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EXHIBIT 10.1

                           ILINC COMMUNICATIONS, INC.








                             STOCK COMPENSATION PLAN








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                           ILINC COMMUNICATIONS, INC.
                             STOCK COMPENSATION PLAN

                                    ARTICLE I
                                    THE PLAN

       1.1 NAME. This Plan shall be known as the "iLinc Communications Stock
Compensation Plan." Capitalized terms used herein are defined in Article VIII
hereof.

       1.2 PURPOSE. The purpose of the Plan is to promote the growth and general
prosperity of the Company by permitting the Company to grant to Employees and
Outside Directors, and Advisors, Common Stock of the Company and Options to
purchase Common Stock of the Company. The Plan is designed to help the Company
and its Subsidiaries attract and retain personnel and to provide Employees and
Outside Directors, and Advisors, with an additional incentive to contribute to
the success of the Company. The Company intends that Incentive Stock Options
granted under the Plan shall qualify as "incentive stock options" within the
meaning of Section 422 of the Code. The Plan provides both for the direct award
of Shares and for the grant of Options to purchase Shares. Options granted under
the Plan may include Nonqualified Stock Options as well as Incentive Stock
Options.

       1.3 EFFECTIVE DATE. The Plan shall become effective upon the Effective
Date as defined herein.

       1.4 ELIGIBILITY TO PARTICIPATE. Any Employee, Outside Director, or
Advisor shall be eligible to participate in the Plan. Subject to the following
provisions the Committee may grant Options or Restricted Stock in accordance
with such determinations as the Committee from time to time in its sole
discretion shall make; provided, however, that Incentive Stock Options may be
granted only to persons who are Employees.

       1.5 SHARES SUBJECT TO THE PLAN. The shares of Common Stock to be issued
pursuant to the Plan shall be either authorized and unissued shares of Common
Stock or shares of Common Stock issued and thereafter acquired by the Company.

       1.6 MAXIMUM NUMBER OF PLAN SHARES. Subject to adjustment pursuant to the
provisions of Section 6.2, and subject to any additional restrictions elsewhere
in the Plan, the maximum aggregate number of shares of Common Stock that may be
issued and sold hereunder shall not exceed 5,500,000 shares. No more than
2,750,000 shares of Common Stock shall be available for Incentive Stock Options.
Subject to adjustment pursuant to the provisions of Section 6.2, and subject to
any additional restrictions elsewhere in the Plan, the maximum aggregate number
of shares of Common Stock with respect to which Options may be granted to any
Optionee during the term of the Plan shall not exceed 2,750,000 shares.

       1.7 OPTIONS AND STOCK GRANTED UNDER PLAN. Plan Shares with respect to
which an Option shall have been exercised or a Restricted Stock Award shall have
vested shall not again be available for grant hereunder. If an Option terminates
for any reason without being wholly exercised or Restricted Stock is forfeited,
new Options or Restricted Stock may be granted hereunder covering the number of
Plan Shares to which such Option termination or forfeiture relates. In the event
that an outstanding Option or other right for any reason expires or is canceled,
the Shares allocable to the unexercised portion of such Option or other right
shall not reduce the number of Shares available for issuance nder the Plan.

       1.8 CONDITIONS PRECEDENT. The Company shall not issue any certificate for
Plan Shares pursuant to the Plan prior to fulfillment of all of the following
conditions:

              (a) The admission of the Plan Shares to listing on all stock
       exchanges on which the Common Stock is then listed, unless the Board or
       Committee determines in its sole discretion that such listing is neither
       necessary nor advisable;

              (b) The completion of any registration or other qualification of
       the offer or sale of the Plan Shares under any federal or state law or
       under the rulings or regulations of the Securities and Exchange
       Commission or any other governmental regulatory body that the Board or
       Committee shall in its sole discretion deem necessary or advisable; and

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              (c) The obtaining of any approval or other clearance from any
       federal or state governmental agency that the Committee shall in its sole
       discretion determine to be necessary or advisable.

       1.9 RESERVATION OF SHARES OF COMMON STOCK. During the term of the Plan,
the Company shall at all times reserve and keep available such number of shares
of Common Stock as shall be necessary to satisfy the requirements of the Plan as
to the number of Plan Shares. In addition, the Company shall from time to time,
as is necessary to accomplish the purposes of the Plan, seek or obtain from any
regulatory agency having jurisdiction any requisite authority that is necessary
to issue Plan Shares hereunder. The inability of the Company to obtain from any
regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance of any Plan Shares shall relieve
the Company of any liability in respect of the nonissuance of Plan Shares as to
which the requisite authority shall not have been obtained.

       1.10 TAX WITHHOLDING.

              (a) CONDITION PRECEDENT. The issuance of Plan Shares pursuant to
       the exercise of any Option under the Plan or the receipt or vesting of
       Restricted Stock is subject to the condition that if at any time the
       Committee shall determine, in its discretion, that the satisfaction of
       withholding tax or other withholding liabilities under any federal, state
       or local law is necessary or desirable as a condition of, or in
       connection with, such issuances, then the issuances shall not be
       effective unless the withholding shall have been effected or obtained in
       a manner acceptable to the Committee.

              (b) MANNER OF SATISFYING WITHHOLDING OBLIGATION. When a
       Participant is required by the Committee to pay to the Company an amount
       required to be withheld under applicable income tax laws in connection
       with the exercise of an Option or the receipt or vesting of Restricted
       Stock, such payment may be made (i) in cash, (ii) by check, (iii) if
       permitted by the Committee, by delivery to the Company of shares of
       Common Stock already owned by the Participant having a Fair Market Value
       on the Tax Date equal to the amount required to be withheld, (iv) through
       the withholding by the Company ("Company Withholding") of a portion of
       the Plan Shares acquired upon the exercise of the Options (if applicable)
       having a Fair Market Value on the Tax Date equal to the amount required
       to be withheld or (v) in any other form of valid consideration, as
       permitted by the Committee in its discretion.

              (c) NOTICE OF DISPOSITION OF STOCK ACQUIRED PURSUANT TO INCENTIVE
       STOCK OPTIONS. The Company may require as a condition to the issuance of
       Plan Shares covered by any Incentive Stock Option that the party
       exercising such Option give a written representation to the Company,
       which is satisfactory in form and substance to its counsel and upon which
       the Company may reasonably rely, that he shall report to the Company any
       disposition of such shares prior to the expiration of the holding periods
       specified by Section 422(a)(1) of the Code. If and to the extent that the
       realization of income in such a disposition imposes upon the Company
       federal, state or local withholding tax requirements, or any such
       withholding is required to secure for the Company an otherwise available
       tax deduction, the Company shall have the right to require that the
       recipient remit to the Company an amount sufficient to satisfy those
       requirements; and the Company may require as a condition to the issuance
       of Plan Shares covered by an Incentive Stock Option that the party
       exercising such Option give a satisfactory written representation
       promising to make such a remittance.

              1.11 EXERCISE OF OPTIONS.

              (a) METHOD OF EXERCISE. Each Option shall be exercisable in
       accordance with the terms of the Option Agreement pursuant to which the
       Option was granted. No Option may be exercised for a fraction of a Plan
       Share. Each Stock Option Agreement shall specify the date when all or any
       installment of the Option is to become exercisable. No Option shall be
       exercisable unless the Optionee has delivered an executed copy of the
       Stock Option Agreement to the Company. The Board of Directors or
       Committee shall determine the exercisability provisions of any Stock
       Option Agreement at its sole discretion. Unless the applicable Stock
       Option Agreement provides otherwise, all of an Optionee's Options shall
       become exercisable in full if: (i) the Company is subject to a Change in
       Control, (ii) such Options do not remain outstanding, (iii) such Options


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       are not assumed by the surviving corporation or its parent and (iv) the
       surviving corporation or its parent does not substitute options with
       substantially the same terms for such Options. A Stock Option Agreement
       may also provide for accelerated exercisability in the event of the
       Optionee's death, disability or retirement, change in employment status,
       or any other event. Any Option shall be deemed to be exercised for
       purposes of the Plan when written notice of exercise has been received by
       the Company at its principal office from the person entitled to exercise
       the Option and payment for the Plan Shares with respect to which the
       Option is exercised has been received by the Company.

              (b) PAYMENT OF PURCHASE PRICE. The purchase price of any Plan
       Shares purchased shall be paid at the time of exercise of the Option
       either (i) in cash, (ii) by certified or cashier's check, (iii) if
       permitted by the Committee, by shares of Common Stock, , (iv) by delivery
       of a copy of irrevocable instructions from the Optionee to a broker or
       dealer, reasonably acceptable to the Company, to sell certain of the Plan
       Shares purchased upon exercise of the Option or to pledge them as
       collateral for a loan and promptly deliver to the Company at the time of
       exercise is paid in shares of Common Stock, those shares shall be valued
       at the then Fair Market Value.

       1.12 ACCELERATION IN CERTAIN EVENTS. The Committee may, in its sole
discretion, accelerate the exercisability of any Option in whole or in part at
any time. Notwithstanding the provisions of any Option Agreement, the following
provisions shall apply if the surviving entity in a merger, consolidation or
change of control both fails to provide for the continued employment of an
optionee and fails to continue the Plan or provide a similar plan providing
substantially terms as provided herein then:

              (a) MERGERS, CONSOLIDATION, ETC. If the Company or its
       stockholders enter into an agreement to dispose of all or substantially
       all of the assets of the Company by means of a sale, merger or other
       reorganization, liquidation or otherwise in a transaction in which the
       Company is not the surviving entity or in which the Company is the
       surviving entity but stockholders of the Company own less than 40% of the
       total combined voting power of all of the classes entitled to vote of the
       surviving entity immediately after the transaction, all Options shall
       become fully vested and immediately exercisable with respect to the full
       number of shares subject to such Options during the period commencing as
       of the date of the agreement to dispose of all or substantially all of
       the assets or stock of the Company and ending when the disposition of
       assets or stock contemplated by that agreement is consummated or the
       Options are otherwise terminated in accordance with their provisions or
       the provisions of this Plan, whichever occurs first; provided that no
       Option will be immediately exercisable under this Section on account of
       any agreement of merger, sale of assets or other reorganization when the
       stockholders of the Company immediately before the consummation of the
       transaction will own at least 40% of the total combined voting power of
       all the classes of the stock entitled to vote of the surviving entity
       immediately after the consummation of the transaction.

              (b) CHANGE IN CONTROL. For any grant made prior to August 23,
       2007, anything contained herein to the contrary notwithstanding, (1) an
       Optionee shall become fully vested and immediately exercisable in each of
       his or her Options upon the occurrence of a "change in control" (as
       defined below) or a threatened Change in Control (as determined by the
       Committee in its sole discretion); and (2) no Option held by an Optionee
       at the time a change in control or threatened change in control occurs or
       at any time thereafter shall terminate for any reason before the end of
       the Option's express term. For any grant made after August 23, 2007 (but
       excluding all grants to the CEO and CFO of the Company), unless otherwise
       provided for in an Optionee's option agreement or written employment
       agreement; (1) an Optionee shall not become fully vested nor immediately
       exercisable in each of his or her Options upon the occurrence of a
       "change in control" (as defined below) or a threatened Change in Control
       (as determined by the Committee in its sole discretion); and (2) no
       Option held by an Optionee at the time a change in control or threatened
       change in control occurs or at any time thereafter may terminate in
       accordance with the option agreement terms.

              (c) For purposes of this Section, a "Change in Control" means one
       or more of the following events:


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                     (i) Any person within the meaning of Section 13(d) and
              14(d) of the Exchange Act, other than the Company (including its
              subsidiaries and affiliates) has become the beneficial owner,
              within the meaning of Rule 13d-3 under the Exchange Act, of 25% or
              more of the combined voting power of the Company's then
              outstanding Common Stock or equivalent in voting power of any
              class or classes of the Company's outstanding securities
              ordinarily entitled to vote in elections of directors ("voting
              securities"); or

                     (ii) Shares representing 25% or more of the combined voting
              power of the Company's voting securities are purchased pursuant to
              a tender offer (other than an offer by the Company or its
              subsidiaries or affiliates); or

                     (iii) A change during any period of two consecutive years
              of a majority of the members of the Board for any reason, unless
              the election, or the nomination for election by the Company's
              shareholders, of each director was approved by a vote of a
              majority of the directors then still in office who were directors
              at the beginning of the period; provided that a change in control
              will not be deemed to have occurred for purposes hereof with
              respect to any person meeting the requirements of clauses (i) and
              (ii) of Rule 13d-1(b)(1) promulgated under the Exchange Act.

                     (iv) The Company transfers more than 50% of its assets, or
              the last of a series of transfers results in the transfer of more
              than 50% of the assets of the Company, to another entity that is
              not wholly-owned by the Company. For purposes of this subsection
              (v), the determination of what constitutes 50% of the assets of
              the Company shall be made by the Committee, as constituted
              immediately prior to the events that would constitute a change of
              control if 50% of the Company's assets were transferred in
              connection with such events, in its sole discretion.

       1.13 COMPLIANCE WITH SECURITIES LAWS. Plan Shares shall not be issued
with respect to any Option or any Restricted Stock Award unless the issuance and
delivery of the Plan Shares (and the exercise of an Option, if applicable) shall
comply with all relevant provisions of state and federal law (including without
limitation (i) the Securities Act and the rules and regulations promulgated
thereunder, and (ii) the requirements of any stock exchange upon which the Plan
Shares may then be listed) and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Committee may also
require a Participant to furnish evidence satisfactory to the Company, including
without limitation a written and signed representation letter and consent to be
bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares in violation of
any state or federal law, rule, or regulation. Further, each Participant shall
consent to the imposition of a legend on the certificate representing the Plan
Shares issued pursuant to the exercise of an Option or a Restricted Stock Award
restricting their transfer as required by law or this Section.

       1.14 EMPLOYMENT OR SERVICE OF OPTIONEE. Nothing in the Plan or in any
Award granted hereunder shall confer upon any Employee any right to continued
employment by the Company or any of its Subsidiaries, as applicable or limit in
any way the right of the Company or any Subsidiary at any time to terminate or
alter the terms of that employment. Nothing in the Plan or in any Award granted
hereunder shall confer upon any Outside Director or Advisor of the Company or
any of its Subsidiaries or limit in any way the right of the Company or any
Subsidiary at any time to terminate or alter the terms of that service.

       1.15 RIGHTS OF OPTIONEES UPON TERMINATION OF EMPLOYMENT OR SERVICE. The
Committee shall provide in each Option Agreement for the circumstances under
which the Option granted hereunder terminates. The Committee shall also address
in each Option Agreement the exercisability of the Options following death,
Permanent Disability or Retirement or cessation of employment of an Optionee.

       1.16 TRANSFERABILITY OF OPTIONS. Except as may be agreed upon by the
Committee in accordance with the following paragraph, Options shall not be
transferable other than by will or the laws of descent and distribution or, with
respect to Nonqualified Stock Options, pursuant to the terms of a qualified
domestic relations order as defined by the Code or Title I of ERISA, or the
rules thereunder, and, with respect to Incentive Stock Options, may be exercised
during the lifetime of an Optionee only by that Optionee or by his legally
authorized representative. The designation by an Optionee of a beneficiary shall
not constitute a transfer of the Option. If the applicable Stock Option
Agreement so provides, a Nonqualified Stock Option may also be transferable by
the Optionee by (i) a gift to a member of the Optionee's Immediate Family or
(ii) a gift to an INTER VIVOS or testamentary trust in which members of the
Optionee's Immediate Family have a beneficial interest of more than 50% and
which provides that such Nonqualified Stock Option is to be transferred to the
beneficiaries upon the Optionee's death. An Incentive Stock Option may be
exercised during the lifetime of the Optionee only by the Optionee or by the
Optionee's guardian or legal representative. The Committee may, in its
discretion, provide in an Option Agreement that Nonqualified Stock Options
granted hereunder may be transferred by the Optionee to members of his immediate
family, trusts for the benefit of such immediate family members and partnerships
in which such immediate family members are the only partners.

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       1.17 INFORMATION TO PARTICIPANTS. Upon written request, the Company shall
furnish to each Participant a copy of the its annual report, proxy statements,
most recent Form 10-K Annual Report and each quarterly report, or any other
reports sent to the Company's shareholders.

       1.18 NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

                                   ARTICLE II
                                 ADMINISTRATION

       2.1 COMMITTEE. The Plan shall be administered by the Board or if so
designated by the Board then by a Committee of not fewer than two members of the
Board. Each member of the Committee shall be a "Non-Employee Director" within
the meaning of Rule 16b-3 under the Exchange Act. Moreover, in the event any
Awards granted hereunder are intended to qualify as performance-based
compensation under Section 162(m) of the Code, all members of the Committee
shall be "outside directors" within the meaning of Section 162(m) of the Code
and the regulations thereunder. Subject to the provisions of the Plan, the
Committee shall have the sole discretion and authority to determine from time to
time the Employees and Outside Directors, Advisors to whom Awards shall be
granted and the number of Plan Shares subject to each Award, to interpret the
Plan, to prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, to determine and interpret the
details and provisions of each Award, to modify or amend any Award Agreement or
waive any conditions or restrictions applicable to any Awards (or the exercise
thereof), and to make all other determinations necessary or advisable for the
administration of the Plan. All decisions, interpretations and other actions of
the Board of Directors or the Committee shall be final and binding on all
Purchasers, all Optionees and all persons deriving their rights from a Purchaser
or Optionee.

       2.2 APPOINTMENT OF COMMITTEE. The Committee shall be appointed by the
Board; provided that the Board may remove any Committee member, with or without
cause. If no Committee has been appointed, the entire Board of Directors shall
administer the Plan. Any reference to the Board of Directors in the Plan shall
be construed as a reference to the Committee (if any) to whom the Board of
Directors has assigned a particular function or authority over the Plan and its
administration.

       2.3 MAJORITY RULE; UNANIMOUS WRITTEN CONSENT. A majority of the members
of the Committee shall constitute a quorum, and any action taken by a majority
present at a meeting at which a quorum is present or any action taken without a
meeting evidenced by a writing executed by all members of the Committee shall
constitute the action of the Committee may take place by telephone conference
call.

       2.4 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Committee on all matters relating to Employees and Outside
Directors, Advisors, their employment, death, Retirement, Permanent Disability,
or other termination of employment or other relationship with the Company, and
such other pertinent facts as the Committee may require The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

       2.5 EXCULPATION OF COMMITTEE. No member of the Committee shall be
personally liable for, and the Company shall indemnify all members of the
Committee and hold them harmless against, any claims resulting directly or
indirectly from any action or inaction by the Committee pursuant to the Plan,
including without limitation any determination by the Committee regarding
whether a Change in Control is threatened or any failure by the Committee to
consider such a determination.


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                                   ARTICLE III
                             INCENTIVE STOCK OPTIONS

       3.1 TERMS AND CONDITIONS. The terms and conditions of Options granted
under this Article may differ from one another as the Committee shall, in its
discretion, determine, as long as all Options granted under this Article satisfy
the requirements of this Article.

       3.2 DURATION OF OPTIONS. Each Option granted pursuant to this Article and
all rights thereunder shall expire on the date determined by the Committee, but
in no event shall any Option granted under this Article expire earlier than one
year or later than 10 years after the date on which the Option is granted. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan or the Option Agreement.

       3.3 PURCHASE PRICE. The purchase price for Plan Shares acquired pursuant
to the exercise, in whole or in part, of any Option granted under this Article
shall not be less than the Fair Market Value of the Plan Shares at the time of
the grant of the Option; provided, however, in the event of the grant of any
Option to an individual who, at the time the Option is granted, owns shares of
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any Subsidiary or affiliate thereof within the
meaning of Section 422 of the Code, the purchase price for the Plan Shares
subject to that Option must be at least 110% of the Fair Market Value of those
Plan Shares at the time the Option is granted and the Option must not be
exercisable after the expiration of five years from the date of its grant.

       3.4 MAXIMUM AMOUNT OF OPTIONS FIRST EXERCISABLE IN ANY CALENDAR YEAR. The
aggregate Fair Market Value of Plan Shares (determined at the time the Option is
granted) with respect to which Options issued under this Article are exercisable
for the first time by any Employee during any calendar year under all incentive
stock option plans of the Company and its Subsidiaries and affiliates shall not
exceed $100,000. Any portion of an Option granted under the Plan in excess of
the foregoing limit shall be considered granted pursuant to Article IV.

       3.5 INDIVIDUAL OPTION AGREEMENTS. Each Employee receiving Options
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company. In such Option Agreement, the Employee shall agree
to be bound by the terms and conditions of the Plan, the Options made pursuant
hereto, and such other matters as the Committee deems appropriate. Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board of Directors deems appropriate for inclusion in a
Option Agreement. The provisions of the various Option Agreements entered into
under the Plan need not be identical.

                                   ARTICLE IV
                           NONQUALIFIED STOCK OPTIONS

       4.1 OPTION TERMS AND CONDITIONS. The terms and conditions of Options
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine as long as all Options granted under this Article
satisfy the requirements of this Article.

       4.2 DURATION OF OPTIONS. Each Option granted pursuant to this Article and
all rights thereunder shall expire on the date determined by the Committee. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan.

       4.3 PURCHASE PRICE. The purchase price for the Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Non-qualified Option
granted under this Article shall not be less than the Fair Market Value of the
Plan Shares at the time of the grant of the Option.

       4.4 INDIVIDUAL OPTION AGREEMENTS. Each Optionee receiving Options
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company. In such Option Agreement, the Optionee shall agree
to be bound by the terms and conditions of the Plan, the Options made pursuant
hereto, and such other matters as the Committee deems appropriate. Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board of Directors deems appropriate for inclusion in a
Option Agreement. The provisions of the various Option Agreements entered into
under the Plan need not be identical.


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       4.5 GRANTS TO OUTSIDE DIRECTORS. Each Outside Director shall be eligible
to receive a grant of Nonqualified Stock Options upon their initial election by
shareholders or appointment to the Board and on the date of subsequent annual
meetings of stockholders each year from year to year. The Board by resolution
shall determine the number of shares represented by each option granted to
Outside Directors and the vesting of those options granted. If a new Outside
Director joins the Board on a date other than at the annual meeting of
stockholders, then the amount of the New Director's first annual (initial) grant
will be prorated based upon the period served from the Date of Grant until the
new Outside Director's first annual meeting of stockholders. The purchase price
for Plan Shares acquired pursuant to the exercise, in whole or in part, of any
Option received by Outside Directors shall be the Fair Market Value of the Plan
Shares on the Date of Grant of such Option. All Options granted to Outside
Directors shall expire on the day prior to the tenth anniversary of the Date of
Grant of such Options, unless an earlier date is otherwise specified herein.

                                    ARTICLE V
                                RESTRICTED STOCK

       5.1 GRANT OF RESTRICTED STOCK AWARDS. The Committee may, in its sole
discretion, grant Restricted Stock Awards in accordance with the terms and
conditions set forth in the Plan. Each Restricted Stock Agreement may contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as are determined by the Committee in its sole discretion.

       5.2 TERMS AND CONDITIONS. Each Restricted Stock Award confers upon the
recipient thereof the right to receive a specified number of shares of Common
Stock in accordance with the terms and conditions of each Participant's
Restricted Stock Agreement. The general terms and conditions of a Restricted
Stock Award will be as follows:

                     (a) Any shares of Common Stock awarded hereunder to a
              Participant will be restricted for a period of time to be
              determined by the Committee for each Participant at the time of
              the Award, which period shall be not more than ten years. The
              restrictions will prohibit the sale, assignment, transfer, pledge
              or other encumbrance of such shares, and will provide for possible
              reversion thereof to the Company in accordance with subparagraph
              (b) during the period of restriction.

                     (b) All Restricted Stock awarded under the Plan to a
              Participant will be forfeited and returned to the Company in the
              event the Participant's employment or service with the Company or
              a subsidiary thereof is terminated prior to the expiration of the
              period of restriction, unless the Participant's termination of
              employment or service is due to his death, Permanent Disability or
              Retirement or unless the Committee, in its sole discretion, waives
              the restrictions established in accordance with subparagraph (a)
              with respect to any or all of the shares of Restricted Stock.

                     (c) In the event of a Participant's death or Permanent
              Disability, the restrictions established in accordance with
              subparagraph (a) will lapse with respect to all Restricted Stock
              awarded to the Participant prior to any such event, and the shares
              of Common Stock involved will cease to be Restricted Stock and
              will no longer be subject to forfeiture to the Company pursuant to
              subparagraph (b).

                     (d) In the event of a Participant's Retirement, the
              restrictions established in accordance with subparagraph (a) will
              continue to apply unless the Committee in its sole discretion
              shortens the restriction period.

                     (e) Stock certificates issued with respect to Restricted
              Stock Awards will be registered in the name of the Participant,
              but will be delivered by him to the Company together with a stock
              power endorsed in blank. Each such certificate will bear the
              following legend:

                     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                     FORFEITURE, RESTRICTIONS ON TRANSFER AND CERTAIN OTHER
                     TERMS AND CONDITIONS SET FORTH IN THE iLINC COMMUNICATIONS,
                     INC. STOCK COMPENSATION PLAN AND THE AGREEMENT BETWEEN THE
                     REGISTERED OWNER OF THE SHARES REPRESENTED BY THIS
                     CERTIFICATE AND iLINC COMMUNICATIONS, INC. ENTERED INTO
                     PURSUANT TO SUCH PLAN."


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                     From the time of grant of the Restricted Stock Award, the
              Participant will be entitled to exercise all rights (including
              dividend and voting rights) with respect to the shares represented
              by such certificate, subject to forfeiture of such voting rights
              and the Common Stock as provided in subparagraph (b).

                     (f) Upon the lapse of a restriction period as determined
              pursuant to subparagraph (a), the Company will return the stock
              certificates representing the shares with respect to which the
              restriction has lapsed to the Participant or his legal
              representative, and pursuant to the instruction of the Participant
              or his legal representative will issue a certificate for such
              shares that does not bear the legend set forth in subparagraph
              (e).

                     (g) Any other securities or assets (other than ordinary
              cash dividends) that are received by a Participant with respect to
              Restricted Stock awarded to him, which is still subject to
              restrictions established in accordance with subparagraph (a), will
              be subject to the same restrictions and will be delivered by the
              Participant to the Company as provided in subparagraph (e).

       5.3 NOTICE TO COMPANY OF SECTION 83(b) ELECTION. Any Participant who
exercises an election under Section 83(b) of the Code to have his receipt of
shares of Restricted Stock taxed currently, without regard to restrictions, must
give notice to the Company of such election immediately upon making such
election. Such an election must be made within 30 days after the effective date
of issuance and cannot be revoked except with the consent of the Internal
Revenue Service.

                                   ARTICLE VI
                     TERMINATION, AMENDMENT, AND ADJUSTMENT

       6.1 TERMINATION AND AMENDMENT. The Plan shall terminate on July 1, 2015.
No Award shall be granted under the Plan after that date of termination. Subject
to the limitations contained in this Section, the Committee may at any time
amend or revise the terms of the Plan, including the form and substance of the
Award Agreements to be used in connection herewith; provided that no amendment
or revision may (i) increase the maximum aggregate number of Plan Shares, except
as permitted under Section 6.2, (ii) change the minimum purchase price for
shares under Article III, (iii) permit the granting of an Option or Restricted
Stock Award to anyone other than as provided in the Plan, or (iv) any amendment
that materially changes the class of persons who are eligible for the grant of
Incentive Stock Options. Stockholder approval shall not be required for any
other amendment of the Plan. No amendment, suspension, or termination of the
Plan shall, without the consent of the individual who has received an Award
hereunder, adversely alter or impair any of that individual's rights or
obligations under any Award granted under the Plan prior to that amendment,
suspension, or termination.

       6.2 ADJUSTMENTS. If the outstanding Common Stock is increased, decreased,
changed into, or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split,
or reverse stock split, an appropriate and proportionate adjustment shall be
made in the maximum number and kind of Plan Shares as to which Awards may be
granted under the Plan. A corresponding adjustment changing the number or kind
of shares allocated to unexercised Options or portions thereof and outstanding
Restricted Stock Awards, which shall have been granted prior to any such change,
shall likewise be made. Any such adjustment in outstanding Options shall be made
without change in the aggregate purchase price applicable to the unexercised
portion of the Options, but with a corresponding adjustment in the price for
each share covered by the Options. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of fractional
share interests.

       6.3 MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.


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                                   ARTICLE VII
                                  MISCELLANEOUS

       7.1 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary or affiliate of the Company, nor shall the Plan
preclude the Company or any Subsidiary or affiliate thereof from establishing
any other forms of incentive or other compensation plans.

       7.2 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company and any Subsidiary or affiliate of the
Company that adopts the Plan.

       7.3 NUMBER AND GENDER. Whenever used herein, nouns in the singular shall
include the plural where appropriate, and the masculine pronoun shall include
the feminine gender.

       7.4 HEADINGS. Headings of articles and sections hereof are inserted for
convenience of reference and constitute no part of the Plan.

                                  ARTICLE VIII
                                  DEFINITIONS

       As used herein with initial capital letters, the following terms have the
meanings hereinafter set forth unless the context clearly indicates to the
contrary:

       8.1 "ADVISOR" means any individual performing bona fide services for the
Company or any Subsidiary of the Company that has adopted the Plan who is not an
Employee, or a Director.

       8.2 "AWARD" means a grant of Options under Article III or Article IV of
the Plan or a Restricted Stock Award under Article V of the Plan.

       8.3 "AWARD AGREEMENT" means an Option Agreement or a Restricted Stock
Agreement.

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

       8.5 Termination of employment "For CAUSE" means conviction of a crime
involving moral turpitude or a crime providing for a term of imprisonment in a
federal or state penitentiary; failure or refusal to follow reasonable
instructions of the Board; failure or refusal to comply with the reasonable
policies, standards and regulations of the Company, which from time to time may
be established; failure or refusal to faithfully and diligently perform the
usual customary duties of his employment or service; acting in an
unprofessional, unethical, immoral or fraudulent manner; acting in a manner
which discredits or is detrimental to the reputation, character and standing of
Company or a Subsidiary; or the commission of any other act that causes or
reasonably may be expected to cause substantial injury to the Company.

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

       8.7 "COMMITTEE" means the Committee appointed in accordance with Section
2.1.

       8.8 "COMMON STOCK" means the Common Stock, par value $0.001 per share, of
the Company or, in the event that the outstanding shares of such Common Stock
are hereafter changed into or exchanged for shares of a different stock or
security of the Company or some other corporation, such other stock or security.

       8.9 "COMPANY" means iLinc Communications, Inc., a Delaware corporation.


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       8.10 "DIRECTOR" means a member of the Board.

       8.11 "EFFECTIVE DATE" means August 1, 1997.

       8.12 "EMPLOYEE" means an employee (as defined in Section 3401(c) of the
Code and the regulations thereunder) of the Company or of any Subsidiary of the
Company that adopts the Plan, including Officers.

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

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

       8.15 "FAIR MARKET VALUE" means such value as determined by the Committee
on the basis of such factors as it deems appropriate; provided that if the
Common Stock is traded on a national securities exchange or transactions in the
Common Stock are quoted on the Nasdaq National Market System, such value as
shall be determined by the Committee on the basis of the reported sales prices
for the Common Stock on the date for which such determination is relevant, as
reported on the national securities exchange or the Nasdaq National Market
System, as the case may be. If the Common Stock is not listed and traded upon a
recognized securities exchange or on the Nasdaq National Market System, the
Committee shall make a determination of Fair Market Value on a reasonable basis,
which may include the mean between the closing bid and asked quotations for such
stock on the date for which such determination is relevant (as reported by a
recognized stock quotation service) or, in the event that there shall be no bid
or asked quotations on the date for which such determination is relevant, then
on the basis of the mean between the closing bid and asked quotations on the
date nearest preceding the date for which such determination is relevant for
which such bid and asked quotations were available.

       8.16 "INCENTIVE STOCK OPTION" means an Option granted pursuant to Article
III.

       8.17 "NONQUALIFIED STOCK OPTION" means an Option granted pursuant to
Article IV.

       8.18 "OFFICER" means an officer of the Company or any Subsidiary of the
Company.

       8.19 "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.

       8.20 "OPTIONEE" means an Employee or Outside Director, Advisor to whom an
Option has been granted hereunder.

       8.21 "OPTION AGREEMENT" means an agreement between the Company and an
Optionee with respect to one or more Options.

       8.22 "OUTSIDE DIRECTOR" means a member of the Board who is not an Officer
or Employee of the Company.

       8.23 "PARTICIPANT" means a person to whom an Award has been granted.

       8.24 "PERMANENT DISABILITY" has the same meaning as that provided in
Section 22(e)(3) of the Code.

       8.25 "PLAN" means the iLinc Communications, Inc. Stock Compensation Plan,
as amended from time to time.

       8.26 "PLAN SHARES" or "SHARES" means shares of Common Stock issuable
pursuant to the Plan.

       8.27 "RESTRICTED STOCK" or "RESTRICTED STOCK AWARD" means an award of
Common Stock granted under Article V.

       8.28 "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Participant with respect to a Restricted Stock Award.


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       8.29 "RETIREMENT" occurs when an Employee or Director terminates his
relationship with the Company or a Subsidiary on or after the date he (a) turns
65 years old or (b) turns 55 years old and has completed 10 years of service
with the Company or a Subsidiary as otherwise determined by the Board.

       8.30 "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor rule.

       8.31 "SECURITIES ACT" means the Securities Act of 1933, as amend

       8.32 "SUBSIDIARY" means a subsidiary corporation of the Company, as
defined in Section 424(f) of the Code.

       8.33 "TAX DATE" means the date on which the amount of tax to be withheld
is determined.