U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              inCall Systems, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   91-1932068
                      ------------------------------------
                      (IRS Employer Identification Number)

            2764 Lake Sahara Drive, Suite 115 Las Vegas, Nevada 89117
                    (Address of principal executive offices)

                      Nevada State Corporate Network, Inc.
                        2764 Lake Sahara Drive, Suite 115
                             Las Vegas, Nevada 89117
                     (Name and address of agent for service)

                                 (702) 838-8599
          (Telephone number, including area code of agent for service)

                            STOCK COMPENSATION PLAN 1
                            -------------------------
                            (Full title of the Plans)

                                    Copy to:
                                  Marc Crimeni
                              1111 Melville Street
                                    Suite 610
                          Vancouver, BC, Canada V6E 3V6

                         CALCULATION OF REGISTRATION FEE


-------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate   Amount of
Title of securities   Amount to be      price          offering    registration
to be registered      registered        per share(2)   price (2)   fee (3)
-------------------------------------------------------------------------------
Common Stock,        1,000,000          $.15         $150,000.00   $12.13
$.001 par value
                   ------------                                   ------------
      TOTAL          1,000,000                                     $12.13
-------------------------------------------------------------------------------
<PAGE>
                                     PART I

Note:  The  document(s)  containing  the  information  concerning the 2003 Stock
Compensation Plan 1 (the "Plan") of inCall Systems,  Inc., a Nevada  corporation
(the "Registrant" or the "Company"),  dated February 15, 2003 required by Item 1
of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant  information,  consulting
agreement and other  information  required by Item 2 of Form S-8 will be sent or
given to  participants as specified in Rule 428. In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration  statement  on  Form  S-8  (the  "Registration  Statement")  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

References  in this  document  to "us," "we," or "the  Company"  refer to inCall
Systems, Inc., its predecessor and its subsidiaries, if any.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed with the Securities and Exchange  Commission are
hereby incorporated by reference:

(a) From 10KSB  filed May 21,  2003 for the  Company  for the fiscal  year ended
December 31, 2002.

(b) From 8K filed March 5, 2003 for the Company.

(c) Form 10-QSB filed June 16, 2003 for the Company for the three month  periods
ending March 31, 2003.

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated in this Registration  Statement by reference and to be
a part hereof from the date of filing of such documents.
All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 2002.

Any statement contained in this Registration  Statement, in a supplement to this
Registration  Statement or in a document incorporated by reference herein, shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to this  Registration  Statement or in any  document  that is
subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

We are  authorized to issue  75,000,000  shares,  65,000,000 of $0.001 par value
common stock and 10,000,000  preferred  stock.  As of December 31, 2002 we had a
total of 12,033,706 shares of Common Stock issued and outstanding.

Common Stock
-------------------

The holders of Common  Stock have one vote per share on all  matters  (including
election of directors) without provision for cumulative voting. Thus, holders of

                                       2
<PAGE>

more than 50% of the shares  voting for the election of directors  can elect all
of the  directors,  if they choose to do so. The Common Stock is not  redeemable
and has no conversion or preemptive rights.

The  Common  Stock  currently  outstanding  is  validly  issued,  fully paid and
non-assessable.  In the event of our  liquidation,  the holders of Common  Stock
will share equally in any balance of our assets  available for  distribution  to
them after  satisfaction of creditors and the holders of our senior  securities,
whatever  they may be. We may pay  dividends,  in cash or in securities or other
property  when and as  declared  by the Board of  Directors  from funds  legally
available  therefore,  but we have paid not paid cash  dividends  on our  Common
Stock.

Preferred Stock
-------------------

No preferred stock has been issued as of the date of the Registration Statement.

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------------------

We have appointed  Signature Stock Transfer,  Inc., 2301 Ohio Drive,  Suite 100,
Plano,  Texas 75093,  as our transfer  agent for the Common  Stock.  Their phone
number is 972-612-4120.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation and the by-laws of the Company provide that the
Company is required  and  permitted to  indemnify  its  officers and  directors,
employees  and agents under certain  circumstances.  The Company will enter into
indemnification  agreements  with each of its directors  and executive  officers
pursuant  to which the  Company  agrees to  indemnify  each such  person for all
expenses and liabilities,  including criminal monetary judgments,  penalties and
fines,  incurred by such person in connection  with any criminal or civil action
brought or  threatened  against  such person by reason of such  person  being or
having been an officer or director  or employee of the  Company.  In order to be
entitled to indemnification by the Company,  such person must have acted in good
faith and in a manner  such person  believed  to be in the best  interest of the
Company  and,  with  respect to criminal  actions,  such person must have had no
reasonable cause to believe his or her conduct was unlawful.

The officers and directors of the Company are accountable to the Company and the
Company's  shareholders as fiduciaries,  which means such officers and directors
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs.  A shareholder of the Company may be able to institute  legal action on
behalf of that  shareholder  and all other  similarly  situated  shareholders to
recover damages when the Company has failed or refused to observe the law.

The Company and its officers and  directors  may not be liable to the  Company's
shareholders  for  errors in  judgment  or other  acts or  omissions  other than
intentional  misconduct,  fraud  or  a  knowing  violation  of  the  law,  since
provisions  have been made in the  Certificate of  Incorporation  of the Company
limiting such liability.

At present, the Company is not aware of any pending or threatened  litigation or
proceeding  involving a director,  officer,  employee or agent of the Company in
which indemnification would be required or permitted.  The Company believes that
its charter provisions and  indemnification  agreements are necessary to attract
and retain qualified persons as directors and officers.

                                       2
<PAGE>

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors and officers of the Company  pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

EXHIBIT

4.1      2003 Stock Compensation Plan 1, Dated February 15, 2003

5.1      Opinion re: legality

23.1     Consent of Labonte & Company, current independent auditors of
                  inCall Systems, Inc.

23.2     Consent of Lawrence S. Hartman (included in Exhibit 5.1 opinion letter)

ITEM 9. UNDERTAKINGS

1. The Registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:

         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

         (iii) 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;

(b) 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.

(c) 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.

2. The  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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

                                       3
<PAGE>

                                   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 Vancouver,  Province of British Columbia,  Canada on
June 27, 2003.

                              INCALL SYSTEMS, INC.

                              By: /s/ Marc Crimeni
                              ---------------------------------
                                      Marc Crimeni, President




                                       4
<PAGE>



                                   EXHIBIT 4.1

INCALL SYSTEMS, INC.

2003 Stock Compensation Plan 1 Dated February 15, 2003

Section1. Purpose; Definitions.

 1.1 Purpose.  The purpose of the inCall  Systems,  Inc.,  (the  "Company") 2003
Stock  Compensation Plan 1 (the "Plan") is to enable the Company to offer to its
key employees,  officers,  directors and consultants whose past,  present and/or
potential  contributions to the Company and its  Subsidiaries  have been, are or
will be  important to the success of the Company,  an  opportunity  to acquire a
proprietary  interest in the  Company.  The various  types of  compensation  and
long-term  incentive awards which may be provided under the Plan will enable the
Company to respond to changes in compensation  practices,  tax laws,  accounting
regulations and the size and diversity of its businesses.

1.2 Definitions.  For purposes of the Plan, the following terms shall be defined
as set forth below:

(a) "Agreement"  means the agreement  between the Company and the Holder setting
forth the terms and conditions of an award under the Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time, and any successor thereto and the regulations promulgated there under.

(d)  "Committee"  means  the  Compensation  Committee  of the Board or any other
committee of the Board,  which the Board may designate to administer the Plan or
any portion  thereof.  The  Committee  shall  consist of  disinterested  persons
appointed by the Board who,  during the one year period prior to commencement of
service on the Committee,  shall not have participated in, and while serving and
for one year after serving on the Committee, shall not be eligible for selection
as persons to whom awards of Stock may be  allocated,  or to whom Stock  Options
may be granted  under the Plan or any other  discretionary  plan of the Company,
under which  participants  are entitled to acquire Stock or Stock Options of the
Company.  If no Committee is so designated,  then all references in this Plan to
"Committee" shall mean the Board.

(e) "Common  Stock" means the Common  Stock of the Company,  par value $.001 per
share.

(f) "Company" means inCall Systems, Inc., a corporation organized under the laws
of the State of Nevada.

(g) "Continuous  Status as an Employee" means the absence of any interruption or
termination  of service as an Employee.  Continuous  Status as an Employee shall
not be considered  interrupted in the case of sick leave, military leave, or any
other leave of absence approved by the Board.

(h) "Employee" shall mean any person, including officers and directors, employed
by the  Company  or any  Parent  or  Subsidiary  of the  Company  and for whom a
withholding  obligation  exists under  Section 3401 of the Code by the employing
corporation, as applicable. The payment of a director's fee by the Company shall
not be sufficient to constitute "employment" by the Company.

(i) "Deferred Stock" means Stock to be received, under an award made pursuant to
Section 8 below, at the end of a specified deferral period.

(j) "Disability" means disability as determined under procedures  established by
the Committee for purposes of the Plan.

(k) "Effective Date" means the date set forth in Section 11.

                                       5
<PAGE>

(l) "Fair Market Value",  unless otherwise required by any applicable  provision
of the Code or any regulations issued there under,  means, as of any given date:
(i) if the Common Stock is listed on a national securities exchange or quoted on
the NASDAQ  National  Market or NASDAQ Small Cap Market,  the last sale price of
the Common  Stock in the  principal  trading  market for the Common Stock on the
last trading day preceding the date of grant of an award hereunder,  as reported
by the  exchange or NASDAQ,  as the case may be; (ii) if the Common Stock is not
listed on a national securities exchange or quoted on the NASDAQ National Market
or NASDAQ Small Cap Market,  but is traded in the  over-the-counter  market, the
closing bid price for the Common  Stock on the last  trading day  preceding  the
date of grant of an award  hereunder for which such  quotations  are reported by
the  National  Quotation  Bureau,  Incorporated  or  similar  publisher  of such
quotations;  and (iii) if the fair market  value of the Common  Stock  cannot be
determined  pursuant  to clause (i) or (ii) above,  such price as the  Committee
shall determine, in good faith.

(m) "Holder" means a person who has received an award under the Plan.

(n)  "Incentive  Stock  Option"  means  any  Stock  Option  intended  to be  and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

(o) "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.

(p) "Normal Retirement" means retirement from active employment with the Company
or any Subsidiary on or after age 65.

(q)  "Other  Stock-Based  Award"  means an award  under  Section 9 below that is
valued in whole or in part by reference to, or is otherwise based upon, Stock.

(r) "Parent" means any present or future parent  corporation of the Company,  as
such term is defined in Section 424(e) of the Code.

(s) "Plan" means the inCall  Systems,  Inc. 2003 Stock  Compensation  Plan 1, as
hereinafter amended from time to time.

(t)  "Restricted  Stock" means Stock,  received  under an award made pursuant to
Section 7 below that is subject to restrictions under said Section 7.

(u) "SAR Value" [Intentionally omitted.]

(v) "Stock" means the Common Stock of the Company, par value $.001 per share.

(w) "Stock Appreciation Right" [Intentionally omitted.]

(x) "Stock  Option" or  "Option"  means any option to  purchase  shares of Stock
which is granted pursuant to the Plan.

(y) "Stock Reload Option" means any option granted under Section 5.3 as a result
of the payment of the exercise  price of a Stock Option  and/or the  withholding
tax related  thereto in the form of Stock owned by the Holder or the withholding
of Stock by the Company.

(z)  "Subsidiary"  means any  present or future  subsidiary  corporation  of the
Company, as such term is defined in Section 424(f) of the Code.

Section 2.        Administration.

2.1  Committee  Membership.  The Plan  shall be  administered  by the Board or a
Committee.  Committee members shall serve for such term as the Board may in each
case determine, and shall be subject to removal at any time by the Board.

                                       6
<PAGE>

2.2 Powers of Committee.  The Committee  shall have full  authority,  subject to
Section  4.2  hereof,  to award,  pursuant  to the terms of the Plan:  (i) Stock
Options, (ii) Restricted Stock; (iii) Deferred Stock; (iv) Stock Reload Options;
and/or (v) Other  Stock-Based  Awards.  For purposes of illustration  and not of
limitation,  the  Committee  shall have the  authority  (subject  to the express
provisions of this Plan):

(a) to select the officers,  key  employees,  directors and  consultants  of the
Company or any  Subsidiary to whom Stock  Options,  Restricted  Stock,  Deferred
Stock,  Stock Reload  Options and/or Other  Stock-Based  Awards may from time to
time be awarded hereunder.

(b) to determine the terms and conditions,  not  inconsistent  with the terms of
the Plan, of any award granted hereunder (including,  but not limited to, number
of shares,  share  price,  any  restrictions  or  limitations,  and any vesting,
exchange,  surrender,  cancellation,   acceleration,  termination,  exercise  or
forfeiture provisions, as the Committee shall determine);

(c) to  determine  any  specified  performance  goals or such  other  factors or
criteria  which  need  to be  attained  for  the  vesting  of an  award  granted
hereunder;

(d) to determine the terms and conditions  under which awards granted  hereunder
are to operate on a tandem basis and/or in conjunction  with or apart from other
equity  awarded  under  this Plan and cash  awards  made by the  Company  or any
Subsidiary outside of this Plan;

(e) to  permit a Holder to elect to defer a payment  under the Plan  under  such
rules and procedures as the Committee may establish,  including the crediting of
interest on deferred amounts denominated in cash and of dividend  equivalents on
deferred amounts denominated in Stock;

(f) to  determine  the  extent and  circumstances  under  which  Stock and other
amounts  payable with respect to an award  hereunder shall be deferred which may
be either automatic or at the election of the Holder; and

(g) to substitute  (i) new Stock Options for  previously  granted Stock Options,
which previously granted Stock Options have higher option exercise prices and/or
contain other less  favorable  terms,  and (ii) new awards of any other type for
previously  granted awards of the same type, which previously granted awards are
upon less favorable terms.

2.3 Interpretation of Plan.

(a) Committee Authority.  Subject to Section 10 hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative  rules,  guidelines
and practices governing the Plan as it shall, from time to time, deem advisable,
to interpret the terms and provisions of the Plan and any award issued under the
Plan  (and to  determine  the  form and  substance  of all  Agreements  relating
thereto),  and to otherwise supervise the administration of the Plan. Subject to
Section  10  hereof,  all  decisions  made  by  the  Committee  pursuant  to the
provisions  of the Plan shall be made in the  Committee's  sole  discretion  and
shall be final  and  binding  upon  all  persons,  including  the  Company,  its
Subsidiaries and Holders.

(b)   Incentive   Stock   Options.   Anything  in  the  Plan  to  the   contrary
notwithstanding,  no term or provision of the Plan  relating to Incentive  Stock
Options  (including  but not limited to Stock Reload  Options  rights granted in
conjunction  with an Incentive  Stock  Option) or any  Agreement  providing  for
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  the Plan under Section 422 of the Code,  or,  without the consent of
the  Holder(s)  affected,  to disqualify  any Incentive  Stock Option under such
Section 422.

Section 3. Stock Subject to Plan.

         3.1  Number  of  Shares.  The total  number  of shares of Common  Stock
reserved  and  available  for  distribution  under the Plan  shall be  1,000,000
shares.  Shares of Stock  under the Plan may  consist,  in whole or in part,  of
authorized and unissued shares or treasury  shares.  If any shares of Stock that
have been optioned  cease to be subject to a Stock  Option,  or of any shares of


                                       7
<PAGE>

Stock that are subject to any  Restricted  Stock,  Deferred  Stock award,  Stock
Reload Option or Other  Stock-Based Award granted hereunder are forfeited or any
such award  otherwise  terminates  without a payment being made to the Holder in
the form of Stock,  such shares shall again be  available  for  distribution  in
connection  with future grants and awards under the Plan. Only net shares issued
upon a  stock-for-stock  exercise  (including stock used for withholding  taxes)
shall be counted against the number of shares available under the Plan.

3.2 Adjustment upon Changes in Capitalization,  Etc. In the event of any merger,
reorganization,  consolidation,  recapitalization,  dividend  (other than a cash
dividend),  stock  split,  reverse  stock  split,  or other  change in corporate
structure  affecting the Stock, such substitution or adjustment shall be made in
the  aggregate  number of shares  reserved for issuance  under the Plan,  in the
number and  exercise  price of shares  subject to  outstanding  Options,  in the
number of shares and in the  number of shares  subject  to,  and in the  related
terms of,  other  outstanding  awards  (including  but not  limited to awards of
Restricted  Stock,  Deferred Stock,  Stock Reload Options and Other  Stock-Based
Awards)  granted under the Plan as may be determined  to be  appropriate  by the
Committee in order to prevent  dilution or enlargement of rights,  provided that
any  fractional  shares  resulting from such  adjustment  shall be eliminated by
rounding to the next lower whole number of shares.

Section 4. Eligibility.

4.1 General. Awards may be made or granted to key employees, officers, directors
and  consultants  who are  deemed  to  have  rendered  or to be  able to  render
significant  services to the Company or its  Subsidiaries  and who are deemed to
have  contributed  or to have the  potential to contribute to the success of the
Company.  No Incentive Stock Option shall be granted to any person who is not an
employee of the Company or a Subsidiary at the time of grant.

4.2 Directors' Awards. [Intentionally Omitted]

Section 5. Stock Options.

5.1 Grant  and  Exercise.  Stock  Options  granted  under the Plan may be of two
types:  (i) Incentive Stock Options and (ii)  Non-Qualified  Stock Options.  Any
Stock Option granted under the Plan shall contain such terms,  not  inconsistent
with this Plan,  or with respect to Incentive  Stock  Options,  the Code, as the
Committee may from time to time approve.  The Committee shall have the authority
to grant Incentive Stock Options,  Non-Qualified Stock Options, or both types of
Stock  Options and may be granted  alone or in addition to other awards  granted
under the Plan.  To the extent that any Stock  Option  intended to qualify as an
Incentive  Stock  Option does not so  qualify,  it shall  constitute  a separate
Non-Qualified Stock Option. An Incentive Stock Option may only be granted within
the ten year period commencing from the Effective Date and may only be exercised
within ten years of the date of grant (or five years in the case of an Incentive
Stock Option granted to optionee ("10%  Stockholder") who, at the time of grant,
owns Stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Company or a Parent or Subsidiary.

5.2 Terms and Conditions.  Stock Options granted under the Plan shall be subject
to the following terms and conditions:

(a) Exercise Price.  The exercise price per share of Stock  purchasable  under a
Stock Option shall be  determined  by the Committee at the time of grant and may
be less  than  100% of the Fair  Market  Value of the  Stock as  defined  above;
provided,  however,  that (i) the exercise  price of an  Incentive  Stock Option
shall not be less than 100% of the Fair Market Value of the Stock (110%,  in the
case of 10% Stockholder);  and (ii) the exercise price of a Non-Qualified  Stock
Option  shall  not be less  than 85% of the Fair  Market  Value of the  Stock as
defined above.

(b) Option  Term.  Subject to the  limitations  in Section 5.1, the term of each
Stock Option shall be fixed by the Committee.

                                       8
<PAGE>

(c) Exercisability. Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee. If
the Committee provides, in its discretion,  that any Stock Option is exercisable
only in  installments,  i.e.,  that it vests over time,  the Committee may waive
such installment  exercise  provisions at any time at or after the time of grant
in whole or in part, based upon such factors as the Committee shall determine.

(d) Method of Exercise.  Subject to whatever  installment,  exercise and waiting
period  provisions  are  applicable in a particular  case,  Stock Options may be
exercised  in whole or in part at any time  during  the term of the  Option,  by
giving written notice of exercise to the Company specifying the number of shares
of Stock to be purchased. Such notice shall be accompanied by payment in full of
the purchase price,  which shall be in ash or, unless otherwise  provided in the
Agreement,  in shares of Stock including  Restricted  Stock and other contingent
awards  under this Plan) or,  partly in cash and partly in such  Stock,  or such
other  means  which the  Committee  determines  are  consistent  with the Plan's
purpose  and  applicable  law.  Cash  payments  shall be made by wire  transfer,
certified or bank check or personal  check, in each case payable to the order of
the  Company;  provided,  however,  that the  Company  shall not be  required to
deliver  certificates  for  shares of Stock  with  respect to which an Option is
exercised  until the Company  has  confirmed  the receipt of good and  available
funds in payment of the purchase  price  thereof.  Payments in the form of Stock
shall be valued at the Fair  Market  Value of a share of Stock on the date prior
to the  date of  exercise.  Such  payments  shall be made by  delivery  of stock
certificates  in negotiable  form which are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances.  Subject to the
terms of the  Agreement,  the  Committee  may,  in its sole  discretion,  at the
request of the Holder, deliver upon the exercise of a Non-Qualified Stock Option
a  combination  of shares of Deferred  Stock and Common  Stock;  provided  that,
notwithstanding  the  provisions of Section 8 of the Plan,  such Deferred  Stock
shall be fully vested and not subject to forfeiture. A Holder shall have none of
the rights of a  stockholder  with  respect to the shares  subject to the Option
until such shares  shall be  transferred  to the Holder upon the exercise of the
Option.

(e)  Transferability.  No Stock  Option  shall  be  transferable  by the  Holder
otherwise than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the Holder's lifetime, only by the Holder.

(f) Termination by Reason of Death. If a Holder's employment by the Company or a
Subsidiary  terminates by reason of death, any Stock Option held by such Holder,
unless otherwise  determined by the Committee at the time of grant and set forth
in the  Agreement,  shall be fully vested and may thereafter be exercised by the
legal  representative  of the estate or by the  legatee of the Holder  under the
will of the  Holder,  for a period of one year (or such other  greater or lesser
period as the  Committee  may  specify at grant)  from the date of such death or
until the expiration of the stated term of such Stock Option,  whichever  period
is the shorter.

(g) Termination by Reason of Disability. If a Holder's employment by the Company
or any Subsidiary  terminates by reason of Disability,  any Stock Option held by
such Holder,  unless otherwise  determined by the Committee at the time of grant
and set forth in the  Agreement,  shall be fully  vested and may  thereafter  be
exercised  by the  Holder  for a period of one year (or such  other  greater  or
lesser  period as the  Committee may specify at the time of grant) from the date
of such  termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

(h) Other  Termination.  Subject to the  provisions  of  Section  12.3 below and
unless otherwise  determined by the Committee at the time of grant and set forth
in the  Agreement,  if a Holder is an employee of the Company or a Subsidiary at
the  time of  grant  and if  such  Holder's  employment  by the  Company  or any
Subsidiary  terminates for any reason other than death or Disability,  the Stock
Option  shall  thereupon  automatically  terminate,  except that if the Holder's
employment is terminated by the Company or a Subsidiary  without cause or due to
Normal Retirement, then the portion of such Stock Option which has vested on the
date of  termination  of  employment  may be  exercised  for the lesser of three
months after  termination  of employment  or the balance of such Stock  Option's
term.

                                       9
<PAGE>

(i) Additional  Incentive Stock Option  Limitation.  In the case of an Incentive
Stock Option,  the amount of aggregate Fair Market Value of Stock (determined at
the time of grant of the Option) with respect to which  Incentive  Stock Options
are  exercisable  for the first time by a Holder during any calendar year (under
all such  plans of the  Company  and its Parent  and any  Subsidiary)  shall not
exceed $100,000.

(j) Buyout and Settlement Provisions. The Committee may at any time offer to buy
out a Stock Option previously  granted,  based upon such terms and conditions as
the Committee  shall  establish and  communicate  to the Holder at the time that
such offer is made.

(k) Stock Option Agreement.  Each grant of a Stock Option shall be confirmed by,
and shall be subject to the terms of, the Agreement  executed by the Company and
the Holder.

5.3  Stock  Reload   Option.   The  Committee  may  also  grant  to  the  Holder
(concurrently  with the grant of an  Incentive  Stock Option and at or after the
time of grant in the case of a Non-Incentive Stock Option) a Stock Reload Option
up to the  amount of shares of Stock  held by the Holder for at least six months
and used to pay all or part of the  exercise  price of an  Option  and,  if any,
withheld by the  Company as payment for  withholding  taxes.  Such Stock  Reload
Option  shall have an exercise  price of the Fair Market Value as of the date of
the Stock Reload Option  grant.  Unless the Committee  determines  otherwise,  a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of  expiration of the Option to which the Reload Option
is related.

Section 6. Stock Appreciation Rights. [Intentionally omitted.]

Section 7. Restricted Stock.

7.1 Grant. Shares of Restricted Stock may be awarded either alone or in addition
to other awards  granted  under the Plan.  The  Committee  shall  determine  the
eligible  persons to whom, and the time or times at which,  grants of Restricted
Stock will be awarded, the number of shares to be awarded, the price (if any) to
be paid by the Holder, the time or times within which such awards may be subject
to forfeiture (the  "Restriction  Period"),  the vesting  schedule and rights to
acceleration thereof, and all other terms and conditions of the awards.

7.2 Terms and Conditions.  Each  Restricted  Stock award shall be subject to the
following terms and conditions:

(a) Certificates.  Restricted Stock, when issued, will be represented by a stock
certificate  or  certificates  registered in the name of the Holder to whom such
Restricted  Stock  shall  have been  awarded.  During  the  Restriction  Period,
certificates  representing the Restricted Stock and any securities  constituting
Retained Distributions (as defined below) shall bear a legend to the effect that
ownership of the  Restricted  Stock (and such Retained  Distributions),  and the
enjoyment of all rights  appurtenant  thereto,  are subject to the restrictions,
terms and conditions  provided in the Plan and the Agreement.  Such certificates
shall be deposited by the Holder with the Company, together with stock powers or
other  instruments  of  assignment,  each  endorsed in blank,  which will permit
transfer to the Company of all or any  portion of the  Restricted  Stock and any
securities  constituting Retained  Distributions that shall be forfeited or that
shall not become vested in accordance with the Plan and the Agreement.

(b) Rights of Holder.  Restricted Stock shall constitute  issued and outstanding
shares of Common Stock for all corporate  purposes.  The Holder will have the to
vote such Restricted Stock, to receive and retain all regular cash dividends and
other  cash  equivalent  distributions  as the Board may in its sole  discretion
designate,  pay or distribute on such Restricted Stock and to exercise all other
rights,  powers and  privileges of a holder of Common Stock with respect to such
Restricted  Stock,  with the exceptions that (i) the Holder will not be entitled
to  delivery  of  the  stock  certificate  or  certificates   representing  such
Restricted Stock until the Restriction  Period shall have expired and unless all
other vesting requirements with respect thereto shall have been fulfilled;  (ii)
the  Company  will  retain  custody  of the stock  certificate  or  certificates
representing  the Restricted  Stock during the Restriction  Period;  (iii) other
than regular cash dividends and other cash equivalent distributions as the Board
may in its sole discretion designate, pay or distribute, the Company will retain


                                       10
<PAGE>

custody of all distributions  ("Retained  Distributions")  made or declared with
respect to the Restricted Stock (and such Retained Distributions will be subject
to  the  same  restrictions,  terms  and  conditions  as are  applicable  to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect
to which such  Retained  Distributions  shall have been made,  paid or  declared
shall have become vested and with respect to which the Restriction  Period shall
have  expired;  (iv) a breach of any of the  restrictions,  terms or  conditions
contained  in  this  Plan  or the  Agreement  or  otherwise  established  by the
Committee with respect to any Restricted  Stock or Retained  Distributions  will
cause a forfeiture of such Restricted Stock and any Retained  Distributions with
respect thereto.

(c) Vesting;  Forfeiture.  Upon the  expiration of the  Restriction  Period with
respect  to each award of  Restricted  Stock and the  satisfaction  of any other
applicable restrictions, terms and conditions (i) all or part of such Restricted
Stock shall become vested in  accordance  with the terms of the  Agreement,  and
(ii) any  Retained  Distributions  with respect to such  Restricted  Stock shall
become vested to the extent that the Restricted Stock related thereto shall have
become vested. Any such Restricted Stock and Retained  Distributions that do not
vest shall be forfeited to the Company and the Holder shall not thereafter  have
any rights with respect to such Restricted Stock and Retained Distributions that
shall have been so forfeited.

Section 8. Deferred Stock.

8.1 Grant.  Shares of Deferred  Stock may be awarded either alone or in addition
to other awards  granted  under the Plan.  The  Committee  shall  determine  the
eligible persons to whom and the time or times at which grants of Deferred Stock
shall be awarded,  the number of shares of  Deferred  Stock to be awarded to any
person, the duration of the period (the "Deferral Period") during which, and the
conditions  under which  receipt of the shares will be  deferred,  and all other
terms and conditions of the awards.

8.2 Terms and  Conditions.  Each  Deferred  Stock  award shall be subject to the
following terms and conditions:

(a)  Certificates.  At the expiration of the Deferral  Period (or the Additional
Deferral Period referred to in Section 8.2(c) below,  where  applicable),  share
certificates  shall be  delivered  to the Holder,  or his legal  representative,
representing the number equal to the shares covered by the Deferred Stock award.

(b) Vesting;  Forfeiture.  Upon the  expiration  of the Deferral  Period (or the
Additional  Deferral  Period,  where  applicable)  with respect to each award of
Deferred Stock and the satisfaction of any other applicable  limitations,  terms
or conditions,  such Deferred  Stock shall become vested in accordance  with the
terms of the Agreement. Any Deferred Stock that does not vest shall be forfeited
to the Company and the Holder shall not thereafter  have any rights with respect
to such Deferred Stock that has been so forfeited.

(c) Additional  Deferral  Period. A Holder may request to, and the Committee may
at any time,  defer the receipt of an award (or an  installment of an award) for
an  additional  specified  period or until a  specified  event (the  "Additional
Deferral  Period").  Subject to any exceptions  adopted by the  Committee,  such
request  must  generally  be made at least one year prior to  expiration  of the
Deferral Period for such Deferred Stock award (or such installment).

Section 9. Other Stock-Based Awards.

9.1 Grant and  Exercise.  Other  Stock-Based  Awards may be awarded,  subject to
limitations  under  applicable laws, which are denominated or payable in, valued
in whole or in part by  reference  to, or  otherwise  based on, or  related  to,
shares of Common Stock,  as deemed by the  Committee to be  consistent  with the
purposes of the Plan including,  without limitation,  purchase rights, shares of
Common Stock awarded which are not subject to any  restrictions  or  conditions,
convertible or exchangeable debentures,  or other rights convertible into shares
of Common Stock and awards  valued by reference to the value of securities of or
the  performance  of specified  Subsidiaries.  Other  Stock-Based  Awards may be
awarded  either alone or in addition to or in tandem with any Other Awards under
this Plan or any other plan of the Company.

                                       11
<PAGE>


9.2 Eligibility.  The Committee shall determine the eligible persons to whom and
the time or times at which  grants of such awards  shall be made,  the number of
shares of Common  Stock to be awarded  pursuant  to such  awards,  and all other
terms and conditions of the awards.

9.3 Terms and Conditions.  Each Other Stock-Based Award shall be subject to such
terms and conditions as may be determined by the Committee.

Section 10. Amendment and Termination.

The Board  may at any time,  and from time to time,  amend,  alter,  suspend  or
discontinue  any of the  provisions of the Plan,  but no amendment,  alteration,
suspension  or  discontinuance  shall be made which would impair the rights of a
Holder  under any  Agreement  theretofore  entered into  hereunder,  without his
consent.

Section 11. Term of Plan.

11.1 Effective Date. The Plan shall be effective as of June 17, 2003 ("Effective
Date").  Any awards  granted under the Plan prior to approval of the Plan by the
shareholders  of the Company  shall be  effective  when made  (unless  otherwise
specified  by the  Committee  at the  time of  grant),  but may be,  but are not
necessarily required to be, conditioned upon and/or subject to, such approval of
the Plan by the Company's stockholders.

11.2 Termination  Date. Unless terminated by the Board, this Plan shall continue
to remain  effective  until such time no further  awards may be granted  and all
awards granted under the Plan are no longer outstanding.

Notwithstanding  the  foregoing,  grants of Incentive  Stock Options may only be
made during the ten year period following the Effective Date.

 Section 12. General Provisions.

12.1 Written Agreements.  Each Stock Option,  Restricted Stock or Deferred Stock
award  granted under the Plan shall be confirmed by, and shall be subject to the
terms of the Agreement executed by the Company and the Holder. The Committee may
terminate any award made under the Plan if the Agreement relating thereto is not
executed and returned to the Company  within sixty (60) days after the Agreement
has been delivered to the Holder for his or her execution.

12.2 Unfunded  Status of Plan.  The Plan is intended to constitute an "unfunded"
plan for incentive and deferred  compensation.  With respect to any payments not
yet made to a Holder by the  Company,  nothing  contained  herein shall give any
such Holder any rights that are greater than those of a general  creditor of the
Company.

12.3 Employees.

(a) Engaging in Competition  with the Company.  In the event an employee  Holder
terminates  his  employment  with the  Company  or a  Subsidiary  for any reason
whatsoever,  and within one year after the date thereof accepts  employment with
any competitor of, or otherwise  engages in competition  with, the Company,  the
Committee,  in its sole  discretion  may  require  such  Holder to return to the
Company the economic value of any award which was realized or obtained (measured
at the date of  exercise,  vesting or payment) by such Holder at any time during
the period  beginning on that date which is six months prior to the date of such
Holder's termination of employment with the Company.

(b)  Termination  for Cause.  The  Committee  may,  in the event an  employee is
terminated  for cause,  annul any award granted under this Plan to such employee
and, in such event,  the  Committee,  in its sole  discretion,  may require such
Holder  to return  to the  Company  the  economic  value of any award  which was
realized or obtained  (measured at the date of exercise,  vesting or payment) by
such  Holder at any time during the period  beginning  on that date which is six
months prior to the date of such Holder's  termination  of  employment  with the
Company.

                                       12
<PAGE>

(c) No Right  of  Employment.  Nothing  contained  in the  Plan or in any  award
hereunder  shall be deemed to confer  upon any  employee  of the  Company or any
Subsidiary any right to continued employment with the Company or any Subsidiary,
nor  shall  it  interfere  in any way  with  the  right  of the  Company  or any
Subsidiary to terminate the employment of any of its employees at any time.

12.4 Investment Representations. The Committee may require each person acquiring
shares of Stock  pursuant  to a Stock  Option or other  award  under the Plan to
represent  to and agree with the Company in writing that the Holder is acquiring
the shares for investment without a view to distribution thereof.

12.5  Additional  Incentive  Arrangements.  Nothing  contained in the Plan shall
prevent the Board from adopting such other or additional incentive  arrangements
as it may deem desirable,  including,  but not limited to, the granting of stock
options and the awarding of stock and cash  otherwise  than under the Plan;  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

12.6  Withholding  Taxes.  Not later  than the date as of which an amount  first
becomes  includable  in the gross  income of the Holder for  Federal  income tax
purposes  with  respect to any Option or other award under the Plan,  the Holder
shall pay to the Company,  or make  arrangements  satisfactory  to the Committee
regarding  the  payment  of,  any  Federal,  state and  local  taxes of any kind
required by law to be withheld or paid with respect to such amount. If permitted
by the Committee,  tax  withholding or payment  obligations  may be settled with
Common Stock,  including  Common Stock that is part of the award that gives rise
to the  withholding  requirement.  The obligations of the Company under the Plan
shall be  conditional  upon such  payment or  arrangements  satisfactory  to the
Company and the Company or the Holder's  employer (if not the Company) shall, to
the extent  permitted  by law,  have the right to deduct any such taxes from any
payment  of any  kind  otherwise  due to the  Holder  from  the  Company  or any
Subsidiary.

12.7 Other Benefit  Plans.  Any award granted under the Plan shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any  Subsidiary  and shall not affect  any  benefits  under any other
benefit plan no or subsequently in effect under which the availability or amount
of benefits is related to the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).

12.8 Non-Transferability. Except as otherwise expressly provided in the Plan, no
right or benefit under the Plan may be alienated, sold, assigned,  hypothecated,
pledged,  exchanged,  transferred,  encumbered  or  charged,  and any attempt to
alienate, sell, assign,  hypothecate,  pledge, exchange,  transfer,  encumber or
charge the same shall be void.

12.9  Applicable  Laws. The obligations of the Company with respect to all Stock
Options and awards under the Plan shall be subject to (i) all  applicable  laws,
rules and regulations and such approvals by any governmental  agencies as may be
required,  including,  without  limitation,  the effectiveness of a registration
statement  under the Securities Act of 1933, as amended,  and (ii) the rules and
regulations of any securities exchange on which the Stock may be listed.

12.10 Conflicts. If any of the terms or provisions of the Plan conflict with the
requirements of (with respect to Incentive  Stock  Options),  Section 422 of the
Code,  then such terms or provisions  shall be deemed  inoperative to the extent
they so  conflict  with  the  requirements  of  said  Section  422 of the  Code.
Additionally,  if this  Plan  does not  contain  any  provision  required  to be
included herein under Section 422 of the Code, such provision shall be deemed to
be  incorporated  herein with the same force and effect as if such provision had
been set out at length herein.

12.11  Non-Registered  Stock. The shares of Stock being  distributed  under this
Plan have not been registered  under the Securities Act of 1933, as amended (the
"1933 Act"), or any applicable state or foreign  securities laws and the Company
may, but has no obligation to any Holder to, register the Stock or assist Holder
in obtaining an exemption from the various  registration  requirements,  or list
the Stock on a national securities exchange or inter-dealer quotation system.

                                       13
<PAGE>

12.12  Governing Law. The Plan and all awards made and actions taken there under
shall be governed by and construed in  accordance  with the laws of the State of
Nevada (without regard to choice of law provisions).

By:///Signed///

    ----------------------------
    Marc Crimeni, President, Director

By ///Signed///
   -----------------------------
   Robert Harris, Director






















                                       14
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{"company-data": {"conformed-name": "INCALL SYSTEMS INC", "cik": "0001072988", "assigned-sic": "4899", "irs-number": "911932068", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106583", "film-number": "03761104"}, "business-address": {"street1": "388 MARKET STREET", "street2": "SUITE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "604-628-5278"}, "mail-address": {"street1": "SUITE 610, 1111 MELVILLE STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6E 3V6"}, "former-company": [{"former-conformed-name": "ICALL SYSTEMS INC /NV/", "date-changed": "20010619"}, {"former-conformed-name": "ALTREX INC", "date-changed": "19990517"}]}
U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              inCall Systems, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   91-1932068
                      ------------------------------------
                      (IRS Employer Identification Number)

            2764 Lake Sahara Drive, Suite 115 Las Vegas, Nevada 89117
                    (Address of principal executive offices)

                      Nevada State Corporate Network, Inc.
                        2764 Lake Sahara Drive, Suite 115
                             Las Vegas, Nevada 89117
                     (Name and address of agent for service)

                                 (702) 838-8599
          (Telephone number, including area code of agent for service)

                            STOCK COMPENSATION PLAN 1
                            -------------------------
                            (Full title of the Plans)

                                    Copy to:
                                  Marc Crimeni
                              1111 Melville Street
                                    Suite 610
                          Vancouver, BC, Canada V6E 3V6

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate   Amount of
Title of securities   Amount to be      price          offering    registration
to be registered      registered        per share(2)   price (2)   fee (3)
-------------------------------------------------------------------------------
Common Stock,        1,000,000          $.15         $150,000.00   $12.13
$.001 par value
                   ------------                                   ------------
      TOTAL          1,000,000                                     $12.13
-------------------------------------------------------------------------------
PART I

Note:  The  document(s)  containing  the  information  concerning the 2003 Stock
Compensation Plan 1 (the "Plan") of inCall Systems,  Inc., a Nevada  corporation
(the "Registrant" or the "Company"),  dated February 15, 2003 required by Item 1
of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant  information,  consulting
agreement and other  information  required by Item 2 of Form S-8 will be sent or
given to  participants as specified in Rule 428. In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration  statement  on  Form  S-8  (the  "Registration  Statement")  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

References  in this  document  to "us," "we," or "the  Company"  refer to inCall
Systems, Inc., its predecessor and its subsidiaries, if any.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed with the Securities and Exchange  Commission are
hereby incorporated by reference:

(a) From 10KSB  filed May 21,  2003 for the  Company  for the fiscal  year ended
December 31, 2002.

(b) From 8K filed March 5, 2003 for the Company.

(c) Form 10-QSB filed June 16, 2003 for the Company for the three month  periods
ending March 31, 2003.

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated in this Registration  Statement by reference and to be
a part hereof from the date of filing of such documents.
All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 2002.

Any statement contained in this Registration  Statement, in a supplement to this
Registration  Statement or in a document incorporated by reference herein, shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to this  Registration  Statement or in any  document  that is
subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

We are  authorized to issue  75,000,000  shares,  65,000,000 of $0.001 par value
common stock and 10,000,000  preferred  stock.  As of December 31, 2002 we had a
total of 12,033,706 shares of Common Stock issued and outstanding.

Common Stock
-------------------

The holders of Common  Stock have one vote per share on all  matters  (including
election of directors) without provision for cumulative voting. Thus, holders of

                                       2
more than 50% of the shares  voting for the election of directors  can elect all
of the  directors,  if they choose to do so. The Common Stock is not  redeemable
and has no conversion or preemptive rights.

The  Common  Stock  currently  outstanding  is  validly  issued,  fully paid and
non-assessable.  In the event of our  liquidation,  the holders of Common  Stock
will share equally in any balance of our assets  available for  distribution  to
them after  satisfaction of creditors and the holders of our senior  securities,
whatever  they may be. We may pay  dividends,  in cash or in securities or other
property  when and as  declared  by the Board of  Directors  from funds  legally
available  therefore,  but we have paid not paid cash  dividends  on our  Common
Stock.

Preferred Stock
-------------------

No preferred stock has been issued as of the date of the Registration Statement.

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------------------

We have appointed  Signature Stock Transfer,  Inc., 2301 Ohio Drive,  Suite 100,
Plano,  Texas 75093,  as our transfer  agent for the Common  Stock.  Their phone
number is 972-612-4120.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation and the by-laws of the Company provide that the
Company is required  and  permitted to  indemnify  its  officers and  directors,
employees  and agents under certain  circumstances.  The Company will enter into
indemnification  agreements  with each of its directors  and executive  officers
pursuant  to which the  Company  agrees to  indemnify  each such  person for all
expenses and liabilities,  including criminal monetary judgments,  penalties and
fines,  incurred by such person in connection  with any criminal or civil action
brought or  threatened  against  such person by reason of such  person  being or
having been an officer or director  or employee of the  Company.  In order to be
entitled to indemnification by the Company,  such person must have acted in good
faith and in a manner  such person  believed  to be in the best  interest of the
Company  and,  with  respect to criminal  actions,  such person must have had no
reasonable cause to believe his or her conduct was unlawful.

The officers and directors of the Company are accountable to the Company and the
Company's  shareholders as fiduciaries,  which means such officers and directors
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs.  A shareholder of the Company may be able to institute  legal action on
behalf of that  shareholder  and all other  similarly  situated  shareholders to
recover damages when the Company has failed or refused to observe the law.

The Company and its officers and  directors  may not be liable to the  Company's
shareholders  for  errors in  judgment  or other  acts or  omissions  other than
intentional  misconduct,  fraud  or  a  knowing  violation  of  the  law,  since
provisions  have been made in the  Certificate of  Incorporation  of the Company
limiting such liability.

At present, the Company is not aware of any pending or threatened  litigation or
proceeding  involving a director,  officer,  employee or agent of the Company in
which indemnification would be required or permitted.  The Company believes that
its charter provisions and  indemnification  agreements are necessary to attract
and retain qualified persons as directors and officers.

                                       2
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors and officers of the Company  pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

EXHIBIT

4.1      2003 Stock Compensation Plan 1, Dated February 15, 2003

5.1      Opinion re: legality

23.1     Consent of Labonte & Company, current independent auditors of
                  inCall Systems, Inc.

23.2     Consent of Lawrence S. Hartman (included in Exhibit 5.1 opinion letter)

ITEM 9. UNDERTAKINGS

1. The Registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:

         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

         (iii) 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;

(b) 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.

(c) 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.

2. The  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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

                                       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 Vancouver,  Province of British Columbia,  Canada on
June 27, 2003.

                              INCALL SYSTEMS, INC.

                              By: /s/ Marc Crimeni
                              ---------------------------------
                                      Marc Crimeni, President

                                       4
EXHIBIT 4.1

INCALL SYSTEMS, INC.

2003 Stock Compensation Plan 1 Dated February 15, 2003

Section1. Purpose; Definitions.

 1.1 Purpose.  The purpose of the inCall  Systems,  Inc.,  (the  "Company") 2003
Stock  Compensation Plan 1 (the "Plan") is to enable the Company to offer to its
key employees,  officers,  directors and consultants whose past,  present and/or
potential  contributions to the Company and its  Subsidiaries  have been, are or
will be  important to the success of the Company,  an  opportunity  to acquire a
proprietary  interest in the  Company.  The various  types of  compensation  and
long-term  incentive awards which may be provided under the Plan will enable the
Company to respond to changes in compensation  practices,  tax laws,  accounting
regulations and the size and diversity of its businesses.

1.2 Definitions.  For purposes of the Plan, the following terms shall be defined
as set forth below:

(a) "Agreement"  means the agreement  between the Company and the Holder setting
forth the terms and conditions of an award under the Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time, and any successor thereto and the regulations promulgated there under.

(d)  "Committee"  means  the  Compensation  Committee  of the Board or any other
committee of the Board,  which the Board may designate to administer the Plan or
any portion  thereof.  The  Committee  shall  consist of  disinterested  persons
appointed by the Board who,  during the one year period prior to commencement of
service on the Committee,  shall not have participated in, and while serving and
for one year after serving on the Committee, shall not be eligible for selection
as persons to whom awards of Stock may be  allocated,  or to whom Stock  Options
may be granted  under the Plan or any other  discretionary  plan of the Company,
under which  participants  are entitled to acquire Stock or Stock Options of the
Company.  If no Committee is so designated,  then all references in this Plan to
"Committee" shall mean the Board.

(e) "Common  Stock" means the Common  Stock of the Company,  par value $.001 per
share.

(f) "Company" means inCall Systems, Inc., a corporation organized under the laws
of the State of Nevada.

(g) "Continuous  Status as an Employee" means the absence of any interruption or
termination  of service as an Employee.  Continuous  Status as an Employee shall
not be considered  interrupted in the case of sick leave, military leave, or any
other leave of absence approved by the Board.

(h) "Employee" shall mean any person, including officers and directors, employed
by the  Company  or any  Parent  or  Subsidiary  of the  Company  and for whom a
withholding  obligation  exists under  Section 3401 of the Code by the employing
corporation, as applicable. The payment of a director's fee by the Company shall
not be sufficient to constitute "employment" by the Company.

(i) "Deferred Stock" means Stock to be received, under an award made pursuant to
Section 8 below, at the end of a specified deferral period.

(j) "Disability" means disability as determined under procedures  established by
the Committee for purposes of the Plan.

(k) "Effective Date" means the date set forth in Section 11.

                                       5
(l) "Fair Market Value",  unless otherwise required by any applicable  provision
of the Code or any regulations issued there under,  means, as of any given date:
(i) if the Common Stock is listed on a national securities exchange or quoted on
the NASDAQ  National  Market or NASDAQ Small Cap Market,  the last sale price of
the Common  Stock in the  principal  trading  market for the Common Stock on the
last trading day preceding the date of grant of an award hereunder,  as reported
by the  exchange or NASDAQ,  as the case may be; (ii) if the Common Stock is not
listed on a national securities exchange or quoted on the NASDAQ National Market
or NASDAQ Small Cap Market,  but is traded in the  over-the-counter  market, the
closing bid price for the Common  Stock on the last  trading day  preceding  the
date of grant of an award  hereunder for which such  quotations  are reported by
the  National  Quotation  Bureau,  Incorporated  or  similar  publisher  of such
quotations;  and (iii) if the fair market  value of the Common  Stock  cannot be
determined  pursuant  to clause (i) or (ii) above,  such price as the  Committee
shall determine, in good faith.

(m) "Holder" means a person who has received an award under the Plan.

(n)  "Incentive  Stock  Option"  means  any  Stock  Option  intended  to be  and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

(o) "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.

(p) "Normal Retirement" means retirement from active employment with the Company
or any Subsidiary on or after age 65.

(q)  "Other  Stock-Based  Award"  means an award  under  Section 9 below that is
valued in whole or in part by reference to, or is otherwise based upon, Stock.

(r) "Parent" means any present or future parent  corporation of the Company,  as
such term is defined in Section 424(e) of the Code.

(s) "Plan" means the inCall  Systems,  Inc. 2003 Stock  Compensation  Plan 1, as
hereinafter amended from time to time.

(t)  "Restricted  Stock" means Stock,  received  under an award made pursuant to
Section 7 below that is subject to restrictions under said Section 7.

(u) "SAR Value" [Intentionally omitted.]

(v) "Stock" means the Common Stock of the Company, par value $.001 per share.

(w) "Stock Appreciation Right" [Intentionally omitted.]

(x) "Stock  Option" or  "Option"  means any option to  purchase  shares of Stock
which is granted pursuant to the Plan.

(y) "Stock Reload Option" means any option granted under Section 5.3 as a result
of the payment of the exercise  price of a Stock Option  and/or the  withholding
tax related  thereto in the form of Stock owned by the Holder or the withholding
of Stock by the Company.

(z)  "Subsidiary"  means any  present or future  subsidiary  corporation  of the
Company, as such term is defined in Section 424(f) of the Code.

Section 2.        Administration.

2.1  Committee  Membership.  The Plan  shall be  administered  by the Board or a
Committee.  Committee members shall serve for such term as the Board may in each
case determine, and shall be subject to removal at any time by the Board.

                                       6
2.2 Powers of Committee.  The Committee  shall have full  authority,  subject to
Section  4.2  hereof,  to award,  pursuant  to the terms of the Plan:  (i) Stock
Options, (ii) Restricted Stock; (iii) Deferred Stock; (iv) Stock Reload Options;
and/or (v) Other  Stock-Based  Awards.  For purposes of illustration  and not of
limitation,  the  Committee  shall have the  authority  (subject  to the express
provisions of this Plan):

(a) to select the officers,  key  employees,  directors and  consultants  of the
Company or any  Subsidiary to whom Stock  Options,  Restricted  Stock,  Deferred
Stock,  Stock Reload  Options and/or Other  Stock-Based  Awards may from time to
time be awarded hereunder.

(b) to determine the terms and conditions,  not  inconsistent  with the terms of
the Plan, of any award granted hereunder (including,  but not limited to, number
of shares,  share  price,  any  restrictions  or  limitations,  and any vesting,
exchange,  surrender,  cancellation,   acceleration,  termination,  exercise  or
forfeiture provisions, as the Committee shall determine);

(c) to  determine  any  specified  performance  goals or such  other  factors or
criteria  which  need  to be  attained  for  the  vesting  of an  award  granted
hereunder;

(d) to determine the terms and conditions  under which awards granted  hereunder
are to operate on a tandem basis and/or in conjunction  with or apart from other
equity  awarded  under  this Plan and cash  awards  made by the  Company  or any
Subsidiary outside of this Plan;

(e) to  permit a Holder to elect to defer a payment  under the Plan  under  such
rules and procedures as the Committee may establish,  including the crediting of
interest on deferred amounts denominated in cash and of dividend  equivalents on
deferred amounts denominated in Stock;

(f) to  determine  the  extent and  circumstances  under  which  Stock and other
amounts  payable with respect to an award  hereunder shall be deferred which may
be either automatic or at the election of the Holder; and

(g) to substitute  (i) new Stock Options for  previously  granted Stock Options,
which previously granted Stock Options have higher option exercise prices and/or
contain other less  favorable  terms,  and (ii) new awards of any other type for
previously  granted awards of the same type, which previously granted awards are
upon less favorable terms.

2.3 Interpretation of Plan.

(a) Committee Authority.  Subject to Section 10 hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative  rules,  guidelines
and practices governing the Plan as it shall, from time to time, deem advisable,
to interpret the terms and provisions of the Plan and any award issued under the
Plan  (and to  determine  the  form and  substance  of all  Agreements  relating
thereto),  and to otherwise supervise the administration of the Plan. Subject to
Section  10  hereof,  all  decisions  made  by  the  Committee  pursuant  to the
provisions  of the Plan shall be made in the  Committee's  sole  discretion  and
shall be final  and  binding  upon  all  persons,  including  the  Company,  its
Subsidiaries and Holders.

(b)   Incentive   Stock   Options.   Anything  in  the  Plan  to  the   contrary
notwithstanding,  no term or provision of the Plan  relating to Incentive  Stock
Options  (including  but not limited to Stock Reload  Options  rights granted in
conjunction  with an Incentive  Stock  Option) or any  Agreement  providing  for
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  the Plan under Section 422 of the Code,  or,  without the consent of
the  Holder(s)  affected,  to disqualify  any Incentive  Stock Option under such
Section 422.

Section 3. Stock Subject to Plan.

         3.1  Number  of  Shares.  The total  number  of shares of Common  Stock
reserved  and  available  for  distribution  under the Plan  shall be  1,000,000
shares.  Shares of Stock  under the Plan may  consist,  in whole or in part,  of
authorized and unissued shares or treasury  shares.  If any shares of Stock that
have been optioned  cease to be subject to a Stock  Option,  or of any shares of

                                       7
Stock that are subject to any  Restricted  Stock,  Deferred  Stock award,  Stock
Reload Option or Other  Stock-Based Award granted hereunder are forfeited or any
such award  otherwise  terminates  without a payment being made to the Holder in
the form of Stock,  such shares shall again be  available  for  distribution  in
connection  with future grants and awards under the Plan. Only net shares issued
upon a  stock-for-stock  exercise  (including stock used for withholding  taxes)
shall be counted against the number of shares available under the Plan.

3.2 Adjustment upon Changes in Capitalization,  Etc. In the event of any merger,
reorganization,  consolidation,  recapitalization,  dividend  (other than a cash
dividend),  stock  split,  reverse  stock  split,  or other  change in corporate
structure  affecting the Stock, such substitution or adjustment shall be made in
the  aggregate  number of shares  reserved for issuance  under the Plan,  in the
number and  exercise  price of shares  subject to  outstanding  Options,  in the
number of shares and in the  number of shares  subject  to,  and in the  related
terms of,  other  outstanding  awards  (including  but not  limited to awards of
Restricted  Stock,  Deferred Stock,  Stock Reload Options and Other  Stock-Based
Awards)  granted under the Plan as may be determined  to be  appropriate  by the
Committee in order to prevent  dilution or enlargement of rights,  provided that
any  fractional  shares  resulting from such  adjustment  shall be eliminated by
rounding to the next lower whole number of shares.

Section 4. Eligibility.

4.1 General. Awards may be made or granted to key employees, officers, directors
and  consultants  who are  deemed  to  have  rendered  or to be  able to  render
significant  services to the Company or its  Subsidiaries  and who are deemed to
have  contributed  or to have the  potential to contribute to the success of the
Company.  No Incentive Stock Option shall be granted to any person who is not an
employee of the Company or a Subsidiary at the time of grant.

4.2 Directors' Awards. [Intentionally Omitted]

Section 5. Stock Options.

5.1 Grant  and  Exercise.  Stock  Options  granted  under the Plan may be of two
types:  (i) Incentive Stock Options and (ii)  Non-Qualified  Stock Options.  Any
Stock Option granted under the Plan shall contain such terms,  not  inconsistent
with this Plan,  or with respect to Incentive  Stock  Options,  the Code, as the
Committee may from time to time approve.  The Committee shall have the authority
to grant Incentive Stock Options,  Non-Qualified Stock Options, or both types of
Stock  Options and may be granted  alone or in addition to other awards  granted
under the Plan.  To the extent that any Stock  Option  intended to qualify as an
Incentive  Stock  Option does not so  qualify,  it shall  constitute  a separate
Non-Qualified Stock Option. An Incentive Stock Option may only be granted within
the ten year period commencing from the Effective Date and may only be exercised
within ten years of the date of grant (or five years in the case of an Incentive
Stock Option granted to optionee ("10%  Stockholder") who, at the time of grant,
owns Stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Company or a Parent or Subsidiary.

5.2 Terms and Conditions.  Stock Options granted under the Plan shall be subject
to the following terms and conditions:

(a) Exercise Price.  The exercise price per share of Stock  purchasable  under a
Stock Option shall be  determined  by the Committee at the time of grant and may
be less  than  100% of the Fair  Market  Value of the  Stock as  defined  above;
provided,  however,  that (i) the exercise  price of an  Incentive  Stock Option
shall not be less than 100% of the Fair Market Value of the Stock (110%,  in the
case of 10% Stockholder);  and (ii) the exercise price of a Non-Qualified  Stock
Option  shall  not be less  than 85% of the Fair  Market  Value of the  Stock as
defined above.

(b) Option  Term.  Subject to the  limitations  in Section 5.1, the term of each
Stock Option shall be fixed by the Committee.

                                       8
(c) Exercisability. Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee. If
the Committee provides, in its discretion,  that any Stock Option is exercisable
only in  installments,  i.e.,  that it vests over time,  the Committee may waive
such installment  exercise  provisions at any time at or after the time of grant
in whole or in part, based upon such factors as the Committee shall determine.

(d) Method of Exercise.  Subject to whatever  installment,  exercise and waiting
period  provisions  are  applicable in a particular  case,  Stock Options may be
exercised  in whole or in part at any time  during  the term of the  Option,  by
giving written notice of exercise to the Company specifying the number of shares
of Stock to be purchased. Such notice shall be accompanied by payment in full of
the purchase price,  which shall be in ash or, unless otherwise  provided in the
Agreement,  in shares of Stock including  Restricted  Stock and other contingent
awards  under this Plan) or,  partly in cash and partly in such  Stock,  or such
other  means  which the  Committee  determines  are  consistent  with the Plan's
purpose  and  applicable  law.  Cash  payments  shall be made by wire  transfer,
certified or bank check or personal  check, in each case payable to the order of
the  Company;  provided,  however,  that the  Company  shall not be  required to
deliver  certificates  for  shares of Stock  with  respect to which an Option is
exercised  until the Company  has  confirmed  the receipt of good and  available
funds in payment of the purchase  price  thereof.  Payments in the form of Stock
shall be valued at the Fair  Market  Value of a share of Stock on the date prior
to the  date of  exercise.  Such  payments  shall be made by  delivery  of stock
certificates  in negotiable  form which are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances.  Subject to the
terms of the  Agreement,  the  Committee  may,  in its sole  discretion,  at the
request of the Holder, deliver upon the exercise of a Non-Qualified Stock Option
a  combination  of shares of Deferred  Stock and Common  Stock;  provided  that,
notwithstanding  the  provisions of Section 8 of the Plan,  such Deferred  Stock
shall be fully vested and not subject to forfeiture. A Holder shall have none of
the rights of a  stockholder  with  respect to the shares  subject to the Option
until such shares  shall be  transferred  to the Holder upon the exercise of the
Option.

(e)  Transferability.  No Stock  Option  shall  be  transferable  by the  Holder
otherwise than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the Holder's lifetime, only by the Holder.

(f) Termination by Reason of Death. If a Holder's employment by the Company or a
Subsidiary  terminates by reason of death, any Stock Option held by such Holder,
unless otherwise  determined by the Committee at the time of grant and set forth
in the  Agreement,  shall be fully vested and may thereafter be exercised by the
legal  representative  of the estate or by the  legatee of the Holder  under the
will of the  Holder,  for a period of one year (or such other  greater or lesser
period as the  Committee  may  specify at grant)  from the date of such death or
until the expiration of the stated term of such Stock Option,  whichever  period
is the shorter.

(g) Termination by Reason of Disability. If a Holder's employment by the Company
or any Subsidiary  terminates by reason of Disability,  any Stock Option held by
such Holder,  unless otherwise  determined by the Committee at the time of grant
and set forth in the  Agreement,  shall be fully  vested and may  thereafter  be
exercised  by the  Holder  for a period of one year (or such  other  greater  or
lesser  period as the  Committee may specify at the time of grant) from the date
of such  termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

(h) Other  Termination.  Subject to the  provisions  of  Section  12.3 below and
unless otherwise  determined by the Committee at the time of grant and set forth
in the  Agreement,  if a Holder is an employee of the Company or a Subsidiary at
the  time of  grant  and if  such  Holder's  employment  by the  Company  or any
Subsidiary  terminates for any reason other than death or Disability,  the Stock
Option  shall  thereupon  automatically  terminate,  except that if the Holder's
employment is terminated by the Company or a Subsidiary  without cause or due to
Normal Retirement, then the portion of such Stock Option which has vested on the
date of  termination  of  employment  may be  exercised  for the lesser of three
months after  termination  of employment  or the balance of such Stock  Option's
term.

                                       9
(i) Additional  Incentive Stock Option  Limitation.  In the case of an Incentive
Stock Option,  the amount of aggregate Fair Market Value of Stock (determined at
the time of grant of the Option) with respect to which  Incentive  Stock Options
are  exercisable  for the first time by a Holder during any calendar year (under
all such  plans of the  Company  and its Parent  and any  Subsidiary)  shall not
exceed $100,000.

(j) Buyout and Settlement Provisions. The Committee may at any time offer to buy
out a Stock Option previously  granted,  based upon such terms and conditions as
the Committee  shall  establish and  communicate  to the Holder at the time that
such offer is made.

(k) Stock Option Agreement.  Each grant of a Stock Option shall be confirmed by,
and shall be subject to the terms of, the Agreement  executed by the Company and
the Holder.

5.3  Stock  Reload   Option.   The  Committee  may  also  grant  to  the  Holder
(concurrently  with the grant of an  Incentive  Stock Option and at or after the
time of grant in the case of a Non-Incentive Stock Option) a Stock Reload Option
up to the  amount of shares of Stock  held by the Holder for at least six months
and used to pay all or part of the  exercise  price of an  Option  and,  if any,
withheld by the  Company as payment for  withholding  taxes.  Such Stock  Reload
Option  shall have an exercise  price of the Fair Market Value as of the date of
the Stock Reload Option  grant.  Unless the Committee  determines  otherwise,  a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of  expiration of the Option to which the Reload Option
is related.

Section 6. Stock Appreciation Rights. [Intentionally omitted.]

Section 7. Restricted Stock.

7.1 Grant. Shares of Restricted Stock may be awarded either alone or in addition
to other awards  granted  under the Plan.  The  Committee  shall  determine  the
eligible  persons to whom, and the time or times at which,  grants of Restricted
Stock will be awarded, the number of shares to be awarded, the price (if any) to
be paid by the Holder, the time or times within which such awards may be subject
to forfeiture (the  "Restriction  Period"),  the vesting  schedule and rights to
acceleration thereof, and all other terms and conditions of the awards.

7.2 Terms and Conditions.  Each  Restricted  Stock award shall be subject to the
following terms and conditions:

(a) Certificates.  Restricted Stock, when issued, will be represented by a stock
certificate  or  certificates  registered in the name of the Holder to whom such
Restricted  Stock  shall  have been  awarded.  During  the  Restriction  Period,
certificates  representing the Restricted Stock and any securities  constituting
Retained Distributions (as defined below) shall bear a legend to the effect that
ownership of the  Restricted  Stock (and such Retained  Distributions),  and the
enjoyment of all rights  appurtenant  thereto,  are subject to the restrictions,
terms and conditions  provided in the Plan and the Agreement.  Such certificates
shall be deposited by the Holder with the Company, together with stock powers or
other  instruments  of  assignment,  each  endorsed in blank,  which will permit
transfer to the Company of all or any  portion of the  Restricted  Stock and any
securities  constituting Retained  Distributions that shall be forfeited or that
shall not become vested in accordance with the Plan and the Agreement.

(b) Rights of Holder.  Restricted Stock shall constitute  issued and outstanding
shares of Common Stock for all corporate  purposes.  The Holder will have the to
vote such Restricted Stock, to receive and retain all regular cash dividends and
other  cash  equivalent  distributions  as the Board may in its sole  discretion
designate,  pay or distribute on such Restricted Stock and to exercise all other
rights,  powers and  privileges of a holder of Common Stock with respect to such
Restricted  Stock,  with the exceptions that (i) the Holder will not be entitled
to  delivery  of  the  stock  certificate  or  certificates   representing  such
Restricted Stock until the Restriction  Period shall have expired and unless all
other vesting requirements with respect thereto shall have been fulfilled;  (ii)
the  Company  will  retain  custody  of the stock  certificate  or  certificates
representing  the Restricted  Stock during the Restriction  Period;  (iii) other
than regular cash dividends and other cash equivalent distributions as the Board
may in its sole discretion designate, pay or distribute, the Company will retain

                                       10
custody of all distributions  ("Retained  Distributions")  made or declared with
respect to the Restricted Stock (and such Retained Distributions will be subject
to  the  same  restrictions,  terms  and  conditions  as are  applicable  to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect
to which such  Retained  Distributions  shall have been made,  paid or  declared
shall have become vested and with respect to which the Restriction  Period shall
have  expired;  (iv) a breach of any of the  restrictions,  terms or  conditions
contained  in  this  Plan  or the  Agreement  or  otherwise  established  by the
Committee with respect to any Restricted  Stock or Retained  Distributions  will
cause a forfeiture of such Restricted Stock and any Retained  Distributions with
respect thereto.

(c) Vesting;  Forfeiture.  Upon the  expiration of the  Restriction  Period with
respect  to each award of  Restricted  Stock and the  satisfaction  of any other
applicable restrictions, terms and conditions (i) all or part of such Restricted
Stock shall become vested in  accordance  with the terms of the  Agreement,  and
(ii) any  Retained  Distributions  with respect to such  Restricted  Stock shall
become vested to the extent that the Restricted Stock related thereto shall have
become vested. Any such Restricted Stock and Retained  Distributions that do not
vest shall be forfeited to the Company and the Holder shall not thereafter  have
any rights with respect to such Restricted Stock and Retained Distributions that
shall have been so forfeited.

Section 8. Deferred Stock.

8.1 Grant.  Shares of Deferred  Stock may be awarded either alone or in addition
to other awards  granted  under the Plan.  The  Committee  shall  determine  the
eligible persons to whom and the time or times at which grants of Deferred Stock
shall be awarded,  the number of shares of  Deferred  Stock to be awarded to any
person, the duration of the period (the "Deferral Period") during which, and the
conditions  under which  receipt of the shares will be  deferred,  and all other
terms and conditions of the awards.

8.2 Terms and  Conditions.  Each  Deferred  Stock  award shall be subject to the
following terms and conditions:

(a)  Certificates.  At the expiration of the Deferral  Period (or the Additional
Deferral Period referred to in Section 8.2(c) below,  where  applicable),  share
certificates  shall be  delivered  to the Holder,  or his legal  representative,
representing the number equal to the shares covered by the Deferred Stock award.

(b) Vesting;  Forfeiture.  Upon the  expiration  of the Deferral  Period (or the
Additional  Deferral  Period,  where  applicable)  with respect to each award of
Deferred Stock and the satisfaction of any other applicable  limitations,  terms
or conditions,  such Deferred  Stock shall become vested in accordance  with the
terms of the Agreement. Any Deferred Stock that does not vest shall be forfeited
to the Company and the Holder shall not thereafter  have any rights with respect
to such Deferred Stock that has been so forfeited.

(c) Additional  Deferral  Period. A Holder may request to, and the Committee may
at any time,  defer the receipt of an award (or an  installment of an award) for
an  additional  specified  period or until a  specified  event (the  "Additional
Deferral  Period").  Subject to any exceptions  adopted by the  Committee,  such
request  must  generally  be made at least one year prior to  expiration  of the
Deferral Period for such Deferred Stock award (or such installment).

Section 9. Other Stock-Based Awards.

9.1 Grant and  Exercise.  Other  Stock-Based  Awards may be awarded,  subject to
limitations  under  applicable laws, which are denominated or payable in, valued
in whole or in part by  reference  to, or  otherwise  based on, or  related  to,
shares of Common Stock,  as deemed by the  Committee to be  consistent  with the
purposes of the Plan including,  without limitation,  purchase rights, shares of
Common Stock awarded which are not subject to any  restrictions  or  conditions,
convertible or exchangeable debentures,  or other rights convertible into shares
of Common Stock and awards  valued by reference to the value of securities of or
the  performance  of specified  Subsidiaries.  Other  Stock-Based  Awards may be
awarded  either alone or in addition to or in tandem with any Other Awards under
this Plan or any other plan of the Company.

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9.2 Eligibility.  The Committee shall determine the eligible persons to whom and
the time or times at which  grants of such awards  shall be made,  the number of
shares of Common  Stock to be awarded  pursuant  to such  awards,  and all other
terms and conditions of the awards.

9.3 Terms and Conditions.  Each Other Stock-Based Award shall be subject to such
terms and conditions as may be determined by the Committee.

Section 10. Amendment and Termination.

The Board  may at any time,  and from time to time,  amend,  alter,  suspend  or
discontinue  any of the  provisions of the Plan,  but no amendment,  alteration,
suspension  or  discontinuance  shall be made which would impair the rights of a
Holder  under any  Agreement  theretofore  entered into  hereunder,  without his
consent.

Section 11. Term of Plan.

11.1 Effective Date. The Plan shall be effective as of June 17, 2003 ("Effective
Date").  Any awards  granted under the Plan prior to approval of the Plan by the
shareholders  of the Company  shall be  effective  when made  (unless  otherwise
specified  by the  Committee  at the  time of  grant),  but may be,  but are not
necessarily required to be, conditioned upon and/or subject to, such approval of
the Plan by the Company's stockholders.

11.2 Termination  Date. Unless terminated by the Board, this Plan shall continue
to remain  effective  until such time no further  awards may be granted  and all
awards granted under the Plan are no longer outstanding.

Notwithstanding  the  foregoing,  grants of Incentive  Stock Options may only be
made during the ten year period following the Effective Date.

 Section 12. General Provisions.

12.1 Written Agreements.  Each Stock Option,  Restricted Stock or Deferred Stock
award  granted under the Plan shall be confirmed by, and shall be subject to the
terms of the Agreement executed by the Company and the Holder. The Committee may
terminate any award made under the Plan if the Agreement relating thereto is not
executed and returned to the Company  within sixty (60) days after the Agreement
has been delivered to the Holder for his or her execution.

12.2 Unfunded  Status of Plan.  The Plan is intended to constitute an "unfunded"
plan for incentive and deferred  compensation.  With respect to any payments not
yet made to a Holder by the  Company,  nothing  contained  herein shall give any
such Holder any rights that are greater than those of a general  creditor of the
Company.

12.3 Employees.

(a) Engaging in Competition  with the Company.  In the event an employee  Holder
terminates  his  employment  with the  Company  or a  Subsidiary  for any reason
whatsoever,  and within one year after the date thereof accepts  employment with
any competitor of, or otherwise  engages in competition  with, the Company,  the
Committee,  in its sole  discretion  may  require  such  Holder to return to the
Company the economic value of any award which was realized or obtained (measured
at the date of  exercise,  vesting or payment) by such Holder at any time during
the period  beginning on that date which is six months prior to the date of such
Holder's termination of employment with the Company.

(b)  Termination  for Cause.  The  Committee  may,  in the event an  employee is
terminated  for cause,  annul any award granted under this Plan to such employee
and, in such event,  the  Committee,  in its sole  discretion,  may require such
Holder  to return  to the  Company  the  economic  value of any award  which was
realized or obtained  (measured at the date of exercise,  vesting or payment) by
such  Holder at any time during the period  beginning  on that date which is six
months prior to the date of such Holder's  termination  of  employment  with the
Company.

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(c) No Right  of  Employment.  Nothing  contained  in the  Plan or in any  award
hereunder  shall be deemed to confer  upon any  employee  of the  Company or any
Subsidiary any right to continued employment with the Company or any Subsidiary,
nor  shall  it  interfere  in any way  with  the  right  of the  Company  or any
Subsidiary to terminate the employment of any of its employees at any time.

12.4 Investment Representations. The Committee may require each person acquiring
shares of Stock  pursuant  to a Stock  Option or other  award  under the Plan to
represent  to and agree with the Company in writing that the Holder is acquiring
the shares for investment without a view to distribution thereof.

12.5  Additional  Incentive  Arrangements.  Nothing  contained in the Plan shall
prevent the Board from adopting such other or additional incentive  arrangements
as it may deem desirable,  including,  but not limited to, the granting of stock
options and the awarding of stock and cash  otherwise  than under the Plan;  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

12.6  Withholding  Taxes.  Not later  than the date as of which an amount  first
becomes  includable  in the gross  income of the Holder for  Federal  income tax
purposes  with  respect to any Option or other award under the Plan,  the Holder
shall pay to the Company,  or make  arrangements  satisfactory  to the Committee
regarding  the  payment  of,  any  Federal,  state and  local  taxes of any kind
required by law to be withheld or paid with respect to such amount. If permitted
by the Committee,  tax  withholding or payment  obligations  may be settled with
Common Stock,  including  Common Stock that is part of the award that gives rise
to the  withholding  requirement.  The obligations of the Company under the Plan
shall be  conditional  upon such  payment or  arrangements  satisfactory  to the
Company and the Company or the Holder's  employer (if not the Company) shall, to
the extent  permitted  by law,  have the right to deduct any such taxes from any
payment  of any  kind  otherwise  due to the  Holder  from  the  Company  or any
Subsidiary.

12.7 Other Benefit  Plans.  Any award granted under the Plan shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any  Subsidiary  and shall not affect  any  benefits  under any other
benefit plan no or subsequently in effect under which the availability or amount
of benefits is related to the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).

12.8 Non-Transferability. Except as otherwise expressly provided in the Plan, no
right or benefit under the Plan may be alienated, sold, assigned,  hypothecated,
pledged,  exchanged,  transferred,  encumbered  or  charged,  and any attempt to
alienate, sell, assign,  hypothecate,  pledge, exchange,  transfer,  encumber or
charge the same shall be void.

12.9  Applicable  Laws. The obligations of the Company with respect to all Stock
Options and awards under the Plan shall be subject to (i) all  applicable  laws,
rules and regulations and such approvals by any governmental  agencies as may be
required,  including,  without  limitation,  the effectiveness of a registration
statement  under the Securities Act of 1933, as amended,  and (ii) the rules and
regulations of any securities exchange on which the Stock may be listed.

12.10 Conflicts. If any of the terms or provisions of the Plan conflict with the
requirements of (with respect to Incentive  Stock  Options),  Section 422 of the
Code,  then such terms or provisions  shall be deemed  inoperative to the extent
they so  conflict  with  the  requirements  of  said  Section  422 of the  Code.
Additionally,  if this  Plan  does not  contain  any  provision  required  to be
included herein under Section 422 of the Code, such provision shall be deemed to
be  incorporated  herein with the same force and effect as if such provision had
been set out at length herein.

12.11  Non-Registered  Stock. The shares of Stock being  distributed  under this
Plan have not been registered  under the Securities Act of 1933, as amended (the
"1933 Act"), or any applicable state or foreign  securities laws and the Company
may, but has no obligation to any Holder to, register the Stock or assist Holder
in obtaining an exemption from the various  registration  requirements,  or list
the Stock on a national securities exchange or inter-dealer quotation system.

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12.12  Governing Law. The Plan and all awards made and actions taken there under
shall be governed by and construed in  accordance  with the laws of the State of
Nevada (without regard to choice of law provisions).

By:///Signed///

    ----------------------------
    Marc Crimeni, President, Director

By ///Signed///
   -----------------------------
   Robert Harris, Director

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