Ascendant Solutions Inc – ‘PRE 14A’ for 8/9/00

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Preliminary Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               75    398K 

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SCHEDULE 14A INFORMATION                

Proxy Statement Pursuant to Section 14(a)               
of the Securities Exchange Act of 1934, as amended                
(Amendment No. __)                

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                 
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.                  
240.14a-12                                                          

ASD SYSTEMS, INC.                                                               
(Name of Registrant as Specified In Its Charter)                                

(Name of Person(s) Filing Proxy Statement, if other than the                    
Registrant)                                                                     

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11.                                                             

(1)  Title of each class of securities to which transaction                     
applies:                                                    

(2)  Aggregate number of securities to which transaction applies:               

(3)  Per unit price or other underlying value of transaction                    
computed pursuant to Exchange Act Rule 0-11:*               

(4)  Proposed maximum aggregate value of transaction:                           

(5) Total fee paid:                                                             

*Set forth amount on which the filing is calculated and state                   
how it was determined.                                                          

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by                  
Exchange Act Rule 0-11(a)(2) and identify the filing for              
which the offsetting fee was paid previously.  Identify the           
previous filing by registration statement number, or the              
Form or Schedule and the date of its filing.                          

(1)  Amount Previously Paid:                                                    

(2)  Form, Schedule or Registration Statement No.:                              

(3)  Filing Party:                                                              

(4)  Date Filed:                                                                

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              YOUR VOTE IS IMPORTANT

ASD SYSTEMS, INC.               

Notice of Special Meeting of Shareholders               
and               
Proxy Statement               

[ASCENDANT SOLUTIONS LOGO]                                                      

             SPECIAL MEETING OF SHAREHOLDERS
               TO BE HELD _________ __, 2000

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[ASCENDANT SOLUTIONS LOGO]                                                      
                                 ASD Systems, Inc.
                         d/b/a Ascendant Solutions
                     3737 Grader Street, Suite 110
                             Garland, Texas  75041
                                      214.348.7200

August ___, 2000                                                                

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS               
To Be Held ____________, 2000               

ASD Systems, Inc. will hold a Special Meeting of Shareholders at                
___________________________________________, ________ , Texas                   
______ on __________, ____________, 2000 at 10:00 a.m.                          

We are holding this meeting:                                                    

*  To approve the merger of the company into a wholly-owned                 
subsidiary organized under the laws of the State of Delaware to       
effect the change of the company's state of incorporation from        
Texas to Delaware. Upon consummation of the merger, we will           
continue our operations as a Delaware corporation under the name      
"Ascendant Solutions, Inc."                                           

*  To approve a proposal to amend our 1999 Long-Term Incentive Plan         
to increase the maximum number of shares underlying stock options     
that can be granted to an eligible participant in any one year        
(from 50,000 to 450,000 shares).                                      

*  To ratify the grant of stock options to certain senior executive         
officers of the company exercisable for a total of 1,425,000          
shares of common stock.                                               

Your board of directors recommends that you vote in favor of the                
three proposals outlined in this proxy statement.                               

Your board of directors has selected August ___, 2000, as the                   
record date for determining shareholders entitled to vote at the                
meeting.  A list of shareholders on that date will be available                 
for inspection at ASD Systems, 3737 Grader Street, Suite 110,                   
Garland, Texas, 75041 for at least ten days before the meeting.                 

This notice of special meeting, proxy statement and proxy are                   
being distributed on or about August ___, 2000.                                 

By Order of the Board of Directors,                                             

James H. McAlister                                                              
Corporate Secretary                                                             

YOUR VOTE IS IMPORTANT.                           
PLEASE REMEMBER TO PROMPTLY                       
RETURN YOUR PROXY CARD.                           

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TABLE OF CONTENTS               

QUESTIONS AND ANSWERS.......................................... 1               

CAUTIONARY STATEMENTS.......................................... 3               

STOCK OWNERSHIP................................................ 4               
Beneficial Ownership of Certain Shareholders, Directors and                   
Executive Officers...........................................4            

EXECUTIVE COMPENSATION..........................................5               
Executive Compensation.........................................5              
Long-Term Incentive Plan...................................... 7              
401(k) Plan................................................... 7              
Employment Contracts and Change-in-Control Arrangements....... 8              
Compensation of Directors..................................... 8              
Compensation Committee Interlocks and Insider Participation... 8              

BOARD REPORT ON EXECUTIVE COMPENSATION......................... 9               
Compensation Policy........................................... 9              
1999 Company Performance...................................... 9              
1999 Executive Compensation................................... 9              
1999 Chief Executive Compensation.............................10              
Company Policy on Qualifying Compensation.....................10              

PERFORMANCE GRAPH..............................................11               

ITEM 1.  REINCORPORATION OF ASD SYSTEMS, INC. FROM TEXAS TO                     
DELAWARE.............................................12     
General.......................................................12              
Principal Features of the Reincorporation.....................12              
Name Change...................................................13              
Trading Symbol................................................13              
Principal Reasons for the Reincorporation.....................13              
Possible Disadvantages of Reincorporation.....................14              
Amendment, Deferral or Termination of the Reincorporation                     
Merger Agreement............................................14            
Federal Income Tax Consequences of the Reincorporation........14              
Exchange of Stock Certificates................................15              
Effect on Long-Term Incentive Plan and Other Employee                         
Benefit Plans.................................................15              
Securities Act Consequences...................................15              

ITEM 2.  AMENDMENT TO 1999 LONG-TERM INCENTIVE PLAN,                            
AS AMENDED............................................16      
General.......................................................16              
Amendment to the Plan.........................................16              
New Plan Benefits............................................ 17              
Material Terms................................................17              
Federal Income Tax Consequences...............................18              

ITEM 3. APPROVAL OF STOCK OPTIONS EXERCISABLE FOR A TOTAL OF                    
1,425,000 SHARES OF COMMON STOCK GRANTED TO CERTAIN           
SENIOR EXECUTIVE OFFICERS OF THE COMPANY..............19      

DEADLINE FOR SHAREHOLDER PROPOSALS.............................20               

EXHIBITS                                                                        

Certificate of Incorporation of Ascendant                                     
Solutions, Inc......................................Exhibit A           
Bylaws of Ascendant Solutions, Inc......................Exhibit B               
Comparison of Texas and Delaware Corporation Law........Exhibit C               
Ascendant Solutions -- 1999 Long-Term Incentive                                 
Plan, as amended.....................................Exhibit D            
Forms of Stock Option Agreements.......................Exhibit E              

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QUESTIONS AND ANSWERS                   

Q1:  When and where is the Special Meeting?                                     

A:   The Special Meeting will take place on __________                          
________, 2000, at 10:00 a.m., local time, at                         
_______________ _______________________________,                      
__________, Texas ______.                                             

Q2:  Who is soliciting my proxy?                                                

A:   We, the board of directors of the company, are sending you                 
this proxy statement. Certain directors, officers and                 
employees of ASD Systems, Inc. also may solicit proxies               
on our behalf by mail, phone, fax or in person.                       

Q3:  Who is paying for this solicitation?                                       

A:   The company will pay for the solicitation of proxies. We                   
will also reimburse banks, brokers, custodians,                       
nominees and fiduciaries for their reasonable charges                 
and expenses in forwarding our proxy materials to the                 
beneficial owners of our common stock.                                

Q4:  What am I voting on?                                                       

A:   Three items:                                                               

*  A proposal to redomesticate the company in Delaware by                   
merging the company into a newly created subsidiary named             
Ascendant Solutions, Inc. The Certificate of Incorporation            
and Bylaws of the new entity, as well as a comparison of              
applicable Texas and Delaware law, are attached to this               
proxy statement as Exhibits A, B and C, respectively.                 

*  A proposal to amend our 1999 Long-Term Incentive Plan to                 
increase the maximum number of shares underlying stock                
options that may be issued to an individual during any one-           
year period from 50,000 to 450,000. The 1999 Long-Term                
Incentive Plan, as proposed to be amended, is attached to             
this proxy statement as Exhibit D.                                    

*  A proposal to ratify the grant of stock options to certain               
senior executive officers of the company exercisable for a            
total of 1,425,000 shares of common stock.  The forms of              
stock option agreements used in connection with these grants          
has been attached to this proxy statement as Exhibit E.               
Shareholders are urged to carefully read this entire                  
proxy statement, together with all of the Exhibits                    
attached hereto, before deciding how to vote on the                   
matters proposed herein.                                              

Q5:  Who can vote?                                                              

A:   Only shareholders who owned common stock at the close of                   
business on August ___, 2000, the record date for the                 
Special Meeting, can vote. If you owned common stock on               
the record date, you have one vote per share for each                 
matter presented at the Special Meeting.                              

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Q6:  How do I vote?                                                             

A:   You may vote your shares either in person or by proxy. To                  
vote by proxy, you should mark, date, sign and mail the               
enclosed proxy in the enclosed prepaid envelope. Giving               
a proxy will not affect your right to vote in person --               
by voting you automatically revoke your proxy. You also               
may revoke your proxy at any time before the voting by                
giving the Secretary of ASD Systems written notice of                 
your revocation or by submitting a later-dated proxy.                 
If you execute, date and return your proxy, but do not                
mark your voting preference, the individuals named as                 
proxies will vote your shares FOR the proposal to                     
redomesticate the company in Delaware, FOR the proposal               
to amend the 1999 Long-Term Incentive Plan and FOR the                
proposal to ratify the grant of stock options to                      
certain senior executive officers of the company.                     

Q7:  Can I vote shares at the meeting that are held by a                        
broker as nominee?                                                    

A:   If you would like to attend the Special Meeting and your                   
shares are held by a broker, bank or other nominee, you               
must bring to the Special Meeting a recent brokerage                  
statement or letter from the nominee confirming the                   
beneficial ownership of the shares of common stock. You               
must also bring a form of personal identification. Most               
importantly, in order to vote your shares at the                      
Special Meeting you must obtain from each nominee a                   
proxy issued in your name.                                            

Q8:  What constitutes a quorum?                                                 

A:   Voting can take place at the Special Meeting only if                       
shareholders owning a majority of the voting power of                 
the common stock (that is a majority of the total                     
number of votes entitled to be cast) are present in                   
person.  On the record date, we had ___________ shares                
of common stock outstanding. Both abstentions and                     
broker non-votes are counted as present for purposes                  
of establishing the quorum necessary for the meeting                  
to proceed. A broker non-vote results from a situation                
in which a broker holding your shares in "street" or                  
"nominee" name indicates to us on a proxy that you                    
have not voted and it lacks discretionary authority to                
vote your shares.                                                     

Q9:  What vote of the shareholders will result in the                           
matters being passed?                                                 

A:   Reincorporation. Approval of the company's merger into a                   
wholly owned subsidiary organized under the laws of                   
the State of Delaware for the purpose of                              
reincorporating the company in Delaware requires the                  
affirmative vote by shareholders holding at least 66-                 
2/3% of the issued and outstanding shares of the                      
company's common stock.  Both abstentions and broker                  
non-votes have the effect of a vote "against" the                     
proposal.                                                             

Amendment to the 1999 Long-Term Incentive Plan. To approve            
this proposal, shareholders holding a majority of the                 
shares represented in person or by proxy at the meeting               
must vote in favor of the proposal.  Abstentions have                 
the same effect as a vote "against" the proposal, while               
broker non-votes have no effect at all.                               

Grant of Stock Options.  To approve the company's proposal            
to ratify the grant to certain senior executive                       
officers of stock options exercisable for a total of                  
1,425,000 shares requires the affirmative vote of                     
shareholders holding a majority of the shares                         
represented in person or by proxy at the meeting.  As                 
with proposal number 2, abstentions have the same                     
effect as a vote "against" the proposal, and broker non-              
votes have no effect at all.                                          

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Q10: How does the board recommend that I vote on the matters                    
proposed?                                                             

A:   The board of directors of the company unanimously                          
recommends that the shareholders vote FOR all of the                  
proposals to be submitted at the upcoming Special                     
Meeting.                                                              

Q11: Will there be other matters proposed at the Special                        
Meeting?                                                              

A.   No. Pursuant to the applicable provisions of Texas law                     
and our bylaws, only business within the purposes                     
described in the notice may be conducted at this                      
Special Meeting.                                                      

Q12: Will I have the right to dissent from the proposal to                      
merge the company into a Delaware subsidiary?                         

A:   No. The dissenters rights provisions of Texas law are                      
inapplicable to the proposed redomestication merger.                  

Q13: Will I be asked to send in my company stock                                
certificate?                                                          

A:   No. It will not be necessary for shareholders of the                       
company to exchange their existing stock certificates                 
for stock certificates of the new Delaware entity.                    
Delivery of the stock certificates currently in your                  
possession will constitute "good delivery" for                        
transactions following the redomestication.                           

Q14. Where can I find more information about the company?                       

A:   We file periodic reports and other information with the                    
Securities and Exchange Commission. You may read and                  
copy this information at the Commission's public                      
reference facilities. Please call the Commission at 1-                
800-SEC-0330 for information about these facilities.                  
This information is also available at the Internet                    
website maintained by the Commission at                               
http:\\www.sec.gov and the offices of The Nasdaq Stock                
Market.                                                               

Q15. Who can help answer my questions?                                          

A:   If you have questions about this proxy statement or the                    
proposals discussed herein, you should contact Paul                   
Streiber, our Director of Investor Relations, at                      
214.348.7200, ext. 298.                                               

CAUTIONARY STATEMENTS       

Certain of the matters discussed in this proxy statement              
contain forward-looking statements which involve known and                      
unknown risks, uncertainties and other factors which may cause                  
the actual results, performance or achievements of the company,                 
or industry results, to be materially different from any future                 
results, performance or achievement expressed or implied by such                
forward-looking statements. The company expressly disclaims any                 
obligation to update this information or publicly release any                   
revision or reflect events or circumstances after the date of                   
this proxy statement. Such factors include, among others:  our                  
ability to achieve or sustain profitable; our limited operating                 
history; the risks associated with the failure of our systems and               
services to achieve widespread market acceptance or meet with                   
specific client needs; significant client concentration; the fact               
that our client contracts are either short-term or terminable                   
with minimal notice; systems risks and uncertainties, including                 
rapid technological change; risks related to the possible                       
inability of our system to connect to and manage a larger number                
of clients; business conditions in the fulfillment industry                     
generally; the impact of market competitors and their service                   
offerings; and such other factors that are more fully described                 
in our Form 10-K for the year ended December 31, 1999. To obtain                
a copy of our Form 10-K, please contact the company's Corporate                 
Secretary at 3737 Grader Street, Suite 110, Garland, Texas, 75041               
or, by telephone, at 214.348.7200.                                              

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STOCK OWNERSHIP               

Beneficial Ownership of Certain Shareholders, Directors and                     
Executive   Officers                                                            

The following table sets forth information with respect to            
the beneficial ownership of our common stock at June 30, 2000,                  
by:                                                                             

* each of our named executive officers (as that term is defined on    
page 5) and directors;                                            

*  all of our executive officers and directors as a group; and          

*  each person, or group of affiliated persons, known to us to own      
beneficially more than 5% of our common stock.                    

In accordance with the rules of the Commission, the table             
gives effect to the shares of common stock that could be issued                 
upon the exercise of outstanding options and common stock                       
purchase warrants within 60 days of June 30, 2000.  Unless                      
otherwise noted in the footnotes to the table, and subject to                   
community property laws where applicable, the following                         
individuals have sole voting and investment control with respect                
to the shares beneficially owned by them. The address of each                   
executive officer and director is c/o ASD Systems, Inc., 3737                   
Grader Street, Suite 110, Garland, Texas, 75041. We have                        
calculated the percentages of shares beneficially owned based on                
21,153,400 shares of common stock outstanding at June 30, 2000.                 

                   Shares beneficially owned
                   -------------------------
Person or group                        Number         Percent                   
----------------------------------   -------------   ---------                  
Named Executive Officers and                                                    
Directors:                                                                      
Norman Charney(1)(8)                     6,000,000     28.4%                    
Paul M. Jennings(2)                        957,500      4.3                     
Jonathan R. Bloch(3)                       810,000      3.7                     
Alan E. Salzman(4)                       4,847,400     22.9                     
Paul G. Sherer(4)                        4,847,400     22.9                     
Kevin P. Yancy(5)                          348,087      1.6                     
David E. Bowe(6)                            70,250      *                       
All executive officers and directors                                            
as a group (10 persons)(7)            12,094,687     55.0                   
Beneficial Owners of 5% or More of                                              
Our Outstanding Common Stock:                                             
ASD Partners, Ltd.(8)                    6,000,000     28.4                     
VantagePoint Venture Partners                                                   
III(Q), L.P.(9)                        3,231,600     15.3                   
VantagePoint Communications                                                     
Partners, L.P.(9)                                                           
________________                         1,615,800      7.6                     
*Less than one percent (1%).                                                    
(1)  Represents shares of common stock held by ASD Partners, Ltd.,              
a Texas limited partnership.                                          
(2)  Represents options to purchase 957,500 shares of common stock              
at an exercise price of $1.00 per share.                              
(3)  Includes (1) 800,000 shares of common stock acquirable upon                
exercise of warrants held by CKM Software Partners at the             
following exercise prices:  400,000 shares of common stock            
exercisable for $1.00 per share; 240,000 shares of common             
stock exercisable for $2.00 per share; and 160,000 shares of          
common stock exercisable for $3.00 per share and (2) options          
to purchase an additional 10,000 shares of common stock at            
an exercise price of $1.00 per share.  CKM Software Partners          
is a California general partnership held by Jonathan Bloch            
and Larry Barels.  The address of each of these persons and           
entities is 11150 Santa Monica Blvd., Suite 800, Los                  
Angeles, California, 90025.                                           
(4)  Represents 3,231,600 shares held by VantagePoint Venture                   
Partners III(Q), L.P. and 1,615,800 shares held by                    
VantagePoint Communications Partners, L.P. Mr. Salzman is             
the managing member of the general partner of each of these           
funds and Mr. Sherer is a partner of these funds.                     
Messrs. Salzman and Sherer each disclaim beneficial                   
ownership of the shares held by the VantagePoint funds other          
than those in which he may own a pecuniary interest.                  
(5)  Includes net options to purchase 263,087 shares of common                  
stock from third parties and options to purchase an                   
additional 10,000 shares of common stock from the company at          
an exercise price of $1.00 per share.                                 
(6)  Includes 10,000 shares of common stock acquirable upon                     
exercise of stock options granted by the company at an                
exercise price of $1.00 per share.                                    

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(7)  Includes the shares of common stock acquirable upon exercise               
of the stock options and warrants discussed in notes 3, 5             
and 6 as well as 2,000 shares of common stock acquirable              
upon exercise of stock options granted by the company to              
other executive officers not separately listed.  Does not             
include shares held or acquirable by Mr. Jennings above               
because Mr. Jennings was not an executive officer or                  
director at June 30, 2000.                                            
(8)  The general partner of ASD Partners, Ltd. is ASD Partners GP,              
Inc. Mr. Charney is the sole shareholder and President of             
ASD Partners GP, Inc. The address of ASD Partners, Ltd. and           
ASD Partners GP, Inc. is c/o ASD Systems, Inc., 3737 Grader           
Street, Suite 110, Garland, Texas, 75041.                             
(9)  The general partner of VantagePoint Venture Partners III(Q),               
L.P. is VantagePoint Venture Associates III, L.L.C. The               
general partner of VantagePoint Communications Partners,              
L.P. is VantagePoint Communications Associates, L.L.C.                
Mr. Salzman is a managing member of the general partner of            
each of the VantagePoint funds. The address for the                   
VantagePoint funds is c/o VantagePoint Venture Partners,              
1001 Bayhill Drive, Suite 100, San Bruno, California, 94066.          

EXECUTIVE COMPENSATION                

Executive Compensation                                                          

Summary compensation - Executives as of December 31, 1999.            
The following table provides summary information concerning                     
compensation paid by us to our named executive officers at                      
December 31, 1999, which were our Chief Executive Officer and our               
Chief Technology Officer. These were our only executive officers                
who earned more than $100,000 in salary and bonus for all                       
services rendered in all capacities during the fiscal year ended                
December 31, 1999. We refer to these officers as our named                      
executive officers in other parts of this proxy statement.                      

                   Long-term
                    compensation
                    awards
                    ------------
Annual          
                Compensation    Securities   All other
Name and Principal           -------------   underlying    compen-              
Position(s)           Year      Salary      options (#)     sation              
         ----  --------------  ------------  ---------
Norman Charney        1999      $250,000             0     $1,600               
Former Chief         1998       247,500             0        625              
Executive Officer                                                             
Paul M. Jennings      1999      $165,200       957,500          0               
Former Chief                                                                  
Technology Officer   1998       153,125             0          0              

"All other compensation" consists of matching 401(k)                  
contributions made by ASD Systems on behalf of the named                        
executive officers. In accordance with the rules of the                         
Commission, other compensation in the form of perquisites and                   
other personal benefits has been omitted for the named executive                
officers because the aggregate amount of these perquisites and                  
other personal benefits was less than the lesser of $50,000 or                  
10% of the total of annual salary and bonuses for each of the                   
named executive officers in 1999.                                               

Mr. Charney resigned as our Chief Executive Officer                   
effective June 9, 2000 (although he retains the titles of Founder               
and Chairman Emeritus). Mr. Jennings resigned as our Chief                      
Technology Officer, together with all other positions of                        
authority with the company, effective May 31, 2000. See                         
"Employment Contracts and Change-In-Control Arrangements."                      

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Summary compensation - Recently retained executives.  We              
have recently retained four senior executive officers whose                     
compensation has not been included in the previous chart in                     
accordance with applicable Commission rules. Compensation paid or               
payable to these senior executive officers over the course of                   
2000 can be summarized as follows:                                              

                                   Long-term
                                  compensation
                                  awards
                                   ---------------

Name, Principal          2000     Potential    Securities             
Position(s) and Start    Annualized    Cash       underlying                
Date               Salary    Bonus(1)    options(#)(2)      
-------------------------  ----------  ---------  --------------                
David E. Bowe                $200,000  $100,000     450,000(3)                  
Chief Executive                                                       
Officer (June 2000),                                                  
President (March                                                      
2000) and Chief                                                       
Financial Officer                                                     
(September 1999)                                                      
Gregg L. Young (January       160,000    50,000     300,000                     
2000)                                                                   
Chief Information                                                       
Officer                                                                 
Ted I. Bilke (December        150,000    50,000     275,000                     
1999)                                                                   
Chief Operating Officer                                                 
Rick Troberman (May 2000)     200,000   125,000     450,000                     
Executive Vice                                                          
President - Sales and                                                           
Marketing                                                               
_______________________                                                         
(1)  Senior executive officers are eligible to receive additional               
cash and/or stock bonuses during 2000 at the discretion of            
the board. In the case of Mr. Troberman, one half of the              
potential cash bonus is guaranteed to be paid during 2000             
and the other one half is subject to certain performance              
vesting criteria imposed by the board of directors. In the            
case of Messrs. Bowe, Young and Bilke, the board has not              
presently decided upon the performance vesting criteria to            
be applied to the bonuses indicated.                                  
(2)  Represents the number of shares of common stock underlying                 
stock options granted as of June 30, 2000.  Except as                 
expressly noted, (1) the stock options were granted under             
the terms of our Long-Term Incentive Plan at an exercise              
price equal to the fair market value of the shares                    
underlying the stock option on the date of grant, (2) the             
options vest as to 25% of the underlying number of shares on          
the first anniversary of the grant date and 2% per month              
thereafter until fully vested and (3) the options remain              
exercisable for 10 years.                                             
(3)  Stock options exercisable for 10,000 shares were fully vested              
as of June 30, 2000, and stock options exercisable for                
40,000 shares vest 20% per year on the first five                     
anniversaries of the grant date.                                      

Stock options granted during the year ended December 31,              
1999.  The following table provides information regarding the                   
grant of stock options during fiscal 1999 to the named executive                
officers:                                                                       
     
                                                        [Enlarge/Download Table]
                                                                                       

                                  Individual Grants                                         
                     -------------------------------------------- Potential realizable value
                                 % of total                             at assumed          
                    Number of    options                           annual rates of stock    
                    securities   granted to                        price appreciation       
                    underlying   employees    Exercise             for option term (1)      
                    options      in fiscal    price per  Expiration------------------------ 
Name                gramted         year       share      date       5% ($)     10%($)      
------------------- -----------  ----------  ---------  ----------  --------  ------------- 
                                                                                            
Norman Charney.....      0           --         --          --         --           --      
Paul M. Jennings...  957,500(2)     52.1%      $1.00     2/10/04    $264,762    $585,634    


(1)  Amounts represent hypothetical gains that could be achieved                
for the respective options if exercised at the end of the             
option term.  These gains are based on assumed rates of               
stock price appreciation of 5% and 10% compounded annually            
from the date the respective options were granted to their            
expiration date.  The gains shown are net of the option               
exercise price, but do not include deductions for taxes or            
other expenses associated with the exercise of the option or          
the sale of the underlying shares.  The actual gains, if              
any, on the exercise of the stock options will depend on the          
future performance of the common stock, and the date on               
which the options are exercised.                                      

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(2)  Represents non-qualified stock option granted to Mr. Jennings              
on February 10, 1999, outside of our 1999 Long-Term                   
Incentive Plan.  The option terminates February 10, 2004.             
The option was fully vested upon the grant date. The                  
exercise price of the option was determined to be equal to            
or greater than the deemed fair market value per share of             
the common stock on the grant date.                                   

Year-end option values.  Neither of the named executive               
officers exercised any stock options during the year ended                      
December 31, 1999. The following table provides information                     
regarding the number of shares covered by both exercisable and                  
unexercisable stock options as of December 31, 1999, and the                    
values of "in-the-money" options, which values represent the                    
positive spread between the exercise price of any such option                   
and the fiscal year-end value of our common stock.                              

                                                        [Enlarge/Download Table]

                    Number of securities underlying   Value of the unexercised in-the-money
                     unexercised options at fiscal         options at fiscal year-end      
                               year-end                                                    
                    ------------------------------    ------------------------------------ 
Name                Exercisable      Unexercisable       Exercisable        Unexercisable  
-----------------  --------------  -----------------  ------------------   --------------- 
                                                                                           
Norman Charney...        0                 0                  --                 --        
Paul M. Jennings..    957,500              0             $16,038,125             --        


Long-Term Incentive Plan                                                        

Our 1999 Long-Term Incentive Plan, approved by the board of           
directors on May 12, 1999, and subsequently amended, currently                  
provides for the issuance to qualified participants of up to                    
2,500,000 shares of our common stock pursuant to the grant of                   
stock options. The purpose of our Long-Term Incentive Plan is to                
promote our interests and the interests of our shareholders by                  
using investment interests in ASD Systems to attract, retain and                
motivate eligible persons, to encourage and reward their                        
contributions to the performance of ASD Systems and to align                    
their interests with the interests of our shareholders. As of                   
June 30, 2000, unexercised options to purchase 2,163,000 shares                 
of common stock had been awarded to current employees, having a                 
weighted average exercise price of $3.15 per share, under the                   
Long-Term Incentive Plan. Of these, options to purchase 423,500                 
shares of common stock have been awarded to current employees and               
are intended to qualify as Incentive Stock Options, or ISO's,                   
under Section 422 of the Internal Revenue Code. The remaining                   
options to purchase 1,739,500 shares of common stock are                        
nonqualified stock options, or NQSO's. As of June 30, 2000,                     
options exercisable for 56,000 shares had been exercised and                    
options exercisable for an additional 84,000 shares had vested                  
under the terms of the Long-Term Incentive Plan and the                         
applicable option agreements.                                                   

401(k) Plan                                                                     

Our employees are eligible to participate in the ASD Systems          
401(k) plan adopted by us in October of 1998. Pursuant to the                   
401(k) plan, employees may elect to reduce their current                        
compensation by up to the lesser of 20% of eligible compensation                
or the statutorily prescribed annual limit and contribute this                  
amount to the 401(k) plan. For the year ended December 31, 1999,                
the statutorily prescribed annual limit was $10,000. The trustee                
under the 401(k) plan, at the direction of each participant,                    
invests the assets of the 401(k) plan in up to 20 different                     
investment funds. The 401(k) plan is intended to qualify under                  
Section 401(a) of the Internal Revenue Code so that contributions               
by employees to the 401(k) plan, and income earned on plan                      
contributions, are not taxable to employees until withdrawn, and                
so that the contributions by employees will be deductible by us                 
when made. We will make matching contributions to the 401(k) plan               
in an amount equal to 25% of the first 4% of an employee's pretax               
contributions. An employee becomes eligible for the matching                    
contribution only if he or she makes a pretax contribution.                     
Additionally, we may make annual discretionary profit sharing                   
contributions in amounts to be                                                  

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determined annually by our board of directors. We elected                       
not to make a discretionary profit sharing contribution in 1999.                

Employment Contracts and Change-in-Control Arrangements                         

Norm Charney.  On December 14, 1998, we entered into an               
employment agreement with Norman Charney to serve as our Chief                  
Executive Officer and President. Effective June 9, 2000,                        
Mr. Charney resigned as our Chief Executive Officer and Mr. Bowe                
was elected to this position.  Mr. Charney currently retains the                
titles of Founder and Chairman Emeritus. The agreement with                     
Mr. Charney is effective through December 31, 2001, and will                    
automatically renew for successive one-year periods unless either               
Mr. Charney or we give written notice of termination at least 30                
days prior to the expiration date of the agreement.  Under the                  
agreement, Mr. Charney receives a base salary of $250,000 per                   
year plus an automatic annual increase of $10,000 effective each                
December 14. We are currently negotiating an amendment to                       
Mr. Charney's employment agreement.                                             

Pursuant to the agreement, Mr. Charney may be terminated by           
us at any time for cause.  "Cause" generally is defined in the                  
agreement to include (1) the gross negligence or willful                        
misconduct by Mr. Charney in the performance of his services,                   
(2) the failure by Mr. Charney to perform his duties as assigned                
to him by the board of directors, (3) any violation by                          
Mr. Charney of the confidentiality or non-interference provisions               
of the agreement and (4) Mr. Charney's mental or physical                       
incapacitation to such an extent that he is unable to perform his               
duties for an extended period of time.                                          

Rick Troberman.  On April 28, 2000, we entered into an                
employment agreement with Rick Troberman, our Executive Vice                    
President-Sales and Marketing.  The agreement is effective                      
through April 30, 2004, unless terminated earlier pursuant to the               
terms of the agreement.  Under the agreement, Mr. Troberman is                  
entitled to a base salary of $200,000 per year.                                 

The agreement with Mr. Troberman may be terminated by us at           
any time for "cause."  However, if the executive's employment                   
with the company is terminated by the company without cause or by               
the executive for "good reason" (as such term is defined in the                 
employment agreement, including, upon a change of control) then,                
the company is obligated to pay Mr. Troberman an amount equal to                
18 months of his salary, whereupon the executive is entitled only               
to base salary and any bonuses earned or accrued through the                    
termination date.  This amount decreases to 12 months of salary                 
on or after October 29, 2000.  In addition, Mr. Troberman shall                 
be permitted to fully exercise all stock options then held by                   
him, whether or not then vested.                                                

The board of directors has also established a bonus plan              
arrangement for its senior executive officers. Under this plan,                 
executive officers will receive predetermined cash bonuses upon                 
the attainment of specified performance vesting thresholds. See                 
"Summary compensation - Recently retained executives" on page 6                 
of this proxy statement for further information concerning cash                 
bonuses potentially payable to the senior executive officers.                   
Executive officers are also eligible to receive additional                      
bonuses at the discretion of the board of directors.                            

Separation with Paul Jennings.  On May 30, 2000, we entered           
into a separation agreement with Paul Jennings, our former Chief                
Technology Officer. As part of this agreement, we received                      
certain customary releases, non-competition covenants and other                 
agreements from Mr. Jennings, including the agreement to provide                
certain consulting services to us during the first year after his               
separation. The agreement provides for aggregate cash payments to               
Mr. Jennings of $276,040.                                                       

Compensation of Directors                                                       

We do not provide cash compensation to our directors but do           
reimburse for reasonable expenses incurred in traveling to and                  
from board and committee meetings.  Our directors are eligible to               
receive stock option grants under our 1999 Long-Term Incentive                  
Plan.                                                                           

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Compensation Committee Interlocks and Insider Participation                     

Prior to August 25, 1999, we did not have a compensation              
committee or other committee of the board of directors performing               
similar functions. Commencing with calendar year 2000, decisions                
concerning compensation of executive officers are made by our                   
Compensation Committee. Currently, the Compensation Committee                   
consists of Messrs. Salzman and Bloch.                                          

BOARD REPORT ON EXECUTIVE COMPENSATION                

Compensation Policy                                                             

We did not have a Compensation Committee during most of               
1999. Accordingly, compensation decisions for the executive                     
officers of ASD Systems, Inc. (other than Norm Charney) for                     
compensation  paid during the year ended December 31, 1999, were                
generally made by Mr. Charney in consultation with other members                
of the board of directors.  Mr. Charney's compensation was set by               
the whole board.  The Compensation Committee began recommending                 
annual salaries for senior management with fiscal year 2000.                    

As a board, our goal is to attract, retain and reward a               
highly competent and productive employee group.  To do so, we                   
have determined that it is in the  best interests of ASD Systems                
to provide a total compensation package that competes favorably                 
with those offered within the Internet service and fulfillment                  
provider industry, general industry and geographic areas in which               
we operate.  Our current compensation package includes a mix of                 
base salary and long-term incentive opportunities and other                     
employee benefits.  Changes in compensation are based on the                    
individual's performance, ASD Systems' financial performance and                
the competitive marketplace. We consider the median level of the                
market as competitive.                                                          

Base Salary.  The base salary provides for compensation at            
competitive levels.  Increases in executive base salary are                     
awarded for individual performance based on the executive's                     
performance. We do not utilize any formal mathematical formulae                 
or objective thresholds in determining base salary adjustments.                 
We believe that specific formulae restrict flexibility and are                  
too rigid at this stage of our development. We also believe that                
in order for ASD Systems to succeed, we must attract and retain                 
qualified executives who can not only perform satisfactorily on                 
an individual basis but who can also retain and manage a quality                
staff of other executive officers and/or key employees. Thus, in                
addition to applying the criteria generally applicable to all                   
executive officers, in determining the compensation of the Chief                
Executive Officer, we may also be influenced by the overall                     
performance of the other executives and key employees.                          

Long-Term Incentive Plan.  The purpose of the Long Term-              
Incentive Plan is to promote our interests and the interests of                 
our shareholders by using common stock to attract, retain and                   
motivate eligible persons, to encourage and reward their                        
contributions to the performance of ASD Systems and to align                    
their interests with the interests of our shareholders. Our                     
directors, officers, employees, consultants and advisors are                    
eligible to receive grants under this plan.  With respect to all                
of our employees other than directors and executive officers, the               
Long-Term Incentive Plan Committee (consisting of Messrs. Charney               
and Yancy) has the authority to administer the plan, including                  
the discretion to determine which eligible persons will be                      
granted stock options, the number of shares subject to options,                 
the period of exercise of each option and the terms and                         
conditions of such options. A separate subcommittee of the board                
of directors consisting solely of outside board members                         
administers the plan for directors and executive officers.                      

1999 Company Performance                                                        

In 1999, our diluted net loss per common share was $1.39,             
compared to a 1998 diluted net loss per share of $0.43.   Net                   
revenues grew to $12,313,038 in 1999, compared to $8,020,021 in                 
1998.  Operating loss for 1999 was $8,904,794, compared to a 1998               
operating loss of $2,373,050. Accordingly, although we                          
demonstrated a notable increase in revenues, our operating loss                 
was such that discretionary increases in base salaries and                      
bonuses were deemed to be inappropriate.                                        

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1999 Executive Compensation                                                     

The base salary of Mr. Paul Jennings increased in 1999,               
pursuant to the terms of his employment agreement.  The timing                  
and the amount of the increase were functions of the contractual                
provisions of the employment agreement and required no                          
discretionary action on the part of the board.  No bonus was                    
awarded to executives in 1999 nor were stock options issued to                  
any of them under the Long-Term Incentive Plan.  However, Mr.                   
Jennings was awarded a stock option exercisable for 957,500                     
shares of our common stock in connection with his role in                       
transitioning the company's solution to service the needs of                    
Internet retailers. This award, which was approved by the entire                
board of directors, terminates upon the earlier of 180 days                     
following the cessation of Mr. Jennings' employment as a result                 
of death or the expiration date, whichever occurs earlier. The                  
option maintains an exercise price of $1.00 per share and was                   
fully vested on the date of grant.                                              

1999 Chief Executive Compensation                                               

The compensation of Norman Charney consisted of base salary           
pursuant to the terms of Mr. Charney's employment agreement. The                
terms of the employment agreement were determined by the board of               
directors based on base salary of similarly sized companies                     
within the Internet service and fulfillment provider industry.                  
Mr. Charney's salary was not increased in 1999. No bonus was                    
awarded to Mr. Charney in 1999 nor were stock options issued to                 
him under the Long-Term Incentive Plan.                                         

Company Policy on Qualifying Compensation                                       

The board has reviewed the applicability of Section 162(m)            
of the Internal Revenue Code, which disallows a tax deduction for               
compensation to an executive officer in excess of $1.0 million                  
per year.  The board does not anticipate that compensation                      
subject to this threshold will be paid to any executive officer                 
in the foreseeable future.  The board intends to periodically                   
review the potential consequences of Section 162(m) and may in                  
the future structure the performance-based portion of its                       
executive officer compensation to comply with certain exemptions                
provided in Section 162(m).                                                     

     Board of Directors*
     Norman Charney        Alan E. Salzman
    Jonathan R. Bloch     Paul G. Sherer
    Paul M. Jennings      Kevin P. Yancy

____________                                                                    
*     As of December 31, 1999.                                                  

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PERFORMANCE GRAPH               

The following performance graph compares the performance of           
the ASD Systems common stock to the Nasdaq Market Index and an                  
industry peer group, selected in good faith, for the period from                
November 11, 1999, the first day of trading for our shares,                     
through December 31, 1999. The graph assumes that the value of                  
the investment in our common stock and each index was $100.00 at                
November 11, 1999, and that all dividends were reinvested.  We                  
have not paid any dividends.  Performance data is provided for                  
the last trading day closest to each calendar year end.                         

Comparison of Cumulative Total Returns          

[PICTURE OF PERFORMANCE GRAPH]                

November 11  December 31                  
Company             1999          1999                                          
---------------    --------     -----------                                     
ASD Systems, Inc.    $100           $200                                        
Peer Group (1)       $100           $162                                        
Nasdaq Market        $100           $137                                        
Index                                                                           

________________                                                                
(1)  The peer group selected by us for this comparison (Media                   
General Industry Group 852) consists of 135 Internet                  
software and services companies.                                      

Our stock closed at $_______ per share on The Nasdaq Stock            
Market's National Market on August ___, 2000, the last trading                  
day prior to the printing of this proxy statement.                              

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ITEM 1.               
REINCORPORATION OF ASD SYSTEMS, INC.                
FROM TEXAS TO DELAWARE                

General                                                                         

Your board of directors has approved and recommends that the          
shareholders approve the proposed merger of the company into a                  
wholly owned subsidiary incorporated under the laws of the State                
of Delaware for the purpose of changing our state of                            
incorporation from the State of Texas to the State of Delaware.                 
We believe that the redomestication will result in significant                  
advantages as more fully described below. As part of the                        
redomestication merger, we intend to change our corporate name to               
"Ascendant Solutions, Inc." Prior to the merger, Ascendant                      
Solutions will not have any operating history, assets or                        
liabilities. In this discussion, the terms "company" or "ASD                    
Systems" refer to the existing Texas corporation and the term                   
"Ascendant Solutions" refers to the new Delaware corporation                    
which is the proposed successor to ASD Systems.                                 

The following discussion summarizes certain aspects of our            
proposed redomestication into the State of Delaware. This summary               
is not intended to be complete and is subject to, and qualified                 
in its entirety by, reference to the following:                                 

*  the Certificate of Incorporation of Ascendant Solutions,           
a copy of which is attached as Exhibit A to this Proxy          
Statement;                                                      

*  the Bylaws of Ascendant Solutions, a copy of which is              
attached as Exhibit B to this Proxy Statement; and              

*  the "Comparison of Texas and Delaware Corporation Law"             
attached as Exhibit C to this Proxy Statement.                  

Copies of our current Articles of Incorporation and Bylaws            
are available for inspection at our principal executive offices                 
and copies will be sent to shareholders, without charge, upon                   
oral or written request directed to ASD Systems, Inc., 3737                     
Grader Street, Suite 110, Garland, Texas, 75041, Attention:                     
Corporate Secretary, 214.348.7200.                                              

Principal Features of the Reincorporation                                       

The reincorporation will be effected by the merger of ASD             
Systems with and into Ascendant Solutions, which has been                       
incorporated under the Delaware General Corporation Law ("DGCL")                
for purposes of the merger. Ascendant Solutions will be the                     
surviving corporation in the merger. The separate existence of                  
ASD Systems will cease to exist as a result of the merger.                      

Upon completion of the merger, each outstanding share of              
common stock of ASD Systems will be converted into one share of                 
common stock of Ascendant Solutions. As a result, the existing                  
shareholders of ASD Systems will automatically become                           
shareholders of Ascendant Solutions. ASD Systems stock                          
certificates will be deemed to represent the same number of                     
Ascendant Solutions shares as were represented by such ASD                      
Systems stock certificates prior to the merger.  See " - Exchange               
of Stock Certificates."                                                         

Our redomestication in Delaware will not result in any                
change to the daily business operations of the company or the                   
present location of the principal executive offices or company-                 
owned call center or fulfillment center in Garland, Texas.  The                 
financial condition and results of operations of Ascendant                      
Solutions immediately after the consummation of this transaction                
will be identical to that of ASD Systems immediately prior to the               
consummation of the reincorporation. In addition, at the                        
effective time of the merger, the board of directors of                         

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Ascendant Solutions will consist of those persons who were                      
directors of ASD Systems immediately prior to the merger; namely,               
Kevin P. Yancy (Chairman of the Board), Jonathan R. Bloch, David                
E. Bowe, Norm Charney, Alan E. Salzman and Paul G. Sherer. In                   
addition, the individuals serving as executive officers of ASD                  
Systems immediately prior to the merger will serve as executive                 
officers of Ascendant Solutions upon the completion of the                      
merger.                                                                         

Name Change                                                                     

As part of our redomestication in Delaware, we have elected           
to change our name to Ascendant Solutions, Inc.  We began using                 
the name Ascendant Solutions as a trade name for the company on                 
May 12, 2000.  The board of directors believes, and marketing                   
consultants have confirmed, that changing our formal corporate                  
name will further help create a corporate identity and brand that               
is tied to the new business model revealed by management at the                 
company's 2000 Annual Meeting of Shareholders. Specifically, the                
new name more clearly reflects our vision for the future of the                 
company as a progressive customer relationship manager and order                
management and fulfillment solutions provider for Internet                      
retailers, catalogers and others.  We believe that the continued                
use of our trade name without modification of our corporate name                
will create unnecessary confusion among clients and dilute the                  
effectiveness of our marketing efforts.  We further believe that                
the negative effects of a name change (i.e., the costs to change                
the corporate logo, marketing materials and corporate signage)                  
are largely inapplicable in this situation in light of the fact                 
that the company has already incurred a majority of these costs                 
in connection with its decision to begin doing business under a                 
trade name.                                                                     

Trading Symbol                                                                  

We do not anticipate changing our common stock trading                
symbol as part of the redomestication.  Accordingly, our shares                 
are expected to continue to trade on The Nasdaq Stock Market's                  
National Market under the symbol "ASDS."                                        

Principal Reasons for the Reincorporation                                       

As the company plans for the future, the board of directors           
and management believe that it is essential to be able to draw                  
upon well established principles of corporate governance in                     
making legal and business decisions. The prominence and                         
predictability of Delaware corporate law provide a reliable                     
foundation on which our governance decisions can be based. We                   
believe that the shareholders will benefit from the                             
responsiveness of Delaware corporate law to their needs and to                  
those of the corporation they own.                                              

For many years, the State of Delaware has followed a policy           
of encouraging incorporation in that state and, in furtherance of               
that policy, has adopted comprehensive, modern and flexible                     
corporate laws which are periodically updated and revised to meet               
changing business needs. As a result, many corporations have been               
initially incorporated in Delaware or have subsequently                         
reincorporated in Delaware in a manner similar to that proposed                 
by us.  Because of Delaware's prominence as a state of                          
incorporation for many corporations, the Delaware courts have                   
developed considerable expertise in dealing with corporate issues               
and a substantial body of case law has developed construing the                 
DGCL and establishing public policies with respect to                           
corporations incorporated in Delaware. Consequently, the DGCL is                
comparatively well known and understood. It is anticipated that,                
as in the past, the DGCL will continue to be interpreted and                    
explained in a number of significant court decisions.  We believe               
that reincorporation in Delaware should provide greater                         
predictability with respect to our corporate affairs.                           

In addition, the Delaware Secretary of State is particularly          
flexible, expert and responsive in its administration of the                    
filings required for mergers, acquisitions and other corporate                  
transactions. Delaware has become a preferred domicile for most                 
major corporations in the United States and Delaware law and                    
administrative practices have become comparatively well-known and               
widely understood. As a result of these factors, it is                          
anticipated that Delaware law will provide greater efficiency,                  
predictability and flexibility in our legal affairs than                        
presently available under Texas law.                                            

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We believe that the proposed reincorporation under Delaware           
law will enhance our ability to attract and retain qualified                    
directors and officers as well as encourage directors and                       
officers to continue to make independent decisions in good faith                
on behalf of the company. The law of Delaware offers greater                    
certainty and stability from the perspective of those who serve                 
as corporate officers and directors. To date, we have not                       
experienced difficulty in retaining directors or officers.                      
However, as a result of the significant potential liability and                 
lack of compensation associated with service as a director, we                  
believe that the better understood, and comparatively more                      
stable, corporate environment afforded by Delaware will enable us               
to compete more effectively with other public companies, most of                
which are incorporated in Delaware, in the recruitment of                       
talented and experienced directors and officers. The parameters                 
of director and officer liability are more extensively addressed                
in Delaware court decisions and therefore are better defined and                
better understood than under Texas law.                                         

We believe that Delaware law strikes an appropriate balance           
with respect to personal liability of directors and officers, and               
that the proposed reincorporation under Delaware law will enhance               
our ability to recruit and retain directors and officers in the                 
future, while providing appropriate protection for shareholders                 
from possible abuses by directors and officers. Delaware law                    
permits a corporation to eliminate or limit the personal                        
liability of its directors to the corporation or any of its                     
shareholders for monetary damages for breach of fiduciary duty as               
a director of the corporation; however, directors' personal                     
liability is not, and can not be, eliminated under Delaware law                 
for intentional misconduct, bad faith conduct or any transaction                
from which the director derives an improper personal benefit, or                
for violations of federal laws such as federal securities laws.                 

We have not viewed the increased protections permitted under          
the DGCL as a reason for recommending the reincorporation.                      
Shareholders should note, however, that since members of the                    
board of directors will receive the benefit of expanded                         
indemnification provisions and limitations on liability, the                    
board of directors may be viewed as having a personal interest in               
the approval of the reincorporation at the potential expense of                 
shareholders.                                                                   

Possible Disadvantages of Reincorporation                                       

The DGCL has been publicly criticized on the grounds that it          
does not afford minority shareholders all the same substantive                  
rights and protections that are available under the laws of a                   
number of other states (including Texas). For information                       
regarding those and other material differences between the Texas                
Business Corporation Act (the "TBCA") and the DGCL, see Exhibit C               
attached to this Proxy Statement. We believe that the advantages                
of the reincorporation to the company and its shareholders                      
outweigh its possible disadvantages.                                            

SHAREHOLDERS ARE STRONGLY URGED TO READ THE SUMMARY OF CERTAIN                  
SIGNIFICANT DIFFERENCES IN THE PROVISIONS OF THE TBCA AND THE                   
DGCL AFFECTING THE RIGHTS AND INTERESTS OF SHAREHOLDERS SET FORTH               
IN EXHIBIT C ATTACHED TO THIS PROXY STATEMENT.                                  

Amendment, Deferral or Termination of the Reincorporation Merger                
Agreement                                                               

If approved by the shareholders at the Special Meeting, it            
is anticipated that the reincorporation will become effective at                
the earliest practicable date. However, the applicable merger                   
agreement provides that it may be amended, modified or                          
supplemented before or after approval by the shareholders of the                
company; but no such amendment, modification or supplement may be               
made if it would have a material adverse effect upon the rights                 
of the company's shareholders unless it has been approved by the                
shareholders. The merger agreement also provides that the company               
may terminate and abandon the merger or defer its consummation                  
for a reasonable period, notwithstanding shareholder approval, if               
in the opinion of the board of directors or, in the case of                     
deferral, of an authorized officer, such action would be in the                 
best interests of the company and its shareholders.                             

Federal Income Tax Consequences of the Reincorporation                          

We believe that, for federal income tax purposes, no gain or          
loss will be recognized by the holders of common stock of ASD                   
Systems as a result of the consummation of the reincorporation                  
and no gain or loss will be recognized by ASD Systems or                        
Ascendant Solutions. Each holder of common stock of ASD Systems                 
will have the same tax basis in the Ascendant Solutions common                  
stock received pursuant to the reincorporation as such                          

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shareholder had in the common stock of ASD Systems held                         
immediately prior to the reincorporation, and the shareholder's                 
holding period with respect to the Ascendant Solutions common                   
stock will include the period during which such shareholder held                
the corresponding common stock, so long as the common stock was                 
held as a capital asset at the time of consummation of the                      
reincorporation.                                                                

ALTHOUGH IT IS NOT ANTICIPATED THAT STATE OR LOCAL INCOME             
TAX CONSEQUENCES TO SHAREHOLDERS WILL VARY FROM THE FEDERAL                     
INCOME TAX CONSEQUENCES DESCRIBED ABOVE, SHAREHOLDERS SHOULD                    
CONSULT THEIR OWN TAX ADVISORS AS TO THE EFFECT OF THE                          
REINCORPORATION UNDER STATE, LOCAL OR FOREIGN INCOME TAX LAWS.                  

We also believe that Ascendant Solutions will succeed                 
without adjustment to the federal tax attributes of ASD Systems.                
Shareholders should be aware that franchise taxes in the State of               
Delaware are likely to be higher than those in the State of Texas               
and that the net operating less carry forwards currently                        
benefiting the company for Texas franchise tax purposes are                     
likely to be eliminated as a consequence of the merger. However,                
we are currently evaluating our tax planning alternatives in this               
regard.                                                                         

Exchange of Stock Certificates                                                  

The redomestication will not affect the validity of the               
currently outstanding stock certificates.  Consequently, it will                
not be necessary for shareholders of the company to exchange                    
their existing stock certificates for stock certificates of                     
Ascendant Solutions.  Delivery of ASD Systems common stock                      
certificates will constitute "good delivery" for transactions                   
following the merger.                                                           

Effect on Long-Term Incentive Plan and Other Employee Benefit                   
Plans                                                                           

Our Long-Term Incentive Plan will be continued by Ascendant           
Solutions and each option with respect to ASD Systems issued                    
pursuant to the plan will automatically be converted into an                    
option with respect to the same number of shares of Ascendant                   
Solutions, upon the same terms and subject to the same conditions               
as set forth in the plan. Other employee benefit plans and                      
arrangements of ASD Systems will be continued by Ascendant                      
Solutions upon the terms and subject to the conditions currently                
in effect.                                                                      

Securities Act Consequences                                                     

The shares of Ascendant Solutions to be issued in exchange            
of shares of ASD Systems are not being registered under the                     
Securities Act of 1933, as amended. In that respect, Ascendant                  
Solutions is relying on Rule 145(a)(2) of the Securities and                    
Exchange Commission under the 1933 Act, which provides that a                   
merger which has as its sole purpose a change in the domicile of                
the corporation does not involve the sale of securities for                     
purposes of that act. After the merger, Ascendant Solutions will                
be a publicly-held company, its common stock will be traded and                 
it will file with the Commission and provide to its shareholders                
the same type of information that ASD Systems has previously                    
filed and provided. Shareholders whose stock in ASD Systems is                  
freely tradeable before the merger will continue to have freely                 
tradeable shares of Ascendant Solutions. Shareholders holding                   
restricted securities of ASD Systems will be subject to the same                
restrictions on transfer as those to which their present shares                 
of stock in ASD Systems are subject. In summary, Ascendant                      
Solutions and its shareholders will be in the same respective                   
positions under the federal securities laws after the merger as                 
were ASD Systems and its shareholders prior to the merger.                      

The board of directors recommends that shareholders vote FOR          
Item 1.                                                             

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ITEM 2.               
AMENDMENT TO 1999 LONG-TERM INCENTIVE PLAN, AS AMENDED                

General                                                                         

Our 1999 Long-Term Incentive Plan currently provides for the          
issuance to qualified participants of up to 2,500,000 shares of                 
our common stock pursuant to the grant of stock options.  The                   
purpose of our Long-Term Incentive Plan is to promote our                       
interests and the interests of our shareholders by using                        
investment interests in ASD Systems to attract, retain and                      
motivate eligible persons to encourage and reward their                         
contributions to the performance of ASD Systems and to align                    
their interests with the interests of our shareholders.                         
Qualified participants include directors, officers, employees,                  
consultants and advisors of ASD Systems.  As of June 30, 2000,                  
approximately 224 persons were eligible to participate in the                   
plan and approximately 91 of them have been granted options to                  
purchase an aggregate of 2,163,000 shares under the plan.                       

Amendment to the Plan                                                           

In April 2000, our board of directors approved, subject to            
shareholder approval, an amendment to our 1999 Long-Term                        
Incentive Plan intended to enhance the flexibility of the                       
administrators in granting stock options to our employees and to                
preserve our tax deductions on stock options as permitted by                    
Section 162(m) of the Internal Revenue Code of 1986, as amended.                
The amendment increased the maximum number of shares that may be                
covered by options granted to a plan participant in any calendar                
year from 50,000 shares to 450,000 shares.  The board adopted                   
this amendment to ensure that we can continue to grant stock                    
options to employees at levels determined appropriate by the plan               
administrators.                                                                 

Section 162(m) of the Internal Revenue Code generally denies          
a corporate income tax deduction to publicly held corporations                  
for taxable compensation paid to the chief executive officer and                
the four other highest paid officers of the corporation to the                  
extent that individual compensation paid exceeds $1.0 million.                  
Gains on the exercise of a stock option may be considered                       
compensation subject to Section 162(m).  An exception to this tax               
law applies for compensation that is considered "performance                    
based."  For purposes of the exception, gains on stock options                  
(that we granted with a fair market value exercise price) that                  
are granted pursuant to a plan that limits the number of shares                 
of the corporation's common stock that are covered by a stock                   
option granted in any one year may be considered performance                    
based.  Our 1999 Long-Term Incentive Plan currently limits the                  
number of shares of common stock that may be issued pursuant to a               
stock option in any one calendar year to 50,000 shares. The                     
amendment proposes to increase this limit to 450,000 shares.                    

We have granted the following stock options, excisable for a          
total of 1,355,000 shares of our common stock, to the senior                    
executive officers indicated, each of which exceeds the 50,000                  
share limitation previously contained in our 1999 Long-Term                     
Incentive Plan:                                                                 

*  a nonqualified stock option granted to David E. Bowe, our Chief
    Executive Officer and President, on March 22, 2000, which (1) is
  exercisable for 100,000 shares of common stock, (2) carries an
    exercise price of $5.94 per share and (3) vests as to 25% of the
     underlying number of shares on the first anniversary of the grant
date and 2% per month thereafter until fully vested;        

*  a nonqualified stock option granted to David E. Bowe on May 12,
2000, which (1) is exercisable for 300,000 shares of common 
stock, (2) carries an                                       

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exercise price of $2.66 per share and (3) vests as to       
25% of the underlying number of shares on the first         
anniversary of the grant date and 2% per month              
thereafter until fully vested;                              

 *  a nonqualified stock option granted to Gregg L. Young, our Chief
  Information Officer, on May 12, 2000, which (1) is exercisable
     for 260,000 shares of common stock, (2) carries an exercise price
of $2.66 per share and (3) vests as to 25% of the underlying
   number of shares on the first anniversary of the grant date and
2% per month thereafter until fully vested;                 

*  a nonqualified stock option granted to Ted I. Bilke, our Chief 
    Operating Officer, on May 12, 2000, which (1) is exercisable for
    245,000 shares of common stock, (2) carries an exercise price of
    $2.66 per share and (3) vests as to 25% of the underlying number
   of shares on the first anniversary of the grant date and 2% per
month thereafter until fully vested; and                    

*  a nonqualified stock option granted to Rick Troberman, our     
    Executive Vice President-Sales and Marketing, on April 28, 2000,
    which (1) is exercisable for 450,000 shares of common stock, (2)
    carries an exercise price of $2.72 per share and (3) vests as to
   25% of the underlying number of shares on the first anniversary
     of the grant date and 2% per month thereafter until fully vested.

Each of these options was granted pursuant to the terms of our                  
1999 Long-Term Incentive Plan and has been specifically                         
conditioned on the receipt of shareholder approval to this Item 2               
prior to the vesting of any portion of the option.  To the extent               
shareholder approval is not timely obtained, the grants shall be                
deemed withdrawn and the options forfeited with the consent of                  
the optionees.  Pursuant to applicable sections of the Internal                 
Revenue Code, inclusion of this risk of forfeiture ensures                      
continued compliance with Section 162(m), notwithstanding the                   
fact that such grants exceeded the 50,000 share limitation.  If                 
the shareholders approve this Item 2 at the Special Meeting, any                
gains on the executive options will continue to be considered                   
performance based for purposes of Section 162(m).                               

New Plan Benefits                                                               

Because the modifications proposed to be made to the 1999             
Long-Term Incentive Plan do not, in and of themselves, affect the               
number or dollar value of the benefits to be received by                        
participants thereunder, it is not possible to determine the                    
dollar value or the number of shares that will be received under                
the plan as so amended. However, for illustrative purposes only,                
the following chart provides information concerning options                     
granted to certain groups as of June 30, 2000.                                  

1999 Long-Term Incentive Plan             
------------------------------------------------------------------            
                 Range of        Shares Underlying
                Exercise         Options Granted
Group                 Prices       Through June 30, 2000  
---------------------------  --------------   ---------------------             
Executive Group              $1.00 to $5.94       1,500,000                     
Non-Executive Director                                                          
Group                      $1.00                   20,000                   
Non-Executive Officer        $1.00 to $8.25         643,000                     
Employee Group                                                                  

The 1999 Long-Term Incentive Plan, as amended, has been attached                
as Exhibit D to this Proxy Statement.                                           

The board of directors recommends that shareholders vote FOR          
Item 2.                                                           

Material Terms                                                                  

The material terms of our 1999 Long-Term Incentive Plan are           
outlined below:                                                                 

Administration.  Our Long-Term Incentive Plan Committee is            
authorized to administer the plan with respect to all persons not               
classified as Section 16 insiders of ASD Systems and/or persons                 
subject to the limitations imposed by Section 162(m) of the                     
Internal Revenue Code and has discretion to determine which                     
eligible persons will be granted stock options, the number of                   
shares subject to options, the period of exercise of each option                
and the terms and conditions of such options.  A separate                       
subcommittee of the board of directors named the Special                        
Long-Term Incentive Plan Committee has the power to administer                  
the Long-Term Incentive Plan for (1) persons who are Section 16                 
insiders (generally, all directors and executive officers of ASD                
Systems) for purposes of ensuring compliance with the profit                    
disgorgement rules of Section 16 applicable to such persons                     
and/or (2) persons                                                              

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who are subject to Section 162(m) of the Internal Revenue Code                  
(the chief executive officer and the four other highest paid                    
officers of the company) for purposes of ensuring that any grants               
of stock options to such persons are deemed "performance based."                

Stock Options.  Under our plan, we may grant ISO's or                 
NQSO's. However, only our employees are eligible to receive                     
ISO's. A stock option may have a term of not more than ten years.               
The administrators of our Long-Term Incentive Plan determine the                
exercise price per share for each option which cannot be less                   
than the fair market value of our common stock on the date of the               
grant. In the case of an ISO granted to an employee who, at the                 
time of the grant, owns common stock with more than 10% of the                  
total combined voting power of our outstanding common stock, the                
price per share of common stock cannot be less than 110% of the                 
fair market value of our common stock on the date of grant. The                 
fair market value of our common stock is its closing price on The               
Nasdaq National Market.                                                         

Effect of Termination.  Generally, if a participant's                 
service to us is terminated for reasons other than just cause                   
dismissal, retirement, permanent disability or death, then the                  
participant's options, whether or not vested, shall expire and                  
become unexercisable as of the earlier of the date the options                  
would expire in accordance with their terms had the participant                 
remained in our service, or 30 days after the date of employment                
or relationship termination. Upon retirement, permanent                         
disability or death, the participant's unexercised options shall,               
whether or not vested, expire and become unexercisable as of the                
earlier of the date the options would expire in accordance with                 
their terms had the participant remained in our service, or 90                  
days after the date of employment or relationship termination. In               
the event of a just cause dismissal of a participant, all of such               
participant's options, whether or not vested, shall expire and                  
become unexercisable as of the date of such dismissal.                          

Effect of a Change-in-Control.  Our Long-Term Incentive Plan          
provides that, in the event of certain changes of control                       
involving the liquidation of ASD Systems, the disposition of all                
or substantially all of our assets, certain reorganizations,                    
mergers or consolidations of ASD Systems or the acquisition by                  
any person (other than Norm Charney or the Staubach affiliated                  
shareholders) of more than 50% of ASD Systems' combined voting                  
power, one of the following shall occur with respect to the plan                
and any unexercised options:                                                    

*  they may be assumed or substituted by the successor corporation;   

*  our board of directors may provide for adjustments in the terms    
and conditions of the unexercised options, such as acceleration 
of their vesting or their automatic conversion into the         
underlying shares or other consideration; or                    

*  they shall automatically terminate, provided that any              
 unexercised options shall be immediately exercisable prior to the
change of control.                                              

Termination.  The Long-Term Incentive Plan will terminate on          
May 12, 2009.                                                                   

Federal Income Tax Consequences                                                 

Incentive Stock Options.  The federal income tax                      
consequences, in general, of the grant and exercise of an ISO                   
under our Long-Term Incentive Plan are as follows:                              

In general, an employee will not recognize taxable income             
upon the grant or exercise of an ISO and we will not be entitled                
to any business expense deduction with respect to the grant or                  
exercise of an ISO.                                                             

*  If the employee holds the shares for at least two years after      
the date of grant and for at least one year after the date of   
exercise, the difference, if any, between the sales price of the
shares and the exercise price of the option will be treated as  
 long-term capital gain or loss upon subsequent disposition of the
shares.                                                         

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*  If the employee disposes of the shares prior to satisfying the     
 holding period requirements, the employee will recognize ordinary
income at the time of the disposition, generally in an amount   
 equal to the excess of the fair market value of the shares at the
time the option was exercised over the exercise price of the    
option. Generally, we will be allowed a business expense        
deduction to the extent an employee recognizes ordinary income. 
The balance of the gain realized, if any, will be short-term or 
long-term capital gain, depending upon whether the shares have  
been held for at least one year after the date of exercise.     

Non-qualified Stock Options.  The federal income tax                  
consequences, in general, of the grant and exercise of an NQSO                  
under our Long-Term Incentive Plan are as follows:                              

*  In general, a recipient who receives a NQSO will recognize no      
income at the time of the grant of the option.                  

*  Upon exercise of an NQSO, a recipient will recognize ordinary      
income in an amount equal to the excess of the fair market value
of the shares on the date of exercise over the exercise price of
the option. Generally, we will be entitled to a business expense
deduction in the amount and at the time the recipient recognizes
ordinary income.                                                

*  The basis in shares acquired upon exercise of an NQSO will equal   
 the fair market value of such shares at the time of exercise, and
 the holding period of the shares, for capital gain purposes, will
begin on the date of exercise.                                  

Potential Limitation on Company Deductions.  Section 162(m)           
of the Internal Revenue Code denies a deduction to any publicly                 
held corporation for compensation paid to certain employees in a                
taxable year to the extent that compensation exceeds $1.0 million               
for a covered employee.  It is possible that compensation                       
attributable to awards previously granted or granted in the                     
future under the 1999 Long-Term Incentive Plan, combined with all               
other types of compensation received by a covered employee from                 
the company, may cause this limitation to be exceeded in any                    
particular year.                                                                

ITEM 3.               
APPROVAL OF STOCK OPTIONS EXERCISABLE FOR A TOTAL OF 1,425,000                
SHARES OF COMMON STOCK GRANTED TO CERTAIN SENIOR EXECUTIVE                    
OFFICERS OF THE COMPANY                                                       

In addition to the executive options described in "Item 2.            
Amendment to 1999 Long-Term Incentive Plan, as amended," we have                
also granted the following stock options to certain of the same                 
senior executive officers which did not exceed the 50,000 share                 
limitation previously contained in our 1999 Long-Term Incentive                 
Plan:                                                                           

*  a nonqualified stock option granted to Gregg L. Young on           
March 22, 2000 which (1) is exercisable for 40,000 shares of    
common stock, (2) carries an exercise price of $5.94 per share  
 and (3) vests as to 25% of the underlying number of shares on the
first anniversary of the grant date and 2% per month thereafter;
and                                                             

*  a nonqualified stock option granted to Ted I. Bilke on March 22,   
2000 which (1) is exercisable for 30,000 shares of common stock,
 (2) carries an exercise price of $5.94 per share and (3) vests as
to 25% of the underlying number of shares on the first          
anniversary of the grant date and 2% per month thereafter.      

As required for compliance with Section 162(m) of the Code, all                 
of these options, exercisable for a total of 1,425,000 shares of                
common stock (collectively, the "Executive Options"), were                      
granted by a committee of the board of directors meeting the                    
definition of "outside directors."  However, the senior executive               
officers receiving the options are also subject to the "short-                  
swing profit" recovery provisions of Section 16b of the                         
Securities Exchange                                                             

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Act of 1934, as amended.  Accordingly, the company desires to                   
structure the grant of such Executive Options so as to be exempt                
from these provisions.                                                          

Rule 16b-3 provides an exemption from the operation of these          
provisions with respect to the acquisition of options if one of                 
the following conditions is met:                                                

*  the transaction is approved by the whole board of directors;       

*  the transaction is approved by a committee of the board of         
directors that is composed solely of two or more "non-employee  
directors" (defined generally to include any director who (1) is
 not currently an officer or employee of the company; (2) is not a
consultant to the company that receives annual compensation of  
$60,000 or more; and (3) does not maintain an interest in any   
transaction, and is not engaged in a business relationship,     
requiring disclosure in the company's annual proxy statement);  

*  the transaction is approved or ratified by the shareholders of     
the company; or                                                 

*  at least six months elapse form the date of acquisition of the     
 option to the date of disposition of the option or the underlying
security.                                                       

Therefore, in order to maintain maximum flexibility under                       
Rule 16b-3 and to ensure compliance with Section 162(m), we are                 
proposing that the shareholders of the company specifically                     
ratify the grant of the Executive Options.  To the extent                       
shareholder ratification of this Item 3 is not obtained at the                  
Special Meeting, the Executive Options shall nevertheless remain                
outstanding; however such Executive Options may be subject to the               
short-swing profit recovery provisions of Section 16 depending                  
upon the applicability of other available exemptions.                           

The material terms of the Executive Options are described             
under "Item 2.  Amendment to 1999 Long-Term Incentive Plan, as                  
amended - Material Terms."  Additionally, the forms of                          
nonqualified stock option agreements used in connection with the                
Executive Options have been attached as Exhibit E hereto.                       

The board of directors recommends that shareholders vote FOR          
Item 3.                                                         

DEADLINE FOR SHAREHOLDER PROPOSALS                

We currently anticipate that our next Annual Meeting of               
Shareholders will be held on May 10, 2001. Any proposal by a                    
shareholder of the company intended to be presented at the 2001                 
Annual Meeting of Shareholders and included in the company's                    
proxy statement is required to be received at our principal                     
executive offices no later than December 15, 2000. To curtail                   
controversy as to the date on which a proposal was received by                  
us, we suggest that proponents submit their proposals by                        
certified mail, return receipt requested.                                       

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                           Exhibit A

CERTIFICATE OF INCORPORATION                
OF                
ASCENDANT SOLUTIONS, INC.               

FIRST:The name of the corporation is Ascendant Solutions,             
Inc. (the "Corporation").                                                       

SECOND:The address of the registered office of the                    
Corporation in the State of Delaware is 919 N. Market Street,                   
Suite 600, in the City of Wilmington, County of New Castle 19801.               
The name of its registered agent at such address is SR Services,                
LLC.                                                                            

THIRD:The purpose of the Corporation is to engage in any              
lawful act or activity for which corporations may be organized                  
under the General Corporation Law of Delaware ("DGCL").                         

FOURTH:The aggregate number of shares of all classes of               
stock which the Corporation shall have authority to issue is                    
Fifty One Million (51,000,000) shares, consisting of (A) Fifty                  
Million (50,000,000) shares of common stock, par value $0.0001                  
per share (the "Common Stock"), and (B) One Million (1,000,000)                 
shares of preferred stock, par value $0.0001 per share (the                     
"Preferred Stock").                                                             

The designations, powers, preferences and relative, 
participating, optional and other special rights, and the                       
qualifications, limitations and restrictions thereof with respect               
to the Common Stock and the Preferred Stock are as follows:                     

(A)Common Stock.  Each holder of the Common Stock of the    
Corporation shall be entitled to one vote for every share of          
Common Stock outstanding in his name on the books of the              
Corporation.  Except for and subject to those rights expressly        
granted to the holders of the Preferred Stock or except as may be     
provided by the laws of the State of Delaware, the holders of         
Common Stock shall have exclusively all other rights of               
stockholders including, without limitation, (i) the right to          
receive dividends, when and as declared by the Board of Directors     
out of assets legally available therefor, and (ii) in the event       
of any distribution of assets upon liquidation, dissolution or        
winding up of the Corporation or otherwise, the right to receive      
ratably and equally with all holders of all Common Stock all the      
assets and funds of the Corporation remaining after the payment       
to the holders of the Preferred Stock of the specific amounts         
that they are entitled to receive upon such liquidation,              
dissolution or winding up of the Corporation, if any.                 

   (B)Preferred Stock.  Preferred Stock may be issued from time to
time in one or more series, each of such series to have such          
terms as stated in the resolution or resolutions providing for        
the establishment of such series adopted by the Board of              
Directors of the Corporation as hereinafter provided.  Except as      
otherwise expressly stated in the resolution or resolutions           
providing for the establishment of a series of Preferred Stock,       
any shares of Preferred Stock that may be redeemed, purchased or      
acquired by the Corporation may be reissued except as otherwise       
expressly provided by law.  Different series of Preferred Stock       
shall not be construed to constitute different classes of stock       
for the purpose of voting by classes unless expressly provided in     
the resolution or resolutions providing for the establishment         
thereof.  The Board of Directors of the Corporation is hereby         
expressly authorized to issue, from time to time, shares of           
Preferred Stock in one or more series, and, in connection with        
the establishment of any such series by resolution or                 
resolutions, to determine and fix the number of shares                
constituting that series and the distinctive designation of that      
series and to determine and fix such voting powers, full or           
limited, or no voting powers, and such other powers,                  
designations, preferences and relative, participating, optional       
and other rights, and the qualifications, limitations and             
restrictions thereof, including, without limitation, dividend         
rights, conversion rights, redemption privileges and liquidation      
preferences, as shall be stated in such resolution or                 
resolutions, all to the fullest extent permitted by the DGCL.         
Without limiting the generality of the foregoing, the resolution      
or resolutions providing for the establishment of any series of       
Preferred Stock may, to the extent permitted by law, provide that     
such series shall be superior to, rank equally with or be junior      
to the Preferred Stock of any other series.  Except as otherwise      
expressly provided in the resolution or resolutions providing for     
the                                                                   

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establishment of any series of Preferred Stock, no vote of            
the holders of shares of Preferred Stock or Common Stock              
shall be a prerequisite to the issuance of any shares of any          
series of the Preferred Stock authorized by and complying             
with the conditions of this Certificate of Incorporation.             

FIFTH:For the management of the business and for the conduct          
of the affairs of the Corporation, and in further definition,                   
limitation and regulation of the powers of the Corporation and of               
its directors and stockholders, it is further provided:                         

    (A)Powers and Authorities of Board of Directors.  In furtherance
and not in limitation of the powers conferred by the laws of the      
State of Delaware, the Board of Directors is expressly authorized     
and empowered:                                                        

(i)    to make, alter, amend or repeal the        
Bylaws in any manner not inconsistent with the laws of      
the State of Delaware or this Certificate of                
Incorporation;                                              

(ii)   without the assent or vote of the          
stockholders, to authorize and issue securities and         
obligations of the Corporation, secured or unsecured,       
and to include therein such provisions as to                
redemption, conversion or other terms thereof as the        
Board of Directors in its sole discretion may               
determine, and to authorize the mortgaging or pledging,     
as security therefor, of any property of the                
Corporation, real, personal or mixed, including after-      
acquired property;                                          

(iii)  to determine whether any, and if           
any, what part, of the net profits of the Corporation       
or of its surplus shall be declared in dividends and        
paid to the stockholders, and to direct and determine       
the use and disposition of any such net profits or such     
surplus; and                                                

(iv)   to fix from time to time the amount        
of net profits of the Corporation or of its surplus to      
be reserved as working capital or for any other lawful      
purpose.                                                    

In addition to the powers and authorities herein or by                
statute expressly conferred upon it, the Board of Directors           
may exercise all such powers and do all such acts and things          
as may be exercised or done by the Corporation, subject,              
nevertheless, to the provisions of the laws of the State of           
Delaware, this Certificate of Incorporation and the Bylaws            
of the Corporation.                                                   

(B)  Director or Officer Removal.  Any director             
or any officer elected or appointed by the stockholders or            
by the Board of Directors may be removed at any time in such          
manner as shall be provided in the Bylaws of the                      
Corporation.                                                          

(C) Amendment to Certificate of Incorporation.              
From time to time any of the provisions of this Certificate           
of Incorporation may be altered, amended or repealed, and             
other provisions authorized by the laws of the State of               
Delaware at the time in force may be added or inserted, in            
the manner and at the time prescribed by said laws, and all           
rights at any time conferred upon the stockholders of the             
Corporation by this Certificate of Incorporation are granted          
subject to the provisions of this paragraph (C).                      

SIXTH:   The members of the Board of Directors shall                  
be classified, with respect to the time for which they severally                
hold office, into three (3) classes, as nearly equal in number as               
possible, as shall be provided in the manner specified in the                   
Corporation's Bylaws, one class to hold office initially for a                  
term expiring at the Annual Meeting of Stockholders to be held in               
2001, another to hold office initially for a term expiring at the               
Annual Meeting of Stockholders to be held in 2002, and another to               
hold office initially for a term expiring at the Annual Meeting                 
of Stockholders to be held in 2003, with the members of each new                
class to hold office until their successors have been duly                      
elected and have qualified. At each Annual Meeting of the                       
Stockholders of the Corporation, the successors to the class of                 
directors whose term expires at the meeting shall be elected to                 
hold office for a term expiring at the Annual Meeting held in the               
third year following the year of their election. Election of                    
directors need not be by written ballot unless the Bylaws of the                
Corporation shall so provide.                                                   

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SEVENTH:  No director of the Corporation shall be                     
personally liable to the Corporation or any of its stockholders                 
for monetary damages for breach of fiduciary duty as a director                 
of the Corporation; PROVIDED, HOWEVER, that the foregoing is not                
intended to eliminate or limit the liability of a director of the               
Corporation for (i) any breach of a director's duty of loyalty to               
the Corporation or its stockholders, (ii) acts or omissions not                 
in good faith or which involve intentional misconduct or a                      
knowing violation of law, (iii) a violation of Section 174 of the               
DGCL, or (iv) any transaction from which the director derived an                
improper personal benefit. If the DGCL is hereafter amended to                  
authorize corporate action further eliminating or limiting the                  
personal liability of directors, then the liability of a director               
of the Corporation shall be eliminated or limited to the fullest                
extent permitted by the DGCL, as so amended. No amendment to or                 
repeal of this Article SEVENTH shall apply to or have any effect                
on the liability or alleged liability of any director of the                    
Corporation for or with respect to any acts or omissions of such                
director occurring prior to such amendment or repeal.                           

EIGHTH:   The Corporation shall, to the fullest                       
extent permitted by Section 145 of the DGCL, as that Section may                
be amended and supplemented from time to time, indemnify any                    
director or officer of the Corporation (and any director, trustee               
or officer of any corporation, business trust or other entity to                
whose business the Corporation shall have succeeded) which it                   
shall have power to indemnify under that Section against any                    
expenses, liabilities or other matter referred to in or covered                 
by that Section.  The indemnification provided for in this                      
Article EIGHTH (a) shall not be deemed exclusive of any other                   
rights to which those indemnified may be entitled under any                     
Bylaw, agreement or vote of stockholders or disinterested                       
directors or otherwise, both as to action in their official                     
capacities and as to action in another capacity while holding                   
such office, (b) shall continue as to a person who has ceased to                
be a director or officer and (c) shall inure to the benefit of                  
the heirs, executors and administrators of such a person.  To                   
assure indemnification under this Article of all such persons who               
are determined by the Corporation or otherwise to be or to have                 
been "Fiduciaries" of any employee benefit plan of the                          
Corporation that may exist from time to time and that is governed               
by the Act of Congress entitled "Employee Retirement Income                     
Security Act of 1974," as amended from time to time, such Section               
145 shall, for the purposes of this Article, be interpreted as                  
follows:  an "other enterprise" shall be deemed to include such                 
an employee benefit plan; the Corporation shall be deemed to have               
requested a person to serve an employee benefit plan where the                  
performance by such person of his duties to the Corporation also                
imposes duties on, or otherwise involves services by, such person               
to the plan or participants or beneficiaries of the plan; excise                
taxes assessed on a person with respect to an employee benefit                  
plan pursuant to such Act of Congress shall be deemed "fines;"                  
and action taken or omitted by a person with respect to an                      
employee benefit plan in the performance of such person's duties                
for a purpose reasonably believed by such person to be in the                   
interest of the participants and beneficiaries of the plan shall                
be deemed to be for a purpose that is not opposed to the best                   
interests of the Corporation.                                                   

NINTH:    No action required to be taken or which may                 
be taken at any annual or special meeting of stockholders of the                
Corporation may be taken without a meeting, and the power of                    
stockholders to consent in writing, without a meeting, to the                   
taking of any action is specifically denied.                                    

TENTH:    Notwithstanding anything contained in this                  
Certificate of Incorporation to the contrary, the affirmative                   
vote of at least 66 2/3% of the outstanding shares of the Common                
Stock of the Corporation shall be required to amend or repeal                   
Article SIXTH, EIGHTH, NINTH or TENTH of this Certificate of                    
Incorporation or to adopt any provision inconsistent therewith.                 
Further, the affirmative vote of at least 66 2/3% of the                        
outstanding shares of the Common Stock of the Corporation shall                 
be required to amend or repeal the Bylaws of the Corporation, if                
the stockholders of the Corporation are required by the DGCL, the               
Certificate of Incorporation or the Bylaws to vote thereon.                     

ELEVENTH:  Except as provided herein, the Corporation                 
reserves the right to amend, alter, change or repeal any                        
provision contained in this Certificate of Incorporation in the                 
manner now or hereafter prescribed by the laws of the State of                  
Delaware, and all rights herein conferred are granted subject to                
this reserve power. Notwithstanding the foregoing, the provisions               
set forth in Articles SIXTH, EIGHTH, NINTH and TENTH of this                    
Certificate of Incorporation may not be repealed or amended in                  
any respect unless such repeal or amendment is approved as                      
specified in Article TENTH herein.                                              

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TWELFTH:    Whenever a compromise or arrangement is                   
proposed between the Corporation and its creditors or any class                 
of them and/or between the Corporation and its stockholders or                  
any class of them, any court of equitable jurisdiction within the               
State of Delaware may, on the application in a summary way of the               
Corporation or of any creditor or stockholder thereof or on the                 
application of any receiver or receivers appointed for the                      
Corporation under the provisions of Section 291 of the DGCL or on               
the application of trustees in dissolution or of any receiver or                
receivers appointed for the Corporation under the provisions of                 
Section 279 of the DGCL, order a meeting of the creditors or                    
class of creditors, and/or of the stockholders or class of                      
stockholders of the Corporation, as the case may be, to be                      
summoned in such manner as said court directs. If a majority in                 
number representing three-fourths in value of the creditors or                  
class of creditors, and/or of the stockholders or class of                      
stockholders of the Corporation, as the case may be, agree to any               
compromise or arrangement and to any reorganization of the                      
Corporation as a consequence of such compromise or arrangement,                 
the said compromise or arrangement and the said reorganization                  
shall, if sanctioned by the court to which the said application                 
has been made, be binding on all the creditors or class of                      
creditors, and/or on all the stockholders or class of                           
stockholders, of the Corporation as the case may be, and also on                
the Corporation.                                                                

THIRTEENTH:  Meetings of stockholders may be held within or           
without the State of Delaware as the Bylaws may provide.  The                   
books of the Corporation may be kept (subject to any provision                  
contained in the DGCL) outside the State of Delaware at such                    
place or places as may be designated form time to time by the                   
Board of Directors or in the Bylaws of the Corporation.                         

FOURTEENTH:  The name and mailing address of the                      
Incorporator of the Corporation is J. David Washburn, c/o Arter &               
Hadden LLP, 1717 Main Street, Suite 4100, Dallas, Texas 75201.                  

IN WITNESS WHEREOF, I have hereunto set my hand this _____            
day of ____________, 2000, and affirm the statements contained                  
therein as true under penalties of perjury.                                     

     /s/ J. DAVID WASHBURN
            ----------------------------
 J. David Washburn
Incorporator    

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                   Exhibit B
================================================================                

BYLAWS                

OF                

ASCENDANT SOLUTIONS, INC.                 

(A Delaware corporation)                

===========================================================                     

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BYLAWS                

of                

ASCENDANT SOLUTIONS, INC.                 

(a Delaware corporation)                

ARTICLE I                 

Offices                 

SECTION 1.1.The registered office of the Corporation shall            
be in the City of Wilmington, County of New Castle, State of                    
Delaware.                                                                       

SECTION 1.2.The Corporation may also have offices at such             
other places both within and without the State of Delaware as the               
Board of Directors may from time to time determine or the                       
business of the Corporation may require.                                        

ARTICLE II                

Meetings of Stockholders                

SECTION 2.1.Annual Meetings.  The annual meeting of the               
stockholders for the election of directors and for the                          
transaction of such other business as may properly come before                  
the meeting shall be held at such place within or without the                   
State of Delaware, and on such date and at such hour of the day                 
as the Board of Directors shall determine.                                      

SECTION 2.2.Special Meetings.  Special meetings of the                
stockholders for any purpose or purposes, unless otherwise                      
prescribed by statute or by the Certificate of Incorporation, may               
be called by order of the President, and shall be called by the                 
President or Secretary at the request in writing of a majority of               
the Board of Directors or the whole Executive Committee. Special                
meetings of the stockholders of the Corporation may not be called               
by any other person or persons. Special meetings of the                         
stockholders shall be held at such place within or without the                  
State of Delaware, on such date, and at such time as may be                     
designated by the person or persons calling the meeting.                        

SECTION 2.3.Notice of Meetings.  Written notice of every              
meeting of stockholders, stating the time, place and purposes                   
thereof, shall be given personally or by mail at least ten (10),                
but not more than sixty (60), days (except as otherwise provided                
by law) before the date of such meeting to each person who                      
appears on the stock transfer books of the Corporation as a                     
stockholder and who is entitled to vote at such meeting.  If such               
notice is mailed, it shall be directed to such stockholder at his               
address as it appears on the stock transfer books of the                        
Corporation.                                                                    

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SECTION 2.4.Quorum.  At any meeting of the stockholders the           
holders of a majority of the shares of the Corporation entitled                 
to vote at such meeting, present in person or represented by                    
proxy, shall constitute a quorum for all purposes, except where                 
otherwise provided by law or in the Certificate of Incorporation.               
A quorum, once established, shall not be broken by the withdrawal               
of enough votes to leave less than a quorum and the votes present               
may continue to transact business until adjournment, provided                   
that any action (other than adjournment) is approved by at least                
a majority of the shares required to constitute a quorum.                       

SECTION 2.5.Adjournments.  If at any meeting of stockholders          
a quorum shall fail to attend in person or by proxy, the holders                
of a majority of the shares present in person or by proxy and                   
entitled to vote at such meeting may adjourn the meeting from                   
time to time until a quorum shall attend, and thereupon any                     
business may be transacted which might have been transacted at                  
the meeting as originally called.  Notice need not be given of                  
the adjourned meeting if the time and place thereof are announced               
at the meeting at which the adjournment is taken; provided,                     
however, that if the adjournment is for more than thirty (30)                   
days or if after the adjournment a new record date is fixed,                    
notice of the adjourned date shall be given.                                    

SECTION 2.6.Organization; Meeting Rules.  The Chairman of             
the Board, if one is elected, and in his absence the President,                 
and in their absence the Vice President, shall call meetings of                 
the stockholders to order and shall act as chairman thereof.  The               
Secretary or an Assistant Secretary of the Corporation shall act                
as secretary at all meetings of the stockholders when present,                  
and, in the absence of both, the presiding officer may appoint                  
any person to act as secretary.  The chairman of any meeting of                 
stockholders shall determine the order of business and the rules                
and procedure at the meeting, including such regulation of the                  
manner of voting and the conduct of discussion as he may deem                   
appropriate in his discretion.                                                  

SECTION 2.7.Voting.  At each meeting of the stockholders,             
each holder of the shares of Common Stock shall be entitled to                  
one vote on such matter for each such share and may exercise such               
voting right either in person or by proxy appointed by an                       
instrument in writing subscribed by such stockholder or his duly                
authorized attorney.  No such proxy shall be voted or acted upon                
after eleven (11) months from its date unless the proxy provides                
for a longer period.  Voting need not be by ballot.  All                        
elections of  directors shall be decided by a plurality vote and                
all questions decided and actions authorized by a majority vote,                
except as otherwise required by law.                                            

SECTION 2.8.Inspectors.  At any meeting of stockholders,              
inspectors of election may be appointed by the presiding officer                
of the meeting for the purpose of opening and closing the polls,                
receiving and taking charge of the proxies, and receiving and                   
counting the ballots or the vote of stockholders otherwise given.               
The inspectors shall be appointed by the presiding officer of the               
meeting, shall be sworn to faithfully perform their duties, and                 
shall in writing certify to the returns.  No candidate for                      
election as director shall be appointed or act as inspector.                    

SECTION 2.9.Stockholder List.  At least ten (10) days before          
every meeting of stockholders, a complete list of the                           
stockholders entitled to vote at the meeting, arranged in                       
alphabetical order, and showing the address of each stockholder                 
and the number of shares registered in the name of such                         
stockholder, shall be prepared and held open to the examination                 
of any stockholder, for any purpose germane to the meeting,                     
during ordinary business hours for said ten (10) days either at a               
place within the city where the meeting is to be held, which                    
place shall                                                                     

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be specified in the notice of the meeting, or, if not so                        
specified, at the place where the meeting is to be held.  The                   
list shall also be produced and kept at the meeting during the                  
whole time thereof, and may be inspected by any stockholder who                 
is present.                                                                     

SECTION 2.10.Business to be Transacted at Meetings.  At a             
meeting of the stockholders, only such business shall be                        
conducted as shall have been properly brought before the meeting.               
To be properly brought before a special meeting, business must be               
specified in the notice of the meeting (or any supplement                       
thereto). To be properly brought before an annual meeting,                      
business must be (a) specified in the notice of the meeting (or                 
any supplement thereto) given by or at the direction of the Board               
of Directors, (b) otherwise properly brought before the meeting                 
by or at the direction of the Board of Directors or (c) otherwise               
properly brought before the meeting by a stockholder. For                       
business to be properly brought before an annual meeting by a                   
stockholder, the stockholder must, in addition to any                           
requirements imposed by federal securities law or other laws,                   
have given timely notice thereof in writing to the secretary of                 
the Corporation. To be timely for an annual meeting, a                          
stockholder's notice must be delivered to or mailed and received                
at the principal executive offices of the Corporation not less                  
than 30 days nor more than 60 days prior to the meeting;                        
provided, however, that in the event that less than 40 day's                    
notice or prior public disclosure of the date of the meeting is                 
given or made to stockholders, notice by the stockholder to be                  
timely must be so received not later than the close of business                 
on the 10th day following the day on which such notice of the                   
date of the annual meeting was mailed or such public disclosure                 
was made.  A stockholder's notice to the Secretary shall set                    
forth as to each matter the stockholder proposes to bring before                
the annual meeting, (i) a brief description of the business                     
desired to be brought before the annual meeting and the reasons                 
for conducting such business at the annual meeting, (ii) the name               
and record address of the stockholder proposing such business,                  
(iii) the class and number of shares of the Corporation that are                
beneficially owned by the stockholder, and (iv) any material                    
interest of the stockholder in such business. The Chairman of the               
meeting may refuse to bring before a meeting any business not                   
properly brought before the meeting in compliance with this                     
section.                                                                        

ARTICLE III                 

Directors                 

SECTION 3.1.Functions and Number.  The property, business             
and affairs of the Corporation shall be managed and controlled by               
a Board of Directors, who need not be stockholders, citizens of                 
the United States or residents of the State of Delaware.  The                   
number of members which shall constitute the Board of Directors                 
shall be determined from time to time by resolution of the Board                
of Directors or by the stockholders at an annual or special                     
meeting held for that purpose, but no decrease in the Board of                  
Directors shall have the effect of shortening the term of an                    
incumbent director.  Upon approval of these Bylaws, the Board of                
Directors shall consist of six (6) members, such number to                      
constitute the whole Board. The use of the phrase "whole Board"                 
herein refers to the total number of directors which the                        
Corporation would have if there were no vacancies.  Except as                   
otherwise provided by law or in these Bylaws or in the                          
Certificate of Incorporation, the directors shall be elected by                 
the stockholders entitled to vote at the annual meeting of                      
stockholders of the Corporation. Subject to law, to the                         
Certificate of Incorporation and to the other provisions of these               
Bylaws, each director shall hold office until his or her term of                
office expires and until his or her successor shall have been                   
elected and qualified. The directors shall be divided, with                     
respect to the terms for which they severally hold office, into                 

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three (3) classes, hereby designated as Class A, Class B and                    
Class C. Each class shall have at least two (2) directors and the               
three (3) classes shall be as nearly equal in number as possible.               
The initial term of office of the Class A, Class B and Class C                  
directors, appointed by the incorporator of the Corporation by                  
instrument of organization, shall expire at the 2003 annual                     
meeting of stockholders, the 2001 annual meeting of stockholders                
and the 2002 annual meeting of stockholders, respectively. At                   
each annual meeting of stockholders, the successors of the class                
of directors whose term expires at that meeting shall be elected                
to hold office for a term expiring at the annual meeting of                     
stockholders to be held in the third year following the year of                 
their election.                                                                 

SECTION 3.2.Removal.  Any director may be removed by the              
affirmative vote of the holders of a majority of the then                       
outstanding shares of Common Stock only for cause.                              

SECTION 3.3.Vacancies.  Unless otherwise provided in the              
Certificate of Incorporation or in these Bylaws, vacancies among                
the directors, whether caused by resignation, death,                            
disqualification, removal, an increase in the authorized number                 
of directors or otherwise, may be filled by a majority of the                   
directors then in office, although less than a quorum, or by a                  
sole remaining director. Vacancies that occur on the Board of                   
Directors during the year may be filled by the Board of Directors               
as hereinabove provided for the unexpired term of the vacating                  
directors predecessor in office.                                                

SECTION 3.4.Place of Meeting.  The directors may hold their           
meetings and may have one or more offices and keep the books of                 
the Corporation (except as otherwise may at any time be provided                
by law) at such place or places within or without the State of                  
Delaware as the Board may from time to time determine.                          

SECTION 3.5.Annual Meeting.  The newly elected Board may              
meet for the purpose of organization, the election of officers                  
and the transaction of other business, at such time and place                   
within or without the State of Delaware as shall be fixed as                    
provided in Section 3.7 of this Article for special meetings of                 
the Board of Directors.                                                         

SECTION 3.6.Regular Meetings.  Regular meetings of the Board          
of Directors shall be held at such time and place within or                     
without the State of Delaware as the Board of Directors shall                   
from  time to time by resolution determine and no notice of such                
regular meetings shall be required.                                             

SECTION 3.7.Special Meetings.  Special meetings of the Board          
of Directors shall be held whenever called by the direction of                  
the President or of one-third of the directors then in office.                  
The Secretary or some other officer or director of the                          
Corporation shall give notice to each director of the time and                  
place of each special meeting by mailing the same at least three                
(3) days before the meeting or by telexing, telegraphing or                     
telephoning the same not later than the day before the meeting,                 
at the residence address of each director or at his usual place                 
of business. Special meetings of the Board shall be held at such                
place within or without the State of Delaware as shall be                       
specified in the call for the meeting.  Unless expressly required               
by statute, by the Certificate of Incorporation or by the Bylaws,               
neither the business to be transacted at, nor the purpose of, any               
special meeting of the Board of Directors need be specified in                  
the notice of a meeting.                                                        

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SECTION 3.8.Quorum.  Except as otherwise provided by law or           
in the Certificate of Incorporation, a majority of the directors                
in office shall constitute a quorum for the transaction of                      
business.  A majority of those present at the time and place of                 
any regular or special meeting, if less than a quorum be present,               
may adjourn from time to time without notice, until a quorum be                 
had.  The act of a majority of directors present at any meeting                 
at which there is a quorum shall be the act of the Board of                     
Directors, except as may be otherwise provided by law or in the                 
Certificate of Incorporation.                                                   

SECTION 3.9.Compensation.  The Board of Directors shall have          
the authority to fix by resolution the compensation of directors.               

SECTION 3.10.Organization.  At all meetings of the Board of           
Directors, the President, or in his absence the Vice President if               
he is a member of the Board, or in their absence, a chairman                    
chosen by the directors shall preside. The Secretary or an                      
Assistant Secretary of the Corporation shall act as secretary at                
all meetings of the Board of Directors when present, and, in the                
absence of both, the presiding officer may appoint any person to                
act as  secretary.                                                              

SECTION 3.11.Telephone Meetings.  Any member of the Board of          
Directors may participate in any meeting of such Board by means                 
of conference telephone or similar communications equipment by                  
means of which all persons participating in the meeting can hear                
each other, and participation in any meeting pursuant to this                   
provision shall constitute presence in person at such meeting.                  

SECTION 3.12.Informal Action.  Any action required or                 
permitted to be taken at any meeting of the Board of Directors,                 
or  any committee thereof,  may be taken without a meeting if all               
the members of the Board consent thereto in writing, and the                    
writing or writings are filed with the minutes of proceedings of                
the Board.                                                                      

SECTION 3.13.Nomination of Director Candidates.  Subject to           
the rights of the holders of Preferred Stock or any other class                 
of capital stock of the Corporation (other than Common Stock) or                
any series of any of the foregoing that has been outstanding,                   
nominations for the election of directors may be made by the                    
Board of Directors, by any duly appointed committee thereof or by               
any stockholder entitled to vote for the election of directors.                 
Any stockholder entitled to vote for the election of directors at               
any meeting may nominate persons for election as directors only                 
if written notice of such stockholder's intent to make such                     
nomination is given, either by personal delivery or by United                   
States Mail, postage prepaid, to the Secretary of the Corporation               
not less than 30 days nor more than 60 days prior to the meeting;               
provided, however, that in the event that less than 40 days'                    
notice or prior public disclosure of the date of the meeting is                 
given or made to stockholders, notice by the stockholder to be                  
timely must be so received not later than the close of business                 
on the 10th day following the day on which such notice of the                   
date of the meeting was mailed or such public disclosure was                    
made.  Such stockholder's notice shall set forth (a) as to each                 
person whom the stockholder proposes to nominate for election or                
re-election as a Director, (i) the name, age, business address                  
and residence address of the person, (ii) the principal                         
occupation or employment of the person, (iii) the class and                     
number of shares of the Corporation beneficially owned by the                   
person, and (iv) any other information relating to the person                   
that is required to be disclosed in solicitations for proxies for               
election of Directors pursuant to Regulation 14A under the                      
Securities Exchange Act of 1934, as amended; and (b) as to the                  
stockholder giving the notice, (i) the name and record address of               

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the stockholder, and (ii) the class and number of shares of the                 
Corporation beneficially owned by the stockholder.  The                         
Corporation may require any proposed nominee to furnish such                    
other information as may reasonably be required by the                          
Corporation to determine the eligibility of such proposed nominee               
to serve as a Director of the Corporation.  The Chairman of the                 
meeting may refuse to acknowledge the nomination of any person                  
not made in compliance with this section.                                       

ARTICLE IV                

Committees                

SECTION 4.1.Executive Committee.  The Board of Directors, by          
a resolution passed by a vote of a majority of the whole Board,                 
may appoint an Executive Committee of one or more directors,                    
which to the extent permitted by law and in said resolution                     
shall, during the intervals between the meetings of the Board of                
Directors, in all cases where special directions shall not have                 
been given by the Board, have and exercise the powers of the                    
Board of Directors, including those powers enumerated in these                  
Bylaws which are not specifically reserved to the Board of                      
Directors, in the management of the property, business and                      
affairs of the Corporation; provided, however, that the Executive               
Committee shall not have any power or authority to amend the                    
Certificate of Incorporation, to adopt any agreement of merger or               
consolidation, to recommend to the stockholders the sale, lease                 
or exchange of all or substantially all of the Corporation's                    
property and assets, to recommend to the stockholders a                         
dissolution of the Corporation or a revocation of dissolution, to               
amend the Bylaws of the Corporation, to declare a dividend, to                  
authorize the issuance of stock or to adopt a certificate of                    
ownership and merger.  The Executive Committee shall have power                 
to authorize the seal of the Corporation to be affixed to all                   
papers which may require it.  The Board of Directors shall                      
appoint the Chairman of the Executive Committee.  The members of                
the Executive Committee shall receive such compensation and fees                
as from time to time may be fixed by the Board of Directors.                    

SECTION 4.2.Alternates and Vacancies.  The Board of                   
Directors may designate one or more directors as alternate                      
members of the Executive Committee who may replace any absent or                
disqualified member at any meeting of the Executive Committee.                  
In the absence or disqualification of a member of the Executive                 
Committee, the member or members thereof present at any meeting                 
and not disqualified from voting, whether or not he or they                     
constitute a quorum, may unanimously appoint another member of                  
the Board of Directors to act at the meeting in the place of any                
such absent or disqualified member.  All other vacancies in the                 
Executive Committee shall be filled by the Board of Directors in                
the same manner as original appointments to such Committee.                     

SECTION 4.3.Committees to Report to Board.  The Executive             
Committee shall keep regular minutes of its proceedings and all                 
action by the Executive Committee shall be reported to the Board                
of Directors at its meeting next succeeding such action.                        

SECTION 4.4.Procedure.  The Executive Committee shall fix           
its own rules of procedure, and shall meet where and as provided                
by such rules or by resolution of the Board of Directors.  The                  
presence of a majority of the then appointed number of each                     
committee created pursuant to this Article IV shall constitute a                
quorum and in every case an affirmative vote by a majority of the               
members of the committee present and not disqualified from voting               
shall be the act of the committee.                                              

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SECTION 4.5.Other Committees.  From time to time the Board            
of Directors by a resolution adopted by a majority of the whole                 
Board may appoint any other committee or committees for any                     
purpose or purposes, to the extent lawful, which shall have such                
powers as shall be determined and specified by the Board of                     
Directors in the resolution of appointment.                                     

SECTION 4.6.Termination of Committee Membership.  In the              
event any person shall cease to be a director of the Corporation,               
such person shall simultaneously therewith cease to be a member                 
of any committee appointed by the Board of Directors, or any                    
subcommittee thereof.                                                           

ARTICLE V                 

Officers                

SECTION 5.1.Executive Officers.  The executive officers of            
the Corporation may consist of a Chairman of the Board, a                       
President and Chief Executive Officer, one or more Vice                         
Presidents, a Treasurer and a Secretary, all of whom shall be                   
elected annually by the Board of Directors. Unless otherwise                    
provided in the resolution of election, each officer shall hold                 
office until the next annual election of directors and until his                
successor shall have been qualified.  Any two of such offices may               
be held by the same person.                                                     

SECTION 5.2.Subordinate Officers.  The Board of Directors             
may appoint one or more Assistant Secretaries, one or more                      
Assistant Treasurers and such other subordinate officers and                    
agents as it may deem necessary or advisable, for such term as                  
the Board of Directors shall fix in such appointment, who shall                 
have such authority and perform such duties as may from time to                 
time be prescribed by the Board.                                                

SECTION 5.3.Compensation.  The Board of Directors shall have          
the power to fix the compensation of all officers, agents and                   
employees of the Corporation, which power, as to other than                     
elected officers, may be delegated as the Board of Directors                    
shall determine.                                                                

SECTION 5.4.Removal.  All officers, agents and employees of         
the Corporation shall be subject to removal, with or without                    
cause, at any time by affirmative vote of the majority of the                   
whole Board of Directors whenever, in the judgment of the Board                 
of Directors, the best interests of the Corporation will be                     
served thereby.  The power to remove agents and employees, other                
than officers or agents elected or appointed by the Board of                    
Directors, may be delegated as the Board of Directors shall                     
determine.                                                                      

SECTION 5.5.Chairman of the Board.  If a Chairman of the              
Board is elected, he shall be chosen from among the members of                  
the Board of Directors and shall preside at all meetings of the                 
directors and the stockholders of the Corporation.  The Chairman                
of the Board shall, in general, have supervisory power over the                 
Chief Executive Officer and all other officers of the                           
Corporation.                                                                    

SECTION 5.6.The Chief Executive Officer.  The Chief                   
Executive Officer shall be the chief operating officer of the                   
Corporation and shall be responsible for insuring that the                      
President of the Corporation is capable of fulfilling his duties                
to the Corporation and shall perform such other duties as the                   
Board of Directors shall prescribe.                                             

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SECTION 5.7.The President.  The President shall have the              
general powers and duties of supervision and management of the                  
Corporation, shall report directly to the Chief Executive                       
Officer, and shall see that all orders and resolutions of the                   
Board of Directors are carried into effect.  The President shall                
preside at all meetings of the stockholders and directors at                    
which he is present.  The President shall also perform such other               
duties as may from time to time be assigned to him by the Board                 
of Directors.                                                                   

SECTION 5.8.Vice Presidents.  Each Vice President shall               
perform such duties and shall have such authority as from time to               
time may be assigned to him by the Board of Directors or the                    
President.                                                                      

SECTION 5.9.The Treasurer.  The Treasurer shall have the              
general care and custody of all the funds and securities of the                 
Corporation which may come into his hands and shall deposit the                 
same to the credit of the Corporation in such bank or banks or                  
depositaries as from time to time may be designated by the Board                
of Directors or by an officer or officers authorized by the Board               
of Directors to make such designation, and the Treasurer shall                  
pay out and dispose of the same under the direction of the Board                
of Directors.  He shall have general charge of all securities of                
the Corporation and shall in general perform all duties incident                
to the position of Treasurer.                                                   

SECTION 5.10.The Secretary.  The Secretary shall keep the             
minutes of all proceedings of the Board of Directors and the                    
minutes of all meetings of the stockholders and also, unless                    
otherwise directed by such committee, the minutes of each                       
standing committee, in books provided for that purpose, of which                
he shall be the custodian; he shall attend to the giving and                    
serving of all notices for the Corporation; he shall have charge                
of the seal of the Corporation, of the stock certificate books                  
and such other  books and papers as the Board of Directors may                  
direct; and he shall in general perform all the duties incident                 
to the office of Secretary and such other duties as may be                      
assigned to him by the Board of Directors.                                      

SECTION 5.11.Vacancies.  All vacancies among the officers             
for any cause shall be filled only by the Board of Directors.                   

SECTION 5.12.Bonding.  The Board of Directors shall have              
power to require any officer or employee of the Corporation to                  
give bond for the faithful discharge of his duties in such form                 
and with such surety or sureties as the Board of Directors may                  
deem advisable.                                                                 

ARTICLE VI                

Stock                 

SECTION 6.1.Form and Execution of Certificates.  The shares           
of stock of the Corporation shall be represented by certificates                
in such form as shall be approved by the Board of Directors;                    
provided that the Board of Directors of the Corporation may                     
provide by resolution that some or all of any or all classes or                 
series of its stock (other than the Common stock of the                         
Corporation) shall be uncertificated shares.  Any such resolution               
shall not apply to shares represented by a certificate until such               
certificate is surrendered to the Corporation; and,                             
notwithstanding the adoption of such a resolution by the Board of               
Directors, every holder of stock represented by certificates and                
every holder of uncertificated shares shall be entitled to a                    

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certificate or certificates representing his shares upon delivery               
of a written request therefor to the Secretary of the                           
Corporation.   The certificates shall be signed by the President                
or the Vice President and the Treasurer or the Secretary or an                  
Assistant Treasurer or Assistant Secretary, except that where any               
such certificates shall be countersigned by a transfer agent and                
by a registrar, the signatures of any of the officers above                     
specified, and the seal of the Corporation upon such                            
certificates, may be facsimiles, engraved or printed.  In case                  
any officer, transfer agent or registrar  who has signed or whose               
facsimile signature has been placed upon such certificate shall                 
have ceased to be such officer, transfer agent or registrar                     
before such certificate is issued, it may be issued by the                      
Corporation with the same effect as if he were such officer,                    
transfer agent or registrar  at the date of its issue.                          

SECTION 6.2.Regulations.  The Board of Directors may make             
such rules and regulations consistent with any governing statute                
as it may deem expedient concerning the issue, transfer and                     
registration of certificates of stock and concerning certificates               
of stock issued, transferred or registered in lieu or replacement               
of any lost, stolen, destroyed or mutilated certificates of                     
stock.                                                                          

SECTION 6.3.Fixing of Record Date.  For the purpose of              
determining the stockholders entitled to notice of, and to vote                 
at, any meeting of stockholders or any adjournment thereof, or to               
express consent to corporate action in writing without a meeting,               
or for the purpose of determining stockholders entitled to                      
receive payment of any dividend or other distribution or                        
allotment of any rights, or to exercise any rights in respect of                
any change, conversion or exchange of stock, or for the purpose                 
of any other lawful action, the Board of Directors may fix, in                  
advance, a date as the record date for any such determination of                
stockholders, and all persons who are stockholders of record on                 
the date so fixed, and no others, shall be entitled to notice of,               
and to vote at, such meeting or any adjournment thereof, or to                  
express consent to corporate action in writing without a meeting,               
or to receive payment of any dividend or other distribution or                  
allotment of any rights, or to exercise any rights in respect of                
any change, conversion or exchange of stock or to take any other                
lawful action, as the case may be.  Such record date shall not be               
more than sixty (60) days nor less than ten (10) days before the                
date of any such meeting, nor more than sixty (60) days prior to                
any other action, provided that any record date established by                  
the Board of Directors may not precede the date of the resolution               
establishing the record date.  The record date for determining                  
stockholders entitled to consent to corporate actions in writing                
shall not be more than ten (10) days after the date upon which                  
the resolution fixing the record date was adopted.  If no record                
date is established prior to an action undertaken by consent, the               
record date shall be, if no action of the Board of Directors is                 
required, the first date on which a signed written consent                      
setting forth the action taken is delivered to the corporation.                 
If action by the Board of Directors is required, the record date                
shall be the close of business on the day the board adopts the                  
resolution taking the prior action.                                             

Section 6.4.Transfer Agent and Registrar.  The Board of               
Directors may appoint a transfer agent or transfer agents and a                 
registrar or registrars for any or all classes of the capital                   
stock of the Corporation, and may require stock certificates of                 
any or all classes to bear the signature of either or both.                     

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ARTICLE VII                 

Seal                

SECTION 7.1.Seal.  The seal of the Corporation shall be               
circular in form and contain the name of the Corporation, the                   
year of its organization, and the words "CORPORATE SEAL,                        
DELAWARE", which seal shall be in charge of the Secretary to be                 
used as directed by the Board of Directors.                                     

ARTICLE VIII                

Fiscal Year                 

SECTION 8.1.Fiscal Year.  The fiscal year of the Corporation          
shall be the calendar year unless otherwise fixed by resolution                 
of the Board of Directors.                                                      

ARTICLE IX                

Waiver of Notice                

SECTION 9.1.Waiver of Notice.  Any person may waive any               
notice required to be given by law, in the Certificate of                       
Incorporation or under these Bylaws by attendance in person, or                 
by proxy if a stockholder, at any meeting, except when such                     
person attends a meeting for the express purpose of objecting, at               
the beginning of the meeting, to the transaction of any business                
because the meeting is not lawfully called or convened, or by a                 
writing signed by the person or persons entitled to said notice,                
whether before or after the time stated in said notice, which                   
waiver shall be deemed equivalent to such notice.  Neither the                  
business to be transacted at, nor the purpose of, any regular or                
special meeting of the stockholders, directors, or members of a                 
committee appointed by the Board of Directors need be specified                 
in any written waiver of notice.                                                

ARTICLE X                 

Checks, Notes, Drafts, Contracts, Voting of Securities, Etc.                

SECTION 10.1.Checks, Notes, Drafts, Etc.  All checks, notes,          
drafts or other orders for the payment of money of the                          
Corporation shall be signed, endorsed or accepted in the name of                
the Corporation by such officer, officers, person or persons as                 
from time to time may be designated by the Board of Directors or                
by an officer or officers authorized by the Board of Directors to               
make such designation.                                                          

SECTION 10.2.Execution of Contracts, Deeds, Etc.  The Board           
of Directors may authorize any officer or officers, agent or                    
agents, in the name and on behalf of the Corporation, to enter                  
into or execute and deliver any and all deeds, bonds, mortgages,                
contracts and other obligations or instruments, and such                        
authority may be general or confined to specific instances.                     

SECTION 10.3.Provision Regarding Conflicts of Interests.  No          
contract or transaction between the Corporation and one or more                 
of its directors or officers, or between the Corporation and any                
other corporation, partnership, association, or other                           
organization in which one or more of its directors or officers                  
are directors or  officers, or have a financial interest, shall                 
be void or voidable solely for this reason, or solely because the               
director or officer is present at or                                            

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participates in the meeting of the Board of Directors or                        
committee thereof which authorizes the contract or transaction,                 
or solely because his or their votes are counted for such                       
purpose, if:                                                                    

(a)          The material facts as to his relationship      
or interest and as to the contract or transaction are                 
disclosed or are known to the Board of Directors or the               
committee, and the Board or committee in good faith                   
authorizes the contract or transaction by the affirmative             
votes of a majority of the disinterested directors, even              
though the disinterested directors be less than a quorum; or          

(b)          The material facts as to his relationship      
or interest and as to the contract or transaction are                 
disclosed or are known to the shareholders entitled to vote           
thereon, and the contract or transaction is specifically              
approved in good faith by vote of the shareholders; or                

(c)          The contract or transaction is fair as to      
the Corporation as of the time it is authorized, approved or          
ratified by the Board of Directors, a committee thereof, or           
the shareholders.                                                     

Common or interested directors may be counted in determining          
the presence of a quorum at a meeting of the Board of Directors                 
or of a committee which authorizes the contract or transaction.                 

SECTION 10.4.Voting of Securities Owned by the Corporation.           
Subject always to the specific directions of the Board of                       
Directors, any share or shares of stock or other securities                     
issued by any other corporation and owned or controlled by the                  
Corporation may be voted, whether by written consent as set forth               
hereinbelow or  at any meeting of such other corporation, by the                
President of the Corporation, or in the absence of the President,               
by any Vice President of the Corporation who may be present at                  
such meeting or available to sign such written consent.  Whenever               
in the judgment of the  President, or in his absence, of any Vice               
President, it shall be desirable for the Corporation to execute a               
proxy or give a consent with respect to any share or shares of                  
stock or other securities issued by any other corporation and                   
owned by the Corporation, such proxy or consent shall be executed               
in the name of the Corporation by the President or one of the                   
Vice Presidents of the Corporation without necessity of any                     
authorization by the Board of Directors.  Any person or persons                 
so designated as the proxy or proxies of the Corporation shall                  
have full right, power and authority to vote the share or shares                
of stock or other securities issued by such other corporation and               
owned by the Corporation.                                                       

ARTICLE XI                

Indemnification and Insurance                 

SECTION 11.1.Third-Party Actions.  The Corporation shall              
indemnify and hold harmless any person who was or is a party or                 
is threatened to be made a party to any threatened, pending or                  
completed proceeding (other than an action by or in the right of                
the Corporation) by reason of the fact that he or she is or was a               
director or officer of the Corporation, against expenses                        
(including reasonable attorneys' fees), judgments, fines,                       
liabilities, losses and amounts paid in settlement actually and                 
reasonably incurred by him or her in connection with such                       
proceeding if he or she acted in good faith and in a manner he or               
she reasonably believed to be in or not opposed to the best                     
interests of the Corporation and, with respect to any criminal                  
proceeding, had no reasonable cause to believe his or her conduct               
was unlawful. The termination of any proceeding by judgment,                    
order, settlement, conviction or upon a plea of nolo contendere                 
or its equivalent, shall not, of itself, create a presumption                   
that the person did not act in good faith and in a manner he or                 
she reasonably believed to be in,                                               

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or not opposed to, the best interest of the Corporation, and, with              
respect to any criminal proceeding, had reasonable cause to believe             
that his or her conduct was unlawful.                                           

SECTION 11.2.Derivative Actions.  The Corporation shall               
indemnify and hold harmless any person who was or is a party or                 
is threatened to be made a party to any threatened, pending or                  
completed proceeding by or in the right of the Corporation to                   
procure a judgment in its favor by reason of the fact that he or                
she is or was a director or officer of the Corporation, against                 
expenses (including reasonable attorneys' fees) actually and                    
reasonably incurred by him or her in connection with the defense                
or settlement of such proceeding if he or she acted in good faith               
and in a manner he or she reasonably believed to be in or not                   
opposed to the best interests of the Corporation and except that                
no indemnification shall be made in respect of any claim, issue                 
or matter as to which such person shall have been adjudged to be                
liable to the Corporation unless and only to the extent that the                
court in which such proceeding was brought shall determine upon                 
application that, despite the adjudication of liability but in                  
view of all the circumstances of the case, such person is fairly                
and reasonably entitled to indemnity for such expenses that the                 
court shall deem proper.                                                        

SECTION 11.3.Right to Indemnification of Expenses.  To the          
extent that a director or officer of the Corporation has been                   
successful on the merits or otherwise in defense of any                         
proceeding referred to in Sections 11.1 and 11.2 or in defense of               
any claim, issue or matter therein, he or she shall be                          
indemnified against expenses (including reasonable attorneys'                   
fees) actually and reasonably incurred by him or her in                         
connection therewith.                                                           

SECTION 11.4Determination of Indemnification.  Any                    
indemnification under Sections 11.1 and 11.2 (unless ordered by a               
court) shall be made by the Corporation only as authorized in the               
specific case upon a determination that indemnification of the                  
director or officer is proper in the circumstances because he or                
she has meet the applicable standards of conduct set forth in                   
Sections 11.1 and 11.2. Such determination shall be made (A) by                 
the Board of Directors by a majority vote of a quorum consisting                
of directors who were not parties to such action, suit or                       
proceeding, (B) if such a quorum is not obtainable, or, even if                 
obtainable, if a quorum of disinterested directors so directs, by               
independent legal counsel in a written opinion or (C) by the                    
stockholders.                                                                   

SECTION 11.5Expenses of Contested Indemnification Claims.             
If a claim under Section 11.1 or 11.2 is not paid in full by the                
Corporation within thirty (30) days after a written claim has                   
been received by the Corporation, the claimant may at any time                  
thereafter bring suit against the Corporation to recover the                    
unpaid amount of the claim and, if successful in whole or in                    
part, the claimant shall also be entitled to be paid the expenses               
of prosecuting such claim.                                                      

SECTION 11.6Advancement of Expenses.  Expenses (including             
reasonable attorneys' fees) incurred by a director or officer in                
defending any proceeding or prosecuting a claim under Section                   
11.5 shall be paid by the Corporation in advance of the final                   
disposition of such proceeding or suit upon receipt of a written                
affirmation by the director or officer of his or her                            

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good faith belief that he or she has met the standard of conduct                
necessary for indemnification and a written undertaking by or on                
behalf of the director or officer to repay such amount if it                    
shall ultimately be determined that he or she is not entitled to                
be indemnified by the Corporation as authorized in this Article.                

SECTION 11.7Indemnification Not Exclusive.  The                       
indemnification and advancement of expenses provided by, or                     
granted pursuant to, this Article shall not be deemed exclusive                 
of any other rights to which those seeking indemnification or                   
advancement of expenses may be entitled under the Certificate of                
Incorporation, any other bylaw, agreement, vote of stockholders                 
or disinterested directors or otherwise, both as to action in his               
or her official capacity and as to action in another capacity                   
while holding such office.                                                      

SECTION 11.8Survival of Indemnification and Advancement of            
Expenses.  The indemnification and advancement of expenses                      
provided by, or granted pursuant to, this Article shall, unless                 
otherwise provided when authorized or ratified, continue as to a                
person who has ceased to be a director or officer and shall inure               
to the benefit of the heirs, executors and administrators of such               
person.                                                                         

SECTION 11.9Employees, Agents and Others.  The Corporation            
may, to the fullest extent of the provisions of this Article with               
respect to directors and officers and to the extent authorized                  
from time to time by the Board of Directors, grant rights of                    
indemnification and advancement of expenses to any employee or                  
agent of the Corporation or any other person who is or was                      
serving at the request of the Corporation as a director, officer,               
employee or agent of another corporation, partnership, joint                    
venture, trust or other enterprise.                                             

SECTION 11.10Contract Right.  Each of the rights of                   
indemnification and advancement of expenses provided by, or                     
granted pursuant to, this Article shall be a contract right and                 
any repeal or amendment of the provisions of this Article shall                 
not adversely affect any such right of any person existing at the               
time of such repeal or amendment with respect to any act or                     
omission occurring prior to the time of such repeal or amendment,               
and further, shall not apply to any proceeding, irrespective of                 
when the proceeding is initiated, arising from the service of                   
such person prior to such repeal or amendment.                                  

SECTION 11.11Insurance.  The Corporation shall have power to          
purchase and maintain insurance on behalf of any person who is or               
was a director, officer, employee or agent of the Corporation or                
is or was serving at the request of the Corporation as a                        
director, officer, employee or agent of another corporation,                    
partnership, joint venture, trust or other enterprise against any               
liability asserted against him or her and incurred by him or her                
in any such capacity, or arising out of his or her status as                    
such, whether or not the Corporation would have the power to                    
indemnify him or her against such liability under the provisions                
of this Article.                                                                

SECTION 11.12Certain References Under Article XI.  For                
purposes of this Article, the following references shall have the               
following meanings:                                                             

(A)    "the Corporation" shall include, in                  
addition to the resulting corporation, any constituent                          
corporation (including any constituent of a constituent) absorbed               
in a consolidation or merger that, if its separate existence had                
continued, would have had power and authority to indemnify its                  
directors, officers, employees or agents so that any person who                 
is or                                                                           

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was a director, officer, employee or agent of such constituent                  
corporation, or is or was serving at the request of such                        
constituent corporation as a director, officer, employee or agent               
of another corporation, partnership, joint venture, trust or                    
other enterprise shall stand in the same position under the                     
provisions of this Article with respect to the resulting or                     
surviving corporation as he or she would have with respect to                   
such constituent corporation if its separate existence had                      
continued;                                                                      

(B)    "fines" shall include any excise taxes               
assessed on a person with respect to an employee benefit plan;                  

(C)    a person who acted in good faith and in a            
manner he or she reasonably believed to be in the best interest                 
of the participants and beneficiaries of an employee benefit plan               
shall be deemed to have acted in a manner "not opposed to the                   
best interests of the corporation;"                                             

(D)    "other enterprises" shall include employee           
benefit plans;                                                                  

(E)    "proceeding" shall include any pending or            
completed action, suit or proceeding, whether formal or informal                
or civil, criminal, administrative, arbitrative or investigative,               
any appeal in such an action, suit or proceeding, and any inquiry               
or investigation that could lead to such an action, suit or                     
proceeding;                                                                     

(F)    "serving at the request of the                       
Corporation" shall include any service as a director, officer,                  
employee or agent of the Corporation that imposes duties on, or                 
involves services by, such director, officer, employee or agent                 
with respect to an employee benefit plan, its participants or                   
beneficiaries.                                                                  

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                                     Exhibit C

COMPARISON OF TEXAS AND DELAWARE CORPORATION LAW                

After the reincorporation, the shareholders of ASD Systems,           
Inc., a Texas corporation d/b/a Ascendant Solutions ("Ascendant-                
Texas"), will become stockholders of Ascendant Solutions, Inc., a               
Delaware corporation ("Ascendant-Delaware"). Some of the                        
differences between the Texas and Delaware corporation laws, as                 
well as differences between the charter ("Texas Articles") and                  
bylaws ("Texas Bylaws") of Ascendant-Texas and the charter                      
("Delaware Certificate") and bylaws ("Delaware Bylaws") of                      
Ascendant-Delaware are set forth below. This description of                     
differences is a summary only and does not purport to be a                      
complete description of all differences.                                        

Right of Shareholders to Vote on Certain Mergers                                

Under Texas law, shareholders have the right to vote on all           
mergers to which the corporation is a party (except for the                     
merger into the surviving corporation of subsidiaries owned 90%                 
or more by the surviving corporation, for which a shareholder                   
vote also is not required under Delaware law). In certain                       
circumstances, different classes of securities may be entitled to               
vote separately as classes with respect to such transactions.                   
Unless the articles of incorporation provide otherwise, approval                
of the holders of at least two-thirds of all outstanding shares                 
entitled to vote is required by Texas law to approve a merger,                  
while under Delaware law, approval by the holders of a majority                 
of all outstanding shares is required to approve a merger, unless               
the certificate of incorporation provides otherwise. Unless the                 
articles of incorporation provide otherwise, the approval of the                
shareholders of the corporation in a merger is not required under               
Texas law if (1) the corporation is the sole surviving                          
corporation in the merger; (2) there is no amendment to the                     
corporation's articles of incorporation; (3) each shareholder                   
holds the same number of shares after the merger as before, with                
identical designations, preferences, limitations and relative                   
rights; (4) the voting power of the shares outstanding after the                
merger plus the voting power of the shares issuable as a result                 
of the merger (taking into account convertible securities and                   
warrants, options or other rights to purchase securities issued                 
pursuant to the merger) does not exceed the voting power of the                 
shares outstanding prior to the merger by more than 20%; (5) the                
number of participating shares (that is, shares whose holders are               
entitled to participate without limitation in dividends or other                
distributions) outstanding after the merger plus the                            
participating shares issuable as a result of the merger (taking                 
into account convertible securities and warrants, options or                    
other rights to purchase securities issued pursuant to the                      
merger) does not exceed the number of participating shares                      
outstanding prior to the merger by more than 20%; and (6) the                   
board of directors of the corporation adopts a resolution                       
approving the plan of merger. Under Delaware law, unless the                    
certificate of incorporation provides otherwise, stockholders of                
the surviving corporation in a merger have no right to vote,                    
except under limited circumstances, on the acquisition by merger                
directly into the surviving corporation in cases where (1) the                  
agreement of merger does not amend in any respect the certificate               
of incorporation of such corporation; (2) each share of stock of                
such corporation outstanding immediately prior to the effective                 
date of the merger is to be an identical outstanding or treasury                
share of the corporation after the effective date of the merger;                
and (3) either no shares of common stock of the surviving                       
corporation, and no shares, securities or obligations convertible               
into such stock are to be issued or delivered under the plan of                 
merger, or the authorized unissued shares or the treasury shares                
of common stock of the surviving corporation to be issued or                    
delivered under the plan of merger plus those initially issuable                
upon conversion of any other shares, securities or obligations to               
be issued or delivered under such plan do not exceed 20% of the                 
shares of common stock of such corporation outstanding                          
immediately prior to the effective date of the merger. The Texas                
Articles and the Delaware Certificate do not alter the statutory                
rules described above.                                                          

Sales, Leases, Exchanges or Other Dispositions                                  

The sale, lease, exchange or other disposition (not                   
including any pledge, mortgage, deed of trust or trust indenture,               
unless otherwise provided in the articles of incorporation) of                  
all, or substantially all, of the property and assets of a Texas                
corporation, if not made in the usual and regular course of its                 
business, requires the approval of the holders of at least two-                 
thirds of the outstanding shares of the corporation. Under Texas                
law, a transaction shall be in the usual and regular course of                  
business if the corporation shall, directly or indirectly,                      
continue to engage in one or                                                    

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more businesses or apply a portion of the consideration received                
in connection with the transaction to the conduct of the business               
in which it engages following the transaction. A Delaware                       
corporation may sell, lease or exchange all or substantially all                
of its property and assets when and as authorized by a majority                 
of the outstanding stock of the corporation entitled to vote                    
thereon, unless the certificate of incorporation provides to the                
contrary.  The Delaware Certificate does not provide to the                     
contrary.                                                                       

Appraisal Rights                                                                

Except for the limited classes of mergers, share exchanges,           
sales and asset dispositions for which no shareholder approval is               
required under Texas law, and as set forth hereunder,                           
shareholders of Texas corporations have appraisal rights in the                 
event of a merger, share exchange, sale, lease, exchange or other               
disposition of all, or substantially all, the property and assets               
of the corporation if special authorization of the shareholders                 
is required by Texas law. Notwithstanding the foregoing, a                      
shareholder of a Texas corporation has no appraisal rights with                 
respect to any plan of merger in which there is a single                        
surviving or new domestic or foreign corporation, or with respect               
to any plan of exchange, if (1) the shares held by the                          
shareholder are part of a class of shares which are (a) listed on               
a national securities exchange, (b) listed on The Nasdaq Stock                  
Market (or successor quotation system) or designated as a                       
national market security on an interdealer quotation system by                  
the National Association of Securities Dealers, Inc. ("NASD") or                
successor entity or (c) are held of record by not less than 2,000               
holders, on the record date for the plan of merger or the plan of               
exchange; and (2) the shareholder is not required by the terms of               
the plan of merger or exchange to accept for his shares any                     
consideration that is different than the consideration (other                   
than cash in lieu of fractional shares that the shareholder would               
otherwise be entitled to receive) to be provided to any holder of               
shares of the same class or series; (3) the shareholder is not                  
required by the terms of the plan of merger or exchange to accept               
any consideration other than (a) shares of a corporation that,                  
immediately after the merger or exchange, will be part of a class               
or series of shares which are (i) listed, or authorized for                     
listing upon official notice of issuance, on a national                         
securities exchange, (ii) approved for quotation as a national                  
market security on an interdealer quotation system by the NASD or               
successor entity, or (iii) held of record by not less than 2,000                
holders, and (b) cash in lieu of fractional shares otherwise                    
entitled to be received or (c) any combination of (a) and (b).                  
Stockholders of a Delaware corporation have no appraisal rights                 
in the event of a merger or consolidation of the corporation if                 
the stock of the Delaware corporation is listed on a national                   
securities exchange or designated as a national market system                   
security on an interdealer quotation system by the NASD, or such                
stock is held of record by more than 2,000 shareholders, or in                  
the case of a merger in which a Delaware corporation is the                     
surviving corporation, if: (1) the agreement of merger does not                 
amend the certificate of incorporation of the surviving                         
corporation; (2) each share of stock of the surviving corporation               
outstanding immediately prior to the effective date of the merger               
is to be an identical outstanding share of the surviving                        
corporation after the effective date of the merger; and (3) the                 
increase in the outstanding shares as a result of the merger does               
not exceed 20% of the shares of the surviving corporation                       
outstanding immediately prior to the merger. Even if appraisal                  
rights would not otherwise be available under Delaware law in the               
cases described in the preceding sentence, stockholders would                   
have appraisal rights nevertheless if they are required by the                  
terms of the agreement of merger or consolidation to accept for                 
their stock anything other than (1) shares of stock (a) of the                  
surviving corporation, (b) of any other corporation whose shares                
will be either listed on a national securities exchange or                      
designated as a national market system security on an interdealer               
quotation system by the National Association of Securities                      
Dealers, Inc., or (c) held of record by more than 2,000                         
stockholders; (2) cash in lieu of fractional shares; or (3) a                   
combination of such shares and cash. Otherwise, stockholders of a               
Delaware corporation have appraisal rights in consolidations and                
mergers. Under Delaware law, any corporation may provide in its                 
certificate of incorporation that appraisal rights will also be                 
available as a result of an amendment to its certificate of                     
incorporation or the sale of all or substantially all of the                    
assets of the corporation. Ascendant-Delaware currently has no                  
such provisions in the Delaware Certificate.                                    

Shareholder Consent to Action Without a Meeting                                 

Under Texas law, any action required by Texas law to be               
taken at an annual or special meeting of the shareholders may be                
taken without a meeting if written consent thereto is signed by                 
all the holders of shares entitled to vote thereon. Texas law                   
permits the charter of a Texas corporation to provide that action               
by written consent in lieu of a meeting may be taken by the                     
holders of that number of shares which, under Texas law and the                 
charter, would be required to take the action which is the                      
subject of the consent at a meeting at which the holders of all                 

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shares entitled to vote thereon were present and voted. The Texas               
Articles do not provide for the shareholders of Ascendant-Texas                 
to act by written consent except upon the consent in writing                    
signed by the holders of all shares entitled to vote with respect               
to such action. Under Delaware law, unless otherwise provided in                
the certificate of incorporation, any action that can be taken at               
a stockholder meeting can be taken without a meeting if written                 
consent thereto is signed by the holders of outstanding stock                   
having the minimum number of votes necessary to authorize or take               
such action at a meeting of the stockholders. The Delaware                      
Certificate provides that no action required to be taken or which               
may be taken at any annual or special meeting of stockholders may               
be taken without a meeting, and the power of stockholders to                    
consent in writing, without a meeting, to the taking of any                     
action is specifically denied.                                                  

Procedures For Filling Vacant Directorships                                     

Under Texas law, any vacancy occurring in the board of                
directors may be filled by the shareholders or by the affirmative               
vote of a majority of the remaining directors, although less than               
a quorum. The Texas Bylaws provide that if a vacancy occurring in               
the Board of Directors will be filled by the remaining directors,               
it shall be filled by the affirmative vote of 60% of the remaining              
directors.  A directorship to be filled by reason of an increase                
in the number of directors may be filled by the shareholders or                 
by the board of directors for a term of office continuing only                  
until the next election of one or more directors by the shareholders,           
provided that the board of directors may not fill more than two such .          
directorships during the period between any two successive annual               
meetings of shareholders. Under Delaware law, unless the certificate            
of incorporation or bylaws provide otherwise, vacancies and newly               
created directorships resulting from any increase in the authorized             
number of directors may be filled by a majority of the directors                
then in office, although less than a quorum. The Delaware Certificate           
and Delaware Bylaws do not provide otherwise.                                   

Right to Call Meetings                                                          

Under Texas law, holders of not less than 10% of all of the           
shares entitled to vote have the right to call a special                        
shareholders' meeting, unless the articles of incorporation                     
provide for a number of shares greater than or less than 10%, in                
which event, special meetings of the shareholders may be called                 
by the holders of at least the percentage of shares so specified                
in the articles of incorporation, but in no event may the                       
articles of incorporation provide for a number of shares greater                
than 50% that would be required to call a special meeting.  The                 
Texas Articles provide that a special meeting of the shareholders               
may only be called by the President, Chief Executive Officer, or                
Board of Directors or such other person as may be authorized by                 
the Texas Bylaws or by the holders of not less than 25% of all                  
shares entitled to vote at such meeting.  Delaware law provides                 
that special meetings of the stockholders may be called by the                  
board of directors or such other persons as are authorized in the               
certificate of incorporation or bylaws. The Delaware Bylaws                     
eliminate any authority for the stockholders of  Ascendant-                     
Delaware to call special meetings for any reason.                               

Charter Amendments                                                              

Under Texas law, an amendment to the articles of                      
incorporation requires the approval of the holders of at least                  
two-thirds of the outstanding shares of the corporation, unless                 
any class or series is entitled to vote thereon as a class, in                  
which event the proposed amendment shall be adopted upon                        
receiving the affirmative vote of the holders of at least two                   
thirds of the shares within each class or series entitled to vote               
thereon as a class and at least two thirds of the total                         
outstanding shares entitled to vote thereon. Shares of a class                  
are entitled to vote, whether or not entitled to vote thereon by                
the articles of incorporation, if the amendment would:  (1)                     
increase or decrease the aggregate number of authorized shares of               
such class or series; (2) increase or decrease the par value of                 
the shares of such class; (3) effect an exchange,                               
reclassification or cancellation of all or part of the shares of                
such series; (4) effect an exchange, or create a right of                       
exchange of all or part of the shares of such class or series;                  
(5) change the designations, preferences, limitations or relative               
rights of such class or series; (6) change the shares of such                   
class or series into the same or a different number of shares of                
the same class or another class or series; (7) create a new class               
or series of shares having rights and preferences equal, prior or               
superior to the shares of such class or series, or increase the                 
rights and preferences of any class or series having rights and                 
preferences equal, prior or superior to the shares of such class                
or series, or increase the rights and preferences of any class or               
series having rights or preferences later or inferior to the                    
shares of such class or series in such a manner as to become                    
equal, prior or superior to the shares of such class or series;                 
(8) divide the shares of such class into series; (9) limit or                   
change the                                                                      

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existing preemptive rights of the shares of such class or series;               
(10) cancel or otherwise affect dividends on the shares of such                 
class or series which had accrued but had not been declared; or                 
(11) include or delete any provision required or permitted as to                
close corporations.                                                             

Delaware law provides that amendments to the certificate of           
incorporation must be approved by the holders of a majority of                  
the corporation's stock entitled to vote thereon, unless the                    
certificate of incorporation provides for a greater number, and                 
that holders of the outstanding shares of a class shall be                      
entitled to vote as a class upon a proposed amendment, whether or               
not entitled to vote by the certificate of incorporation, if the                
amendment would increase or decrease the aggregate number of                    
authorized shares of such class, increase or decrease the par                   
value of the shares of such class, or alter or change the powers,               
preferences, or special rights of the shares of such class so as                
to affect them adversely. The Delaware Certificate provides that                
the affirmative vote of at least 66-2/3% of the outstanding                     
shares of common stock of Ascendant-Delaware shall be required to               
amend or repeal the following provisions of the Delaware                        
Certificate:  (i) classification of the board of directors, (ii)                
indemnification of officers and directors of Ascendant-Delaware                 
to the fullest extent permitted by Delaware law and (iii) no                    
action may be taken by stockholders without a meeting and the                   
power of stockholders to consent in writing without a meeting to                
the taking of any action is denied.                                             

Bylaw Amendments                                                                

Under Texas law, the Board of Directors may amend, repeal or          
adopt a corporation's bylaws unless the articles of incorporation               
reserve this power exclusively to the shareholders, or the                      
shareholders in amending, repealing or adopting a particular                    
bylaw expressly provide that the Board of Directors may not amend               
or repeal that bylaw. The Texas Articles provide that the power                 
to amend or repeal the Texas Bylaws and to adopt new bylaws is                  
reserved exclusively to the Board of Directors. Under Delaware                  
law, the right to amend, repeal or adopt the bylaws is permitted                
to the stockholders of the corporation and the corporation's                    
Board of Directors, if the corporation's certificate of                         
incorporation so provides. The Delaware Certificate provides that               
the Delaware Bylaws may be amended, repealed or adopted by the                  
Board of Directors. Under Delaware law, the power to amend,                     
repeal or adopt the bylaws so conferred upon the Board of                       
Directors of Ascendant-Delaware will not divest its stockholders                
of the power, or limit their power, to amend, repeal or adopt                   
such bylaws.                                                                    

Class Voting                                                                    

Under Texas law, class voting is required in connection with          
certain amendments of a corporation's articles of incorporation                 
(see "Charter Amendments"), a merger or consolidation requiring                 
shareholder approval if the plan of merger or consolidation                     
contains any provision which, if contained in a proposed                        
amendment to a corporation's articles of incorporation, would                   
require class voting or certain sales of all or substantially all               
of the assets of a corporation. In contrast, under Delaware law                 
class voting is not required in connection with such matters,                   
except in the case of an amendment of a corporation's certificate               
of incorporation which increases or decreases the authorized                    
shares of a class, increases or decreases the par value of the                  
shares of a class or adversely affects a class of shares.                       

Removal of Directors                                                            

A Texas corporation may provide for the removal of a                  
director with or without cause in its charter or bylaws.  The                   
Texas Bylaws currently provide that directors may be removed,                   
with or without cause, by the vote of a majority of the shares                  
entitled to vote thereon. Under Delaware law, a majority of                     
stockholders may remove a director with or without cause except                 
(i) if the board of directors of a Delaware corporation is                      
classified (i.e. elected for staggered terms), in which case a                  
director may only be removed for cause, unless the corporation's                
certificate of incorporation provides otherwise and (ii) in the                 
case of a corporation which possesses cumulative voting, if less                
than the entire board is to be removed, no director may be                      
removed without cause if the votes cast against his removal would               
be sufficient to elect him if then cumulatively voted at an                     
election of the entire board of directors, or, if there be                      
classes of directors, at an election of the class of directors of               
which he is a part. The Delaware Certificate provides for a                     
classified Board of Directors and does not provide for removal of               
a director other than for cause. The Delaware Certificate does                  
not provide for cumulative voting. The Delaware Bylaws provide                  
that a director may be removed by the affirmative vote of the                   
holders of a majority of the then outstanding shares of common                  
stock only                                                                      

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for cause.                                                                      

Distributions and Dividends                                                     

Under Texas law, a distribution is defined as a transfer of           
money or other property (except a corporation's shares or rights                
to acquire its shares), or an issuance of indebtedness, by a                    
corporation to its shareholders in the form of (i) a dividend on                
any class or series of the corporation's outstanding shares; (ii)               
a purchase, redemption or other acquisition by the corporation,                 
directly or indirectly, of its shares; or (iii) a payment in                    
liquidation of all or a portion of its assets. Under Texas law, a               
corporation may make a distribution, subject to restrictions in                 
its charter, if it does not render the corporation unable to pay                
its debts as they become due in the course of its business, and                 
if it does not exceed the corporation's surplus. Surplus is                     
defined under Texas law as the excess of net assets (essentially,               
the amount by which total assets exceed total debts) over stated                
capital (the aggregate par value of the issued shares having a                  
par value plus consideration paid for shares without par value                  
that have been issued), as such stated capital may be adjusted by               
the board. This limitation does not apply to distributions                      
involving a purchase or redemption of shares to eliminate                       
fractional shares, collect or compromise indebtedness, pay                      
dissenting shareholders or effect the purchase or redemption of                 
redeemable shares if net assets equal or exceed the proposed                    
distribution.                                                                   

Under Delaware law, a corporation may, subject to any                 
restrictions contained in its certificate of incorporation, pay                 
dividends out of surplus and, if there is not surplus, out of net               
profits for the current and/or the preceding fiscal year, unless                
the net assets of the corporation are less than the capital                     
represented by issued and outstanding stock having a preferences                
on asset distributions. Surplus is defined under Delaware law as                
the excess of the net assets (essentially, the amount by which                  
total assets exceed total liabilities) over capital (essentially,               
the aggregate par value of the shares of the corporation having a               
par value that have been issued plus consideration paid for                     
shares without par value that have been issued), as such capital                
may be adjusted by the board.                                                   

Stock Redemption and Repurchase                                                 

As noted above, under Texas law, the purchase or redemption           
by a corporation of its shares constitutes a distribution.                      
Accordingly, the discussion above relating to distributions is                  
applicable to stock redemptions and repurchases. Under Delaware                 
law, a corporation may purchase or redeem shares of any class                   
except when its capital is impaired or would be impaired by such                
purchase or redemption. A corporation may, however, purchase or                 
redeem out of capital shares that are entitled upon any                         
distribution of its assets to a preference over another class or                
series of its stock, or, if no shares entitled to such a                        
preference are outstanding, any of its own shares, if such shares               
are to be retired and the capital reduced.                                      

Indemnification of Directors and Officers                                       

Texas and Delaware law have different provisions and                  
limitations regarding indemnification by a corporation of its                   
officers, directors, employees and agents. The following is a                   
summary comparison of the indemnification provisions of Texas and               
Delaware law:                                                                   

Scope                                                                           

Under Texas law, a corporation is permitted to provide                
indemnification or advancement of expenses, by articles of                      
incorporation or bylaw provision, resolution of the shareholders                
or directors, agreement, or otherwise, against judgments,                       
penalties, fines, settlements and reasonable expenses actually                  
incurred by a person who was, is, or is threatened to be made a                 
named defendant or respondent in a proceeding because the person                
is or was a director if it is determined that the person (1)                    
conducted himself in good faith; (2) reasonably believed that (a)               
in the case of conduct in his official capacity as a director of                
the corporation that his conduct was in the corporation's best                  
interest and (b) in all other cases, that his conduct was at                    
least not opposed to the corporation's best interest; and (3) in                
the case of any criminal proceeding, had no reasonable cause to                 
believe his conduct was unlawful. However, if the person is found               
liable to the corporation, or if the person is found liable on                  
the basis he received an improper personal benefit,                             
indemnification under Texas law is limited to the reimbursement                 
of reasonable expenses and no indemnification will be available                 
if the person is found liable for willful or intentional                        
misconduct.                                                                     

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Delaware law permits a corporation to indemnify directors,            
officers, employees, or agents against judgments, fines, amounts                
paid in settlement, and reasonable costs, expenses and counsel                  
fees paid or incurred in connection with any proceeding, other                  
than an action by or in the right of the corporation, to which                  
such director, officer, employee or agent may be a party,                       
provided such a director, officer, employee or agent shall have                 
acted in good faith and shall have reasonably believed (1) in the               
case of a civil proceeding, that his conduct was in or not                      
opposed to the best interests of the corporation; or (2) in the                 
case of a criminal proceeding, that he had no reasonable cause to               
believe his conduct was unlawful. In connection with an action by               
or in the right of the corporation against a director, officer,                 
employee or agent, the corporation has the power to indemnify                   
such director, officer, employee or agent for reasonable expenses               
incurred in connection with such suit (1) if such person acted in               
good faith and in a manner not opposed to the best interests of                 
the corporation; and (2) if found liable to the corporation, only               
if ordered by a court of law. Delaware law provides that the                    
statutorily permitted indemnification rights are not exclusive of               
any other indemnification rights which may be granted by a                      
corporation to its directors, officers, employees or agents. The                
Delaware Certificate provides for mandatory indemnification of                  
directors and officers to the fullest extent permitted by                       
Delaware law. The Texas Articles also provide for mandatory                     
indemnification of directors and officers to the fullest extent                 
permitted by Texas law.                                                         

Advancement of Expenses                                                         

Under Texas law, expenses, including reasonable court costs           
and attorneys' fees, incurred by a director who was, is, or is                  
threatened to be made a named defendant or respondent in a                      
proceeding because the person is or was a director of such                      
corporation may be paid or reimbursed by the corporation in                     
advance of the final disposition of the proceeding after the                    
corporation receives (i) a written affirmation by the director of               
his good faith belief that he has met the standard of conduct                   
necessary for indemnification under Texas law and (ii) a written                
undertaking by or on behalf of the director to repay the amount                 
paid or reimbursed if it is ultimately determined that he has not               
met those requirements or if it is ultimately determined that                   
indemnification for such expenses is prohibited under Texas law.                
The Texas Articles provide for advancement of expenses to the                   
fullest extent permitted by Texas law.                                          

Delaware law provides for the advancement of expenses for             
such proceedings upon receipt of a similar undertaking, such                    
undertaking, however, need not be in writing. Delaware law does                 
not require that such director give an affirmation regarding his                
conduct in order to receive an advance of expenses. The Delaware                
Bylaws provide for the advancement of expenses to the fullest                   
extent permitted by Delaware law.                                               

Procedure for Indemnification                                                   

Texas law provides that a determination that indemnification          
is appropriate shall be made (1) by a majority vote of a quorum                 
consisting of directors who, at the time of the vote, are not                   
named defendants or respondents to the proceeding; (2) if such a                
quorum cannot be obtained, by a majority vote of a special                      
committee of the board of directors consisting solely of two or                 
more directors, who at the time of the vote, are not named                      
defendants or respondents to the proceeding; (3) by special legal               
counsel appointed by the board or a special committee by vote as                
set forth in (1) or (2) or, if such a quorum cannot be obtained                 
and such committee cannot be established, by a majority vote of                 
all directors; or (4) by vote of all shareholders, but                          
excluding from the vote those shares held by directors who, at                  
the time of the vote, are named defendants or respondents to the                
proceeding.                                                                     

Similar to Texas law, Delaware law provides that a                    
determination that indemnification is appropriate shall be made                 
(1) by a majority vote of directors who are not party to the                    
proceeding, even though less than a quorum; (2) if there are no                 
such directors or if such directors so direct, by independent                   
legal counsel in a written opinion; or (3) by stockholder vote.                 

Mandatory Indemnification                                                       

Under Texas law, indemnification by the corporation is                
mandatory only if the director is wholly successful on the merits               
or otherwise, in the defense of the proceeding.                                 

Delaware law requires indemnification with respect to any             
claim, issue or matter on which the director is                                 

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successful on the merits or otherwise, in the defense of the                    
proceeding.                                                                     

Insurance                                                                       

Texas and Delaware law both allow a corporation to purchase           
and maintain insurance on behalf of any person who is or was a                  
director, officer, employee or agent of the corporation or any                  
person who is or was serving at the request of the corporation as               
a director, officer, employee or agent of another corporation or                
enterprise against any liability asserted against such person and               
incurred by such person in such a capacity or arising out of his                
status as such a person, whether or not the corporation would                   
otherwise have the power to indemnify him against that liability.               
Under Texas law, a corporation may also establish and maintain                  
arrangements, other than insurance, to protect these individuals,               
including a trust fund or surety arrangement.                                   

Persons Covered                                                                 

Texas law expressly and separately addresses the                      
indemnification of officers, employees and agents. The                          
protections afforded to these persons under Texas law resemble                  
those provided to directors. Delaware law provides the same                     
indemnification rights to officers, employees and agents as it                  
provides for directors.                                                         

Standard of Care                                                                

The standard of care required under Texas and Delaware law            
is substantially the same. In general, directors are charged with               
the duty in their decision-making process and oversight                         
responsibilities to act as would a reasonably prudent person in                 
the conduct of such person's own affairs.                                       

Continuity of Indemnification                                                   

Texas  law  does  not  contain a  provision  that  expressly          
provides indemnification after a directorship has terminated  for               
acts  or  omissions  which took place prior to such  termination.               
Delaware  law  on  the other hand does contain a provision  which               
expressly  provides that the statutory indemnification provisions               
(1) apply to a director after the termination of the directorship               
with respect to acts performed while a director; and (2) inure to               
the  benefit  of the estate and personal representatives  of  the               
director.                                                                       

Shareholder Report                                                              

Texas law requires a written report to the shareholders upon          
indemnification or advancement of expense. Delaware law does  not               
have a similar reporting requirement.                                           

Limited Liability of Directors                                                  

Texas  law permits a corporation to eliminate in its charter          
all  monetary liability of a director to the corporation  or  its               
shareholders  for conduct in the performance of  such  director's               
duties. However, Texas law does not permit any limitation of  the               
liability of a director for (1) breaching the duty of loyalty  to               
the  corporation or its shareholders; (2) failing to act in  good               
faith;  (3)  engaging  in  intentional  misconduct  or  a   known               
violation  of law; (4) engaging in a transaction from  which  the               
director   receives  an  improper  benefit;  or   (5)   violating               
applicable statutes which expressly provide for the liability  of               
a director.                                                                     

Delaware  law  similarly permits the adoption of  a  charter          
provision  limiting or eliminating the monetary  liability  of  a               
director  to  a corporation or its stockholders by  reason  of  a               
director's  breach  of the fiduciary duty of care.  Delaware  law               
does not permit any limitation of the liability of a director for               
(1)  breaching  the  duty of loyalty to the  corporation  or  its               
stockholders; (2) failing to act in good faith; (3)  engaging  in               
intentional misconduct or a known violation of law; (4) obtaining               
an  improper  personal  benefit  from  the  corporation;  or  (5)               
declaring  an  improper dividend or approving  an  illegal  stock               
purchase or redemption.                                                         

The   Texas  Articles  and  the  Delaware  Certificate  both          
eliminate the monetary liability of a director to the                           

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fullest extent permitted by applicable law.                                     

Business Combinations                                                           

The Texas Business Combination Law (the "TBCL") prohibits an          
issuing   public  corporation1  from,  directly  or   indirectly,               
entering into, or engaging in, certain business combinations with               
any  person  who is the beneficial owner of 20% or  more  of  the               
outstanding  voting securities of the issuing public corporation,               
or  any  affiliate or associate of such person, during the three-               
year  period immediately following the date on which such  person               
was  deemed  to  beneficially own at  least  20%  of  the  voting               
securities unless:                                                              

(1)the  business combination, or the purchase or acquisition          
of shares made by such person to become a 20% holder, is approved               
by the board of directors of the issuing public corporation prior               
to  the  date such person is deemed to beneficially own at  least               
20%  of  the outstanding voting securities of the issuing  public               
corporation; or                                                                 

(2)the  business combination is approved, by the affirmative          
vote  of  the  holders of at least two-thirds of the  outstanding               
voting  shares of the issuing public corporation not beneficially               
owned  by such person, or an affiliate or associate, at a meeting               
of  the shareholders, and not by written consent, duly called for               
that  purpose not less than six months after the date such person               
is  deemed  to  beneficially own at least 20% of the  outstanding               
voting securities of the issuing public corporation.                            

As   a  Delaware  corporation,  Ascendant-Delaware  will  be          
subject  to the provisions of Section 203 of the Delaware General               
Corporation  Law (the "Delaware Business Combinations  Statute").               
The  Delaware  Business  Combinations Statute  prohibits  certain               
transactions  between a Delaware corporation and  an  "interested               
stockholder," which is broadly defined as a person (including the               
affiliates  and  associates of such person) that is  directly  or               
indirectly a beneficial owner of 15% or more of the voting  power               
of  the outstanding voting stock of a Delaware corporation.  This               
provision   prohibits  certain  business  combinations   (defined               
broadly  to  include  mergers,  consolidations,  sales  or  other               
dispositions of assets having an aggregate market value of 10% or               
more  of either the consolidated assets or the outstanding  stock               
of such Delaware corporation, and certain transactions that would               
increase  the  interested stockholder's  proportionate  share  of               
ownership  in  such Delaware corporation or grant the  interested               
stockholder  disproportionate  financial  benefits)  between   an               
interested stockholder and such Delaware corporation for a period               
of three years after the date the interested stockholder acquired               
its stock, unless (i) the business combination or the transaction               
in  which  the  stockholder became an interested  stockholder  is               
approved by such Delaware corporation's board of directors  prior               
to  the  date  the interested stockholder becomes  an  interested               
stockholder,  (ii) the interested stockholder acquired  at  least               
85%  of  the  voting  stock of such Delaware corporation  in  the               
transaction in which it became an interested stockholder, or          
(iii)  the business combination is approved by a majority of  the               
board of directors and the affirmative vote of two-thirds of  the               
votes  entitled  to be cast by disinterested stockholders  at  an               
annual or special meeting.                                                      

____________________________                                                    
(1)  An "issuing public corporation" is a domestic corporation                  
that has (a) 100 or more shareholders, (b) any class or series        
of its voting shares, i.e. shares of capital stock entitled to        
vote in the election of directors, registered under the               
Securities Exchange Act of 1934, as amended, or similar               
successor statute, or (c)  any class or series of its voting          
shares qualified for trading in a national market system.             

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                                         EXHIBIT D

ASCENDANT SOLUTIONS               

1999 LONG TERM INCENTIVE PLAN,                

as amended                

Adopted Effective:  May 12, 1999                

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TABLE OF CONTENTS               
ARTICLE I PURPOSE OF PLAN...................................... 1               
ARTICLE II EFFECTIVE DATE AND TERM OF PLAN..................... 1               
2.1 Term of Plan.............................................. 1              
2.2 Effect on Stock Options .................................. 1              
2.3 Shareholder Approval...................................... 1              
ARTICLE III SHARES SUBJECT TO PLAN............................ 1              
3.1 Number of Shares ......................................... 1              
3.2 Source of Shares.......................................... 1              
3.3 Availability of Unused Shares ............................ 1              
3.4 Adjustment Provisions .................................... 2              
3.5 Reservation of Shares .................................... 2              
ARTICLE IV ADMINISTRATION OF PLAN ............................. 2               
4.1 Administering Body ....................................... 2              
4.2 Authority of Administering Body .......................... 3              
4.3 No Liability  ............................................ 4              
4.4 Amendments    ............................................ 4              
4.5 Other Compensation Plans ................................. 5              
4.6 Plan Binding on Successors ............................... 5              
4.7 References to Successor Statutes, Regulations and Rules... 5              
4.8 Issuances for Compensation Purposes Only.................. 6              
4.9 Invalid Provisions........................................ 6              
4.10 Governing Law............................................ 6              
ARTICLE V GENERAL AWARD PROVISIONS............................. 6               
5.1 Participation in the Plan ................................ 6              
5.2 Stock Option Documents ................................... 6              
5.3 Exercise of Stock Options ................................ 7              
5.4 Payment For Stock Options................................. 7              
5.5 No Employment Rights...................................... 7              
5.6 Restrictions Under Applicable Laws and Regulations ....... 8              
5.7 Additional Conditions..................................... 9              
5.8 No Privileges of Stock Ownership.......................... 9              
5.9 Nonassignability ......................................... 9              
5.10 Information to Optionees ................................10              
5.11 Withholding Taxes........................................10              
5.12 Legends on Stock Options and Stock Certificates..........10              
5.13 Effect of Termination of Employment on Stock Options.....11              
5.14 Limits on Stock Options to Certain Eligible Persons......12              
ARTICLE VI STOCK OPTIONS ......................................12               
6.1 Nature of Stock Options ..................................12              
6.2 Option Exercise Price ....................................12              
6.3 Option Period and Vesting.................................12              
6.4 Special Provisions Regarding Incentive Stock Options......12              
ARTICLE VII REORGANIZATIONS ...................................13               
7.1 Corporate Transactions Not Involving a Change                             
in Control...............................................13         
7.2 Corporate Transactions Involving a Change in Control......13              
ARTICLE VIII DEFINITIONS.......................................14               

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ASCENDANT SOLUTIONS               

1999 LONG TERM INCENTIVE PLAN               

_______________________________________________________               

ARTICLE I               
---------               
PURPOSE OF PLAN               

The  Company has adopted this Plan to promote the  interests          
of the Company and its shareholders by using investment interests               
in the Company to attract, retain and motivate its management and               
other persons, to encourage and reward their contributions to the               
performance of the Company and to align their interests with  the               
interests  of the Company's shareholders.  Capitalized terms  not               
otherwise defined herein shall have the meanings ascribed to them               
in Article VIII.                                                                

ARTICLE II                
----------                
EFFECTIVE DATE AND TERM OF PLAN               

2.1   Term of Plan.  This Plan became effective as of                 
the  Effective  Date  and  shall continue  in  effect  until  the               
Expiration  Date,  at  which time this Plan  shall  automatically               
terminate.                                                                      

2.2   Effect on Stock Options.  Stock Options may  be                 
granted during the Plan Term, but no Stock Options may be granted               
after  the Plan Term.  Notwithstanding the foregoing, each  Stock               
Option  properly  granted under this Plan during  the  Plan  Term               
shall remain in effect after termination of this Plan until  such               
Stock  Option  has  been  exercised,  terminated  or  expired  in               
accordance with its terms and the terms of this Plan.                           

2.3   Shareholder  Approval.   This  Plan  shall  be                  
approved by the Company's shareholders within 12 months after the               
Effective  Date.  The effectiveness of any Stock Options  granted               
prior  to  such  shareholder approval shall be  subject  to  such               
shareholder approval.                                                           

ARTICLE III               
-----------               
SHARES SUBJECT TO PLAN                

3.1   Number of Shares.  The maximum number of shares                 
of  Common  Stock  that may be issued pursuant to  Stock  Options               
granted under this Plan shall be 2,500,000, subject to adjustment               
as set forth in Section 3.4.                                                    

3.2   Source  of  Shares.  The Common  Stock  to  be                  
issued  under this Plan will be made available, at the discretion               
of  the  Board,  either from authorized but  unissued  shares  of               
Common  Stock  or from previously issued shares of  Common  Stock               
reacquired  by  the Company, including without limitation  shares               
purchased on the open market.                                                   

3.3  Availability  of  Unused  Shares.   Shares  of                   
Common Stock subject to                                                         

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unexercised portions of any Stock Option granted under this  Plan               
that  expire,  terminate or are canceled, and  shares  of  Common               
Stock  issued pursuant to Stock Options under this Plan that  are               
reacquired  by  the Company pursuant to the terms  of  the  Stock               
Options  under which such shares were issued, will  again  become               
available for the grant of further Stock Options under this Plan.               

3.4  Adjustment Provisions.                                           
----------------------                                      

(a)  If  the outstanding shares of Common Stock  of                   
the Company are increased, decreased or exchanged for a different               
number  or  kind of shares or other securities, or if  additional               
shares  or  new  or  different shares  or  other  securities  are               
distributed  in respect of such shares of Common  Stock  (or  any               
stock  or securities received with respect to such Common Stock),               
through  merger,  consolidation,  sale  or  exchange  of  all  or               
substantially  all of the assets of the Company,  reorganization,               
recapitalization, reclassification, stock dividend, stock  split,               
reverse  stock split, spin-off or other distribution with respect               
to  such  shares  of  Common Stock (or any  stock  or  securities               
received  with respect to such Common Stock), an appropriate  and               
proportionate  adjustment may be made in (1) the  maximum  number               
and  kind  of shares subject to this Plan as provided in  Section               
3.1,  (2)  the  number  and kind of shares  or  other  securities               
subject  to then outstanding Stock Options and/or (3)  the  price               
for  each share or other unit of any other securities subject  to               
the then outstanding Stock Options.                                             

(b)   No  fractional interests will be issued  under                  
this Plan resulting from any adjustments.                                       

(c)   To the extent any adjustments relate to  stock                  
or  securities of the Company, such adjustments shall be made  by               
the Administering Body (as defined in Article VIII hereof), whose               
determination  in  that  respect  shall  be  final,  binding  and               
conclusive.                                                                     

(d)   The  grant of Stock Options pursuant  to  this                  
Plan  shall  not  affect in any way the right  or  power  of  the               
Company  to  make adjustments, reclassifications, reorganizations               
or changes of its capital or business structure or to merge or to               
consolidate or to dissolve, liquidate or sell, or transfer all or               
any part of its business or assets.                                             

(e)   No  adjustment to the terms  of  an  Incentive                  
Stock   Option  shall  be  made  unless  such  adjustment  either               
(i)  would  not  cause  such Option to  lose  its  status  as  an               
Incentive  Stock Option or (ii) is agreed to in  writing  by  the               
Administering Body and the Recipient.                                           

3.5   Reservation of Shares.  The Company will at all                 
times  reserve and keep available such number of shares of Common               
Stock  as  shall  equal at least the number of shares  of  Common               
Stock  subject  to  then outstanding Stock  Options  issuable  in               
shares of Common Stock under this Plan.                                         

ARTICLE IV                
----------                
ADMINISTRATION OF PLAN                

4.1  Administering Body.                                              
------------------                                          

(a)   Subject  to the provisions of Section  4.1(b),                  
this Plan shall be administered by                                              

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the  Board or the Long Term Incentive Plan Committee of the Board               
appointed  pursuant  to Section 4.1(b)(i)  with  respect  to  all               
Eligible Persons who are not Designated Eligible Persons  or  the               
Special Long Term Incentive Plan Committee of the Board appointed               
pursuant  to  Section  4(b)(ii) with respect  to  all  Designated               
Eligible Persons.                                                               

(b)   (i)  The Board, in its sole discretion, may from  time          
to  time appoint a Long Term Incentive Plan Committee of not less               
than  two  Board members to administer this Plan with respect  to               
all Eligible Persons who are not Designated Eligible Persons and,               
subject  to  applicable  law,  to exercise  all  of  the  powers,               
authority  and  discretion  of the Board  under  this  Plan  with               
respect  to all Eligible Persons who are not Designated  Eligible               
Persons.   The Board may from time to time increase  or  decrease               
(but  not  below  two) the number of members  of  the  Long  Term               
Incentive Plan Committee, remove from membership on the Long Term               
Incentive  Plan  Committee all or any  portion  of  its  members,               
and/or  appoint such person or persons as it desires to fill  any               
vacancy  existing  on  the  Long Term Incentive  Plan  Committee,               
whether  caused by removal, resignation or otherwise.  The  Board               
may  disband the Long Term Incentive Plan Committee at  any  time               
and  revest  in  the Board the administration of this  Plan  with               
respect  to all Eligible Persons who are not Designated  Eligible               
Persons.                                                                        

(ii)  (A)  The Board, in its sole  discretion,              
may  from time to time appoint a Special Long Term Incentive Plan               
Committee  of not less than two Board members to administer  this               
Plan with respect to all Designated Eligible Persons and, subject               
to  applicable law, to exercise all of the powers, authority  and               
discretion  of  the  Board under this Plan with  respect  to  all               
Designated  Eligible Persons. The Board may  from  time  to  time               
increase or decrease (but not below two) the number of members of               
the  Special  Long  Term  Incentive Plan Committee,  remove  from               
membership on the Special Long Term Incentive Plan Committee  all               
or  any  portion  of its members, and/or appoint such  person  or               
persons as it desires to fill any vacancy existing on the Special               
Long  Term  Incentive Plan Committee, whether caused by  removal,               
resignation or otherwise.  The Board may disband the Special Long               
Term Incentive Plan Committee at any time and revest in the Board               
the  administration of this Plan with respect to  all  Designated               
Eligible Persons.                                                               

(B)  Notwithstanding   the   foregoing        
provisions of Section 4.1(b)(ii)(A) to the contrary, so  long  as               
the  Company remains an Exchange Act Registered Company,  if  the               
Board  of Directors shall include two or more directors  each  of               
whom  is  a  Non-employee Director and, in addition, also  is  an               
Outside  Director, then the Board shall appoint the Special  Long               
Term Incentive Plan Committee and each member of the Special Long               
Term  Incentive  Plan Committee shall be a Non-employee  Director               
and, in addition, also shall be an Outside Director.                            

(iii)  The  Long  Term Incentive Plan Committee  and  the   
Special  Long Term Incentive Plan Committee shall report  to  the               
Board  the  names of Eligible Persons granted Stock Options,  the               
number of shares of Common Stock covered by each Stock Option and               
the terms and conditions of each such Stock Option.                             

3               

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4.2  Authority of Administering Body.                                 
--------------------------------                            

(a)   Subject  to the express provisions of this  Plan,  the          
Administering Body shall have the power to interpret and construe               
this  Plan  and  any  Stock Option Documents or  other  documents               
defining  the rights and obligations of the Company and Optionees               
hereunder  and  thereunder, to determine  all  questions  arising               
hereunder  and  thereunder, to adopt and  amend  such  rules  and               
regulations for the administration hereof and thereof as  it  may               
deem desirable, and otherwise to carry out the terms of this Plan               
and  such  Stock  Option  Documents  and  other  documents.   The               
interpretation and construction by the Administering Body of  any               
provisions  of  this  Plan  or  of  any  Stock  Option  shall  be               
conclusive and binding.  Any action taken by, or inaction of, the               
Administering  Body relating to this Plan or  any  Stock  Options               
shall be within the absolute discretion of the Administering Body               
and  shall  be conclusive and binding upon all persons.   Subject               
only  to  compliance  with  the express  provisions  hereof,  the               
Administering Body may act in its absolute discretion in  matters               
related to this Plan and any and all Stock Options.                             

(b)   Subject  to the express provisions of this  Plan,  the          
Administering Body may from time to time in its discretion select               
the  Eligible  Persons to whom, and the time or times  at  which,               
Stock  Options shall be granted, the nature of each Stock Option,               
the  number  of shares of Common Stock that make up  or  underlie               
each  Stock  Option, the period for the exercise  of  each  Stock               
Option,  and such other terms and conditions applicable  to  each               
individual   Stock  Option  as  the  Administering   Body   shall               
determine.   The  Administering Body may grant at  any  time  new               
Stock  Options to an Eligible Person who has previously  received               
Stock   Options  whether  such  prior  Stock  Options  are  still               
outstanding,  have previously been exercised as  a  whole  or  in               
part,  or  are  canceled in connection with the issuance  of  new               
Stock  Options.  The Administering Body may grant  Stock  Options               
singly, in combination or in tandem with other Stock Options,  as               
it   determines  in  its  discretion.   Any  and  all  terms  and               
conditions of the Stock Options, including exercise price, may be               
established by the Administering Body without regard to  existing               
Stock Options.                                                                  

(c)    Any  action  of  the Administering  Body  with                 
respect  to  the  administration of  this  Plan  shall  be  taken               
pursuant  to a majority vote of the authorized number of  members               
of  the Administering Body or by the unanimous written consent of               
its  members;  provided, however, that (i) if  the  Administering               
Body  is  the  Long Term Incentive Plan Committee or the  Special               
Long  Term Incentive Plan Committee and consists of two  members,               
then actions of the Administering Body must be unanimous and (ii)               
if  the  Administering  Body is the Board,  actions  taken  at  a               
meeting  of  the  Board shall be valid if approved  by  directors               
constituting a majority of the required quorum for such meeting.                

4.3    No  Liability.  No member of the Board or  the                 
Long  Term  Incentive  Plan Committee or the  Special  Long  Term               
Incentive  Plan Committee or any designee thereof will be  liable               
for any action or inaction with respect to this Plan or any Stock               
Option  or  any transaction arising under this Plan or any  Stock               
Option,  except in circumstances constituting bad faith  of  such               
member.                                                                         

4.4    Amendments.                                                    
-----------                                             

(a)    The  Administering  Body  may,  insofar   as                   
permitted  by  applicable law, rule or regulation, from  time  to               
time  suspend or discontinue this Plan or revise or amend  it  in               
any                                                                             

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respect  whatsoever, and this Plan as so revised or amended  will               
govern  all  Stock  Options hereunder,  including  those  granted               
before  such  revision or amendment; provided, however,  that  no               
such  revision or amendment shall alter, impair or  diminish  any               
rights  or obligations under any Stock Option previously  granted               
under  this  Plan, without the written consent of  the  Optionee.               
Without   limiting   the  generality  of   the   foregoing,   the               
Administering  Body is authorized to amend this  Plan  to  comply               
with or take advantage of amendments to applicable laws, rules or               
regulations, including amendments to the Securities Act, Exchange               
Act   or   the  IRC  or  any  rules  or  regulations  promulgated               
thereunder.  No shareholder approval of any amendment or revision               
shall  be  required  unless  (i) such  approval  is  required  by               
applicable  law,  rule  or regulation or  (ii)  an  amendment  or               
revision  to  this Plan would materially increase the  number  of               
shares  subject  to  this Plan (as adjusted under  Section  3.4),               
materially   modify  the  requirements  as  to  eligibility   for               
participation  in  this Plan, extend the final  date  upon  which               
Stock  Options  may  be  granted under this  Plan,  or  otherwise               
materially  increase the benefits accruing  to  Recipients  in  a               
manner  not  specifically contemplated  herein,  or  affect  this               
Plan's compliance with Rule 16b-3 or applicable provisions of  or               
regulations  under  the  IRC,  and shareholder  approval  of  the               
amendment  or revision is required to comply with Rule  16b-3  or               
applicable provisions of or rules under the IRC.                                

(b)    The  Administering Body may, with the  written                 
consent of an Optionee, make such modifications in the terms  and               
conditions  of  a  Stock Option as it deems  advisable.   Without               
limiting the generality of the foregoing, the Administering  Body               
may,  in its discretion with the written consent of Optionee,  at               
any  time  and  from time to time after the grant  of  any  Stock               
Option accelerate or extend the vesting or exercise period of any               
Stock  Option  as a whole or in part, and adjust  or  reduce  the               
exercise  price  of  Stock  Options  held  by  such  Optionee  by               
cancellation of such Stock Options and granting of Stock  Options               
at  lower  or  exercise prices or by modification,  extension  or               
renewal  of  such Stock Options.  In the case of Incentive  Stock               
Options,  Recipients acknowledge that extensions of the  exercise               
period  may  result  in the loss of the favorable  tax  treatment               
afforded incentive stock options under Section 422 of the IRC.                  

(c)    Except as otherwise provided in this Plan or in                
the  applicable  Stock  Option Document, no amendment,  revision,               
suspension or termination of this Plan will, without the  written               
consent  of  the Optionee, alter, terminate, impair or  adversely               
affect  any right or obligation under any Stock Option previously               
granted under this Plan.                                                        

4.5    Other Compensation Plans.  The adoption of this                
Plan  shall not affect any other stock option, incentive or other               
compensation plans in effect for the Company, and this Plan shall               
not  preclude  the Company from establishing any other  forms  of               
incentive   or  other  compensation  for  employees,   directors,               
advisors  or consultants of the Company, whether or not  approved               
by shareholders.                                                                

4.6    Plan Binding on Successors.  This Plan shall be                
binding upon the successors and assigns of the Company.                         

4.7    References to Successor Statutes,  Regulations                 
and  Rules.  Any reference in this Plan to a particular  statute,               
regulation or rule shall also refer to any successor provision of               
such statute, regulation or rule.                                               

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4.8     Issuances for Compensation Purposes Only.  This               
Plan  constitutes an "employee benefit plan" as defined  in  Rule               
405  promulgated  under  the Securities Act.   Stock  Options  to               
eligible  employees or directors shall be granted for any  lawful               
consideration,  including  compensation  for  services  rendered,               
promissory notes or otherwise.  Stock Options to consultants  and               
advisors shall be granted only in exchange for bona fide services               
rendered  by such consultants or advisors and such services  must               
not  be in connection with the offer and sale of securities in  a               
capital-raising transaction.                                                    

4.9      Invalid  Provisions.  In the  event  that  any               
provision  of  this  Plan  is found to be  invalid  or  otherwise               
unenforceable  under  any  applicable  law,  such  invalidity  or               
unenforceability  shall not be construed as rendering  any  other               
provisions  contained  herein invalid or unenforceable,  and  all               
such other provisions shall be given full force and effect to the               
same  extent  as  though the invalid and unenforceable  provision               
were not contained herein.                                                      

4.10     Governing  Law.   This  Agreement  shall   be                
governed by and interpreted in accordance with the internal  laws               
of the State of Texas, without giving effect to the principles of               
the conflicts of laws thereof.                                                  

ARTICLE V               
GENERAL AWARD PROVISIONS                

5.1   Participation in the Plan.                                      
--------------------------                                

(a)    A person shall be eligible to receive grants of                
Stock Options under this Plan if, at the time of the grant of the               
Stock Option, such person is an Eligible Person.                                

(b)   Incentive Stock Options may be granted only  to                 
Eligible   Persons   meeting  the  employment   requirements   of               
Section 422 of the IRC.                                                         

(c)   Notwithstanding  anything  to  the   contrary                   
herein,  the  Administering Body may, in  order  to  fulfill  the               
purposes  of  this  Plan,  modify  grants  of  Stock  Options  to               
Recipients who are foreign nationals or employed outside  of  the               
United  States  to recognize differences in applicable  law,  tax               
policy or local custom.                                                         

5.2   Stock Option Documents.                                         
-----------------------                                   

(a)   Each Stock Option granted under this Plan shall                 
be  evidenced  by  an agreement duly executed on  behalf  of  the               
Company  and  by  the  Recipient or, in the Administering  Body's               
discretion, a confirming memorandum issued by the Company to  the               
Recipient, setting forth such terms and conditions applicable  to               
the  Stock Option as the Administering Body may in its discretion               
determine.  Stock Option Documents may but need not be  identical               
and  shall comply with and be subject to the terms and conditions               
of this Plan, a copy of which shall be provided to each Recipient               
and  incorporated  by reference into each Stock Option  Document.               
Any   Stock  Option  Document  may  contain  such  other   terms,               
provisions and conditions not inconsistent with this Plan as  may               
be determined by the Administering Body.                                        

(b)   In case of any conflict between this Plan  and                  
any Stock Option Document, this                                                 

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Plan hall control.                                                              

5.3   Exercise  of Stock Options.  No  Stock  Option                  
shall  be  exercisable  except in respect of  whole  shares,  and               
fractional share interests shall be disregarded.  Not  less  than               
100  shares of Common Stock (or such other amount as is set forth               
in the applicable Stock Option Documents) may be purchased at one               
time  and  Stock  Options must be exercised in multiples  of  100               
unless  the  number  purchased is the total number  at  the  time               
available  for purchase under the terms of the Stock  Option.   A               
Stock  Option shall be deemed to be exercised when the  Secretary               
or  other  designated  official of the Company  receives  written               
notice  of such exercise from the Optionee, together with payment               
of the exercise price made in accordance with Section 5.4 and any               
amounts  required under Section 5.11.  Notwithstanding any  other               
provision  of  this Plan, the Administering Body may  impose,  by               
rule  and/or in Stock Option Documents, such conditions upon  the               
exercise   of   Stock   Options  (including  without   limitation               
conditions limiting the time of exercise to specified periods) as               
may  be  required to satisfy applicable regulatory  requirements,               
including without limitation Rule 16b-3 and Rule 10b-5 under  the               
Exchange  Act,  and any amounts required under  Section  5.12  or               
other applicable section of or regulation under the IRC.                        

5.4   Payment For Stock Options.                                      

(a)   The exercise price or other payment for a Stock                 
Option  shall  be  payable upon the exercise of  a  Stock  Option               
pursuant  to  a Stock Option granted hereunder by  cash  or  such               
other terms as the Administering Body may approve.                              

(b)   [intentionally omitted].                                        

(c)   The Administering Body may, in the exercise  of                 
its  discretion, (i) allow exercise of Stock Options in a broker-               
assisted  or similar transaction in which the exercise  price  is               
not received by the Company until promptly after exercise, and/or               
(ii)  allow  the  Company  to  loan the  exercise  price  to  the               
Optionee,  if the exercise will be followed by a prompt  sale  of               
some  or  all of the underlying shares and a portion of the  sale               
proceeds  is dedicated to full payment of the exercise price  and               
amounts required pursuant to Section 5.11.                                      

5.5   No  Employment Rights.  Nothing  contained  in                  
this Plan (or in Stock Option Documents or in any other documents               
related to this Plan or to Stock Options granted hereunder) shall               
confer  upon  any  Eligible  Person or  Recipient  any  right  to               
continue in the employ of the Company or any Affiliated Entity or               
constitute any contract or agreement of employment or engagement,               
or  interfere  in any way with the right of the  Company  or  any               
Affiliated Entity to reduce such person's compensation  or  other               
benefits  or  to terminate the employment or engagement  of  such               
Eligible  Person or Recipient, with or without cause.  Except  as               
expressly  provided  in this Plan or in any statement  evidencing               
the  grant  of Stock Options pursuant to this Plan,  the  Company               
shall  have  the right to deal with each Recipient  in  the  same               
manner  as  if  this Plan and any such statement  evidencing  the               
grant  of  Stock  Options pursuant to this Plan  did  not  exist,               
including without limitation with respect to all matters  related               
to  the  hiring,  discharge, compensation and conditions  of  the               
employment or engagement of the Recipient.  Any questions  as  to               
whether  and  when there has been a termination of a  Recipient's               
employment   or  engagement,  the  reason  (if  any)   for   such               
termination, and/or the consequences thereof under the                          

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terms of this Plan or any statement evidencing the grant of Stock               
Options  pursuant  to  this  Plan  shall  be  determined  by  the               
Administering  Body  and the Administering  Body's  determination               
thereof  shall  be final and binding, provided such determination               
is in accordance with the applicable provisions of any employment               
agreement with the Recipient.                                                   

5.6   Restrictions   Under  Applicable   Laws   and                   
Regulations.                                                                    

(a)   All Stock Options granted under this Plan shall                 
be  subject  to the requirement that, if at any time the  Company               
shall   determine,   in  its  discretion,   that   the   listing,               
registration  or  qualification of the shares  subject  to  Stock               
Options  granted under this Plan upon any securities exchange  or               
under  any  federal,  state or foreign law,  or  the  consent  or               
approval  of  any  government regulatory body,  is  necessary  or               
desirable as a condition of, or in connection with, the  granting               
of  such  Stock Options or the issuance, if any, or  purchase  of               
shares  in  connection therewith, such Stock Options may  not  be               
exercised  as  a whole or in part unless and until such  listing,               
registration, qualification, consent or approval shall have  been               
effected or obtained free of any conditions not acceptable to the               
Company.  During the term of this Plan, the Company will use  its               
reasonable  efforts  to  seek  to  obtain  from  the  appropriate               
regulatory  agencies  any  requisite  qualifications,   consents,               
approvals  or  authorizations in order to  issue  and  sell  such               
number  of  shares of its Common Stock as shall be sufficient  to               
satisfy  the  requirements of this Plan.  The  inability  of  the               
Company  to  obtain  from  any  such  regulatory  agency   having               
jurisdiction  thereof the qualifications, consents, approvals  or               
authorizations  deemed by the Company to  be  necessary  for  the               
lawful  issuance  and  sale of any shares  of  its  Common  Stock               
hereunder  shall relieve the Company of any liability in  respect               
of  the  nonissuance  or  sale of such stock  as  to  which  such               
requisite authorization shall not have been obtained.                           

(b)   Unless  the  Company  otherwise  agrees,  the                   
Company  shall be under no obligation to register or qualify  the               
issuance  of  Stock  Options  or  underlying  shares  under   the               
Securities  Act or applicable state securities laws.  Unless  the               
issuance  of  Stock  Options  and  underlying  shares  have  been               
registered  under the Securities Act and qualified or  registered               
under  applicable  state securities laws, the  Company  shall  be               
under  no  obligation  to issue any Stock Options  or  underlying               
shares  of  Common Stock covered by any Stock Options unless  the               
Stock  Options  and underlying shares may be issued  pursuant  to               
applicable  exemptions  from such registration  or  qualification               
requirements.   In connection with any such exempt issuance,  the               
Administering Body may require the Optionee to provide a  written               
representation  and undertaking to the Company,  satisfactory  in               
form  and  scope  to the Company and upon which the  Company  may               
reasonably  rely,  that  such Optionee is  acquiring  such  Stock               
Options and underlying shares for such Optionee's own account  as               
an  investment and not with a view to, or for sale in  connection               
with, the distribution of any such shares of stock, and that such               
person  will  make no transfer of the same except  in  compliance               
with  any  rules  and regulations in force at the  time  of  such               
transfer  under the Securities Act and other applicable law,  and               
that  if shares of stock are issued without such registration,  a               
legend  to  this  effect (together with any other legends  deemed               
appropriate by the Administering Body) may be endorsed  upon  the               
securities  so issued.  The Company may also order  its  transfer               
agent  to stop transfers of such shares.  The Administering  Body               
may  also  require  the  Optionee to  provide  the  Company  such               
information  and  other documents as the Administering  Body  may               
request  in  order to satisfy the Administering Body  as  to  the               
investment sophistication and experience of the Optionee  and  as               
to                                                                              

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any other conditions for compliance with any such exemptions from               
registration or qualification.                                                  

5.7   Additional Conditions.  Any Stock  Option  may                  
also  be  subject  to  such  other  provisions  (whether  or  not               
applicable  to  any  other  Stock  Option  or  Optionee)  as  the               
Administering  Body  determines  appropriate  including   without               
limitation  provisions to assist the Optionee  in  financing  the               
purchase  of Common Stock through the exercise of Stock  Options,               
provisions  for the forfeiture of or restrictions  on  resale  or               
other  disposition of shares of Common Stock acquired  under  any               
form  of  benefit,  provisions giving the Company  the  right  to               
repurchase  shares  of Common Stock acquired under  any  form  of               
benefit  in  the  event the Optionee elects to  dispose  of  such               
shares,   and  provisions  to  comply  with  federal  and   state               
securities  laws  and  federal and state income  tax  withholding               
requirements.                                                                   

5.8   No  Privileges of Stock Ownership.  Except  as                  
otherwise set forth herein, an Optionee shall have no rights as a               
shareholder  with  respect to any shares issuable  or  issued  in               
connection with the Stock Option until the date of the receipt by               
the Company of all amounts payable in connection with exercise of               
the   Stock  Option  and  performance  by  the  Optionee  of  all               
obligations thereunder.  Status as an Eligible Person  shall  not               
be  construed  as  a  commitment that any Stock  Option  will  be               
granted  under  this Plan to an Eligible Person  or  to  Eligible               
Persons  generally.   No person shall have any  right,  title  or               
interest  in any fund or in any specific asset (including  shares               
of  capital  stock) of the Company by reason of any Stock  Option               
granted  hereunder.  Neither this Plan (or any documents  related               
hereto)  nor any action taken pursuant hereto (or thereto)  shall               
be  construed  to  create  a trust of any  kind  or  a  fiduciary               
relationship between the Company and any Person.  To  the  extent               
that  any  Person  acquires  a right  to  receive  Stock  Options               
hereunder, such right shall be no greater than the right  of  any               
unsecured general creditor of the Company.                                      

5.9   Nonassignability. No Stock Option granted under                 
this  Plan shall be assignable or transferable except (a) by will               
or by the laws of descent and distribution, or (b) subject to the               
final sentence of this paragraph of Section 5.9, upon dissolution               
of  marriage pursuant to a qualified domestic relations order or,               
in   the   discretion  of  the  Administering  Body   and   under               
circumstances  that would not adversely affect the  interests  of               
the  Company, pursuant to a nominal transfer that does not result               
in  a change in beneficial ownership; provided, however, that the               
Administering  Body may in the applicable Stock  Option  Document               
evidencing  Stock  Options  granted  hereunder  or  at  any  time               
thereafter  provide that Stock Options granted hereunder  may  be               
transferred  without consideration by the Recipient,  subject  to               
such  rules  as the Administering Body may adopt to preserve  the               
purposes  of  the  Plan,  to one or more  Permitted  Transferees;               
provided further, that the Recipient gives the Administering Body               
advance written notice describing the terms and conditions of the               
proposed  transfer  and  the  Administering  Body  notifies   the               
Recipient  in  writing that such transfer would comply  with  the               
requirements  of  the  Plan  and  any  applicable  Stock   Option               
Document.  The terms of any Stock Option transferred to Permitted               
Transferees in accordance with the immediately preceding sentence               
shall  apply  to  the  Permitted  Transferee,  except  that   (a)               
Permitted Transferees shall not be entitled to transfer any Stock               
Options,  other  than  by  will  or  the  laws  of  descent   and               
distribution; and (b) Permitted Transferees shall not be entitled               
to  exercise any transferred Stock Options unless there shall  be               
in  effect  a  registration  statement  on  an  appropriate  form               
covering  the shares of Common Stock to be acquired  pursuant  to               
the  exercise  of  such  Stock Option if the  Administering  Body               
determines                                                                      

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that  such  a registration statement is necessary or appropriate.               
During  the  lifetime  of  an Optionee, Stock  Options  shall  be               
exercisable  only  by the Optionee or such person's  guardian  or               
legal representative.                                                           

Notwithstanding the foregoing, (a) no Stock Option owned  by          
an  Optionee  subject to Section 16 of the Exchange  Act  may  be               
assigned or transferred in any manner inconsistent with Rule 16b-               
3,  and  (b)  Incentive  Stock Options (or  other  Stock  Options               
subject  to  transfer  restrictions under the  IRC)  may  not  be               
assigned or transferred in violation of Section 422(b)(5) of  the               
IRC (or any comparable or successor provision) or the regulations               
thereunder,  and  nothing  herein  is  intended  to  allow   such               
assignment or transfer.                                                         

5.10  Information to Optionees.                                       
-------------------------                                 

(a)   The  Administering Body in its sole discretion                  
shall  determine  what, if any, financial and  other  information               
shall  be provided to Optionees and when such financial and other               
information  shall  be  provided after  giving  consideration  to               
applicable   federal  and  state  laws,  rules  and  regulations,               
including   without  limitation  applicable  federal  and   state               
securities laws, rules and regulations.                                         

(b)   The   furnishing  of  financial   and   other                   
information that is confidential to the Company shall be  subject               
to  the Optionee's agreement that the Optionee shall maintain the               
confidentiality  of  such financial and other information,  shall               
not disclose such information to third parties, and shall not use               
the  information  for  any  purpose  other  than  evaluating   an               
investment  in  the Company's securities under  this  Plan.   The               
Optionee  expressly  acknowledges  that  the  number  of   shares               
exercisable  under  options  granted  hereunder,  and  the  terms               
thereof,  shall  be  confidential.  The  Administering  Body  may               
impose  other  restrictions on the access  to  and  use  of  such               
confidential   information  and  may  require  an   Optionee   to               
acknowledge the Optionee's obligations under this Section 5.10(b)               
(which  acknowledgment shall not be a condition to the Optionee's               
obligations under this Section 5.10(b)).                                        

5.11  Withholding  Taxes.  Whenever  the  granting,                   
vesting or exercise of any Stock Option granted under this  Plan,               
or  the transfer of any shares issued upon exercise of any  Stock               
Option,  gives  rise  to  tax or tax withholding  liabilities  or               
obligations,  the  Administering Body shall  have  the  right  to               
require the Optionee to remit to the Company an amount sufficient               
to   satisfy  any  federal,  state  and  local  withholding   tax               
requirements prior to issuance of such shares.  The Administering               
Body  may,  in the exercise of its discretion, allow satisfaction               
of tax withholding requirements by accepting delivery of stock of               
the  Company (or by withholding a portion of the stock  otherwise               
issuable in connection with Stock Options).                                     

5.12  Legends   on   Stock   Options   and   Stock                    
Certificates.   Each Stock Option Document and  each  certificate               
representing shares acquired upon exercise of Stock Options shall               
be  endorsed  with  all legends, if any, required  by  applicable               
federal and state securities and other laws to be placed  on  the               
Stock  Option Document and/or the certificate.  The determination               
of  which  legends,  if any, shall be placed  upon  Stock  Option               
Documents  or the certificates shall be made by the Administering               
Body in its sole discretion and such decision shall be final  and               
binding.                                                                        

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5.13  Effect of Termination of Employment on  Stock Options.          

(a)   Termination  for  Just  Cause.   Subject  to  Section           
5.13(c),  and except as otherwise provided in a written agreement               
between the Company and the Optionee which may be entered into at               
any  time  before  or  after termination  of  employment  of  the               
Recipient, in the event of a Just Cause Dismissal of a Recipient,               
all  of the Optionee's unexercised Stock Options, whether or  not               
vested,  shall expire and become unexercisable as of the date  of               
such Just Cause Dismissal.                                                      

(b)   Termination  Other  than  for  Just  Cause  Dismissal.          
Subject to Section 5.13(c) and except as otherwise provided in  a               
written agreement between the Company and the Optionee, which may               
be  entered  into  at  any time before or  after  termination  of               
employment,  (or if Optionee is not an employee of  the  Company,               
Optionee's  status as a director, consultant or  advisor  to  the               
Company), in the event of a Recipient's termination of employment               
or relationship with the Company for:                                           

(i)   any reason other than for Just Cause Dismissal,                 
death,  Permanent  Disability  or  normal  retirement,  then  the               
Optionee's Stock Options, whether or not vested, shall expire and               
become unexercisable as of the earlier of (A) the date such Stock               
Options  would  expire in accordance with  their  terms  had  the               
Recipient remained employed and (B) thirty days after the date of               
employment termination,                                                         

(ii)  death,   Permanent  Disability   or   normal                    
retirement, then the Optionee's unexercised Stock Options  shall,               
whether or not vested, expire and become unexercisable as of  the               
earlier  of  (A)  the  date such Stock Options  would  expire  in               
accordance  with their terms had the Recipient remained  employed               
(or  otherwise  been affiliated with the Company as  a  director,               
consultant  or advisor), and (B) ninety days after  the  date  of               
employment or relationship termination.                                         

(c)   Alteration   of   Vesting   and   Exercise   Periods.           
Notwithstanding  anything to the contrary in Section  5.13(a)  or               
Section  5.13(b),  the Administering Body may in  its  discretion               
designate  shorter  or longer periods to exercise  Stock  Options               
following  a  Recipient's  termination of  employment;  provided,               
however, that any shorter periods determined by the Administering               
Body  shall  be effective only if provided for in the  instrument               
that evidences the grant to the Optionee of such Stock Options or               
if  such  shorter period is agreed to in writing by the Optionee.               
Notwithstanding anything to the contrary herein (unless otherwise               
provided  in  an  option  agreement),  Stock  Options  shall   be               
exercisable   by   a  an  Optionee  following   such   Optionee's               
termination  of  employment only to the extent that  installments               
thereof  had become exercisable on or prior to the date  of  such               
termination;  and provided, further, that the Administering  Body               
may, in its discretion, elect to accelerate the vesting of all or               
any  portion of any Stock Options that had not become exercisable               
on or prior to the date of such termination.                                    

(d)   Leave of Absence.  In the case of any employee  on  an          
approved  leave of absence, the Administering Body may make  such               
provision  respecting  continuance  of  Stock  Options   as   the               
Administering  Body  in its discretion deems appropriate,  except               
that  in  no event shall a Stock Option be exercisable after  the               
date  such Stock Option would expire in accordance with its terms               
had the Recipient remained continuously employed.                               

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5.14  Limits  on Stock Options to Certain  Eligible                   
Persons.   Notwithstanding any other provision of this  Plan,  in               
order   for  the  compensation  attributable  to  Stock   Options               
hereunder  to qualify as Performance-Based Compensation,  no  one               
Eligible  Person shall be granted any Stock Options with  respect               
to  more  than 450,000 shares of Common Stock in any one calendar               
year.   The  limitation set forth in this Section 5.14  shall  be               
subject to adjustment as provided in Section 3.4 or under Article               
VII.                                                                            

ARTICLE VI                
----------                
STOCK OPTIONS               

6.1   Nature of Stock Options.  Stock Options may  be                 
Incentive Stock Options or Non-qualified Stock Options.                         

6.2   Option Exercise Price.  The exercise price for                  
each  Stock Option shall be determined by the Administering  Body               
as  of the date such Stock Option is granted.  The exercise price               
shall  be no less than the Fair Market Value of the Common  Stock               
subject  to  the Option.  The Administering Body  may,  with  the               
consent  of the Optionee and subject to compliance with statutory               
or  administrative  requirements applicable  to  Incentive  Stock               
Options, amend the terms of any Stock Option to provide that  the               
exercise  price  of  the shares remaining subject  to  the  Stock               
Option  shall be reestablished at a price not less than  100%  of               
the  Fair Market Value of the Common Stock on the effective  date               
of the amendment.  No modification of any other term or provision               
of  any  Stock  Option  that is amended in  accordance  with  the               
foregoing shall be required, although the Administering Body may,               
in  its  discretion, make such further modifications of any  such               
Stock Option as are not inconsistent with this Plan.                            

6.3   Option  Period  and  Vesting.   Stock  Options                  
granted  hereunder shall vest and may be exercised as  determined               
by  the  Administering Body, except that exercise of  such  Stock               
Options after termination of the Recipient's employment shall  be               
subject to Section 5.13.  Without limiting the provisions hereof,               
no  option may be exercised to the extent not vested.  Each Stock               
Option granted hereunder and all rights or obligations thereunder               
shall  expire  on  such  date  as  shall  be  determined  by  the               
Administering  Body, but not later than 10 years after  the  date               
the  Stock  Option  is granted and shall be  subject  to  earlier               
termination  as provided herein or in the Stock Option  Document.               
The  Administering Body may, in its discretion at  any  time  and               
from  time  to time after the grant of a Stock Option, accelerate               
vesting  of  such Option as a whole or in part by increasing  the               
number of shares then purchasable, provided that the total number               
of  shares  subject  to such Stock Option may not  be  increased.               
Except  as otherwise provided herein, a Stock Option shall become               
exercisable,  as  a  whole  or in part,  on  the  date  or  dates               
specified  by the Administering Body and thereafter shall  remain               
exercisable  until the expiration or earlier termination  of  the               
Stock Option.                                                                   

6.4   Special  Provisions Regarding Incentive  Stock Options.         

(a)  Notwithstanding anything in this Article VI to the     
contrary,  the  exercise price and vesting period  of  any  Stock               
Option  intended  to qualify as an Incentive Stock  Option  shall               
comply  with  the provisions of Section 422 of the  IRC  and  the               
regulations   thereunder.   As  of  the  Effective   Date,   such               
provisions  require, among other matters, that (i)  the  exercise               
price must                                                                      

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not be less than the Fair Market Value of the underlying stock as               
of  the date the Incentive Stock Option is granted, and not  less               
than 110% of the Fair Market Value as of such date in the case of               
a grant to a Significant Shareholder; and (ii) that the Incentive               
Stock  Option  not  be exercisable after the expiration  of  five               
years  from  the date of grant in the case of an Incentive  Stock               
Option granted to a Significant Shareholder.                                    

(b)  The aggregate Fair Market Value (determined as  of     
the  respective date or dates of grant) of the Common  Stock  for               
which  one  or more Options granted to any Recipient  under  this               
Plan  (or  any  other option plan of the Company or  any  of  its               
subsidiaries  or  affiliates)  may  for  the  first  time  become               
exercisable as Incentive Stock Options under the federal tax laws               
during any one calendar year shall not exceed $100,000.                         

(c)   Any  Options granted as Incentive  Stock  Options     
pursuant  to  this  Plan that for any reason  fail  or  cease  to               
qualify as such shall be treated as Non-qualified Stock Options.                

ARTICLE VII               
-----------               
REORGANIZATIONS               

7.1        Corporate Transactions Not Involving a  Change             
in  Control.   If the Company shall consummate any Reorganization               
not  involving a Change in Control in which holders of shares  of               
Common  Stock are entitled to receive in respect of  such  shares               
any  securities,  cash or other consideration (including  without               
limitation  a  different number of shares of Common Stock),  each               
Stock  Option  outstanding under this Plan  shall  thereafter  be               
exercisable, in accordance with this Plan, only for the kind  and               
amount  of securities, cash and/or other consideration receivable               
upon such Reorganization by a holder of the same number of shares               
of  Common  Stock as are subject to that Stock Option immediately               
prior to such Reorganization, and any adjustments will be made to               
the  terms  of  the  Stock Option in the sole discretion  of  the               
Administering Body as it may deem appropriate to give  effect  to               
the Reorganization.                                                             

7.2        Corporate Transactions Involving a  Change  in             
Control.   As  of the effective time and date of  any  Change  in               
Control,  this  Plan  and  any  then  outstanding  Stock  Options               
(whether or not vested) shall automatically terminate unless  (a)               
provision  is made in writing in connection with such transaction               
for  the continuance of this Plan and for the assumption of  such               
Stock Options, or for the substitution for such Stock Options  of               
new  awards covering the securities of a successor entity  or  an               
affiliate thereof, with appropriate adjustments as to the  number               
and  kind of securities and exercise prices, in which event  this               
Plan  and  such  outstanding Stock Options shall continue  or  be               
replaced,  as the case may be, in the manner and under the  terms               
so  provided;  or (b) the Board otherwise has provided  or  shall               
provide  in  writing for such adjustments as it deems appropriate               
in the terms and conditions of the then-outstanding Stock Options               
(whether  or  not  vested),  including  without  limitation   (i)               
accelerating the vesting of outstanding Stock Options and/or (ii)               
providing  for  the  cancellation  of  Stock  Options  and  their               
automatic  conversion into the right to receive  the  securities,               
cash  and/or  other  consideration that a holder  of  the  shares               
underlying such Stock Options would have been entitled to receive               
upon  consummation of such Change in Control had such shares been               
issued  and  outstanding immediately prior to the effective  date               
and time of the Change in Control (net of the appropriate                       

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option   exercise  prices).   If,  pursuant  to   the   foregoing               
provisions  of this Section 7.2, this Plan and the Stock  Options               
shall  terminate  by  reason of the occurrence  of  a  Change  in               
Control  without  provision for any of the actions  described  in               
clause  (a)  or (b) hereof, then any Optionee holding outstanding               
Stock  Options  shall  have the right, at such  time  immediately               
prior  to the consummation of the Change in Control as the  Board               
shall designate, to exercise the Optionee's Stock Options to  the               
full extent not theretofore exercised, including any installments               
which have not yet become vested.                                               

ARTICLE VIII                
------------                
DEFINITIONS               

Capitalized  terms  used  in this  Plan  and  not  otherwise          
defined shall have the meanings set forth below:                                

"Administering Body" shall mean the Board as long as no Long          
Term Incentive Plan Committee or Special Long Term Incentive Plan               
Committee has been appointed and is in effect and shall mean  the               
Long   Term  Incentive  Plan  Committee  with  respect   to   the               
administration of this Plan with respect to all Eligible  Persons               
who  are not Designated Eligible Persons as long as the Long Term               
Incentive  Plan  Committee is appointed and in effect  and  shall               
mean  the Special Long Term Incentive Plan Committee with respect               
to the administration of this Plan with respect to all Designated               
Eligible Persons so long as the Special Long Term Incentive  Plan               
Committee is appointed and in effect.                                           

"Affiliated   Entity"  means  any  Parent   Corporation   or          
Subsidiary Corporation.                                                         

"Board" means the Board of Directors of the Company.                  

"Change in Control" means the following and shall be  deemed          
to occur if any of the following events occur:                                  

(a)    Any  Person  (other than Norm Charney  or  the                 
Preferred  Shareholders  or the Staubach Affiliated  Shareholders               
(each   as   defined  in  that  certain  Amended   and   Restated               
Shareholders  Agreement dated as of August  23,  1999  among  the               
Company  and  certain  of  its  shareholders)  or  any  of  their               
respective  affiliates)  becomes after  the  Effective  Date  the               
beneficial  owner  (within the meaning of Rule 13d-3  promulgated               
under  the  Exchange Act) of 50% or more of the  combined  voting               
power  of  the Company's then outstanding securities entitled  to               
vote generally in the election of directors; or                                 

(b)    Consummation by the Company  of  the  sale  or                 
other  disposition by the Company of all or substantially all  of               
the   Company's  assets  or  a  reorganization   or   merger   or               
consolidation  of  the Company with any other person,  entity  or               
corporation, other than                                                         

(i)  a    reorganization   or   merger    or                
consolidation that would result in the voting securities  of          
the Company outstanding immediately prior thereto continuing          
to  represent, either by remaining outstanding or  by  being          
converted  into  voting securities of another  entity,  more          
than fifty percent (50%) of the combined voting power of the          
voting  securities  of  the Company  or  such  other  entity          
outstanding immediately after such                                    

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reorganization  or  merger or consolidation  (or  series  of          
related  transactions  involving such  a  reorganization  or          
merger or consolidation), or                                          

(ii)  a   reorganization   or   merger    or                
consolidation  effected to implement a  recapitalization  or          
reincorporation of the Company (or similar transaction) that          
does not result in a material change in beneficial ownership          
of the voting securities of the Company or its successor; or          

(c)   Approval by the shareholders of the Company  or                 
any  order  by  a court of competent jurisdiction of  a  plan  of               
liquidation of the Company.                                                     

Notwithstanding the foregoing, a Change in  Control  of  the          
type  described  in paragraph (b) or (c) shall be  deemed  to  be               
completed on the date it occurs, and a Change in Control  of  the               
type  described in paragraph (a) shall be deemed to be  completed               
as  of  the  date  the entity or group attaining 50%  or  greater               
ownership has elected its representatives to the Company's  Board               
of Directors and/or caused its nominees to become officers of the               
Company.                                                                        

"Commission" means the Securities and Exchange Commission.            

"Common  Stock" means the Common Stock of the  Company,  par          
value $0.0001 per share, as constituted upon the effectiveness of               
the   Restated  Articles  of  Incorporation  of  the  Corporation               
executed August 23, 1999, and as thereafter adjusted as a  result               
of  any  one  or more events requiring adjustment of  outstanding               
Stock Options under Section 3.4 above.                                          

"Company" means ASD SYSTEMS, INC., a Texas corporation doing          
business  as  Ascendant Solutions, and any successor  corporation               
thereto.                                                                        

"Designated  Eligible Person" means an Eligible  Person  who          
files,  or  is  otherwise  required to  file,  reports  with  the               
Commission under Section 16(a) of the Exchange Act or who is,  or               
is likely to be, subject to Section 162(m) of the IRC.                          

"Effective Date" means May 12, 1999, which is the date  this          
Plan was adopted by the Board.                                                  

"Eligible   Person"   shall  include  directors,   officers,          
employees,  consultants and advisors of the  Company  or  of  any               
Affiliated   Entity,  with  the  group  of  persons  constituting               
"Designated Eligible Persons" being a subset of Eligible  Persons               
hereunder.                                                                      

"ERISA" means the Employee Retirement Income Security Act of          
1974, as amended.                                                               

"Exchange Act" means the Securities Exchange Act of 1934, as          
amended.                                                                        

"Exchange Act Registered Company" means that the Company has          
any  class of any equity security registered pursuant to  Section               
12 of the Exchange Act.                                                         

"Expiration  Date"  means  the  tenth  anniversary  of   the          
Effective Date.                                                                 

"Fair  Market  Value"  of a share of the  Company's  capital          
stock as of a particular date                                                   

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shall  be:  (a)  if  the stock is listed on an established  stock               
exchange  or  exchanges (including for this purpose,  the  Nasdaq               
National  Market),  the average of the highest  and  lowest  sale               
prices  of  the  stock quoted for such date as  reported  in  the               
Transactions  Index of each such exchange, as  published  in  The               
Wall Street Journal and determined by the Administering Body, or,               
if no sale price was quoted in any such Index for such date, then               
as  of  the  next preceding date on which such a sale  price  was               
quoted; or (b) if the stock is not then listed on an exchange  or               
the  Nasdaq National Market, the average of the closing  bid  and               
asked  prices  per  share for the stock in  the  over-the-counter               
market as quoted on The Nasdaq Small Cap Market on such date  (in               
the case of (a) or (b), subject to adjustment as and if necessary               
and  appropriate to set an exercise price not less than  100%  of               
the  Fair  Market  Value of the stock on the date  an  option  is               
granted);  or (c) if the stock is not then listed on an  exchange               
or quoted in the over-the-counter market, an amount determined in               
good faith by the Administering Body; provided, however, that (i)               
when  appropriate,  the Administering Body, in  determining  Fair               
Market  Value  of  capital stock of the Company,  may  take  into               
account  such other factors as it may deem appropriate under  the               
circumstances and (ii) if the stock is traded on the Nasdaq Small               
Cap  Market  and both sales prices and bid and asked  prices  are               
quoted  or  available,  the  Administering  Body  may  elect   to               
determine  Fair  Market Value under either  clause  (i)  or  (ii)               
above.   Notwithstanding the foregoing, the Fair Market Value  of               
capital  stock for purposes of grants of Incentive Stock  Options               
shall  be determined in compliance with applicable provisions  of               
the IRC.                                                                        

"Immediate Family" means the Recipient's spouse, children or          
grandchildren    (including   adopted   and   stepchildren    and               
grandchildren).                                                                 

"Incentive Stock Option" means a Stock Option that qualifies          
as an incentive stock option under Section 422 of the IRC, or any               
successor statute thereto.                                                      

"IRC" means the Internal Revenue Code of 1986, as amended.            

"Just  Cause  Dismissal"  shall  mean  a  termination  of  a          
Recipient's employment for any of the following reasons:  (a) the               
Recipient  violates  any reasonable rule  or  regulation  of  the               
Board,  the  Company's Chief Executive Officer or the Recipient's               
superiors  that results in damage to the Company or which,  after               
written notice to do so, the Recipient fails to correct within  a               
reasonable  time; (b) any willful misconduct or gross  negligence               
by   the  Recipient  in  the  responsibilities  assigned  to  the               
Recipient; (c) any willful failure to perform the Recipient's job               
as  required to meet Company objectives; (d) any wrongful conduct               
of  a  Recipient  which has an adverse impact on the  Company  or               
which  constitutes a misappropriation of Company assets; (e)  the               
Recipient's  performing services for any other person  or  entity               
that competes with the Company while the Recipient is employed by               
the  Company, without the written approval of the Chief Executive               
Officer  of  the  Company;  or (f) any  other  conduct  that  the               
Administering   Body  determines  constitutes  Just   Cause   for               
Dismissal; provided, however, that if a Recipient is party to  an               
employment  agreement with the Company providing for  just  cause               
dismissal   (or   some  comparable  notion)  of  Recipient   from               
Recipient's  employment with the Company, "Just Cause  Dismissal"               
for purposes of this Plan shall have the same meaning as ascribed               
thereto   or   to  such  comparable  notion  in  such  employment               
agreement.                                                                      

"Long  Term  Incentive Plan Committee" means  the  committee          
appointed by the Board                                                          

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pursuant  to  Section  4.1(b)(i) to  administer  this  Plan  with               
respect  to  Eligible  Persons who are  not  Designated  Eligible               
Persons.                                                                        

"Non-employee  Director" means any director of  the  Company          
who  qualifies as "non-employee director" within the  meaning  of               
Rule 16b-3.                                                                     

"Non-qualified  Stock Option" means a Stock Option  that  is          
not an Incentive Stock Option.                                                  

"Optionee" means a Recipient or the Recipient's successor in          
interest.                                                                       

"Outside Director" means an "outside director" as defined in          
the regulations adopted under Section 162(m) of the IRC.                        

"Parent Corporation" means any Parent Corporation as defined          
in Section 424(e) of the IRC.                                                   

"Performance-Based  Compensation"  means   performance-based          
compensation as described in Section 162(m) of the IRC.   If  the               
amount  of compensation a Designated Eligible Person will receive               
under any Stock Option is not based solely on an increase in  the               
value  of  Common  Stock after the date of grant  or  award,  the               
Special   Long   Term   Incentive  Plan   Committee   (or   other               
Administering  Body,  as the case may be), in  order  to  qualify               
Stock    Options   as   performance-based   compensation    under               
Section  162(m)  of  the  IRC, can condition  the  grant,  award,               
vesting or exercisability of such Stock Options on the attainment               
of  a  preestablished,  objective  performance  goal.   For  this               
purpose, a preestablished, objective performance goal may include               
one  or  more  of  the following performance criteria:  (a)  book               
value;   (b)  earnings  per  share  (including  earnings   before               
interest,  taxes and amortization); (c) cash flow; (d) return  on               
equity;  (e)  total  shareholder return; (f) return  on  capital;               
(g)  return  on assets or net assets; (h) income or  net  income;               
(i)  operating income or net operating income; (j)  net  interest               
income;  (k)  net  margin; (l) operating margin;  (m)  return  on               
operating revenue; (n)  attainment of stated goals related to the               
Company's  capitalization, costs, financial condition or  results               
of operations; and (o) any other similar performance criteria.                  

"Person"  means  any  person, entity or  group,  within  the          
meaning  of  Section  13(d) or 14(d) of  the  Exchange  Act,  but               
excluding  (a)  the Company and any Affiliated  Entity,  (b)  any               
employee   stock  ownership  or  other  employee   benefit   plan               
maintained by the Company that is qualified under ERISA  and  (c)               
an  underwriter or underwriting syndicate that has  acquired  the               
Company's securities solely in connection with a public  offering               
thereof.                                                                        

"Permanent Disability" shall mean that the Recipient becomes          
physically  or  mentally incapacitated or disabled  so  that  the               
Recipient is unable to perform substantially the same services as               
the  Recipient  performed prior to incurring such  incapacity  or               
disability  (the  Company,  at  its  option  and  expense,  being               
entitled to retain a physician to confirm the existence  of  such               
incapacity or disability, and the determination of such physician               
to  be  binding  upon  the Company and the Recipient),  and  such               
incapacity  or  disability  continues  for  a  period  of   three               
consecutive months or six months in any 12-month period  or  such               
other   period(s)  as  may  be  determined  by  the   appropriate               
Administering Body with respect to any Stock Option, provided                   

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that  for  purposes  of determining the period  during  which  an               
Incentive   Stock   Option   may   be   exercised   pursuant   to               
Section  5.13(b)(ii)  hereof,  Permanent  Disability  shall  mean               
"permanent and total disability" as defined in Section  22(e)  of               
the  IRC; provided, however, that if a Recipient is party  to  an               
employment  agreement  with the Company providing  for  permanent               
disability   (or  some  comparable  notion)  of  Recipient   from               
Recipient's  employment with the Company, "Permanent  Disability"               
for purposes of this Plan shall have the same meaning as ascribed               
thereto   or   to  such  comparable  notion  in  such  employment               
agreement.                                                                      

"Permitted  Transferee" means (a) the Recipient's  Immediate          
Family;  (b)  a  trust solely for the benefit  of  the  Recipient               
and/or  his  or  her Immediate Family; or (c)  a  partnership  or               
limited  liability company the partners or shareholders of  which               
are limited to the Recipient and his or her Immediate Family.                   

"Plan"  means  this  1999 Long Term Incentive  Plan  of  the          
Company.                                                                        

"Plan  Term" means the period during which this Plan remains          
in  effect  (commencing on the Effective Date and ending  on  the               
Expiration Date).                                                               

"Recipient"  means a person who has received  Stock  Options          
under this Plan.                                                                

"Reorganization"  means any merger, consolidation  or  other          
reorganization.                                                                 

"Rule 16b-3" means Rule 16b-3 under the Exchange Act.                 

"Securities  Act"  means  the Securities  Act  of  1933,  as          
amended.                                                                        

"Significant Shareholder" is an individual who, at the  time          
a  Stock  Option is granted to such individual under  this  Plan,               
owns more than 10% of the combined voting power of all classes of               
stock  of  the Company or of any Parent Corporation or Subsidiary               
Corporation (after application of the attribution rules set forth               
in Section 424(d) of the IRC).                                                  

"Special  Long  Term  Incentive Plan  Committee"  means  the          
committee  appointed by the Board pursuant to Section  4.1(b)(ii)               
to  administer  this  Plan with respect  to  Designated  Eligible               
Persons.                                                                        

"Stock  Option"  means  a right to  purchase  stock  of  the          
Company  granted  under Article VI of this Plan  to  an  Eligible               
Person.                                                                         

"Stock  Option  Document" means the agreement or  confirming          
memorandum  setting  forth  the terms  and  conditions  of  Stock               
Options.                                                                        

"Subsidiary Corporation" means any Subsidiary Corporation as          
defined in Section 425(f) of the IRC.                                           

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                                         Exhibit E

NONQUALIFIED STOCK OPTION AGREEMENT               
(subject to risk of forfeiture)               

pursuant to the               

ASCENDANT SOLUTIONS 1999 LONG-TERM INCENTIVE PLAN               

This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")            
is made and entered into by and between ASD SYSTEMS, INC., a                    
Texas corporation d/b/a ASCENDANT SOLUTIONS (the "Company"), and                
_______________ (the "Optionee"), effective as of ____________,                 
2000 (the "Date of Grant").                                                     

1.   Grant of Option.  The Company hereby grants to the Optionee      
and the Optionee hereby accepts, subject to the terms and                       
conditions hereof, a nonqualified stock option (the "Option") to                
purchase up to        shares of Company's Common Stock ("Option                 
Shares") at the Exercise Price per share set forth in Section 4                 
below; provided, however, that if the shareholders of the Company               
have not approved an amendment to the Company's 1999 Long-Term                  
Incentive Plan (the "Plan"), providing for the increase in the                  
number of shares of Common Stock issuable to any one Eligible                   
Person (as defined in the Plan) during any one calendar year to                 
450,000 shares of Common Stock from 50,000 shares of Common                     
Stock, as currently provided in Section 5.14 of the Plan prior to               
the vesting of any portion of this Option, then, in such event,                 
the grant made hereby shall be deemed withdrawn, and the Option                 
forfeited with the consent of the Optionee, whereupon, this                     
Agreement shall be deemed void and of no further force and                      
effect. The parties hereto expressly acknowledge that the intent                
of the foregoing proviso is to ensure continued compliance with                 
Section 162(m) of the Internal Revenue Code of 1986, as amended.                

2.   Governing Plan.  This Option is granted pursuant to the          
Company's Plan, a copy of which is attached to the Prospectus                   
supplied by the Company and relating to the Plan.  Capitalized                  
terms used but not otherwise defined herein have the meanings as                
set forth in the Plan.  The Optionee agrees to be bound by the                  
terms and conditions of the Plan, which are incorporated herein                 
by reference and which control in case of any conflict with this                
Agreement.                                                                      

3.   Expiration of the Option.  The Option (to the extent not         
earlier exercised or terminated due to cessation of the                         
Optionee's employment or otherwise in accordance with the Plan)                 
will expire at the end of business on ___________, 2010, ten (10)               
years from the Date of Grant of the Option.  The option may                     
terminate sooner under certain circumstances, including, without                
limitation, termination of the Optionee's employment, death,                    
retirement, disability and termination for other reasons, as set                
forth in Section 5.13 of the Plan.  The Option may not be                       
exercised after its expiration or termination.                                  

4.   Exercise Price.  The "Exercise Price" of the Option is           
$______ per share of Common Stock.  The Exercise Price is subject               
to adjustment as set forth in Section 6.2 of the Plan.                          

5.   Vesting.  Subject to the provisions of the Plan providing        
for the cessation or acceleration of vesting, the termination or                
expiration of the Option and the other provisions thereof, the                  
Option shall vest and become exercisable as to 25% of the Option                
Shares as of the first anniversary of the Date of Grant (the                    
"Anniversary Date") and shall vest and become exercisable as to                 
2% of the Option Shares on each month following such Anniversary                
Date on the same day of such month as the actual day of the                     
Anniversary Date, until fully vested. The "Vested Portion" of the               
Option as of any particular date shall be the cumulative total of               
all shares for which the Option has become exercisable as of that               
date. Notwithstanding the foregoing, in the event the Optionee's                
employment with the Company and/or its subsidiaries is terminated               
within one (1) year after a "Change in Control" then, immediately               
prior to the effective date of such termination, all Options                    
which have not lapsed, shall become fully vested and exercisable                
(if not already vested and exercisable) by Optionee for a period                
of ninety (90) days thereafter.                                                 

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In addition, upon a Change in Control, pursuant to Section 7.2 of               
the Plan, this Option shall be automatically converted into the                 
right to receive, and thereafter shall be exercisable for, in                   
accordance with the Plan and this Agreement, the securities, cash               
and/or other consideration that a holder of the shares underlying               
the Options would have been entitled to receive upon consummation               
of a Change in Control had such shares been issued and                          
outstanding immediately prior to the effective date and time of                 
the Change in Control (net of appropriate exercise prices).  The                
phrase "Change in Control" used but not otherwise defined herein                
has the meaning set forth in Article 8 of the Plan.                             

6.   Exercise of the Option.  The Vested Portion (as herein           
defined) of the Option may be exercised, to the extent not                      
previously exercised, in whole or in part, at any time or from                  
time to time prior to the expiration or termination of the                      
Option, except that no Option shall be exercisable except in                    
respect to whole shares, and not less than one hundred (100)                    
shares may be purchased at one time unless the number purchased                 
is the total number at the time available for purchase under the                
terms of the Option. Exercise shall be accomplished by providing                
the Company with written notice in the form of Exhibit A hereto,                
which notice shall be irrevocable when delivered and effective                  
upon payment in full of the Option Price in accordance with                     
Section 5.4 of the Plan and any amounts required in accordance                  
with Section 5.11 of the Plan for withholding taxes, and the                    
satisfaction of all other conditions to exercise imposed under                  
the Plan.                                                                       

7.   Payment of Exercise Price.  Upon any exercise of the Option,     
the Exercise Price for the number of Option Shares for which the                
Option is then being exercised and the amount of any federal,                   
state and local withholding shall be paid in full to the Company                
in cash or with shares of Common Stock that have been owned for                 
at least six months, or a combination thereof, or in such other                 
form as the Administering Body deems acceptable at the time of                  
exercise.                                                                       

8.   Nontransferability of Option.  The Option shall not be           
transferable or assignable by the Optionee, other than in                       
accordance with Section 5.9 of the Plan or by will or the laws of               
descent and distribution (or as otherwise permitted by the                      
Administering Body in its sole discretion), and shall be                        
exercisable during the Optionee's lifetime only by him or her or                
by his or her legal representative(s) or guardian(s).                           

9.   Administration.  The Plan and this Agreement shall be            
administered and may be definitively interpreted by the                         
Administering Body, and the Optionee agrees to accept and abide                 
by the decisions of such Administering Body concerning                          
administration and interpretation of the Plan and this Agreement.               

IN WITNESS WHEREOF, this Agreement has been executed on               
behalf of the Company by its duly authorized officer, and by the                
Optionee in acceptance of the above-mentioned Option, subject to                
the terms and conditions of the Plan and of this Agreement, all                 
as of the day and year first above written.                                     

ASD SYSTEM, INC.    
     d/b/a ASCENDANT SOLUTIONS

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

OPTIONEE            

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

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NOTICE OF EXERCISE                
under               
NONQUALIFIED STOCK OPTION AGREEMENT               
pursuant to the               
ASCENDANT SOLUTIONS 1999 LONG-TERM INCENTIVE PLAN               

To:  ASCENDANT SOLUTIONS (the "Company")                                        

From:                                                                           
-------------------------                                             

Date:                                                                           
-------------------------                                             

Pursuant to the Ascendant Solutions 1999 Long-Term Incentive          
Plan (the "Plan") and the Nonqualified Stock Option Agreement                   
(the "Agreement") between the Company and myself effective                      
______________________, I hereby exercise my Option as follows:                 

Number of shares of Common Stock I wish to                                      
purchase under the Option                                                   
Exercise Price per share                        $                               
Total Exercise Price                            $                               
"Vested Portion" of Option (see definition in                                   
Section 5 of the Agreement)                                                 
Number of shares I have previously purchased by                                 
exercising the Option                                                       
Expiration Date of the Option                                                   

I hereby represent, warrant, and covenant to the Company              
that:                                                                           

a.   I am acquiring the Common Stock for my own account, for          
investment, and not for distribution or resale, and I will make                 
no transfer of such Common Stock except in compliance with                      
applicable federal and state securities laws and in accordance                  
with the provisions of the Plan.                                                

b.   I can bear the economic risk of the investment in the Common     
Stock resulting from this exercise of the Option, including a                   
total loss of my investment.                                                    

c.   I am experienced in business and financial matters and am        
capable of (i) evaluating the merits and risks of an investment                 
in the Company Stock; (ii) making an informed investment decision               
regarding exercise of the Option; and (iii) protecting my                       
interests in connection therewith.                                              

I acknowledge that I must pay the Exercise Price in full and          
make appropriate arrangements for the payment of all federal,                   
state and local tax withholdings due with respect to the Option                 
exercised herein, before the stock certificate evidencing the                   
shares of Common Stock resulting from this exercise of the Option               
will be issued to me.                                                           

Attached in full payment of the exercise price for the                
Option exercised herein is (   ) a check made payable to the                    
Company in the amount of $___________________ and/or (   ) a                    
stock certificate for _______ shares of Common Stock that have                  
been owned for at least six months with a duly completed stock                  
power attached.                                                                 

OPTIONEE  

                    ------------------------------
 (Signature)
Name:     
                         -------------------------
Address:  
                              --------------------

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Schedule of Differences               
-----------------------               

Each of the Executive Options referred to in the Company's            
Proxy Statement have been issued pursuant to the terms of the                   
Company's 1999 Long-Term Incentive Plan, as amended, and a                      
Nonqualified Stock Option Agreement by and between the Company                  
and the respective executive (the "Option Agreements"); provided,               
however, the Option Agreements differ in the following respects:                

Optionee             Option                          Differences                
---------------      ----------------------------    -----------                
David E. Bowe        100,000 shares dated 3/22/00        (1)                    
David E. Bowe        300,000 shares dated 5/12/00        (1)                    
Rick Troberman       450,000 shares dated 4/28/00        (1)                    
Gregg Young          40,000 shares dated 3/22/00         (2)                    
Ted Bilke            30,000 shares dated 3/22/00         (2)                    

--------------------                                                            
(1)  Contains additional provisions concerning (A) the vesting of               
all shares underlying the option upon the termination of the          
optionee's employment without "cause" or for "good reason"            
(as each is defined in the applicable employment agreement),          
(B) expanded cashless exercise provisions and (C) the                 
Company's obligation to maintain the effectiveness of its             
presently effective S-8 registration statement.                       

(2)  Executive Option not subject to forfeiture. Accordingly,                   
proviso contained in Section 1 has been eliminated in its             
entirety.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		5/12/09		22
		4/30/04		12
		2/10/04		11
		12/31/01		12					10-K405
		5/10/01		24
		12/15/00		24
		10/29/00		12
Filed on / For Period End:		8/9/00
		6/30/00		8		21			10-Q,  4,  NT 10-Q
		6/9/00		9		12
		5/31/00		9					4,  S-8
		5/30/00		12
		5/12/00		17		21			10-Q,  DEF 14A
		4/28/00		12		21
		3/22/00		20		23
		12/31/99		7		15			10-K
		11/11/99		15
		8/25/99		13
		8/23/99		67		68
		5/12/99		11		68
		2/10/99		11
		12/14/98		12
									List all Filings