Vice President-business Development Employment Agreement

February 27, 2000


Jerry "Michau" Yuen 2323 84th Street, 3rd Floor Brooklyn, NY 11214


Dear Michau:


I am pleased to offer to you the position of Executive Vice President-Business Development of a subsidiary (the "Company") of Telecom Wireless Corporation ("TWC") to be formed for the purpose of acquiring the stock or assets of Internet service providers and competitive local exchange carriers and related businesses. If you become employed by TWC or by different subsidiary of the Company, the term "Company" shall refer to that entity. The terms of your employment will be as follows:


1. SERVICES. Your duties and responsibilities will be as assigned to you from time-to-time by the board of directors of the Company or TWC and/or your immediate supervisor. You agree to provide these services to the best of your ability in a prompt, efficient and professional manner. Unless otherwise agreed in writing by the board of directors of TWC, you agree to devote your full time, attention and energies to the business of the Company.


2. BASE SALARY AND BONUSES. Your annual base salary shall be $135,000, subject to normal and customary deductions and withholdings, payable in installments according to the Company's regular payroll schedule. Your job performance will be evaluated by your supervisor and/or the Company's board of directors and reviewed with you annually at about the end of each year and merit raises and/or bonuses may be awarded in the sole discretion of the board of directors of the Company.


3. HIRE DATE. Your hire date shall be February 26, 2000.


4. STOCK OPTIONS AND STOCK BONUS. Subject to applicable legal requirements and the terms of TWC's 1999 Stock Option and Restricted Stock Plan, TWC agrees to grant to you non-qualified options for the purchase of 450,000 shares of TWC's common stock, par value $.001 per share, which will vest and become exercisable in equal installments on each of the first three annual anniversary dates of your hire date by the Company. Additionally, upon commencement of your employment, TWC agrees to grant to you 10,500 shares of its common stock as a signing bonus. Unless registered, the shares of common stock issuable upon exercise of the options and the bonus shares will be restricted under federal and applicable state securities laws and subject to substantial restrictions on transfer. You represent and warrant to TWC that you are a bona fide resident of the state of New York and that you are an accredited investor as that term is defined in Rule 215 under the Securities Act of 1933 as indicated in Exhibit A attached hereto and by this


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reference made a part hereof. TWC agrees to use reasonable efforts to register the bonus shares and the shares underlying your stock options for public sale on Form S-8 at the earliest practicable time.


5. PERFORMANCE BONUS. You shall also be entitled to receive bonuses based on performance upon such terms and in such amounts as shall be defined and determined by the board of directors of the Company based upon the net increase in revenues, profitability and cash flow of businesses acquired by the Company and approved by the mergers and acquisitions committee appointed by the board of directors of TWC.


6. EMPLOYMENT AT WILL. Your employment by the Company pursuant to this letter or otherwise is "at will" and is for no specific period of time. Accordingly, either you or the Company may terminate your employment by the Company for any reason and at any time on not less than ten days written notice. Upon termination of your employment by either of us, the Compa ...