   Employee
Bob McKenzie                       Board Member - Non           $ 12,000.00       $       --
                                   Employee
Diego Rodriguez                    Director of Transition       $120,000.00       $       --
                                   Management
Phil Shoemaker                     Director of Implementation   $110,000.00       $33,000.00
                                   and Deployment
William J. Elsner                  Board Member - Non
                                   Employee
Steven Halstedt                    Board Member - Non
                                   Employee
Anthony Daffer                     Board Member - Non
                                   Employee
Guillermo Liberman                 Board Member - Non
                                   Employee
Luis Gonzalez Lanuza               Board Member - Non
                                   Employee
Scott Perper                       Board Member - Non
                                   Employee
Michael Greeley                    Board Member - Non
                                   Employee
Jacques Gliksberg                  Board Member - Non
                                   Employee
Bernard G. Dvorak                  Board Member - Non
                                   Employee


through Brazil and Argentia:
     Guillermo Ramirez             Senior Project Manager       $ 97,750.00       $29,000.00
     Ana Guigou                    Argentina Admin              $ 35,000.00       $10,500.00        At Will
     Cristina Diegues              Secretary                    $ 29,750.00       $ 3,000.00        At Will
     Naomi Periera                 Secretary                    $ 25,000.00       $18,000.00        At Will
     Rudolfo Pella                 Argentine Engineer           $ 65,000.00       $19,500.00        At Will
     Antonio de Salles             Operations Manager           $125,000.00       $36,000.00        At Will
</TABLE>


                                       2
<PAGE>   141


                                SCHEDULE 3.23(a)

                             EMPLOYEE BENEFIT PLANS

       VELOCOM

              1.     VeloCom Stock Option Plan.

              2.     VeloCom Death and Disability Plan.

              3.     Vision Care Plan.

              4.     Humana Medical PPO Plan.

              5.     Reliant Life Insurance Plan.

              6.     Delta Dental Plan.

       VESPER

              Vesper executive compensation package.

       MEGATEL

              MegaTel executive compensation package.

       TMC
              1. Insurance policy No. 1996 of Generali Argentina Compania de
              Seguros Patrimoniales regarding labor risk of employees.

              2. Tickets for buying at restaurants "Ticket Restaurant" ($10 per
              employee for each working day) and Tickets for buying other goods
              "Ticket Canasta" ($150 per employee, per month).

              3. Social security "OSDE", "Docthos", "OSECAC" and Accion Social
              de Empresarios for employees.

              4. Difference of price of social security (Argentine pesos 35 per
              month) in favor of Carlos Esteban Castro.

              5. Other benefits arising out of the labor agreements entered
              into by: (i) Rigoberto Almeida Costa, TMC and Fabio Adriano
              Gallinea, and (ii) William Ricke.


                                        1

<PAGE>   142


              6. TMC has agreed to institute a phantom stock option plan for
              senior management by year end. This stock option plan is subject
              to the approval of the Company's board of directors.



                                       2

<PAGE>   143

                                 SCHEDULE 3.24

                            RECORDKEEPING COMPLIANCE

       VELOCOM CHILE

               VeloCom Chile has not filed certain monthly tax reports with
               Chilean tax authorities. The Company is in the process of making
               such filings.

       FORMUS ARGENTINA

               Certain tax documents are in the process of being filed.


                                        1