SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933


                                 VALCOM, INC.
	    ------------------------------------------------------
            (Exact name of registrant as specified in its charter)





            SECURITIES AND EXCHANGE COMMISSION FILE NUMBER O-28416


              Delaware                               58-1700840
-------------------------------			---------------------
(State or other jurisdiction of                   (I.R.S.  Employer
 incorporation or organization)                  Identification  No.)


              2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785
	---------------------------------------------------------
             (Address of principal executive offices) (Zip Code)


                          2010 CONSULTANT STOCK PLAN
			----------------------------
                           (Full title of the plan)





                               Vince Vellardita
                   2113A GULF BOULEVARD, INDIAN ROCKS BEACH
                                 FLORIDA 33785
		--------------------------------------------
                   (Name and address of agent for service)


                                (727) 953-9778
	---------------------------------------------------------------
         (Telephone number, including area code, of agent for service)


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S><C><C>
						   Proposed  	Proposed
Title of 					   Maximum	Maximum
Securities        Amounts to be    Offering  	   Aggregate  	Amount of
to be	          to be 	   Price 	   Offering 	Registration
Registered	  Registered	   Per Share (1)   Price (1) 	Fee
--------------   -------------    -------------    ----------  	-----------
Common  Stock    3,000,000          $.10           $300,000   	$21.39
==============   =============    =============    =========== 	===========

</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust  the number of shares issued pursuant to the stock plan described herein
as the result  of  any future stock split, stock dividend or similar adjustment
of the registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on the Over-the-Counter Bulletin Board on November 15, 2005.

<PAGE>

                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.


The  following  documents  are  hereby  incorporated  by  reference  into  this
registration statement:


(a) The Annual Report  on  Form 10-K/A for the fiscal years ended September 30,
2009  and  2008, filed by the  registrant  with  the  Securities  and  Exchange
Commission (the  "Commission")  on  February  22,  2010  which contains audited
consolidated  financial statements for the most recent fiscal  year  for  which
such statements have been filed.


(b)  The Quarterly  Report  on Form 10-Q for the fiscal quarter ended March 31,
2010, filed by the registrant with the Commission on May 24, 2010.


(c)  The Quarterly Report on  Form  10-Q  for the fiscal quarter ended December
31, 2009, filed by the registrant with the Commission on March 08, 2010.


(d) The Quarterly Report on Form 10-Q for the  fiscal  quarter  ended  June 30,
2009,  and filed by the registrant with the Commission on August 21, 2009,  and
the Amendment to the Form 10-Q filed with the Commission on October 5, 2009.


 (e) The  description  of  the  registrant's common stock, which is included in
Form 10KSB, filed with the Commission on February 17, 2004.


(k) In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the  Securities Exchange Act, prior to
the filing of a post-effective amendment which  indicates  that  all securities
offered  have  been  sold  or  which  deregisters all securities then remaining
unsold, shall be deemed to be incorporated  by reference into this registration
statement and to be a part hereof from the date of filing of such documents.

<PAGE> 1


ITEM 4. DESCRIPTION OF SECURITIES.


Not  applicable.  The class of securities to be  offered  is  registered  under
Section 12 of the Exchange Act.


ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


Section 145 ("Indemnification  of  officers,  directors,  employees and agents;
insurance") of the Delaware General Corporation Law provides  in pertinent part
as follows:


"(a) A corporation shall have power to indemnify any person who  was  or  is  a
party  or  is  threatened  to  be  made  a  party to any threatened, pending or
completed action, suit or proceeding, whether  civil,  criminal, administrative
or investigative (other than an action by or in the right  of  the corporation)
by reason of the fact that he 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in  settlement actually and reasonably
incurred by him in connection with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect  to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or 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  which  he  reasonably  believed  to  be  in  or not opposed to the best
interests  of  the  corporation, and, with respect to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.


(b) A corporation shall  have  power  to  indemnify  any person who was or is a
party  or  is  threatened  to  be  made a party to any threatened,  pending  or
completed action or suit by or in the  right  of  the  corporation to procure a
judgment  in  its  favor by reason of the fact that he 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
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 of Chancery or the court in which such action or suit 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 which the Court
of Chancery or such other court shall deem proper.


(c)  To  the  extent  that  a present and  former  director  or  officer  of  a
corporation has been successful  on  the  merits or otherwise in defense of any
action,  suit  or proceeding referred to in subsections  (a)  and  (b),  or  in
defense of any claim,  issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

<PAGE> 2

(d) Any indemnification  under  subsections  (a)  and  (b) (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 present  or  former  director,
officer,  employee  or agent is proper in the circumstances because he has  met
the applicable standard  of  conduct set forth in subsections (a) and (b). Such
determination shall be made, with  respect  to  a  person  who is a director or
officer  at  the  time  of such determination, (1) by a majority  vote  of  the
directors who are not parties  to  such action, suit or proceeding, even though
less  than a quorum, or (2) by a committee  of  such  directors  designated  by
majority  vote  of  such  directors,  even though less than a quorum, or (3) if
there are no such directors, or if such  directors  so  direct,  by independent
legal counsel in a written opinion, or (4) by the stockholders.


(e) Expenses (including attorneys' fees) incurred by an officer or  director in
defending any civil, criminal, administrative or investigative action,  suit or
proceeding  may  be paid by the corporation in advance of the final disposition
of such action, suit  or  proceeding  upon  receipt  of an undertaking by or on
behalf  of  such  director  or  officer to repay such amount  if  it  shall  be
ultimately  determined  that he is  not  entitled  to  be  indemnified  by  the
corporation as authorized  in this Section. Such expenses (including attorneys'
fees) incurred by former directors  and  officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The indemnification and advancement of  expenses  provided  by,  or granted
pursuant  to,  the  other  subsections  of  this  section  shall  not be deemed
exclusive of any other rights
to  which  those  seeking  indemnification  or  advancement of expenses may  be
entitled  under  any by-law, agreement, vote of stockholders  or  disinterested
directors or otherwise,  both  as  to action in his official capacity and as to
action in another capacity while holding such office.

(g) A 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
and incurred by him in any such capacity, or arising out of his status as such,
whether  or not the corporation would have the power to indemnify  him  against
such liability under the provisions of this Section


(j) The indemnification  and  advancement  of  expenses provided by, or granted
pursuant to, this section shall, unless otherwise  provided  when authorized or
ratified,  continue  as  to a person who has ceased to be a director,  officer,
employee or agent and shall  inure  to  the benefit of the heirs, executors and
administrators of such person " Article Nine  of  the  registrant's Amended and
Restated  Certificate of Incorporation authorizes the registrant  to  indemnify
any current  or  former director, officer, employee, or agent of the registrant
against expenses,  judgments, fines, and amounts paid in settlement incurred by
him in connection with  any  threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal,  administrative,  or investigative, to the
fullest  extent  permitted by Section 145 of the Delaware  General  Corporation
Law. Article Ninth  further  provides  that  such  indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any 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, and shall continue as  to  a
person who has ceased to be a director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
Article  IX  of  the  registrant's  Bylaws provides that the registrant  "shall
indemnify its officers, directors and  authorized  agents  for  all liabilities
incurred  directly,  indirectly or incidentally to services performed  for  the
Corporation, to the fullest extent permitted under Delaware law existing now or
hereinafter enacted."


ITEM 6. EXEMPTION FROM REGISTRATION CLAIMED.


Not applicable.

ITEM 7. EXHIBITS.
5. Opinion regarding legality,  Consent  of  Joseph  L.  Pittera  (included  in
Exhibit 5)
23.1 Consent of MaloneBailey, LLP
99. 2010 Consultant Stock Plan

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes to file, during any period in
which  offers  or  sales  are  being  made,  a post-effective amendment to this
registration statement (1) to include any material  information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration  statement;  (2)
that,  for the purpose of determining any liability under the Securities Act of
1933,  each  such  post-effective  amendment  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from  registration by means of a post-
effective amendment any of the securities being  registered which remain unsold
at the termination of the offering.


(b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933,  each filing of the
registrant's annual report pursuant to Section 13(a) or Section  15(d)  of  the
Securities  Exchange  Act  of  1934  that  is  incorporated by reference in the
registration  statement  shall  be  deemed to be a new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant  in the
successful  defense  of  any  action,  suit  or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered,  the registrant will, unless in the  opinion  of  its  counsel  the
matter has been  settled  by  controlling  precedent,  submit  to  a  court  of
appropriate  jurisdiction  the  question  whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE> 3

SIGNATURES

Pursuant to the requirements of the Securities  Act  of  1933,  the  registrant
certifies  that it has reasonable grounds to believe that it meets all  of  the
requirements  for  filing  on  Form  S-8  and has duly caused this registration
statement  to  be  signed  on  its behalf by the  undersigned,  thereunto  duly
authorized, in the City of Indian  Rocks  Beach, State of Florida, on this 25th
day of May 2010.


VALCOM, INC.


By:    /s/ Vince  Vellardita
----------------------------
Vince Vellardita
Chairman, Chief Executive Officer
and President


Pursuant to the requirements of the Securities  Act  of  1933,  this  Form  S-8
registration  statement  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:


Dated:  June 3, 2010             /s/  Vince  Vellardita
                                --------------------------------------
                                Vince  Vellardita
                                Chairman,  Chief  Executive
                                Officer and President

<PAGE> 4

INDEX TO EXHIBITS


EXHIBIT NUMBER DESCRIPTION

5.  	Opinion  regarding  legality,  Consent  of  Joseph  L. Pittera
	(included in Exhibit 5)
23.1 	Consent of MaloneBailey, LLP
99. 	2010 Consultant Stock Plan

<PAGE> 5

EXHIBIT 5.
LAW OFFICES OF JOSEPH L. PITTERA


                             2214 Torrance Blvd.
                                  Suite 101
                          Torrance, California 90501
                           Telephone (310) 328-3588
                           Facsimile (310) 328-3063
                                 June 2, 2010


                      ValCom, Inc., 2113 A Gulf Boulevard


                       Indian Rocks Beach, Florida 33785

Re: 2010 Consultant Stock Plan (the "Plan")

Ladies and Gentlemen:

We  have  acted  as  counsel  to  ValCom,  Inc.,  a  Delaware corporation  (the
"Company") in connection with the preparation and filing  with  the  Securities
and  Exchange  Commission  under  the  Securities  Act of 1933 of the Company's
Registration  Statement  on  Form  S-8  relating  to 3,000,000  shares  of  the
Company's common stock, par value $.001 (the "Shares"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance  of  the Shares, the
Amended  and  Restated  Certificate  of  Incorporation of the Company  and  all
amendments thereto, the Bylaws of the Company,  and  such  other  documents and
matters as we have deemed necessary to the rendering of the following  opinion.
Based  upon  that  review,  it  is  our opinion that the Shares, when issued in
conformance with the terms and conditions  of the Plan, will be validly issued,
fully paid, and non-assessable under the Delaware  General  Corporation Law. We
do  not  find  it  necessary  for  the purposes of this opinion to  cover,  and
accordingly we express no opinion as  to,  the application of the securities or
blue sky laws of the various states as to the  issuance and sale of the Shares.
We consent to the use of this opinion in the registration  statement filed with
the Securities and Exchange Commission in connection with the  registration  of
the Shares.




JOSEPH L. PITTERA, ESQ.


/s/  Joseph  L.  Pittera
------------------------
Joseph  L.  Pittera

<PAGE> 6

EXHIBIT 23.1
AUDITOR'S CONSENT

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  consent to the incorporation by reference in this Registration Statement on
Form  S-8  of  our  report  dated February 22, 2010 with respect to the audited
consolidated financial statements of ValCom, Inc. for the years ended September
30, 2009 and 2008.


/s/ MaloneBailey, LLP
-----------------------
MaloneBailey, LLP
www.malone*bailey.com
Houston, Texas


June 3, 2010

<PAGE> 7

EXHIBIT 99.


                                 VALCOM, INC.
                          2010 CONSULTANT STOCK PLAN
                               PURPOSE OF PLAN


WHEREAS, the purpose of this  2010  Consultant  Stock  Plan  is  to advance the
interests of the Company by helping the Company obtain and retain  the services
of  persons  providing  consulting  services  upon  whose judgment, initiative,
efforts and/or services the Company is substantially  dependent, by offering to
or  providing  those  persons  with  incentives or inducements  affording  such
persons an opportunity to become owners of capital stock of the Company.

                         TERMS AND CONDITIONS OF PLAN

1. DEFINITIONS. Set forth below are definitions  of  capitalized terms that are
generally  used  throughout this Plan, or references to  provisions  containing
such definitions (capitalized terms whose use is limited to specific provisions
are not referenced in this Section):


(a) AFFILIATE - The  term  "Affiliate" is defined as any person controlling the
Company, controlled by the Company, or under common control with the Company.


(b) AWARD - The term "Award"  is  collectively  and  severally  defined  as any
Options or Award Shares granted under this Plan.


(c) AWARD SHARES - The term "Award Shares" is defined as shares of Common Stock
granted by the Plan Committee in accordance with SECTION 6 of this Plan.


(d)  BOARD  -  The  term  "Board"  is  defined as the Board of Directors of the
Company, as such body may be reconstituted from time to time.

(e) COMMON STOCK - The term "Common Stock"  is  defined as the Company's common
stock, par value $0.001.

(f)  COMPANY  -  The  term  "Company" is defined as ValCom,  Inc.,  a  Delaware
corporation.

(g) DISPOSED - The term "Disposed"  (or  the  equivalent terms "Disposition" or
"Dispose") is defined as any transfer or alienation  of  an  Award  which would
directly  or  indirectly  change  the  legal  or  beneficial ownership thereof,
whether voluntary or by operation of law, or with or  without  the  payment  or
provision  of  consideration,  including, by way of example and not limitation:
(i) the sale, assignment, bequest  or  gift  of the Award; (ii) any transaction
that creates or grants an option, warrant, or  right  to  obtain an interest in
the Award; (iii) any transaction that creates a form of joint  ownership in the
Award between the Recipient and one or more other Persons; (iv) any Disposition
of  the  Award  to  a  creditor  of the Recipient, including the hypothecation,
encumbrance or pledge of the Award  or  any interest therein, or the attachment
or imposition of a lien by a creditor of  the  Recipient  of  the  Award or any
interest  therein  which  is  not  released  within thirty (30) days after  the
imposition thereof; (v) any distribution by a  Recipient  which is an entity to
its stockholders, partners, co-venturers or members, as the  case  may  be,  or
(vi)  any distribution by a Recipient which is a fiduciary such as a trustee or
custodian to its settlors or beneficiaries.

<PAGE> 8

(h) ELIGIBLE  PERSON  -  The  term "Eligible Person" means any Person who, at a
particular time, is a consultant  to  the  Company or an Affiliate who provides
bona  fide  consulting  services to the Company  or  the  Affiliate,  PROVIDED,
HOWEVER, no Award hereunder may be granted to any Person in connection with the
provision of any services  incident  to  the raising of capital or promotion or
maintenance of a market for the Company's securities.


(i) FAIR MARKET VALUE - The term "Fair Market  Value"  means  the  fair  market
value  as  of the applicable valuation date of the Option Shares, Award Shares,
or other shares of Common Stock, as the case may be, to be valued (the "SUBJECT
SHARES"), determined  by  the Plan Committee in its good faith judgment, but in
no event shall the Fair Market  Value be less than the par value of the Subject
Shares.


(j) ISSUED SHARES - The term "Issued  Shares"  is  defined  as shares of Common
Stock issued pursuant to the terms of this Plan.


(k) OPTION - The term "Option" is defined as an option to purchase Common Stock
granted  by  the  Plan  Committee  pursuant  to the terms of the Plan  and,  in
particular, the terms of SECTION 5 of the Plan.


(l) OPTION PRICE - The term "Option Price" is  defined  in SECTION 5(b) of this
Plan.

(m) OPTION SHARES - The term "Option Shares" is defined as the shares of Common
Stock which an Option entitles the holder thereof to purchase.

(n)  PERSON  -  The  term "Person" is defined, in its broadest  sense,  as  any
individual, entity or  fiduciary such as, by way of example and not limitation,
individual or natural persons, corporations, partnerships (limited or general),
joint-ventures, associations,   limited  liability  companies/partnerships,  or
fiduciary arrangements, such as trusts.

(o) PLAN - The term "Plan" is defined as this 2010 Consultant Stock Plan.


(p)  PLAN  COMMITTEE  -  The term "Plan Committee" is defined as that Committee
appointed  by  the  Board  to  administer  and  interpret  this  Plan  as  more
particularly described in SECTION  3  of  the Plan; PROVIDED, HOWEVER, that the
term  Plan Committee will refer to the Board  during  such  times  as  no  Plan
Committee is appointed by the Board.


(q) RESTRICTED  SHARES  -  The  term  "Restricted  Shares" is defined as Option
Shares or Award Shares, as the case may be, that are subject to restrictions as
more particularly set forth in SECTION 7 of this Plan.


(r) RECIPIENT - The term "Recipient" is defined as any  Eligible Person who, at
a particular time, receives the grant of an Award. 2 (s)  SECURITIES  ACT - The
term  "Securities  Act"  is  defined  as the Securities Act of 1933, as amended
(references herein to Sections of the Securities  Act  are intended to refer to
Sections of the Securities Act as enacted at the time of  the  adoption of this
Plan by the Board and as subsequently amended, or to any substantially  similar
successor  provisions  of  the  Securities  Act  resulting from recodification,
renumbering or otherwise).


2. TERM OF PLAN. This Plan shall be effective as of  such time and date as this
Plan  is  adopted  by  the Board, and this Plan shall terminate  on  the  first
business day prior to the  ten  (10)  year  anniversary  of  the date this Plan
became effective. No grants of Options shall be made under this Plan before the
date  this  Plan  becomes  effective  or  after  the date this Plan terminates;
PROVIDED, HOWEVER, that (i) all Awards granted pursuant  to  this Plan prior to
the  effective  date  of this Plan shall not be affected by the termination  of
this Plan and (ii) all  other  provisions  of  this Plan shall remain in effect
until the terms of all outstanding Awards have been  satisfied or terminated in
accordance with this Plan and the terms of such Awards.


3. PLAN ADMINISTRATION.


(a) Plan Committee.


(i) The Plan shall be administered and interpreted by a committee consisting of
one (1) or more members of the Board; PROVIDED, HOWEVER, no member of the Board
who may serve as a member of the Plan Committee if such person serves or served
as a member of the plan committee with respect to any  plan  (other  than  this
Plan)  of  the  Company  or  its Affiliates which plan was or is established to
comply  with  the provisions of  Rule  16b-3(c)(2)(i)  to  the  Securities  and
Exchange Act of  1934, as amended (i.e., pertaining to the establishment of so-
called "Section 16b-3 Plans"), and, by reason of such person's proposed service
as a member of the  Plan  Committee,  such  person  would  not  be considered a
"disinterested"  person  within the meaning of said Rule with respect  to  such
other plan.


(ii) Members of the Plan Committee may resign at any time by delivering written
notice to the Board. Vacancies  in  the  Plan  Committee shall be filled by the
Board. The Plan Committee shall act by a majority of its members in office. The
Plan Committee may act either by vote at a meeting  or by a memorandum or other
written instrument signed by a majority of the Plan Committee.


(iii) If the Board, in its discretion, does not appoint  a  Plan Committee, the
Board itself will administer and interpret the Plan and take such other actions
as the Plan Committee is authorized to take hereunder; provided  that the Board
may take such actions hereunder in the same manner as the Board may  take other
actions  under  the  Certificate  of  Incorporation  and  bylaws of the Company
generally.


(b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.  While  serving on
the  Plan  Committee,  such  members  shall  not  be  eligible for selection as
Eligible Persons to whom an Award may be granted under the Plan.


(c)  POWER TO MAKE AWARDS. The Plan Committee shall have  the  full  and  final
authority  in  its  sole discretion, at any time and from time-to-time, subject
only to the express terms,  conditions  and other provisions of the Certificate
of Incorporation of the Company and this  Plan, and the specific limitations on
such discretion set forth herein, to


(i) Designate the Eligible Persons or classes  of  Eligible Persons eligible to
receive Awards from among the Eligible Persons;


(ii)  Grant Awards to such selected Eligible Persons  or  classes  of  Eligible
Persons  in such form and amount (subject to the terms of the Plan) as the Plan
Committee shall determine;


(iii) Impose  such  limitations,  restrictions and conditions upon any Award as
the  Plan Committee shall deem appropriate  and  necessary  including,  without
limitation,  the  term  of Options and any vesting conditions attached thereto,
and any vesting and repurchase  conditions  described in SECTIONS 5 or 7 placed
upon grants of Option Shares or Award Shares;


(iv)  Interpret  the  Plan,  adopt,  amend and rescind  rules  and  regulations
relating to the Plan, and make all other  determinations  and  take  all  other
action necessary or advisable for the implementation and administration of  the
Plan; and


(v) Delegate all or a portion of its authority under subsections (i) through


(iii)  of  this  SECTION  3(c)  to one or more directors of the Company who are
executive officers of the Company, subject to such restrictions and limitations
(such as the aggregate number of shares of Common Stock that may be awarded) as
the  Plan  Committee  may decide to  impose  on  such  delegate  directors.  In
determining the recipient,  form and amount of Awards, the Plan Committee shall
consider any factors deemed relevant,  including  the  individual's  functions,
responsibilities,  value  of  services  to  the  Company and past and potential
contributions to the Company's profitability and sound growth.

<PAGE> 9

(d) INTERPRETATION OF PLAN. The Plan Committee shall,  in its sole and absolute
discretion,  interpret  and determine the effect of all matters  and  questions
relating to this Plan. The  interpretations  and  determinations  of  the  Plan
Committee   under   the   Plan  (including  without  limitation  determinations
pertaining to the eligibility  of  Persons  to receive Awards, the form, amount
and timing of Awards, the methods of payment  for  Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need  not be uniform and may be
made  by  the  Plan  Committee selectively among Persons who  receive,  or  are
eligible to receive, Awards  under  the  Plan,  whether or not such Persons are
similarly   situated.   All   actions   taken   and  all  interpretations   and
determinations made under this Plan in good faith  by  the Plan Committee shall
be final and binding upon the Recipient, the Company, and  all other interested
Persons.  No member of the Plan Committee shall be personally  liable  for  any
action taken  or  decision  made  in  good faith relating to this Plan, and all
members of the Plan Committee shall be  fully  protected and indemnified to the
fullest extent permitted under applicable law by  the Company in respect to any
such action, determination, or interpretation.

(e) COMPENSATION; ADVISORS. Members of the Plan Committee  shall  receive  such
compensation  for  their services as members as may be determined by the Board.
All expenses and liabilities  incurred  by  members  of  the  Plan Committee in
connection with the administration of the Plan shall be borne by  the  Company.
The  Plan  Committee  may,  with  the  approval of the Board, employ attorneys,
consultants, accountants, appraisers, brokers, or other Persons, at the cost of
the Company. The Plan Committee, the Company  and  its  officers  and directors
shall be entitled to rely upon the advice, opinions, or valuations  of any such
Persons.


4. STOCK POOL.


(a)  MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of stock which  may
be issued  or  granted  under  the  Plan  shall  be  authorized and unissued or
treasury  shares of Common Stock. The aggregate maximum  number  of  shares  of
Common Stock  which may be issued in exercise of Options or as a grant of Award
Shares, as the  case  may be, shall not exceed 3,000,000 shares of Common Stock
(the "STOCK POOL"); PROVIDED,  HOWEVER,  that such number shall be increased by
the following:


(i) Any shares of Common Stock tendered by  a  Recipient  as payment for Option
Shares or Award Shares;


(ii) Any rights to shares of Common Stock surrendered by a Recipient as payment
for Option Shares or Award Shares;


(iii) Any shares of Common Stock subject to an Option which  for  any reason is
terminated unexercised or expires; and


<PAGE> 10

(iv) Any Restricted Shares, which are granted as Option Shares or Award Shares,
and are subsequently forfeited by the holders thereof.

(b)  CALCULATING  SHARES AVAILABLE FOR AWARDS. For purposes of calculating  the
maximum number of shares  of Common Stock in the Stock Pool which may be issued
under the Plan, the following rules shall apply:


(i) When Options are exercised,  and  when  cash  is  used  as full payment for
shares  issued upon exercise of such Options, all the shares issued  (including
the shares,  if  any,  withheld  for  tax  withholding  requirements)  shall be
counted;


(ii)  When  Options are exercised, and when shares of Common Stock are used  as
full or partial  payment  for  shares  issued upon exercise of such Options, if
permitted by the Plan Committee, only the  net  shares  issued  (including  the
shares,  if  any,  withheld for tax withholding requirements) shall be counted;
and


(iii) When Award Shares  are  granted  and the Plan Committee elects to require
payment with respect to such grant, and when shares of Common Stock are used as
full or partial payment for the grant of  such  shares,  only  the  net  shares
issued   (including   the   shares,   if  any,  withheld  for  tax  withholding
requirements) shall be counted.


(c) DATE OF AWARD. The date an Award is granted shall mean the date selected by
the Plan Committee as of which the Plan  Committee  allots a specific number of
shares to a Recipient with respect to such Award pursuant to the Plan.


5. OPTIONS (TO PURCHASE OPTION SHARES).


(a)  GRANT.  The  Plan  Committee may from time to time,  and  subject  to  the
provisions  of the Plan and  such  other  terms  and  conditions  as  the  Plan
Committee may  prescribe,  grant  to any Eligible Person one or more options to
purchase for cash or shares the number  of  shares  of Common Stock ("Options")
allotted by the Plan Committee; PROVIDED, HOWEVER, no  Option  shall be granted
to any Eligible Person who is a member of the Plan Committee. The  grant  of an
Option shall be evidenced by either a written consulting agreement or a written
option  certificate  separate  from such agreement, executed by the Company and
the Recipient, stating the number  of  shares  of  Common  Stock subject to the
Option, and stating all terms and conditions of such Option.


(b)  OPTION  PRICE.  The purchase price per Option Share deliverable  upon  the
exercise of an Option  (the  "OPTION  PRICE")  shall  be  such  price as may be
determined by the Plan Committee; PROVIDED, HOWEVER, the Option Price  may  not
be  less  than  the  eighty  five  percent  (85%)  of  Fair Market Value of the
underlying Option Shares as of the date of the grant of the Option.

<PAGE> 11

(c)  OPTION  TERM; EXPIRATION. The term of each Option shall  commence  at  the
grant date for  such  Option  as  determined  by  the Plan Committee, and shall
expire,  unless  an  earlier  expiration  date  is expressly  provided  in  the
underlying  consulting  agreement  or separate option  certificate  or  another
Section of this Plan, on the first business  day  prior  to  the  ten (10) year
anniversary of the date of grant thereof.

(d)  EXERCISE DATE. Unless a later exercise date is expressly provided  in  the
underlying consulting agreement or option certificate or another Section of the
Plan,  each  Option  shall  become  exercisable  on  the  date  of its grant as
determined  by  the  Plan Committee. No Option shall be exercisable  after  the
expiration of its applicable  term. Subject to the foregoing, each Option shall
be exercisable in whole or in part  during its applicable term unless expressly
provided  otherwise  in  the  underlying   consulting   agreement   or   option
certificate.


(e) VESTING PROVISIONS. The Plan Committee may, in its sole discretion, subject
Options  granted  to  Recipients  to  such  vesting  conditions  pertaining  to
continued  provision  of consulting services to the Company or any Affiliate or
the  attainment of goals  as  the  Plan  Committee,  in  its  sole  discretion,
determines  are  appropriate;  PROVIDED,  HOWEVER,  in no case shall any Option
provide for the vesting of Option Shares for a period  of  time  which  exceeds
five (5) years from date of grant of the Option, or on a cumulative incremental
percentage  basis  which  is  less  than  twenty  percent (20%) per year. If no
vesting  is  expressly  provided  in  the  underlying consulting  agreement  or
separate option certificate, the Option shares  shall  be  deemed  fully vested
upon date of grant.


(f)  MANNER  OF EXERCISE AND PAYMENT. An exercisable Option, or any exercisable
portion thereof, may be exercised solely by delivery of all of the following to
the Secretary  of  the Company at his or her office at the Company prior to the
time when such Option  or such portion becomes unexercisable under this SECTION
5: (i) Notice in writing  signed by the Recipient or other Person then entitled
to exercise the Option or portion  thereof  stating that such Option or portion
is  exercised,  such notice complying with the  procedures  set  forth  in  the
applicable  consulting  agreement  or  option  certificate  which  governs  the
exercise of the  Option, and any other applicable rules established by the Plan
Committee.


(ii) Full payment  for  the shares with respect to which such Option or portion
is thereby exercised as follows (or any combination of the following):


(1) In good funds (in U.S. dollars) by cash or by check; and/or


(2) If expressly permitted  in  the  underlying  consulting agreement or option
certificate, or otherwise consented to by the Plan Committee in writing:


(A) Shares of Common Stock owned by the Recipient duly endorsed for transfer to
the  Company  with a Fair Market Value on the date of  delivery  equal  to  the
aggregate Option Price of the Option Shares with respect to which the Option or
portion is thereby exercised;


(B) The surrender  or relinquishment of rights to acquire Common Stock owned by
the Recipient with a  Fair  Market  Value  on the date of delivery equal to the
aggregate Option Price of the Option Shares with respect to which the Option or
portion is thereby exercised; or


(C) A full recourse promissory note bearing  interest  (not less than a rate as
shall then preclude the imputation of interest under the  Internal Revenue Code
of 1986, as amended) and payable upon such terms as may be  prescribed  by  the
Plan Committee. The Plan Committee may also prescribe the form of such note and
the  security  to  be  given for such note. PROVIDED, HOWEVER, no Option may be
exercised by delivery of  a  promissory  note  or by a loan from the Company if
such loan or other extension of credit is prohibited  by  law  at  the  time of
exercise of this Option or does not comply with the provisions of Regulation  G
promulgated  by the Federal Reserve Board with respect to "Margin Stock" if the
Company and the Recipient are then subject to such Regulation.


(iii) Such representations and documents as the Plan Committee, in its absolute
discretion,  deems  necessary  or  advisable  to  effect  compliance  with  all
applicable provisions  of  the  Securities  Act  and any other federal or state
securities  laws  or  regulations.  The Plan Committee  may,  in  its  absolute
discretion,  also take whatever additional  actions  it  deems  appropriate  to
effect such compliance  including, without limitation, placing legends on share
certificates  and  issuing   stop-transfer   orders   to  transfer  agents  and
registrars.


(iv) In the event that the Option or portion thereof shall  be exercised by any
Person other than the Recipient, appropriate proof of the right  of such person
or persons to exercise the Option or portion thereof.


(g)   NON-ASSIGNABILITY.   Except  as  expressly  provided  in  the  underlying
consulting agreement or option  certificate, Options may not be Disposed by the
Recipient, nor exercised by any Person  other  than  the Recipient, without the
prior written consent of the Company, which consent the Company may withhold in
its sole and absolute discretion, and such Options shall,  upon the Disposition
or  exercise  of  such  Option  without  the  Company's prior written  consent,
terminate and be null and void AB INITIO and of no further force and effect.


(h) NO STOCKHOLDER RIGHTS. The Recipient shall  not  be,  nor  have  any of the
rights  or  privileges  of,  a  stockholder of the Company with respect to  the
Option Shares unless and until all  conditions  for  exercise of the Option and
the issuance of certificates for the Option Shares shall be satisfied, at which
time the Recipient shall become a stockholder of the Company  with  respect  to
the  Option  Shares  and  as such shall thereafter be fully entitled to receive
dividends (if any are declared  and  paid),  to  vote and to exercise all other
rights of a stockholder with respect to the Option Shares.


6. AWARD SHARES.


(a)  GRANT.  The  Plan  Committee may from time to time,  and  subject  to  the
provisions  of the Plan and  such  other  terms  and  conditions  as  the  Plan
Committee may  prescribe,  grant  to  any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted  by  the  Plan  Committee.  The grant of
Award  Shares or grant of the right to receive Award Shares shall be  evidenced
by either  a  written  consulting  agreement  or  a  separate written agreement
confirming such grant, executed by the Company and the

<PAGE> 12

Recipient, stating the number of Award Shares granted and stating all terms and
conditions of such grant.

(b)  PURCHASE  PRICE  AND MANNER OF PAYMENT. The Plan Committee,  in  its  sole
discretion, may grant Award Shares in any of the following instances:


(i) as a "bonus" or "reward"  for services previously rendered and compensated,
in which case the recipient of  the  Award  Shares shall not be required to pay
any consideration for such Award Shares, and  the  value  of  such Award Shares
shall be the Fair Market Value of such Award Shares on the date of grant;


(ii)  as  "compensation" for the previous performance or future performance  of
services or  attainment  of  goals,  in  which  case the recipient of the Award
Shares shall not be required to pay any consideration  for  such  Award  Shares
(other  than  the  performance  of  his  services), and the value of such Award
Shares received (together with the value of  such  services  or  attainment  of
goals  attained  by  the  Recipient),  may not be less than eighty-five percent
(85%) of the Fair Market Value of such Award Shares on the date of grant; or


(iii) in consideration for the payment of  a  purchase  price  for  such  Award
Shares in an amount established by the Plan Committee, which purchase price may
not  be  less  than  eighty-five percent (85%) of the Fair Market Value of such
Award Shares as of the date of grant of such purchase right.


7. RESTRICTED SHARES.


(a) VESTING CONDITIONS;  FORFEITURE  OF UNVESTED SHARES. The Plan Committee may
subject or condition the grant of Issued  Shares  (hereinafter  referred  to as
"RESTRICTED  SHARES") to such vesting conditions based upon continued provision
of services or  attainment  of  goals  subsequent  to  such grant of Restricted
Shares as the Plan Committee, in its sole discretion, may  deem appropriate. In
the event the Recipient does not satisfy such vesting conditions,  the  Company
may  require  the  Recipient, subject to the payment terms of SECTION 7(b),  to
forfeit such unvested  Restricted Shares. All vesting conditions imposed on the
grant of Restricted Shares,  including  payment  terms  complying  with SECTION
7(b), shall be set forth in either a written consulting agreement or a separate
written  restricted stock agreement, executed by the Company and the  Recipient
on or before  the  time  of  the  grant  of such Restricted Shares, stating the
number  of  said  Restricted  Shares subject to  such  conditions  and  further
specifying the vesting conditions.  If  no  vesting  conditions  are  expressly
provided  in  the  underlying  consulting agreement or in a separate restricted
stock agreement, the Issued Shares shall not be deemed to be Restricted Shares,
and will not be required to be forfeited.  Any grant of Restricted Shares shall
be subject to the following limitations:


(i) In no case shall such vesting conditions  require  continued  provision  of
services or attainment of goals, as the case may be, subsequent to the grant of
Restricted  Shares,  for a period of time which exceeds five (5) years from the
date of grant, or on a  cumulative  incremental  percentage basis which is less
than twenty percent (20%) per year;

<PAGE> 13

(ii)  In  no  case  shall  the  Recipient  be required to  forfeit  any  vested
Restricted Shares; and

(iii) In the event of the forfeiture of any  unvested  Restricted  Shares,  the
Company  shall  pay  to  the  Recipient  with  respect  to all of such unvested
Restricted Shares an amount equal to the original purchase  price, if any, paid
by the Recipient for such unvested Restricted Shares.


(b) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the  event a Recipient
does  not satisfy applicable vesting conditions placed upon Restricted  Shares,
and the  Company  exercises  its right to require the Recipient to forfeit such
unvested Restricted Shares, the  Company shall be required to pay the Recipient
an amount not less than:


(i) The higher of the original purchase  price  for  such  forfeited Restricted
Shares OR the Fair Market Value of such forfeited Restricted Shares on the date
of the event triggering such repurchase rights; or


(ii) The original purchase price for such vested Restricted  Shares;  PROVIDED,
HOWEVER, that the right to repurchase in favor of the Company must lapse at the
rate  of  at  least twenty percent (20%) per year over five (5) years from  the
date of grant of  the Restricted Shares. The payments to be made by the Company
to a Recipient for  forfeited Restricted Shares pursuant to SUBSECTION (ii) may
only be in the form of cash or cancellation of purchase money indebtedness with
respect to the purchase of said Restricted Shares by the Recipient, if any, and
must be paid no later than ninety (90) days of the date of termination.


(c)  RESTRICTIVE  LEGEND.  Until  such  time  as  all  conditions  placed  upon
Restricted Shares lapse,  the  Plan Committee may place a restrictive legend on
the share certificate representing  such Restricted Shares which evidences said
restrictions in such form and subject  to  such  stop  instructions as the Plan
Committee shall deem appropriate. The conditions shall similarly  apply  to any
new,  additional  or different securities the Recipient may become entitled  to
receive with respect  to  such  Restricted Shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital structure of the
Company. The Plan Committee shall  also  have  the right, should it elect to do
so,  to  require  the  Recipient  to  deposit  the share  certificate  for  the
Restricted  Shares  with  the  Company  or  its agent,  endorsed  in  blank  or
accompanied by a duly executed irrevocable stock  power  or other instrument of
transfer, until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares, which become vested.

(d)  STOCKHOLDER  RIGHTS.  The Recipient of Restricted Shares  shall  have  all
rights or privileges of a stockholder  of  the  Company  with  respect  to  the
Restricted  Shares  notwithstanding  the  terms  of  this  SECTION  7 (with the
exception  of  SUBSECTION (e) hereof) and, as such, shall be fully entitled  to
receive dividends  (if  any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the
Restricted Shares.

<PAGE> 14

(e)  NON-ASSIGNABILITY.  Except   as   expressly  provided  in  the  underlying
consulting agreement or restricted stock  agreement, unvested Restricted Shares
may not be Disposed by the Recipient without  the  prior written consent of the
Company,  which  consent  the  Company may withhold in its  sole  and  absolute
discretion, and such purported Disposition shall be null and void AB INITIO and
of no force and effect.

8. REGISTRATION OF ISSUED SHARES.


(a) REGISTRATION OR EXEMPTION FROM REGISTRATION. Unless expressly stipulated in
the  underlying  consulting  agreement   or   separate  option  certificate  or
agreement, in no event shall the Company be required  at  any  time to register
the  Issued Shares under the Securities Act (including, without limitation,  as
part of  any  primary  or  secondary  offering,  or pursuant to Form S-8) or to
register or qualify the Issued Shares under the securities laws of any state or
territory (including, without limitation, pursuant  to  Section  25110  of  the
California  Securities  Act).  In  the  event  the  Company  is not required to
register  or qualify the Issued Shares, the Issued Shares shall  be  issued  in
reliance upon  such exemptions from registration or qualification under federal
and state securities  laws,  as the case may be, that the Company and its legal
counsel, in their reasonable discretion,  shall  determine  to  be appropriate,
including, without limitation:


(i) In the case of federal securities laws, any of the following, if available:


Section 3(b) of the Securities Act for Limited Offerings and Rules  504  and/or
505  of Regulation D promulgated thereto, and/or Section 4(2) of the Securities
Act for private offerings and Rule 506 of Regulation D promulgated thereto, and

(ii) In  the  case  of  California  securities  laws,  Section  25102(f) of the
California Securities Act of 1968, as amended, or, if the Recipient  is  then a
resident  of  and/or  domiciled  within  another state, the requirements of any
applicable  exemptions  from  registration or  qualification  afforded  by  the
securities laws of such state. If requested by the Company, the Recipient shall
provide such further representations  or  documents as the Company or its legal
counsel, in their reasonable discretion, deem  necessary  or advisable in order
to  effect  compliance  with  the  conditions of any and all of  the  aforesaid
exemptions from federal or state registration  or  qualification  which  it  is
relying  upon,  or  with all applicable rules and regulations of any applicable
securities exchanges. If required by the Company, the Recipient shall provide a
letter from a purchaser  representative  with credentials reasonably acceptable
to the Company to the effect that such purchaser  representative  has  reviewed
the  Recipient's  proposed  investment  in the Issued Shares and has determined
that an investment in the Issued Shares:  (A)  is  appropriate  in light of the
Recipient's financial circumstances, (B) that the purchaser representative and,
if applicable, the Recipient, have such knowledge and experience  in  financial
and business matters that such persons are capable of evaluating the merits and
risks of an investment in the Issued
Shares,  and  (C)  that  the  purchaser  representative and, if applicable, the
Recipient, have such business or financial  experience to be reasonably assumed
to have the capacity to protect the Recipient's  interests  in  connection with
the purchase of the Issued Shares.

<PAGE> 15

In the event the Company is unable to obtain, without undue burden  or expense,
such  consents or approvals that may be required from any applicable regulatory
authority  (or may be deemed reasonably necessary or advisable by legal counsel
for the Company)  with  respect  to  the  applicable exemptions from federal or
state registration or qualification which the  Company  is  reasonably  relying
upon,  the  Company  shall have no obligation under this Agreement to issue  or
sell the Issued Shares  until  such  time  as such consents or approvals may be
reasonably obtained without undue burden or  expense,  and the Company shall be
relieved of all liability with respect to its inability  to  issue  or sell the
Issued Shares.

(b) LEGEND. In the event the Company delivers unregistered shares, the  Company
reserves  the  right  to place a restricted legend on the share certificate  or
certificates to comply  with  the  Securities  Act  and any state and territory
securities laws or any exemption from registration or  qualification thereunder
which is being relied upon by the Company.

9. ADJUSTMENTS.

(a) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares  of  Common  Stock
shall   be   subdivided   into   a  greater  number  of  shares  by  reason  of
recapitalization or reclassification,  the number of shares of Common Stock, if
any, available for issuance in the Stock  Pool  shall,  simultaneously with the
effectiveness of such subdivision or immediately after the  record date of such
dividend, be proportionately increased, and the Option Price of any outstanding
Options in effect immediately prior to such subdivision or at  the  record date
of   such  dividend  shall,  simultaneously  with  the  effectiveness  of  such
subdivision  or  immediately  after  the  record  date  of  such  dividend,  be
proportionately  reduced,  and  (ii)  conversely,  if the outstanding shares of
Common Stock shall be combined into a smaller number  of  shares, the number of
shares of Common Stock, if any, available for issuance in the Stock Pool shall,
simultaneously with the effectiveness of such combination,  be  proportionately
increased, and the Option Price of any outstanding Option in effect immediately
prior to such combination shall, simultaneously with the effectiveness  of such
combination, be proportionately increased.

(b)  ADJUSTMENT TO OPTION PRICE. When any adjustment is required to be made  in
the Option  Price,  the  number  of shares purchasable upon the exercise of any
outstanding Option shall be adjusted  to  that  number of shares determined by:
(i) multiplying an amount equal to the number of  shares  purchasable  upon the
exercise of the Option immediately prior to such adjustment by the Option Price
in effect immediately prior to such adjustment, and then


(ii) dividing that product by the Option Price in effect immediately after such
adjustment.  PROVIDED,  HOWEVER, no fractional shares shall be issued, and  any
fractional shares resulting  from  the computations pursuant to this SECTION 10
shall be eliminated from the Option.

<PAGE> 16

(c) CAPITAL REORGANIZATION OR RECLASSIFICATION;  CONSOLIDATION  or  MERGER.  In
case  of  any  capital  reorganization  or any reclassification of Common Stock
(other than a recapitalization hereinabove  described  in SECTION 10(a), or the
consolidation, merger, combination or exchange of shares  with  another entity,
or  the divisive reorganization of the Company, the Recipient shall  thereafter
be entitled  upon  exercise  of  the  Option to purchase the kind and number of
shares  of  stock  or other securities or  property  of  the  Company  (or  its
successor{s}) receivable upon such event by a Recipient of the number of shares
of Common Stock of the  Company  which  such  Option  entitles the Recipient to
purchase from the Company immediately prior to such event.  In every such case,
the Company may appropriately adjust the number of shares of  Common  Stock  in
the  Pool  which  may  be issued under the Plan, the number of shares of Common
Stock subject to Options  theretofore  granted under the Plan, the Option Price
of Options theretofore granted under the  Plan,  and  any and all other matters
deemed appropriate by the Plan Committee.

(d) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD.  To the extent that the
foregoing  adjustments  relate  to  stock  or securities of the  Company,  such
adjustments shall be made by the Plan Committee,  whose  determination  in that
respect shall be final, binding and conclusive.


(e)  NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided in this SECTION
10, (i)  the  Recipient  shall  have  no rights by reason of any subdivision or
consolidation of shares of stock of any  class  or  the  payment  of  any stock
dividend or any other increase or decrease in the number of shares of stock  of
any  class,  and  (ii)  the  dissolution, liquidation, merger, consolidation or
divisive reorganization or sale  of  assets or stock to another corporation, or
any  issue  by the Company of shares of  stock  of  any  class,  or  securities
convertible into  shares  of  stock  of  any  class,  shall  not affect, and no
adjustment by reason thereof shall be made with respect to, the  number  of, or
the  Option  Price for, the shares. The grant of an Award 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, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.


10. PERFORMANCE ON BUSINESS DAY. In the event the date on which a party to this
Plan is required to take  any  action  under  the  terms  of this Plan is not a
business day, the action shall, unless otherwise provided herein,  be deemed to
be required to be taken on the next succeeding business day.


11. EMPLOYMENT STATUS. In no event shall the granting of an Award be  construed
as  granting  a continued right of employment to a Recipient if such Person  is
employed by the  Company,  nor  effect  any right which the Company may have to
terminate the employment of such Person,  at  any  time, with or without cause,
except to the extent that such Person and the Company  have agreed otherwise in
writing.

<PAGE> 17

12.  NON-LIABILITY  FOR  DEBTS.  No  Options  granted  hereunder,  or  unvested
Restricted Shares granted hereunder, or any part thereof,  shall  be liable for
the  debts,  contracts,  or  engagements  of  a  Recipient  or such Recipient's
successors  in  interest  or  shall  be  subject  to  disposition by  transfer,
alienation,  or  any  other  means  whether such disposition  be  voluntary  or
involuntary or by operation of law, by judgment, levy, attachment, garnishment,
or  any other legal or equitable proceeding  (including  bankruptcy),  and  any
attempted  disposition  thereof  shall  be  null  and  void ab initio and of no
further force and effect.

13. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.


(a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The  Board  may  amend  the
Plan  or  suspend  or  discontinue  the  Plan at any time or from time-to-time;
PROVIDED,  HOWEVER  no such action may adversely  alter  or  impair  any  Award
previously granted under  this  Plan  without  the  consent  of  each Recipient
affected thereby.


(b)  MODIFICATION  OF  TERMS  OF OUTSTANDING OPTIONS. Subject to the terms  and
conditions and within the limitations  of  this  Plan,  the  Plan Committee may
modify, extend or renew outstanding Options granted under this  Plan, including
vesting  conditions,  or  accept the surrender of outstanding Options  (to  the
extent not theretofore exercised)  and authorize the granting of new Options in
substitution   therefore   (to   the   extent   not   theretofore   exercised).
Notwithstanding the foregoing, however,  no  modification  of  any  outstanding
Option  may,  without  the consent of the Recipient affected thereby, adversely
alter or impair such Recipient's rights under such Option.


(c) MODIFICATION OF RESTRICTED  SHARE  VESTING CONDITIONS. Subject to the terms
and  conditions and within the limitations  of  this  Plan,  including  vesting
conditions,  the Plan Committee may modify the conditions placed upon the grant
of any Restricted  Shares, PROVIDED, HOWEVER, no modification of any conditions
placed upon Restricted  Shares  may,  without  the  consent  of  the  Recipient
thereof, adversely alter or impair such Recipient's rights with respect to such
Restricted Shares.


(d)  COMPLIANCE  WITH LAWS. The Plan Committee may at any time or from time-to-
time, without receiving  further  consideration  from any Person who may become
entitled to receive or who has received the grant of an Award hereunder, modify
or  amend  Awards  granted under this Plan as required  to:  (i)  comport  with
changes in securities,  tax  or  other laws or rules, regulations or regulatory
interpretations thereof applicable  to  this  Plan  or Awards there-under or to
comply with stock exchange rules or requirements and/or  (ii)  ensure that this
Plan  is  and  remains  or  shall  become  exempt from the application  of  any
participation,  vesting,  benefit  accrual,  funding,   fiduciary,   reporting,
disclosure,  administration  or  enforcement requirement of either the Employee
Retirement  Income  Security  Act  of   1974,  as  amended  ("ERISA"),  or  the
corresponding provisions of the Internal  Revenue  Code  of  1986,  as  amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing SECTIONS 400 to

<PAGE> 18

420  of  the  Code}).  PROVIDED, HOWEVER, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.


14. WITHHOLDING TAXES. As a condition of the grant of any Award and/or exercise
of any Option, as the case  may be, the Company shall have the right to require
the Recipient to remit to the  Company  an  amount  sufficient  to  satisfy any
federal, state and/or local withholding tax requirements incident to such grant
or  exercise. PROVIDED, HOWEVER, whenever the Company is delivering any  shares
of Common Stock the Company may, in its sole discretion, but without obligation
to do  so,  issue  or transfer such shares of Common Stock net of the number of
shares sufficient to  satisfy any withholding tax requirements incident to such
issuance or transfer. For  withholding tax purposes, the shares of Common Stock
shall be valued on the date the withholding obligation is incurred.

<PAGE> 19
[{"type": "S-8", "sequence": "1", "filename": "vcis8052510.txt", "description": "VALCOM INC, S-8", "secsgml_size_bytes": 63469}]
{"company-data": {"conformed-name": "VALCOM, INC", "cik": "0001013453", "assigned-sic": "7819", "irs-number": "581700840", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-167293", "film-number": "10876499"}, "business-address": {"street1": "2113A GULF BOULEVARD", "city": "INDIAN ROCKS BEACH", "state": "FL", "zip": "33785", "phone": "727-953-9778"}, "mail-address": {"street1": "2113A GULF BOULEVARD", "city": "INDIAN ROCKS BEACH", "state": "FL", "zip": "33785"}, "former-company": [{"former-conformed-name": "VALCOM INC", "date-changed": "20040816"}, {"former-conformed-name": "VALCOM  INC", "date-changed": "20030213"}, {"former-conformed-name": "SBI COMMUNICATIONS INC", "date-changed": "20030204"}]}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                 VALCOM, INC.
	    ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            SECURITIES AND EXCHANGE COMMISSION FILE NUMBER O-28416

              Delaware                               58-1700840
-------------------------------			---------------------
(State or other jurisdiction of                   (I.R.S.  Employer
 incorporation or organization)                  Identification  No.)

              2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785
	---------------------------------------------------------
             (Address of principal executive offices) (Zip Code)

                          2010 CONSULTANT STOCK PLAN
			----------------------------
                           (Full title of the plan)

                               Vince Vellardita
                   2113A GULF BOULEVARD, INDIAN ROCKS BEACH
                                 FLORIDA 33785
		--------------------------------------------
                   (Name and address of agent for service)

                                (727) 953-9778
	---------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
Proposed  	Proposed
Title of 					   Maximum	Maximum
Securities        Amounts to be    Offering  	   Aggregate  	Amount of
to be	          to be 	   Price 	   Offering 	Registration
Registered	  Registered	   Per Share (1)   Price (1) 	Fee
--------------   -------------    -------------    ----------  	-----------
Common  Stock    3,000,000          $.10           $300,000   	$21.39
==============   =============    =============    =========== 	===========
(1) Includes an indeterminate number of additional shares that may be issued to
adjust  the number of shares issued pursuant to the stock plan described herein
as the result  of  any future stock split, stock dividend or similar adjustment
of the registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on the Over-the-Counter Bulletin Board on November 15, 2005.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  into  this
registration statement:

(a) The Annual Report  on  Form 10-K/A for the fiscal years ended September 30,
2009  and  2008, filed by the  registrant  with  the  Securities  and  Exchange
Commission (the  "Commission")  on  February  22,  2010  which contains audited
consolidated  financial statements for the most recent fiscal  year  for  which
such statements have been filed.

(b)  The Quarterly  Report  on Form 10-Q for the fiscal quarter ended March 31,
2010, filed by the registrant with the Commission on May 24, 2010.

(c)  The Quarterly Report on  Form  10-Q  for the fiscal quarter ended December
31, 2009, filed by the registrant with the Commission on March 08, 2010.

(d) The Quarterly Report on Form 10-Q for the  fiscal  quarter  ended  June 30,
2009,  and filed by the registrant with the Commission on August 21, 2009,  and
the Amendment to the Form 10-Q filed with the Commission on October 5, 2009.

 (e) The  description  of  the  registrant's common stock, which is included in
Form 10KSB, filed with the Commission on February 17, 2004.

(k) In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the  Securities Exchange Act, prior to
the filing of a post-effective amendment which  indicates  that  all securities
offered  have  been  sold  or  which  deregisters all securities then remaining
unsold, shall be deemed to be incorporated  by reference into this registration
statement and to be a part hereof from the date of filing of such documents.
1

ITEM 4. DESCRIPTION OF SECURITIES.

Not  applicable.  The class of securities to be  offered  is  registered  under
Section 12 of the Exchange Act.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 ("Indemnification  of  officers,  directors,  employees and agents;
insurance") of the Delaware General Corporation Law provides  in pertinent part
as follows:

"(a) A corporation shall have power to indemnify any person who  was  or  is  a
party  or  is  threatened  to  be  made  a  party to any threatened, pending or
completed action, suit or proceeding, whether  civil,  criminal, administrative
or investigative (other than an action by or in the right  of  the corporation)
by reason of the fact that he 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in  settlement actually and reasonably
incurred by him in connection with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect  to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or 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  which  he  reasonably  believed  to  be  in  or not opposed to the best
interests  of  the  corporation, and, with respect to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation shall  have  power  to  indemnify  any person who was or is a
party  or  is  threatened  to  be  made a party to any threatened,  pending  or
completed action or suit by or in the  right  of  the  corporation to procure a
judgment  in  its  favor by reason of the fact that he 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
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 of Chancery or the court in which such action or suit 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 which the Court
of Chancery or such other court shall deem proper.

(c)  To  the  extent  that  a present and  former  director  or  officer  of  a
corporation has been successful  on  the  merits or otherwise in defense of any
action,  suit  or proceeding referred to in subsections  (a)  and  (b),  or  in
defense of any claim,  issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
2

(d) Any indemnification  under  subsections  (a)  and  (b) (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 present  or  former  director,
officer,  employee  or agent is proper in the circumstances because he has  met
the applicable standard  of  conduct set forth in subsections (a) and (b). Such
determination shall be made, with  respect  to  a  person  who is a director or
officer  at  the  time  of such determination, (1) by a majority  vote  of  the
directors who are not parties  to  such action, suit or proceeding, even though
less  than a quorum, or (2) by a committee  of  such  directors  designated  by
majority  vote  of  such  directors,  even though less than a quorum, or (3) if
there are no such directors, or if such  directors  so  direct,  by independent
legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or  director in
defending any civil, criminal, administrative or investigative action,  suit or
proceeding  may  be paid by the corporation in advance of the final disposition
of such action, suit  or  proceeding  upon  receipt  of an undertaking by or on
behalf  of  such  director  or  officer to repay such amount  if  it  shall  be
ultimately  determined  that he is  not  entitled  to  be  indemnified  by  the
corporation as authorized  in this Section. Such expenses (including attorneys'
fees) incurred by former directors  and  officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The indemnification and advancement of  expenses  provided  by,  or granted
pursuant  to,  the  other  subsections  of  this  section  shall  not be deemed
exclusive of any other rights
to  which  those  seeking  indemnification  or  advancement of expenses may  be
entitled  under  any by-law, agreement, vote of stockholders  or  disinterested
directors or otherwise,  both  as  to action in his official capacity and as to
action in another capacity while holding such office.

(g) A 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
and incurred by him in any such capacity, or arising out of his status as such,
whether  or not the corporation would have the power to indemnify  him  against
such liability under the provisions of this Section

(j) The indemnification  and  advancement  of  expenses provided by, or granted
pursuant to, this section shall, unless otherwise  provided  when authorized or
ratified,  continue  as  to a person who has ceased to be a director,  officer,
employee or agent and shall  inure  to  the benefit of the heirs, executors and
administrators of such person " Article Nine  of  the  registrant's Amended and
Restated  Certificate of Incorporation authorizes the registrant  to  indemnify
any current  or  former director, officer, employee, or agent of the registrant
against expenses,  judgments, fines, and amounts paid in settlement incurred by
him in connection with  any  threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal,  administrative,  or investigative, to the
fullest  extent  permitted by Section 145 of the Delaware  General  Corporation
Law. Article Ninth  further  provides  that  such  indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any 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, and shall continue as  to  a
person who has ceased to be a director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
Article  IX  of  the  registrant's  Bylaws provides that the registrant  "shall
indemnify its officers, directors and  authorized  agents  for  all liabilities
incurred  directly,  indirectly or incidentally to services performed  for  the
Corporation, to the fullest extent permitted under Delaware law existing now or
hereinafter enacted."

ITEM 6. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 7. EXHIBITS.
5. Opinion regarding legality,  Consent  of  Joseph  L.  Pittera  (included  in
Exhibit 5)
23.1 Consent of MaloneBailey, LLP
99. 2010 Consultant Stock Plan

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes to file, during any period in
which  offers  or  sales  are  being  made,  a post-effective amendment to this
registration statement (1) to include any material  information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration  statement;  (2)
that,  for the purpose of determining any liability under the Securities Act of
1933,  each  such  post-effective  amendment  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from  registration by means of a post-
effective amendment any of the securities being  registered which remain unsold
at the termination of the offering.

(b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933,  each filing of the
registrant's annual report pursuant to Section 13(a) or Section  15(d)  of  the
Securities  Exchange  Act  of  1934  that  is  incorporated by reference in the
registration  statement  shall  be  deemed to be a new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant  in the
successful  defense  of  any  action,  suit  or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered,  the registrant will, unless in the  opinion  of  its  counsel  the
matter has been  settled  by  controlling  precedent,  submit  to  a  court  of
appropriate  jurisdiction  the  question  whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
3

SIGNATURES

Pursuant to the requirements of the Securities  Act  of  1933,  the  registrant
certifies  that it has reasonable grounds to believe that it meets all  of  the
requirements  for  filing  on  Form  S-8  and has duly caused this registration
statement  to  be  signed  on  its behalf by the  undersigned,  thereunto  duly
authorized, in the City of Indian  Rocks  Beach, State of Florida, on this 25th
day of May 2010.

VALCOM, INC.

By:    /s/ Vince  Vellardita
----------------------------
Vince Vellardita
Chairman, Chief Executive Officer
and President

Pursuant to the requirements of the Securities  Act  of  1933,  this  Form  S-8
registration  statement  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

Dated:  June 3, 2010             /s/  Vince  Vellardita
                                --------------------------------------
                                Vince  Vellardita
                                Chairman,  Chief  Executive
                                Officer and President
4

INDEX TO EXHIBITS

EXHIBIT NUMBER DESCRIPTION

5.  	Opinion  regarding  legality,  Consent  of  Joseph  L. Pittera
	(included in Exhibit 5)
23.1 	Consent of MaloneBailey, LLP
99. 	2010 Consultant Stock Plan
5

EXHIBIT 5.
LAW OFFICES OF JOSEPH L. PITTERA

                             2214 Torrance Blvd.
                                  Suite 101
                          Torrance, California 90501
                           Telephone (310) 328-3588
                           Facsimile (310) 328-3063
                                 June 2, 2010

                      ValCom, Inc., 2113 A Gulf Boulevard

                       Indian Rocks Beach, Florida 33785

Re: 2010 Consultant Stock Plan (the "Plan")

Ladies and Gentlemen:

We  have  acted  as  counsel  to  ValCom,  Inc.,  a  Delaware corporation  (the
"Company") in connection with the preparation and filing  with  the  Securities
and  Exchange  Commission  under  the  Securities  Act of 1933 of the Company's
Registration  Statement  on  Form  S-8  relating  to 3,000,000  shares  of  the
Company's common stock, par value $.001 (the "Shares"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance  of  the Shares, the
Amended  and  Restated  Certificate  of  Incorporation of the Company  and  all
amendments thereto, the Bylaws of the Company,  and  such  other  documents and
matters as we have deemed necessary to the rendering of the following  opinion.
Based  upon  that  review,  it  is  our opinion that the Shares, when issued in
conformance with the terms and conditions  of the Plan, will be validly issued,
fully paid, and non-assessable under the Delaware  General  Corporation Law. We
do  not  find  it  necessary  for  the purposes of this opinion to  cover,  and
accordingly we express no opinion as  to,  the application of the securities or
blue sky laws of the various states as to the  issuance and sale of the Shares.
We consent to the use of this opinion in the registration  statement filed with
the Securities and Exchange Commission in connection with the  registration  of
the Shares.

JOSEPH L. PITTERA, ESQ.

/s/  Joseph  L.  Pittera
------------------------
Joseph  L.  Pittera
6

EXHIBIT 23.1
AUDITOR'S CONSENT

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  consent to the incorporation by reference in this Registration Statement on
Form  S-8  of  our  report  dated February 22, 2010 with respect to the audited
consolidated financial statements of ValCom, Inc. for the years ended September
30, 2009 and 2008.

/s/ MaloneBailey, LLP
-----------------------
MaloneBailey, LLP
www.malone*bailey.com
Houston, Texas

June 3, 2010
7

EXHIBIT 99.

                                 VALCOM, INC.
                          2010 CONSULTANT STOCK PLAN
                               PURPOSE OF PLAN

WHEREAS, the purpose of this  2010  Consultant  Stock  Plan  is  to advance the
interests of the Company by helping the Company obtain and retain  the services
of  persons  providing  consulting  services  upon  whose judgment, initiative,
efforts and/or services the Company is substantially  dependent, by offering to
or  providing  those  persons  with  incentives or inducements  affording  such
persons an opportunity to become owners of capital stock of the Company.

                         TERMS AND CONDITIONS OF PLAN

1. DEFINITIONS. Set forth below are definitions  of  capitalized terms that are
generally  used  throughout this Plan, or references to  provisions  containing
such definitions (capitalized terms whose use is limited to specific provisions
are not referenced in this Section):

(a) AFFILIATE - The  term  "Affiliate" is defined as any person controlling the
Company, controlled by the Company, or under common control with the Company.

(b) AWARD - The term "Award"  is  collectively  and  severally  defined  as any
Options or Award Shares granted under this Plan.

(c) AWARD SHARES - The term "Award Shares" is defined as shares of Common Stock
granted by the Plan Committee in accordance with SECTION 6 of this Plan.

(d)  BOARD  -  The  term  "Board"  is  defined as the Board of Directors of the
Company, as such body may be reconstituted from time to time.

(e) COMMON STOCK - The term "Common Stock"  is  defined as the Company's common
stock, par value $0.001.

(f)  COMPANY  -  The  term  "Company" is defined as ValCom,  Inc.,  a  Delaware
corporation.

(g) DISPOSED - The term "Disposed"  (or  the  equivalent terms "Disposition" or
"Dispose") is defined as any transfer or alienation  of  an  Award  which would
directly  or  indirectly  change  the  legal  or  beneficial ownership thereof,
whether voluntary or by operation of law, or with or  without  the  payment  or
provision  of  consideration,  including, by way of example and not limitation:
(i) the sale, assignment, bequest  or  gift  of the Award; (ii) any transaction
that creates or grants an option, warrant, or  right  to  obtain an interest in
the Award; (iii) any transaction that creates a form of joint  ownership in the
Award between the Recipient and one or more other Persons; (iv) any Disposition
of  the  Award  to  a  creditor  of the Recipient, including the hypothecation,
encumbrance or pledge of the Award  or  any interest therein, or the attachment
or imposition of a lien by a creditor of  the  Recipient  of  the  Award or any
interest  therein  which  is  not  released  within thirty (30) days after  the
imposition thereof; (v) any distribution by a  Recipient  which is an entity to
its stockholders, partners, co-venturers or members, as the  case  may  be,  or
(vi)  any distribution by a Recipient which is a fiduciary such as a trustee or
custodian to its settlors or beneficiaries.
8

(h) ELIGIBLE  PERSON  -  The  term "Eligible Person" means any Person who, at a
particular time, is a consultant  to  the  Company or an Affiliate who provides
bona  fide  consulting  services to the Company  or  the  Affiliate,  PROVIDED,
HOWEVER, no Award hereunder may be granted to any Person in connection with the
provision of any services  incident  to  the raising of capital or promotion or
maintenance of a market for the Company's securities.

(i) FAIR MARKET VALUE - The term "Fair Market  Value"  means  the  fair  market
value  as  of the applicable valuation date of the Option Shares, Award Shares,
or other shares of Common Stock, as the case may be, to be valued (the "SUBJECT
SHARES"), determined  by  the Plan Committee in its good faith judgment, but in
no event shall the Fair Market  Value be less than the par value of the Subject
Shares.

(j) ISSUED SHARES - The term "Issued  Shares"  is  defined  as shares of Common
Stock issued pursuant to the terms of this Plan.

(k) OPTION - The term "Option" is defined as an option to purchase Common Stock
granted  by  the  Plan  Committee  pursuant  to the terms of the Plan  and,  in
particular, the terms of SECTION 5 of the Plan.

(l) OPTION PRICE - The term "Option Price" is  defined  in SECTION 5(b) of this
Plan.

(m) OPTION SHARES - The term "Option Shares" is defined as the shares of Common
Stock which an Option entitles the holder thereof to purchase.

(n)  PERSON  -  The  term "Person" is defined, in its broadest  sense,  as  any
individual, entity or  fiduciary such as, by way of example and not limitation,
individual or natural persons, corporations, partnerships (limited or general),
joint-ventures, associations,   limited  liability  companies/partnerships,  or
fiduciary arrangements, such as trusts.

(o) PLAN - The term "Plan" is defined as this 2010 Consultant Stock Plan.

(p)  PLAN  COMMITTEE  -  The term "Plan Committee" is defined as that Committee
appointed  by  the  Board  to  administer  and  interpret  this  Plan  as  more
particularly described in SECTION  3  of  the Plan; PROVIDED, HOWEVER, that the
term  Plan Committee will refer to the Board  during  such  times  as  no  Plan
Committee is appointed by the Board.

(q) RESTRICTED  SHARES  -  The  term  "Restricted  Shares" is defined as Option
Shares or Award Shares, as the case may be, that are subject to restrictions as
more particularly set forth in SECTION 7 of this Plan.

(r) RECIPIENT - The term "Recipient" is defined as any  Eligible Person who, at
a particular time, receives the grant of an Award. 2 (s)  SECURITIES  ACT - The
term  "Securities  Act"  is  defined  as the Securities Act of 1933, as amended
(references herein to Sections of the Securities  Act  are intended to refer to
Sections of the Securities Act as enacted at the time of  the  adoption of this
Plan by the Board and as subsequently amended, or to any substantially  similar
successor  provisions  of  the  Securities  Act  resulting from recodification,
renumbering or otherwise).

2. TERM OF PLAN. This Plan shall be effective as of  such time and date as this
Plan  is  adopted  by  the Board, and this Plan shall terminate  on  the  first
business day prior to the  ten  (10)  year  anniversary  of  the date this Plan
became effective. No grants of Options shall be made under this Plan before the
date  this  Plan  becomes  effective  or  after  the date this Plan terminates;
PROVIDED, HOWEVER, that (i) all Awards granted pursuant  to  this Plan prior to
the  effective  date  of this Plan shall not be affected by the termination  of
this Plan and (ii) all  other  provisions  of  this Plan shall remain in effect
until the terms of all outstanding Awards have been  satisfied or terminated in
accordance with this Plan and the terms of such Awards.

3. PLAN ADMINISTRATION.

(a) Plan Committee.

(i) The Plan shall be administered and interpreted by a committee consisting of
one (1) or more members of the Board; PROVIDED, HOWEVER, no member of the Board
who may serve as a member of the Plan Committee if such person serves or served
as a member of the plan committee with respect to any  plan  (other  than  this
Plan)  of  the  Company  or  its Affiliates which plan was or is established to
comply  with  the provisions of  Rule  16b-3(c)(2)(i)  to  the  Securities  and
Exchange Act of  1934, as amended (i.e., pertaining to the establishment of so-
called "Section 16b-3 Plans"), and, by reason of such person's proposed service
as a member of the  Plan  Committee,  such  person  would  not  be considered a
"disinterested"  person  within the meaning of said Rule with respect  to  such
other plan.

(ii) Members of the Plan Committee may resign at any time by delivering written
notice to the Board. Vacancies  in  the  Plan  Committee shall be filled by the
Board. The Plan Committee shall act by a majority of its members in office. The
Plan Committee may act either by vote at a meeting  or by a memorandum or other
written instrument signed by a majority of the Plan Committee.

(iii) If the Board, in its discretion, does not appoint  a  Plan Committee, the
Board itself will administer and interpret the Plan and take such other actions
as the Plan Committee is authorized to take hereunder; provided  that the Board
may take such actions hereunder in the same manner as the Board may  take other
actions  under  the  Certificate  of  Incorporation  and  bylaws of the Company
generally.

(b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.  While  serving on
the  Plan  Committee,  such  members  shall  not  be  eligible for selection as
Eligible Persons to whom an Award may be granted under the Plan.

(c)  POWER TO MAKE AWARDS. The Plan Committee shall have  the  full  and  final
authority  in  its  sole discretion, at any time and from time-to-time, subject
only to the express terms,  conditions  and other provisions of the Certificate
of Incorporation of the Company and this  Plan, and the specific limitations on
such discretion set forth herein, to

(i) Designate the Eligible Persons or classes  of  Eligible Persons eligible to
receive Awards from among the Eligible Persons;

(ii)  Grant Awards to such selected Eligible Persons  or  classes  of  Eligible
Persons  in such form and amount (subject to the terms of the Plan) as the Plan
Committee shall determine;

(iii) Impose  such  limitations,  restrictions and conditions upon any Award as
the  Plan Committee shall deem appropriate  and  necessary  including,  without
limitation,  the  term  of Options and any vesting conditions attached thereto,
and any vesting and repurchase  conditions  described in SECTIONS 5 or 7 placed
upon grants of Option Shares or Award Shares;

(iv)  Interpret  the  Plan,  adopt,  amend and rescind  rules  and  regulations
relating to the Plan, and make all other  determinations  and  take  all  other
action necessary or advisable for the implementation and administration of  the
Plan; and

(v) Delegate all or a portion of its authority under subsections (i) through

(iii)  of  this  SECTION  3(c)  to one or more directors of the Company who are
executive officers of the Company, subject to such restrictions and limitations
(such as the aggregate number of shares of Common Stock that may be awarded) as
the  Plan  Committee  may decide to  impose  on  such  delegate  directors.  In
determining the recipient,  form and amount of Awards, the Plan Committee shall
consider any factors deemed relevant,  including  the  individual's  functions,
responsibilities,  value  of  services  to  the  Company and past and potential
contributions to the Company's profitability and sound growth.
9

(d) INTERPRETATION OF PLAN. The Plan Committee shall,  in its sole and absolute
discretion,  interpret  and determine the effect of all matters  and  questions
relating to this Plan. The  interpretations  and  determinations  of  the  Plan
Committee   under   the   Plan  (including  without  limitation  determinations
pertaining to the eligibility  of  Persons  to receive Awards, the form, amount
and timing of Awards, the methods of payment  for  Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need  not be uniform and may be
made  by  the  Plan  Committee selectively among Persons who  receive,  or  are
eligible to receive, Awards  under  the  Plan,  whether or not such Persons are
similarly   situated.   All   actions   taken   and  all  interpretations   and
determinations made under this Plan in good faith  by  the Plan Committee shall
be final and binding upon the Recipient, the Company, and  all other interested
Persons.  No member of the Plan Committee shall be personally  liable  for  any
action taken  or  decision  made  in  good faith relating to this Plan, and all
members of the Plan Committee shall be  fully  protected and indemnified to the
fullest extent permitted under applicable law by  the Company in respect to any
such action, determination, or interpretation.

(e) COMPENSATION; ADVISORS. Members of the Plan Committee  shall  receive  such
compensation  for  their services as members as may be determined by the Board.
All expenses and liabilities  incurred  by  members  of  the  Plan Committee in
connection with the administration of the Plan shall be borne by  the  Company.
The  Plan  Committee  may,  with  the  approval of the Board, employ attorneys,
consultants, accountants, appraisers, brokers, or other Persons, at the cost of
the Company. The Plan Committee, the Company  and  its  officers  and directors
shall be entitled to rely upon the advice, opinions, or valuations  of any such
Persons.

4. STOCK POOL.

(a)  MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of stock which  may
be issued  or  granted  under  the  Plan  shall  be  authorized and unissued or
treasury  shares of Common Stock. The aggregate maximum  number  of  shares  of
Common Stock  which may be issued in exercise of Options or as a grant of Award
Shares, as the  case  may be, shall not exceed 3,000,000 shares of Common Stock
(the "STOCK POOL"); PROVIDED,  HOWEVER,  that such number shall be increased by
the following:

(i) Any shares of Common Stock tendered by  a  Recipient  as payment for Option
Shares or Award Shares;

(ii) Any rights to shares of Common Stock surrendered by a Recipient as payment
for Option Shares or Award Shares;

(iii) Any shares of Common Stock subject to an Option which  for  any reason is
terminated unexercised or expires; and
10

(iv) Any Restricted Shares, which are granted as Option Shares or Award Shares,
and are subsequently forfeited by the holders thereof.

(b)  CALCULATING  SHARES AVAILABLE FOR AWARDS. For purposes of calculating  the
maximum number of shares  of Common Stock in the Stock Pool which may be issued
under the Plan, the following rules shall apply:

(i) When Options are exercised,  and  when  cash  is  used  as full payment for
shares  issued upon exercise of such Options, all the shares issued  (including
the shares,  if  any,  withheld  for  tax  withholding  requirements)  shall be
counted;

(ii)  When  Options are exercised, and when shares of Common Stock are used  as
full or partial  payment  for  shares  issued upon exercise of such Options, if
permitted by the Plan Committee, only the  net  shares  issued  (including  the
shares,  if  any,  withheld for tax withholding requirements) shall be counted;
and

(iii) When Award Shares  are  granted  and the Plan Committee elects to require
payment with respect to such grant, and when shares of Common Stock are used as
full or partial payment for the grant of  such  shares,  only  the  net  shares
issued   (including   the   shares,   if  any,  withheld  for  tax  withholding
requirements) shall be counted.

(c) DATE OF AWARD. The date an Award is granted shall mean the date selected by
the Plan Committee as of which the Plan  Committee  allots a specific number of
shares to a Recipient with respect to such Award pursuant to the Plan.

5. OPTIONS (TO PURCHASE OPTION SHARES).

(a)  GRANT.  The  Plan  Committee may from time to time,  and  subject  to  the
provisions  of the Plan and  such  other  terms  and  conditions  as  the  Plan
Committee may  prescribe,  grant  to any Eligible Person one or more options to
purchase for cash or shares the number  of  shares  of Common Stock ("Options")
allotted by the Plan Committee; PROVIDED, HOWEVER, no  Option  shall be granted
to any Eligible Person who is a member of the Plan Committee. The  grant  of an
Option shall be evidenced by either a written consulting agreement or a written
option  certificate  separate  from such agreement, executed by the Company and
the Recipient, stating the number  of  shares  of  Common  Stock subject to the
Option, and stating all terms and conditions of such Option.

(b)  OPTION  PRICE.  The purchase price per Option Share deliverable  upon  the
exercise of an Option  (the  "OPTION  PRICE")  shall  be  such  price as may be
determined by the Plan Committee; PROVIDED, HOWEVER, the Option Price  may  not
be  less  than  the  eighty  five  percent  (85%)  of  Fair Market Value of the
underlying Option Shares as of the date of the grant of the Option.
11

(c)  OPTION  TERM; EXPIRATION. The term of each Option shall  commence  at  the
grant date for  such  Option  as  determined  by  the Plan Committee, and shall
expire,  unless  an  earlier  expiration  date  is expressly  provided  in  the
underlying  consulting  agreement  or separate option  certificate  or  another
Section of this Plan, on the first business  day  prior  to  the  ten (10) year
anniversary of the date of grant thereof.

(d)  EXERCISE DATE. Unless a later exercise date is expressly provided  in  the
underlying consulting agreement or option certificate or another Section of the
Plan,  each  Option  shall  become  exercisable  on  the  date  of its grant as
determined  by  the  Plan Committee. No Option shall be exercisable  after  the
expiration of its applicable  term. Subject to the foregoing, each Option shall
be exercisable in whole or in part  during its applicable term unless expressly
provided  otherwise  in  the  underlying   consulting   agreement   or   option
certificate.

(e) VESTING PROVISIONS. The Plan Committee may, in its sole discretion, subject
Options  granted  to  Recipients  to  such  vesting  conditions  pertaining  to
continued  provision  of consulting services to the Company or any Affiliate or
the  attainment of goals  as  the  Plan  Committee,  in  its  sole  discretion,
determines  are  appropriate;  PROVIDED,  HOWEVER,  in no case shall any Option
provide for the vesting of Option Shares for a period  of  time  which  exceeds
five (5) years from date of grant of the Option, or on a cumulative incremental
percentage  basis  which  is  less  than  twenty  percent (20%) per year. If no
vesting  is  expressly  provided  in  the  underlying consulting  agreement  or
separate option certificate, the Option shares  shall  be  deemed  fully vested
upon date of grant.

(f)  MANNER  OF EXERCISE AND PAYMENT. An exercisable Option, or any exercisable
portion thereof, may be exercised solely by delivery of all of the following to
the Secretary  of  the Company at his or her office at the Company prior to the
time when such Option  or such portion becomes unexercisable under this SECTION
5: (i) Notice in writing  signed by the Recipient or other Person then entitled
to exercise the Option or portion  thereof  stating that such Option or portion
is  exercised,  such notice complying with the  procedures  set  forth  in  the
applicable  consulting  agreement  or  option  certificate  which  governs  the
exercise of the  Option, and any other applicable rules established by the Plan
Committee.

(ii) Full payment  for  the shares with respect to which such Option or portion
is thereby exercised as follows (or any combination of the following):

(1) In good funds (in U.S. dollars) by cash or by check; and/or

(2) If expressly permitted  in  the  underlying  consulting agreement or option
certificate, or otherwise consented to by the Plan Committee in writing:

(A) Shares of Common Stock owned by the Recipient duly endorsed for transfer to
the  Company  with a Fair Market Value on the date of  delivery  equal  to  the
aggregate Option Price of the Option Shares with respect to which the Option or
portion is thereby exercised;

(B) The surrender  or relinquishment of rights to acquire Common Stock owned by
the Recipient with a  Fair  Market  Value  on the date of delivery equal to the
aggregate Option Price of the Option Shares with respect to which the Option or
portion is thereby exercised; or

(C) A full recourse promissory note bearing  interest  (not less than a rate as
shall then preclude the imputation of interest under the  Internal Revenue Code
of 1986, as amended) and payable upon such terms as may be  prescribed  by  the
Plan Committee. The Plan Committee may also prescribe the form of such note and
the  security  to  be  given for such note. PROVIDED, HOWEVER, no Option may be
exercised by delivery of  a  promissory  note  or by a loan from the Company if
such loan or other extension of credit is prohibited  by  law  at  the  time of
exercise of this Option or does not comply with the provisions of Regulation  G
promulgated  by the Federal Reserve Board with respect to "Margin Stock" if the
Company and the Recipient are then subject to such Regulation.

(iii) Such representations and documents as the Plan Committee, in its absolute
discretion,  deems  necessary  or  advisable  to  effect  compliance  with  all
applicable provisions  of  the  Securities  Act  and any other federal or state
securities  laws  or  regulations.  The Plan Committee  may,  in  its  absolute
discretion,  also take whatever additional  actions  it  deems  appropriate  to
effect such compliance  including, without limitation, placing legends on share
certificates  and  issuing   stop-transfer   orders   to  transfer  agents  and
registrars.

(iv) In the event that the Option or portion thereof shall  be exercised by any
Person other than the Recipient, appropriate proof of the right  of such person
or persons to exercise the Option or portion thereof.

(g)   NON-ASSIGNABILITY.   Except  as  expressly  provided  in  the  underlying
consulting agreement or option  certificate, Options may not be Disposed by the
Recipient, nor exercised by any Person  other  than  the Recipient, without the
prior written consent of the Company, which consent the Company may withhold in
its sole and absolute discretion, and such Options shall,  upon the Disposition
or  exercise  of  such  Option  without  the  Company's prior written  consent,
terminate and be null and void AB INITIO and of no further force and effect.

(h) NO STOCKHOLDER RIGHTS. The Recipient shall  not  be,  nor  have  any of the
rights  or  privileges  of,  a  stockholder of the Company with respect to  the
Option Shares unless and until all  conditions  for  exercise of the Option and
the issuance of certificates for the Option Shares shall be satisfied, at which
time the Recipient shall become a stockholder of the Company  with  respect  to
the  Option  Shares  and  as such shall thereafter be fully entitled to receive
dividends (if any are declared  and  paid),  to  vote and to exercise all other
rights of a stockholder with respect to the Option Shares.

6. AWARD SHARES.

(a)  GRANT.  The  Plan  Committee may from time to time,  and  subject  to  the
provisions  of the Plan and  such  other  terms  and  conditions  as  the  Plan
Committee may  prescribe,  grant  to  any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted  by  the  Plan  Committee.  The grant of
Award  Shares or grant of the right to receive Award Shares shall be  evidenced
by either  a  written  consulting  agreement  or  a  separate written agreement
confirming such grant, executed by the Company and the
12

Recipient, stating the number of Award Shares granted and stating all terms and
conditions of such grant.

(b)  PURCHASE  PRICE  AND MANNER OF PAYMENT. The Plan Committee,  in  its  sole
discretion, may grant Award Shares in any of the following instances:

(i) as a "bonus" or "reward"  for services previously rendered and compensated,
in which case the recipient of  the  Award  Shares shall not be required to pay
any consideration for such Award Shares, and  the  value  of  such Award Shares
shall be the Fair Market Value of such Award Shares on the date of grant;

(ii)  as  "compensation" for the previous performance or future performance  of
services or  attainment  of  goals,  in  which  case the recipient of the Award
Shares shall not be required to pay any consideration  for  such  Award  Shares
(other  than  the  performance  of  his  services), and the value of such Award
Shares received (together with the value of  such  services  or  attainment  of
goals  attained  by  the  Recipient),  may not be less than eighty-five percent
(85%) of the Fair Market Value of such Award Shares on the date of grant; or

(iii) in consideration for the payment of  a  purchase  price  for  such  Award
Shares in an amount established by the Plan Committee, which purchase price may
not  be  less  than  eighty-five percent (85%) of the Fair Market Value of such
Award Shares as of the date of grant of such purchase right.

7. RESTRICTED SHARES.

(a) VESTING CONDITIONS;  FORFEITURE  OF UNVESTED SHARES. The Plan Committee may
subject or condition the grant of Issued  Shares  (hereinafter  referred  to as
"RESTRICTED  SHARES") to such vesting conditions based upon continued provision
of services or  attainment  of  goals  subsequent  to  such grant of Restricted
Shares as the Plan Committee, in its sole discretion, may  deem appropriate. In
the event the Recipient does not satisfy such vesting conditions,  the  Company
may  require  the  Recipient, subject to the payment terms of SECTION 7(b),  to
forfeit such unvested  Restricted Shares. All vesting conditions imposed on the
grant of Restricted Shares,  including  payment  terms  complying  with SECTION
7(b), shall be set forth in either a written consulting agreement or a separate
written  restricted stock agreement, executed by the Company and the  Recipient
on or before  the  time  of  the  grant  of such Restricted Shares, stating the
number  of  said  Restricted  Shares subject to  such  conditions  and  further
specifying the vesting conditions.  If  no  vesting  conditions  are  expressly
provided  in  the  underlying  consulting agreement or in a separate restricted
stock agreement, the Issued Shares shall not be deemed to be Restricted Shares,
and will not be required to be forfeited.  Any grant of Restricted Shares shall
be subject to the following limitations:

(i) In no case shall such vesting conditions  require  continued  provision  of
services or attainment of goals, as the case may be, subsequent to the grant of
Restricted  Shares,  for a period of time which exceeds five (5) years from the
date of grant, or on a  cumulative  incremental  percentage basis which is less
than twenty percent (20%) per year;
13

(ii)  In  no  case  shall  the  Recipient  be required to  forfeit  any  vested
Restricted Shares; and

(iii) In the event of the forfeiture of any  unvested  Restricted  Shares,  the
Company  shall  pay  to  the  Recipient  with  respect  to all of such unvested
Restricted Shares an amount equal to the original purchase  price, if any, paid
by the Recipient for such unvested Restricted Shares.

(b) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the  event a Recipient
does  not satisfy applicable vesting conditions placed upon Restricted  Shares,
and the  Company  exercises  its right to require the Recipient to forfeit such
unvested Restricted Shares, the  Company shall be required to pay the Recipient
an amount not less than:

(i) The higher of the original purchase  price  for  such  forfeited Restricted
Shares OR the Fair Market Value of such forfeited Restricted Shares on the date
of the event triggering such repurchase rights; or

(ii) The original purchase price for such vested Restricted  Shares;  PROVIDED,
HOWEVER, that the right to repurchase in favor of the Company must lapse at the
rate  of  at  least twenty percent (20%) per year over five (5) years from  the
date of grant of  the Restricted Shares. The payments to be made by the Company
to a Recipient for  forfeited Restricted Shares pursuant to SUBSECTION (ii) may
only be in the form of cash or cancellation of purchase money indebtedness with
respect to the purchase of said Restricted Shares by the Recipient, if any, and
must be paid no later than ninety (90) days of the date of termination.

(c)  RESTRICTIVE  LEGEND.  Until  such  time  as  all  conditions  placed  upon
Restricted Shares lapse,  the  Plan Committee may place a restrictive legend on
the share certificate representing  such Restricted Shares which evidences said
restrictions in such form and subject  to  such  stop  instructions as the Plan
Committee shall deem appropriate. The conditions shall similarly  apply  to any
new,  additional  or different securities the Recipient may become entitled  to
receive with respect  to  such  Restricted Shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital structure of the
Company. The Plan Committee shall  also  have  the right, should it elect to do
so,  to  require  the  Recipient  to  deposit  the share  certificate  for  the
Restricted  Shares  with  the  Company  or  its agent,  endorsed  in  blank  or
accompanied by a duly executed irrevocable stock  power  or other instrument of
transfer, until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares, which become vested.

(d)  STOCKHOLDER  RIGHTS.  The Recipient of Restricted Shares  shall  have  all
rights or privileges of a stockholder  of  the  Company  with  respect  to  the
Restricted  Shares  notwithstanding  the  terms  of  this  SECTION  7 (with the
exception  of  SUBSECTION (e) hereof) and, as such, shall be fully entitled  to
receive dividends  (if  any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the
Restricted Shares.
14

(e)  NON-ASSIGNABILITY.  Except   as   expressly  provided  in  the  underlying
consulting agreement or restricted stock  agreement, unvested Restricted Shares
may not be Disposed by the Recipient without  the  prior written consent of the
Company,  which  consent  the  Company may withhold in its  sole  and  absolute
discretion, and such purported Disposition shall be null and void AB INITIO and
of no force and effect.

8. REGISTRATION OF ISSUED SHARES.

(a) REGISTRATION OR EXEMPTION FROM REGISTRATION. Unless expressly stipulated in
the  underlying  consulting  agreement   or   separate  option  certificate  or
agreement, in no event shall the Company be required  at  any  time to register
the  Issued Shares under the Securities Act (including, without limitation,  as
part of  any  primary  or  secondary  offering,  or pursuant to Form S-8) or to
register or qualify the Issued Shares under the securities laws of any state or
territory (including, without limitation, pursuant  to  Section  25110  of  the
California  Securities  Act).  In  the  event  the  Company  is not required to
register  or qualify the Issued Shares, the Issued Shares shall  be  issued  in
reliance upon  such exemptions from registration or qualification under federal
and state securities  laws,  as the case may be, that the Company and its legal
counsel, in their reasonable discretion,  shall  determine  to  be appropriate,
including, without limitation:

(i) In the case of federal securities laws, any of the following, if available:

Section 3(b) of the Securities Act for Limited Offerings and Rules  504  and/or
505  of Regulation D promulgated thereto, and/or Section 4(2) of the Securities
Act for private offerings and Rule 506 of Regulation D promulgated thereto, and

(ii) In  the  case  of  California  securities  laws,  Section  25102(f) of the
California Securities Act of 1968, as amended, or, if the Recipient  is  then a
resident  of  and/or  domiciled  within  another state, the requirements of any
applicable  exemptions  from  registration or  qualification  afforded  by  the
securities laws of such state. If requested by the Company, the Recipient shall
provide such further representations  or  documents as the Company or its legal
counsel, in their reasonable discretion, deem  necessary  or advisable in order
to  effect  compliance  with  the  conditions of any and all of  the  aforesaid
exemptions from federal or state registration  or  qualification  which  it  is
relying  upon,  or  with all applicable rules and regulations of any applicable
securities exchanges. If required by the Company, the Recipient shall provide a
letter from a purchaser  representative  with credentials reasonably acceptable
to the Company to the effect that such purchaser  representative  has  reviewed
the  Recipient's  proposed  investment  in the Issued Shares and has determined
that an investment in the Issued Shares:  (A)  is  appropriate  in light of the
Recipient's financial circumstances, (B) that the purchaser representative and,
if applicable, the Recipient, have such knowledge and experience  in  financial
and business matters that such persons are capable of evaluating the merits and
risks of an investment in the Issued
Shares,  and  (C)  that  the  purchaser  representative and, if applicable, the
Recipient, have such business or financial  experience to be reasonably assumed
to have the capacity to protect the Recipient's  interests  in  connection with
the purchase of the Issued Shares.
15

In the event the Company is unable to obtain, without undue burden  or expense,
such  consents or approvals that may be required from any applicable regulatory
authority  (or may be deemed reasonably necessary or advisable by legal counsel
for the Company)  with  respect  to  the  applicable exemptions from federal or
state registration or qualification which the  Company  is  reasonably  relying
upon,  the  Company  shall have no obligation under this Agreement to issue  or
sell the Issued Shares  until  such  time  as such consents or approvals may be
reasonably obtained without undue burden or  expense,  and the Company shall be
relieved of all liability with respect to its inability  to  issue  or sell the
Issued Shares.

(b) LEGEND. In the event the Company delivers unregistered shares, the  Company
reserves  the  right  to place a restricted legend on the share certificate  or
certificates to comply  with  the  Securities  Act  and any state and territory
securities laws or any exemption from registration or  qualification thereunder
which is being relied upon by the Company.

9. ADJUSTMENTS.

(a) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares  of  Common  Stock
shall   be   subdivided   into   a  greater  number  of  shares  by  reason  of
recapitalization or reclassification,  the number of shares of Common Stock, if
any, available for issuance in the Stock  Pool  shall,  simultaneously with the
effectiveness of such subdivision or immediately after the  record date of such
dividend, be proportionately increased, and the Option Price of any outstanding
Options in effect immediately prior to such subdivision or at  the  record date
of   such  dividend  shall,  simultaneously  with  the  effectiveness  of  such
subdivision  or  immediately  after  the  record  date  of  such  dividend,  be
proportionately  reduced,  and  (ii)  conversely,  if the outstanding shares of
Common Stock shall be combined into a smaller number  of  shares, the number of
shares of Common Stock, if any, available for issuance in the Stock Pool shall,
simultaneously with the effectiveness of such combination,  be  proportionately
increased, and the Option Price of any outstanding Option in effect immediately
prior to such combination shall, simultaneously with the effectiveness  of such
combination, be proportionately increased.

(b)  ADJUSTMENT TO OPTION PRICE. When any adjustment is required to be made  in
the Option  Price,  the  number  of shares purchasable upon the exercise of any
outstanding Option shall be adjusted  to  that  number of shares determined by:
(i) multiplying an amount equal to the number of  shares  purchasable  upon the
exercise of the Option immediately prior to such adjustment by the Option Price
in effect immediately prior to such adjustment, and then

(ii) dividing that product by the Option Price in effect immediately after such
adjustment.  PROVIDED,  HOWEVER, no fractional shares shall be issued, and  any
fractional shares resulting  from  the computations pursuant to this SECTION 10
shall be eliminated from the Option.
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(c) CAPITAL REORGANIZATION OR RECLASSIFICATION;  CONSOLIDATION  or  MERGER.  In
case  of  any  capital  reorganization  or any reclassification of Common Stock
(other than a recapitalization hereinabove  described  in SECTION 10(a), or the
consolidation, merger, combination or exchange of shares  with  another entity,
or  the divisive reorganization of the Company, the Recipient shall  thereafter
be entitled  upon  exercise  of  the  Option to purchase the kind and number of
shares  of  stock  or other securities or  property  of  the  Company  (or  its
successor{s}) receivable upon such event by a Recipient of the number of shares
of Common Stock of the  Company  which  such  Option  entitles the Recipient to
purchase from the Company immediately prior to such event.  In every such case,
the Company may appropriately adjust the number of shares of  Common  Stock  in
the  Pool  which  may  be issued under the Plan, the number of shares of Common
Stock subject to Options  theretofore  granted under the Plan, the Option Price
of Options theretofore granted under the  Plan,  and  any and all other matters
deemed appropriate by the Plan Committee.

(d) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD.  To the extent that the
foregoing  adjustments  relate  to  stock  or securities of the  Company,  such
adjustments shall be made by the Plan Committee,  whose  determination  in that
respect shall be final, binding and conclusive.

(e)  NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided in this SECTION
10, (i)  the  Recipient  shall  have  no rights by reason of any subdivision or
consolidation of shares of stock of any  class  or  the  payment  of  any stock
dividend or any other increase or decrease in the number of shares of stock  of
any  class,  and  (ii)  the  dissolution, liquidation, merger, consolidation or
divisive reorganization or sale  of  assets or stock to another corporation, or
any  issue  by the Company of shares of  stock  of  any  class,  or  securities
convertible into  shares  of  stock  of  any  class,  shall  not affect, and no
adjustment by reason thereof shall be made with respect to, the  number  of, or
the  Option  Price for, the shares. The grant of an Award 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, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

10. PERFORMANCE ON BUSINESS DAY. In the event the date on which a party to this
Plan is required to take  any  action  under  the  terms  of this Plan is not a
business day, the action shall, unless otherwise provided herein,  be deemed to
be required to be taken on the next succeeding business day.

11. EMPLOYMENT STATUS. In no event shall the granting of an Award be  construed
as  granting  a continued right of employment to a Recipient if such Person  is
employed by the  Company,  nor  effect  any right which the Company may have to
terminate the employment of such Person,  at  any  time, with or without cause,
except to the extent that such Person and the Company  have agreed otherwise in
writing.
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12.  NON-LIABILITY  FOR  DEBTS.  No  Options  granted  hereunder,  or  unvested
Restricted Shares granted hereunder, or any part thereof,  shall  be liable for
the  debts,  contracts,  or  engagements  of  a  Recipient  or such Recipient's
successors  in  interest  or  shall  be  subject  to  disposition by  transfer,
alienation,  or  any  other  means  whether such disposition  be  voluntary  or
involuntary or by operation of law, by judgment, levy, attachment, garnishment,
or  any other legal or equitable proceeding  (including  bankruptcy),  and  any
attempted  disposition  thereof  shall  be  null  and  void ab initio and of no
further force and effect.

13. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

(a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The  Board  may  amend  the
Plan  or  suspend  or  discontinue  the  Plan at any time or from time-to-time;
PROVIDED,  HOWEVER  no such action may adversely  alter  or  impair  any  Award
previously granted under  this  Plan  without  the  consent  of  each Recipient
affected thereby.

(b)  MODIFICATION  OF  TERMS  OF OUTSTANDING OPTIONS. Subject to the terms  and
conditions and within the limitations  of  this  Plan,  the  Plan Committee may
modify, extend or renew outstanding Options granted under this  Plan, including
vesting  conditions,  or  accept the surrender of outstanding Options  (to  the
extent not theretofore exercised)  and authorize the granting of new Options in
substitution   therefore   (to   the   extent   not   theretofore   exercised).
Notwithstanding the foregoing, however,  no  modification  of  any  outstanding
Option  may,  without  the consent of the Recipient affected thereby, adversely
alter or impair such Recipient's rights under such Option.

(c) MODIFICATION OF RESTRICTED  SHARE  VESTING CONDITIONS. Subject to the terms
and  conditions and within the limitations  of  this  Plan,  including  vesting
conditions,  the Plan Committee may modify the conditions placed upon the grant
of any Restricted  Shares, PROVIDED, HOWEVER, no modification of any conditions
placed upon Restricted  Shares  may,  without  the  consent  of  the  Recipient
thereof, adversely alter or impair such Recipient's rights with respect to such
Restricted Shares.

(d)  COMPLIANCE  WITH LAWS. The Plan Committee may at any time or from time-to-
time, without receiving  further  consideration  from any Person who may become
entitled to receive or who has received the grant of an Award hereunder, modify
or  amend  Awards  granted under this Plan as required  to:  (i)  comport  with
changes in securities,  tax  or  other laws or rules, regulations or regulatory
interpretations thereof applicable  to  this  Plan  or Awards there-under or to
comply with stock exchange rules or requirements and/or  (ii)  ensure that this
Plan  is  and  remains  or  shall  become  exempt from the application  of  any
participation,  vesting,  benefit  accrual,  funding,   fiduciary,   reporting,
disclosure,  administration  or  enforcement requirement of either the Employee
Retirement  Income  Security  Act  of   1974,  as  amended  ("ERISA"),  or  the
corresponding provisions of the Internal  Revenue  Code  of  1986,  as  amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing SECTIONS 400 to
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420  of  the  Code}).  PROVIDED, HOWEVER, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.

14. WITHHOLDING TAXES. As a condition of the grant of any Award and/or exercise
of any Option, as the case  may be, the Company shall have the right to require
the Recipient to remit to the  Company  an  amount  sufficient  to  satisfy any
federal, state and/or local withholding tax requirements incident to such grant
or  exercise. PROVIDED, HOWEVER, whenever the Company is delivering any  shares
of Common Stock the Company may, in its sole discretion, but without obligation
to do  so,  issue  or transfer such shares of Common Stock net of the number of
shares sufficient to  satisfy any withholding tax requirements incident to such
issuance or transfer. For  withholding tax purposes, the shares of Common Stock
shall be valued on the date the withholding obligation is incurred.
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