Form of
                           Waiver of Conversion Rights
                            Series A Preferred Stock
                             TEK DigiTel Corporation


     We, being all of the shareholders of Series A Preferred Stock of TEK
DigiTel Corporation (the "Company"), intending to be legally bound hereby, do
hereby voluntarily, unconditionally and irrevocably waive our right and
privilege to automatically convert our shares of Series A Preferred Stock of the
Company into shares of Common Stock of the Company at the conversion rate of 6
shares of Common Stock for each share of Series A Preferred Stock owned by each
shareholder as set forth in Item 4, Section 4.1(b) of Exhibit A to the Company's
Certificate of Amendment to its Articles of Incorporation as filed with the
Wyoming Secretary of State's office on June 16, 1998 and as approved by the
shareholders in Item 4, Section 4.1(b) of Exhibit A to the Agreement and Plan of
Merger entered into on June 10, 1998.

     In lieu of our right to immediately convert our shares of Series A
Preferred Stock into shares of the Company's Common Stock at the conversion rate
of 6:1, each shareholder agrees to be bound by the conversion rates and
conversion conditions set forth in Item 4, Section 4.1(a) of Exhibit A to the
Company's Certificate of Amendment to its Articles of Incorporation as filed
with the Wyoming Secretary of State's office on June 16, 1998 and as approved by
the shareholders in Item 4, Section 4.1(a) of Exhibit A to the Agreement and
Plan of Merger entered into on June 10, 1998.

     In consideration of our unconditional and irrevocable waiver of our right
and privilege to automatically convert our shares of Series A Preferred Stock
into shares of the Company's Common Stock, each shareholder hereby agrees to the
following amendments to Item 4, Sections 4.1(d) and (e) of Exhibit A to the
Company's Certificate of Amendment to its Articles of Incorporation as filed
with the Wyoming Secretary of State's office on June 16, 1998 and to Item 4,
Sections 4.1(d) and (e) to the Agreement and Plan of Merger entered into on June
10, 1998:

     4. Conversion Right

          4.1 Conversion Into Common Stock

              . . . .

              "(d)    Automatic Conversion at Maximum Conversion Rate


<PAGE>

                      On the fifth anniversary of the Original Issue Date of the
                      Series A Preferred Stock, every share of Series A
                      Preferred Stock which has not theretofore satisfied any of
                      the foregoing conversion conditions in this Section 4 and
                      been converted to Common Stock shall, automatically and
                      without any requirement to satisfy any conversion
                      conditions of this Section 4 and without need of any
                      further action on the part of holders of Series A
                      Preferred Stock except to surrender the Series A Preferred
                      Stock certificates to the Company's Secretary or transfer
                      agent and registrar for conversion, be converted into and
                      thereafter represent six (6) shares of the Common Stock of
                      the Company.

               (e)    Other Matters Relating to Conversion

                      The Common Shares of the Company into which shares of
                      Series A Preferred Stock are converted ("Conversion
                      Shares") shall, as legally required, be registered under
                      the Securities Act of 1933, as amended ("Act"), or shall
                      be issued in reliance upon Section 4(2) of the Act or Rule
                      505 or 506 of Regulation D under the Act or Regulation S
                      under the Act or other available exemption from
                      registration under the Act. Conversion shall be deemed to
                      occur on the date a certificate evidencing such shares of
                      Series A Preferred Stock being converted is presented to
                      the Company or to the Company's transfer agent and
                      registrar, properly endorsed and accompanied by the proper
                      fee payable for issuance for the Conversion Shares. Each
                      certificate evidencing Series A Preferred Stock or
                      Conversion Shares shall be subject to such restrictions,
                      conditions and limitations, and shall bear such restricted
                      legends, if any, as are required by applicable laws, rules
                      and regulations."

                      . . . .

     We, the undersigned shareholders, as owners of the Series A Preferred
Stock, agree to hold the Company's officers and directors jointly and severally
harmless for monetary damages, claims or demands of any nature, if any, for
breach their joint or individual fiduciary duty as an officer and/or director or
by reason of any action which could or might have been taken or any omitted
action in such capacity with respect to the automatic conversion provision so
long as the officer and/or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and/or the shareholders.

<PAGE>


     IN WITNESS WHEREOF, the undersigned holders of all of the outstanding
shares of Series A Preferred Stock of the Company, intending to be legally bound
hereby, have executed this Waiver, which may be executed in counterparts until
Friday, May 5, 2000, as of the dates set forth next to each shareholder's
respective name.

<TABLE>
<CAPTION>

                                    Number of Shares
                                     of Series A
Name                                Preferred Stock                   Signature                   Date
----                                ----------------                  ---------                   ----
<S>                                      <C>                <C>                                   <C>
Thomas Yang                              375,927
                                                           -------------------------------

Enghe Chimood                            323,888
                                                           -------------------------------

Ke-Ou Chao                               298,820
                                                           -------------------------------

Glocom, Inc. (Han Gao)                   357,823
                                                           -------------------------------

Solon Lee                                 72,871
                                                           -------------------------------

Si Tsong Chang                           286,523
                                                           -------------------------------

Wen-Tsung Wu                              71,239
                                                           -------------------------------

Der-Hua Chou                              72,912
                                                           -------------------------------

Goa Telengut                              25,833
                                                           -------------------------------

Pierre Theberge                           25,833
                                                           -------------------------------

Robert G. Clarke                          25,833
                                                           -------------------------------

Vista Capital Corporation                 25,833
                                                           -------------------------------

First Atlantic Equities Ltd.              25,833
                                                           -------------------------------

Mirmar Investments Ltd.                   25,833
                                                           -------------------------------

Christopher Cory                          25,833
                                                           -------------------------------

AFB Holdings Ltd.                         17,153
                                                           -------------------------------

Canadian Energy Funding Inc.               8,680
                                                           -------------------------------
</TABLE>