Exhibit 10.1.6

                                   SCHEDULE A
                              TO THE MINUTES OF THE
                              BOARD OF DIRECTORS OF
                              PHONE1GLOBALWIDE INC.
                              DATED MARCH 12, 2002


         1.       Section 11.2 of the Plan is amended in its entirety to read as
                  follows:

                  "11.2 Grants for Non-Employee Directors. The Board shall have
                  the authority to grant Stock Options to each Non-Employee
                  Director, subject to the terms of the Plan, in accordance with
                  the following provisions:

                  (a) Stock Options to purchase up to a maximum of 150,000
                  shares of Common Stock as of the date the Non-Employee
                  Director begins service as a Non-Employee Director; and

                  (b) in addition to Stock Options granted pursuant to (a)
                  above, Stock Options to purchase up to a maximum of 75,000
                  shares of Common Stock in any calendar year, provided the
                  Non-Employee Director has not experienced a Termination of
                  Directorship, other than the year the Non-Employee Director
                  receives a grant of Stock Options pursuant to (a) above.

         2.       Section 11.3(c) of the Plan is amended in its entirety to read
                  as follows:

                  (c) Exercisability. Stock Options granted under Section
                  11.2(a) shall be 50% vested and exercisable on the date such
                  Stock Option is granted and 50% vested and exercisable on the
                  first anniversary of the date of grant (the "Vesting Date").
                  Stock Options granted under Section 11.2(b) shall be vested
                  and exercisable as determined by the Committee.

         3.       Section 11.3(d) of the Plan is amended in its entirety to read
                  as follows:

                  (d) Method of Exercise. Subject to whatever installment
                  exercise and waiting period and vesting provisions apply under
                  subparagraph (c) above, Stock Options may be exercised in
                  whole or in part at any time and from time to time during the
                  Stock Option term by giving written notice of exercise to the
                  Board specifying the number of shares to be purchased. Such
                  notice shall be accompanied by payment in full of the exercise
                  price as follows: (i) in cash or by check, bank draft or money
                  order payable to the order of the Company; (ii) if the Common
                  Stock is traded on a national securities exchange, The Nasdaq
                  Stock Market, Inc. quoted on a national quotation system
                  sponsored by the National Association of Securities Dealers,
                  or on the Over The Counter Bulletin Board, and the Board
                  authorizes, through a "cashless exercise" procedure whereby
                  the Non-Employee Director delivers irrevocable instructions to
                  a broker approved by the Board to deliver promptly to the
                  Company an amount equal to the exercise price; or (iii) on
                  such other terms and conditions as may be acceptable to the
                  Board (including, without limitation, the relinquishment of

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                  Stock Options or by payment in full or in part in the form of
                  Common Stock owned by the Participant for a period of at least
                  six months or such other period necessary to avoid a charge,
                  for accounting purposes, against the Company's earnings as
                  reported in the Company's financial statements (and for which
                  the Participant has good title free and clear of any liens and
                  encumbrances) based on the Fair Market Value of the Common
                  Stock on the payment date as determined by the Board). No
                  shares of Common Stock shall be issued until payment therefor,
                  as provided herein, has been made or provided for.