Exhibit 10.8

                            Y-TEL INTERNATIONAL, INC.

                             2005 STOCK OPTION PLAN

1. PURPOSE

This 2005 Y-Tel International, Inc. Stock Option Plan ("the 2005 Plan") is
intended to promote the interests of the Corporation by providing eligible
individuals who are responsible for the management, growth and financial success
of the Corporation or who otherwise render valuable services to the Corporation
with the opportunity to acquire a proprietary interest, or increase their
proprietary interest, in the Corporation and thereby encourage them to remain in
the service of the Corporation.

Capitalized terms used herein shall have the meanings ascribed to such terms in
Paragraph 5.

2. ADMINISTRATION OF THE 2005 PLAN

(a) The 2005 Plan shall be administered by the Board. The Board, however, may at
any time appoint a committee ("Committee") of two (2) or more Board members and
delegate to such Committee one or more of the administrative powers allocated to
the Board pursuant to the provisions of the 2005 Plan. Members of the Committee
shall serve for such period of time as the Board may determine and shall be
subject to removal by the Board at any time. The Board may also at any time
terminate the functions of the Committee and reassume all powers and authority
previously delegated to the Committee.

(b) The 2005 Plan Administrator (either the Board or the Committee, to the
extent the Committee is at the time responsible for the administration of the
2005 Plan) shall have full power and authority (subject to the provisions of the
2005 Plan) to establish such rules and regulations as it may deem appropriate
for the proper 2005 Plan administration and to make such determinations under,
and issue such interpretations of, the 2005 Plan and any outstanding option
grants or share issuances as it may deem necessary or advisable. Decisions of
the 2005 Plan Administrator shall be final and binding on all parties who have
an interest in the 2005 Plan or any outstanding option or share issuance.

3. ELIGIBILITY

(a) The persons eligible to receive option grants pursuant to the 2005 Plan
(each an "Optionee") are limited to the following:

(1) key employees (including officers and directors) of the Corporation (or its
parent or subsidiary corporations, if any) who render services which contribute
to the success and growth of the Corporation (or any

parent or subsidiary corporations) or which may reasonably be anticipated to
contribute to the future success and growth of the Corporation (or any parent or
subsidiary corporations);






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(2) the  non-employee  members of the Board or the  non-employee  members of the
board of directors of any parent or subsidiary corporations; and

(3) those consultants or independent contractors who provide valuable services
to the Corporation (or any parent or subsidiary corporations).

(b) The 2005 Plan Administrator shall have full authority to determine, with
respect to the option grants made under the 2005 Plan, which eligible
individuals are to receive option grants, the number of shares to be covered by
each such grant, the status of the granted option as either an Incentive Option
or a Non-Statutory Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may remain
outstanding.

4. STOCK SUBJECT TO THE 2005 PLAN

(a) The stock issuable under the 2005 Plan shall be shares of the Corporation's
authorized but unissued or reacquired Common Stock, $0.0001 par value (the
"Common Stock"). The maximum number of shares which may be issued over the term
of the 2005 Plan shall not exceed Five Million (5,000,000) shares of Common
Stock. The total number of shares issuable under the 2005 Plan shall be subject
to adjustment from time to time in accordance with the provisions of Section
4(c).

(b) Shares subject to (i) the portion of one or more outstanding options which
are not exercised or surrendered prior to expiration or termination and (ii)
outstanding options canceled in accordance with the cancellation-regrant
provisions of Section 9 will be available for subsequent option grants or stock
issuances under the 2005 Plan.

(c) In the event any change is made to the Common Stock issuable under the 2005
Plan by reason of any stock dividend, stock split, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without receipt of consideration, then appropriate adjustments shall be
made to (i) the aggregate number and/or class of shares issuable under the 2005
Plan and (ii) the aggregate number and/or class of shares and the option price
per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the 2005 Plan Administrator shall be final, binding and conclusive.

(d) Common Stock issuable under the 2005 Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as may be
determined by the Plan Administrator.

5. DEFINITIONS

The following definitions shall apply to the respective capitalized terms used
herein:

BOARD means the Board of Directors of Y-Tel International, Inc.

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

CORPORATION means Y-Tel International, Inc. and its successors.



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CORPORATE TRANSACTION means one or more of the following transactions:
(a) a merger or consolidation in which the Corporation is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state of the Corporation's incorporation, (b) the sale, transfer or other
disposition of all or substantially all of the assets of the Corporation, or (c)
any reverse merger in which the Corporation is the surviving entity but in which
fifty percent (50%) or more of the Corporation's outstanding voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger.

EMPLOYEE means an individual who is in the employ of the Corporation or one or
more Parent or Subsidiary corporations (if any). An optionee shall be considered
to be an Employee for so long as such individual remains in the employ of the
Corporation or one or more Parent or Subsidiary corporations, subject to the
control and direction of the employer entity as to both the work to be performed
and the manner and method of performance.

EXERCISE DATE shall be the date on which written notice of the exercise of an
outstanding option under the 2005 Plan is delivered to the Corporation. Such
notice shall be in the form of a stock purchase agreement.

FAIR MARKET VALUE of a share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

(a) If the Common Stock is at the time listed or admitted to trading on any
stock exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the stock exchange
determined by the 2005 Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no reported sale of Common Stock on
such exchange on the date in question, then the Fair Market Value shall be the
closing selling price on the exchange on the last preceding date for which such
quotation exists.

(b) If the Common Stock is not at the time listed or admitted to trading on any
stock exchange but is traded in the over-the-counter market, the Fair Market
Value shall be the mean between the highest bid and the lowest asked prices (or,
if such information is available, the closing selling price) per share of Common
Stock on the date in question in the over-the-counter market, as such prices are
reported by the National Association of Securities Dealers

through its NASDAQ National Market System or any successor system. If there are
no reported bid and asked prices (or closing selling price) for the Common Stock
on the date in question, then the mean between the highest bid and lowest asked
prices (or closing selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market Value.

(c) If the Common Stock is at the time neither listed nor admitted to trading on
any stock exchange nor traded in the over-the-counter market, or if the 2005
Plan Administrator determines that the valuation provisions of subparagraphs (a)
and (b) above will not result in a true and accurate valuation of the Common
Stock, then the Fair Market Value shall be determined by the 2005 Plan
Administrator after taking into account such factors as the 2005 Plan
Administrator shall deem appropriate under the circumstances.



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INCENTIVE OPTION means an Incentive Stock Option which satisfies the
requirements of Section 422 of the Code.

NON-STATUTORY OPTION means an option not intended to meet the statutory
requirements prescribed under the Code for an Incentive Option.

PARENT corporation means any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each such
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

PERMANENT DISABILITY means the inability of an individual to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.

2005 PLAN means this 2005 Y-Tel International, Inc. Stock Option Plan.

PLAN ADMINISTRATOR means the Board or the Committee, to the extent the Committee
is responsible for plan administration in accordance with Section 2.

SERVICE means the performance of services for the Corporation or one or more
Parent or Subsidiary corporations by an individual in the capacity of an
Employee, a non-employee member of the board of directors or an independent
consultant or advisor, unless a different meaning is specified in the option
agreement evidencing the option grant or the purchase agreement evidencing the
purchased option shares. An Optionee shall be deemed to remain in Service for so
long as such individual renders services to the Corporation or any Parent or
Subsidiary corporation on a periodic basis in the capacity of an Employee, a
non-employee member the board of directors or an independent consultant or
advisor.

SUBSIDIARY corporation means each corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
such corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

TEN PERCENT SHAREHOLDER means the owner of stock (as determined under
Section 424(d) of the Code) possessing ten percent or more of the total combined
voting power of all classes of stock of the Corporation or any Parent or
Subsidiary corporation.

6. TERMS AND CONDITIONS OF OPTIONS

Options granted pursuant to the 2005 Plan shall be authorized by action of the
2005 Plan Administrator and may, at the discretion of the 2005 Plan
Administrator, be either Incentive Options or Non-Statutory Options. Each
granted option shall be evidenced by one or more instruments in the form
approved by the 2005 Plan Administrator; PROVIDED, HOWEVER, that each such
instrument shall comply with and incorporate the terms and conditions specified
below. In addition, each instrument evidencing an Incentive Option shall be
subject to the applicable provisions of Section 7.

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(a) OPTION PRICE

(1) The option price per share shall be fixed by the 2005 Plan Administrator.

(2) The option price shall become immediately due upon exercise of the option,
and subject to the provisions of Section 11, shall be payable in cash or check
drawn to the Corporation's order. Should the Corporation's outstanding Common
Stock be registered under Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "1934 Act") at the time the option is exercised, then the option
price may also be paid as follows:

(A) in shares of Common Stock held by the optionee for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or

(B) through a special sale and remittance procedure pursuant to which the
Optionee (i) is to provide irrevocable written instructions to a designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds, an amount sufficient to cover the
aggregate option price payable for the purchased shares plus all applicable
Federal and State income and employment taxes required to be withheld by the
Corporation by reason of such purchase and (ii) concurrently provides written
directives to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to effect the sale transaction.

(b) TERM AND EXERCISE OF OPTIONS

Each option granted under the 2005 Plan shall be exercisable at such time or
times, during such period, and for such number of shares as shall be determined
by the 2005 Plan Administrator and set forth in the stock option agreement
evidencing such option. However, no option granted under the 2005 Plan shall
have a term in excess of ten (10) years from the grant date.

(c) TERMINATION OF SERVICE

(1) The 2005 Plan Administrator shall have complete discretion to limit the
period of time that an option granted under the 2005 Plan may be exercised
should the Optionee cease to remain in Service for any reason (including death
or Permanent Disability). In no event, however, shall any such option be
exercisable after the specified expiration date of the option term. During such
limited period of exercisability, the option may not be exercised for more than
that number of shares (if any) for which such option is exercisable on the date
of the Optionee's cessation of Service. Upon the expiration of such period or
(if earlier) upon the expiration of the option term, the option shall terminate
and cease to be exercisable.

(2) Notwithstanding subsection (1) above, the 2005 Plan Administrator shall have
complete discretion, exercisable either at the time the option is granted or at
the time the Optionee ceases Service, to allow one or more outstanding options
held by the Optionee to be exercised, during the period of exercisability
following the Optionee's cessation of Service, not only with respect to the
number of shares for which the option is exercisable.

(3) Notwithstanding any provision of this 2005 Plan to the contrary, any options
granted under this 2005 Plan shall terminate as of the date the Optionee ceases


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to be in the Service of the Corporation if the Optionee was terminated for
"cause" or could have been terminated for "cause." If the Optionee has an
employment or a consulting agreement with the Corporation, the term "cause"
shall have the meaning given that term in the employment or consulting
agreement. If the Optionee does not have an employment or consulting agreement
with the Corporation, or if such employment or consulting agreement does not
define the term "cause," the term "cause" shall mean: (A) misconduct or
dishonesty that materially adversely affects the Corporation, including without
limitation (i) an act materially in conflict with the financial interests of the
Corporation, (ii) an act that could damage the reputation or customer relations
of the Corporation, (iii) an act that could subject the Corporation to
liability, (iv) an act constituting sexual harassment or other violation of the
civil rights of co-workers, (v) failure to obey any lawful instruction of the
Board or any officer of the Corporation and (vi) failure to comply with, or
perform any duty required under, the terms of any confidentiality, inventions or
non-competition agreement the Optionee may have with the Corporation, or (B)
acts constituting the unauthorized disclosure of any of the trade secrets or
confidential information of the Corporation, unfair competition with the
Corporation or the inducement of any customer of the Corporation to breach any
contract with the Corporation. The right to exercise any option shall be
suspended automatically during the pendency of any investigation by the Board,
or its designee, and/or any negotiations by the Board, or its designee, and the
Optionee, regarding any actual or alleged act or omission by the Optionee of the
type described in this paragraph.

(d) SHAREHOLDER RIGHTS. An Optionee shall have none of the rights of a
shareholder with respect to any shares covered by the option until such Optionee
shall have exercised the option and paid the option price.

(e) TRANSFERABILITY. Unless otherwise specified in the Agreement relating to an
option, options granted hereunder may be transferable (i) by will or the laws of
descent and distribution, (ii) pursuant to beneficiary designation procedures
approved by the Company, (iii) pursuant to a domestic relations order, (iv) to
one or more family members of the optionee, (v) to a trust or trusts for the
exclusive benefit of the optionee and/or one or more family members of the
optionee, (vi) to a partnership in which the optionee and/or one or more family
members of the optionee are the only partners, (vii) to a limited liability
company in which the optionee and/or one or more family members of the optionee
are the only members, or (viii) to such other persons or entities as may be
specified in the agreement relating to an option or approved in writing by the
Committee prior to such transfer. Except to the extent permitted by the
preceding sentence, each option may be exercised during the optionee's lifetime
only by the optionee or the optionee's legal representative or similar person.
Except as permitted by the second preceding sentence, (i) no option granted
hereunder shall be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process and (ii) upon any
attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise
dispose of any option granted hereunder, such option and all rights thereunder
shall immediately become null and void.







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<PAGE>
7. INCENTIVE OPTIONS

The terms and conditions specified below shall be applicable to all Incentive
Options granted under the 2005 Plan. Incentive Options may only be granted to
individuals who are Employees. Options which are specifically designated as
Non-Statutory Options when issued under the 2005 Plan shall NOT be subject to
such terms and conditions.

(a) OPTION PRICE. The option price per share of the Common Stock subject to an
Incentive Option shall in no event be less than one hundred percent (100%) of
the Fair Market Value of a share of Common Stock on the grant date; provided, if
the individual to whom the option is granted is at the time a Ten Percent
Shareholder, then the option price per share shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the grant
date.

(b) DOLLAR  LIMITATION.  The aggregate  Fair Market Value  (determined as of the
respective  date or dates of  grant) of the  Common  Stock for which one or more
options  granted to any Employee  under this 2005 Plan (or any other option 2005
Plan

of the Corporation or any Parent or Subsidiary corporation) may for the first
time become exercisable as Incentive Stock Options under the Federal tax laws
during any one calendar year shall not exceed the sum of one hundred thousand
dollars ($100,000). To the extent the Employee holds two or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability thereof as Incentive Options under
the Federal tax laws shall be applied on the basis of the order in which such
options are granted.

(c) OPTION TERM FOR TEN PERCENT SHAREHOLDER.  No option granted to a Ten Percent
Shareholder shall have a term in excess of five (5) years from the grant date.

(d)  ACCELERATED  TERMINATION  OF OPTION TERM.  The option term shall  terminate
prior to the expiration date established by the 2005 Plan  Administrator  should
any of the following provisions become applicable:

(1) Except as otherwise provided in subparagraph (2) or (3) below, should an
Optionee cease to remain in Service while his/her option is outstanding, then
the period for exercising his/her option shall be reduced to a three (3) month
period commencing with the date of such cessation of Service, but in no event
shall such option be exercisable at any time after the expiration date. Upon the
expiration of such three (3) month period or (if earlier) upon the expiration
date, the option shall terminate and cease to be outstanding.

(2) Should the Optionee die while his/her option is outstanding, his/her option
shall cease to be exercisable, upon the EARLIER of (a) the expiration of the
twelve (12) month period measured from the date of Optionee's death or (b) the
expiration date of the option. Upon the expiration of such twelve (12) month
period or (if earlier) upon the expiration date, the option shall terminate and
cease to be outstanding.

(3) Should the Optionee become Permanently Disabled and cease by reason thereof
to remain in Service while his/her option is outstanding, then the Optionee
shall have a period of twelve (12) months (commencing with the date of such


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cessation of Service) during which to exercise his/her option, but in no event
shall this option be exercisable at any time after the expiration date of the
option. Upon the expiration of such limited period of exercisability or (if
earlier) upon the expiration date, his/her option shall terminate and cease to
be outstanding.

(4) During the limited period of exercisability applicable under subparagraphs
(1), (2), or (3) above, the Optionee's option may be exercised for any or all of
the option shares in which the Optionee, at the time of cessation of Services,
is vested in accordance with the exercise/vesting provisions specified in
his/her stock option documents.

(e) TRANSFERABILITY. An Incentive Option shall not be transferable otherwise
than by will or the laws of descent and distribution and may be exercisable
during the Optionee's lifetime only by such Optionee or the Optionee's legal
representative or similar person.

Except as modified by the preceding provisions of this Section 7, all the
provisions of the 2005 Plan shall be applicable to the Incentive Options granted
hereunder.

8. CORPORATE TRANSACTION

(a) In the event of any Corporate Transaction, each option outstanding under the
2005 Plan shall terminate upon the consummation of such Corporate Transaction
and cease to be exercisable, unless assumed by the successor corporation or
parent thereof.

(b) In connection with any such Corporate Transaction, the 2005 Plan
Administrator may, at its sole discretion, (i) accelerate each or any
outstanding option under the 2005 Plan so that each or any such option shall,
immediately prior to the specified effective date for such Corporate
Transaction, become fully exercisable with respect to the total number of shares
of Common Stock at the time subject to such option and may be exercised for all
or any portion of such shares, (ii) arrange for each or any outstanding option
to either to be assumed by the successor corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, (iii) arrange for the option to be
replaced by a comparable cash incentive program of the successor corporation
based on the option spread (the amount by which the Fair Market Value of the
shares of Common Stock at the time subject to the option exceeds the option
price payable for such shares) or (iv) take none of the actions described in
clauses (i), (ii) or (iii) above and allow the option to terminate as provided
in Section 2(a) above. The determination of comparability under clauses (ii) and
(iii) above shall be made by the 2005 Plan Administrator, and such determination
shall be final and conclusive.

(c) The exercisability as Incentive Stock Options under the Federal tax laws of
any options accelerated in connection with the Corporate Transaction shall
remain subject to the applicable dollar limitation of subsection 7(b).

(d) If the outstanding options under the 2005 Plan are assumed by the successor
corporation (or parent thereof) in the Corporate Transaction or are otherwise to
continue in effect following such Corporate Transaction, then each such assumed
or continuing option shall, immediately after such Corporate Transaction, be


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appropriately adjusted to apply and pertain to the number and class of
securities or other property that would have been issuable to the option holder,
in consummation of the Corporate Transaction, had the option been exercised
immediately prior to such Corporate Transaction.

(e) The grant of options under this 2005 Plan shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

9. CANCELLATION AND NEW GRANT OF OPTIONS

The 2005 Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected Optionees, the cancellation
of any or all outstanding options under the 2005 Plan and to grant in
substitution therefore new options under the 2005 Plan covering the same or
different numbers of shares of Common Stock but having, in the case of an
Incentive Option, an option price per share not less than one hundred percent
(100%) of such Fair Market Value per share of Common Stock on the new grant
date, or, in the case of a Ten Percent Shareholder, not less than one hundred
and ten percent (110%) of such Fair Market Value.

10. EXTENSION OF EXERCISE PERIOD

The 2005 Plan Administrator shall have full power and authority to extend
(either at the time when the option is granted or at any time while the option
remains outstanding) the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service, from the limited
period set forth in the option agreement, to such greater period of time as the
2005 Plan Administrator may deem appropriate under the circumstances. In no
event, however, shall such option be exercisable after the specified expiration
date of the option term.

11. LOANS

(a) The 2005 Plan Administrator may assist any Optionee (including an Optionee
who is an officer or director of the Corporation) in the exercise of one or more
options granted to such Optionee under the 2005 Plan, including the satisfaction
of any Federal and State income and employment tax obligations arising
therefrom, by:

(1) authorizing the extension of a loan from the Corporation to such Optionee,
or

(2) permitting the Optionee to pay the option price for the purchased Common
Stock in installments over a period of years.

(b) The terms of any loan or installment method of payment (including the
interest rate and terms of repayment) shall be established by the 2005 Plan
Administrator in its sole discretion. Loans or installment payments may be
granted with or without security or collateral; however, any loan made to a
consultant or other non-employee director must be secured by property other than
the purchased shares of Common Stock. In all events, the maximum credit
available to each may not exceed the SUM of (i) the aggregate option price



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payable for the purchased shares less the aggregate par value for such shares
plus (ii) any Federal and State income and employment tax liability incurred by
the Optionee in connection with such exercise.

(c) The 2005 Plan Administrator may, in its absolute discretion, determine that
one or more loans extended under the financial assistance program shall be
subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions the Board in its discretion deems appropriate.

12. AMENDMENT OF THE 2005 PLAN AND AWARDS

(a) The Board shall have complete and exclusive power and authority to amend or
modify the 2005 Plan in any or all respects whatsoever. However, no such
amendment or modification shall adversely affect the rights and obligations of
an Optionee with respect to options at the time outstanding under the 2005 Plan,
nor adversely affect the rights of any Participant with respect to Common Stock
issued under the 2005 Plan prior to such action, unless the Optionee consents to
such amendment. In addition, the Board shall not, without the approval of the
Corporation's shareholders, amend the 2005 Plan to (i) materially increase the
maximum number of shares issuable under the 2005 Plan (except for permissible
adjustments under Section 4(c)), (ii) materially increase the benefits accruing
to individuals who participate in the 2005 Plan, or (iii) materially modify the
eligibility requirements for participation in the 2005 Plan.

(b) Options to purchase shares of Common Stock may be granted under the 2005
Plan which are in excess of the number of shares then available for issuance
under the 2005 Plan, provided any excess shares actually issued under the 2005
Plan are held in escrow until there is obtained shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the 2005 Plan. If such shareholder approval is not obtained
within twelve (12) months after the date the initial excess issuances are made,
then (i) any unexercised options representing such excess shall terminate and
cease to be exercisable and (ii) the Corporation shall promptly refund to the
Optionees the option price paid for any excess shares issued under the 2005 Plan
and held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow.

13. EFFECTIVE DATE AND TERM OF 2005 PLAN

(a) The 2005 Plan shall become effective when adopted by the Board and approved
by the Corporation's shareholders. If such shareholder approval is not obtained
within twelve (12) months after the date of the Board's adoption of the 2005
Plan, then all options previously granted under the 2005 Plan shall terminate,
and no further options shall be granted. Subject to such limitation, the 2005
Plan Administrator may grant options under the 2005 Plan at any time after the
effective date and before the date fixed herein for termination of the 2005
Plan.

(b) The 2005 Plan shall terminate upon the EARLIER of (i) ten years after the
adoption of the 2005 Plan or (ii) the date on which all shares available for
issuance under the 2005 Plan have been issued or canceled pursuant to the
exercise or surrender of options granted under the 2005 Plan. If the date of
termination is determined under clause (i) above, then no options outstanding on
such date under the 2005 Plan shall be affected by the termination of the 2005



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Plan, and such securities shall thereafter continue to have force and effect in
accordance with the provisions of the stock option agreements evidencing such
Options.

14. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the issuance of shares of
Common Stock under the 2005 Plan shall be used for general corporate purposes.

15. WITHHOLDING

The Corporation's obligation to deliver shares upon the exercise or surrender of
any options granted under the 2005 Plan shall be subject to the satisfaction of
all applicable Federal, State and local income and employment tax withholding
requirements.

16. REGULATORY APPROVALS

The implementation of the 2005 Plan, the granting of any options under the 2005
Plan, and the issuance of Common Stock upon the exercise or surrender of the
option grants made hereunder shall be subject to the Corporation's procurement
of all approvals and permits required by regulatory authorities having
jurisdiction over the 2005 Plan, the options granted under it, and the Common
Stock issued pursuant to it.

                            Y-TEL INTERNATIONAL, INC.
                             2005 STOCK OPTION PLAN

                         NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the "Option") made to
purchase shares of Y-Tel International, Inc. (the "Company") common stock (the
"Common Stock"):

OPTIONEE:
          -------------------------------
GRANT DATE:
            -------------------------------
VESTING COMMENCEMENT DATE:
                           ---------------------
TYPE OF STOCK: Common Stock

OPTION PRICE: $         per share
               ---------
NUMBER OF OPTION SHARES:
                         --------------------------
EXPIRATION DATE:
                 ----------------------------
TYPE OF OPTION: Incentive / Non-Statutory

EXERCISE SCHEDULE:
                  ------------------------------





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Optionee understands and agrees that the Option is granted subject to and in
accordance with the express terms and conditions of the 2005 Y-Tel
International, Inc. Stock Option Plan (the "2005 Plan"). Optionee further agrees
to be bound by the terms and conditions of the Option as set forth in the Stock
Option Agreement attached hereto as Exhibit A.

Optionee understands that the terms and conditions applicable to any Option
Shares purchased thereunder are as set forth in the Stock Purchase Agreement
attached hereto as Exhibit B.

Optionee hereby acknowledges receipt of a copy of the 2005 Plan in the form
attached to this Notice of Grant.

NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the 2005 Plan
shall confer upon the Optionee any right to continue in the Service of the
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or the Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason whatsoever, with or without cause.

                            Y-TEL INTERNATIONAL, INC.

Date:
      -----------------------------
By:
    -------------------------------
its
    -------------------------------
OPTIONEE
         --------------------------
Date:
      -----------------------------
Address:
        ---------------------------























                                     - 12 -
<PAGE>
EXHIBIT A

                            Y-TEL INTERNATIONAL, INC.

                             STOCK OPTION AGREEMENT

                                   WITNESSETH:

                                    RECITALS

A. The Board has adopted the 2005 Stock Option Plan (the "2005 Plan") for the
purpose of attracting and retaining the services of selected key employees
(including officers and directors), non-employee members of the Board and
consultants and other independent contractors who contribute to the financial
success of the Corporation.

B. Optionee is an individual who is to render valuable services to the
Corporation, and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the 2005 Plan in connection with the Corporation's
grant of a stock option to Optionee.

C. Capitalized terms used in this Agreement shall, unless the context clearly
indicates otherwise, have the meaning assigned to such terms in Paragraph 20 of
this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth in
this Agreement, the Corporation hereby grants to Optionee, as of the Grant Date,
a stock option to purchase up to that number of Option Shares as is specified in
the Grant Notice. The Option Shares shall be purchasable from time to time
during the Option term at the Option Price per share specified in the Grant
Notice.

2. OPTION TERM. This Option shall expire at the close of business on the
Expiration Date specified in the Grant Notice, unless sooner terminated in
accordance with Paragraphs 5, 6, or 17 hereof; provided, in no event shall this
Option have a maximum term in excess of ten (10) years measured from the Grant
Date.

3. OPTION NONTRANSFERABLE; EXCEPTION. Unless otherwise specified in the
Agreement relating to an option, options granted hereunder may be transferable
(i) by will or the laws of descent and distribution, (ii) pursuant to
beneficiary designation procedures approved by the Company, (iii) pursuant to a
domestic relations order, (iv) to one or more family members of the optionee,
(v) to a trust or trusts for the exclusive benefit of the optionee and/or one or
more family members of the optionee, (vi) to a partnership in which the optionee
and/or one or more family members of the optionee are the only partners, (vii)
to a limited liability company in which the optionee and/or one or more family
members of the optionee are the only members, or (viii) to such other persons or
entities as may be specified in the agreement relating to an option or approved
in writing by the Committee prior to such transfer. Except to the extent
permitted by the preceding sentence, each option may be exercised during the
optionee's lifetime only by the optionee or the optionee's legal representative
or similar person. Except as permitted by the second preceding sentence, (i) no


                                     - 13 -
<PAGE>
option granted hereunder shall be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process and (ii)
upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any option granted hereunder, such option and all rights
thereunder shall immediately become null and void. Additional transferability
restrictions apply to Incentive Stock Options in accordance with Paragraph 18(a)
hereof.

4. DATES OF EXERCISE. This Option may not be exercised in whole or in part at
any time prior to the time the 2005 Plan is approved by the Corporation's
shareholders in accordance with Paragraph 17. Provided such shareholder approval
is obtained, this Option shall thereupon become exercisable for the Option
Shares in one or more installments as is specified in the Grant Notice. As the
Option becomes exercisable in one or more installments, the installments shall
accumulate and the Option shall remain exercisable for such installments until
the Expiration Date or the sooner termination of the Option term under Paragraph
5 or Paragraph 6 of this Agreement.


5. ACCELERATED TERMINATION OF OPTION TERM. The option term specified in
Paragraph 2 shall terminate (and this Option shall cease to be exercisable)
prior to the Expiration Date should any of the following provisions become
applicable:

(a) Except as otherwise provided in subparagraph (b) or (c) below, should
Optionee cease to remain in Service while this Option is outstanding, then the
period for exercising this Option shall be reduced to a three (3) month period
commencing with the date of such cessation of Service, but in no event shall
this Option be exercisable at any time after the Expiration Date. Upon the
expiration of such three (3) month period or (if earlier) upon the Expiration
Date, this Option shall terminate and cease to be outstanding.

(b) Should Optionee die while this Option is outstanding, then the personal
representative of the Optionee's estate or the person or persons to whom the
Option is transferred pursuant to the Optionee's will or in accordance with the
law of descent and distribution shall have the right to exercise this Option.
Such right shall lapse, and this Option shall cease to be exercisable, upon the
EARLIER of (i) the expiration of the twelve (12) month period measured from the
date of Optionee's death or (ii) the Expiration Date. Upon the expiration of
such twelve (12) month period or (if earlier) upon the Expiration Date, this
Option shall terminate and cease to be outstanding.

(c) Should Optionee become Permanently Disabled and cease by reason thereof to
remain in Service while this Option is outstanding, then the Optionee shall have
a period of twelve (12) months (commencing with the date of such cessation of
Service) during which to exercise this Option, but in no event
shall this Option be exercisable at any time after the Expiration Date. Upon the
expiration of such limited period of exercisability or (if earlier) upon the
Expiration Date, this Option shall terminate and cease to be outstanding.

(d) During the limited period of exercisability applicable under subparagraphs
(a), (b) or (c) above, this Option may be exercised for any or all of the Option
Shares in which the Optionee, at the time of cessation of Service, is vested in
accordance with the exercise/vesting provisions specified in the Grant Notice or
the special acceleration provisions of Paragraph 6 of this Agreement.

                                     - 14 -
<PAGE>
(e) Notwithstanding any provisions of this paragraph 5 or any other provision of
this Agreement or the 2005 Plan to the contrary, any options granted under the
2005 Plan shall terminate as of the date Optionee ceases to be in the Service of
the Corporation if Optionee was terminated for "cause" or could have been
terminated for "cause." If Optionee has an employment or consulting agreement
with the Corporation, the term "cause" shall have the meaning given that term in
the employment or consulting agreement. If Optionee does not have an employment
or consulting agreement with the Corporation, or if such employment or
consulting agreement does not define the term "cause," the term "cause" shall
mean: (1) misconduct or dishonesty that materially adversely affects the
Corporation, including without limitation (i) an act materially in conflict with
the financial interests of the Corporation, (ii) an act that could damage the
reputation or customer relations of the Corporation, (iii) an act that could
subject the Corporation to liability, (iv) an act constituting sexual harassment
or other violation of the civil rights of co-workers, (v) failure to obey any
lawful instruction of the Board or any officer of the Corporation and (vi)
failure to comply with, or perform any duty required under, the terms of any
confidentiality, inventions, or noncompetition agreement Optionee may have with
the Corporation, or (2) acts constituting the unauthorized disclosure of any
trade secrets or confidential information of the Corporation, unfair competition
with the corporation or the inducement of any customer of the Corporation to
breach any contract during the pendency of any investigation by the Board, or
its designee, and/or any negotiations by the Board, or its designee, and
Optionee, regarding any actual or alleged act or omission by Optionee of the
type described in this paragraph.

6. CORPORATE TRANSACTION.

(a) This Option shall terminate upon the consummation of any Corporate
Transaction, unless expressly assumed by the successor corporation or parent
thereof.

(b) In connection with any such Corporate Transaction, the 2005 Plan
Administrator may, at its sole discretion, (i) accelerate this Option so that
this Option shall, immediately prior to the specified effective date for such
Corporate Transaction, become fully exercisable with respect to all of the
Option Shares and may be exercised for all or any portion of such shares, (ii)
arrange for this Option either to be assumed by the successor corporation or
parent thereof or to be replaced with a comparable option to purchase shares of
the capital stock of the successor corporation or parent thereof, (iii) arrange
for this Option to be replaced by a comparable cash incentive program of the
successor corporation based on the option spread (the amount by which the Fair
Market Value of the shares of Common Stock at the time subject to the Option
exceeds the Option Price payable for such shares) or (iv) take none of the
actions described in clauses (i), (ii) or (iii) above and allow this Option to
terminate as provided in Paragraph 6(a) above. The determination of
comparability under clauses (ii) and (iii) above shall be made by the 2005 Plan
Administrator, and its determination shall be final and conclusive.

(c) The exercisability of this Option as an Incentive Stock Option under the
Federal tax laws (if designated as such in the Grant Notice) shall, in
connection with any such Corporate Transaction, be subject to the applicable
dollar limitation of Paragraph 18.




                                     - 15 -
<PAGE>
(d) This Agreement shall not in any way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise make changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

7. ADJUSTMENT IN OPTION SHARES

(a) In the event any change is made to the Corporation's outstanding Common
Stock by reason of any stock split, stock dividend, combination of shares,
exchange or conversion of shares, or other change affecting the outstanding
Common Stock as a class without receipt of consideration, then appropriate
adjustments shall be made to (i) the total number of Option Shares subject to
this Option and (ii) the Option Price payable per share in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.

(b) If this Option is to be assumed or is otherwise to remain outstanding after
the Corporate Transaction, then this Option shall be appropriately adjusted to
apply and pertain to the number and class of securities that would have been
issuable to the Optionee in the consummation of such Corporation Transaction had
the option been exercised immediately prior to such Corporate Transaction, and
appropriate adjustments shall also be made to the Option Price payable per
share, provided the aggregate Option Price payable hereunder shall remain the
same.

8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not have any of
the rights of a shareholder with respect to the Option Shares until such
individual shall have exercised the option and paid the Option Price.

9. MANNER OF EXERCISING OPTION.

(a) In order to exercise this Option with respect to all or any part of the
Option Shares for which this Option is at the time exercisable, Optionee (or in
the case of exercise after Optionee's death, the Optionee's executor,
administrator heir or legatee, as the case may be) or Transferee (in the case of
certain Incentive Options) must take the following actions:

(1) Execute and deliver to the Secretary of the Corporation the Purchase
Agreement.

(2) Pay the aggregate Option Price for the purchased shares either by full
payment in cash or check, or any other form approved by the 2005 Plan
Administrator at the time of exercise in accordance with the provisions of
Paragraph 14.

(3) Furnish to the Corporation appropriate documentation that the person or
persons exercising the Option (if other than Optionee) have the right to
exercise this Option.

(b) Should the Corporation's outstanding Common Stock be registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), at the time the Option is exercised, then the Option Price may also be
paid as follows:

(1) in shares of the Common Stock held by the Optionee for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or

                                     - 16 -
<PAGE>
(2) through a special sale and remittance procedure pursuant to which the
Optionee (i) is to provide irrevocable written instructions to a designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds, an amount sufficient to cover the
aggregate Option Price payable for the purchased shares plus all applicable
Federal and state income and employment taxes required to be withheld by the
Corporation by reason of such purchase and (ii) concurrently provides written
directives to the Corporation to deliver the certificates for the purchased
shares directly to such broker-dealer in order to effect the sale transaction.

(c) Except to the extent the special sale and remittance procedure is utilized
to exercise this Option, payment of the Option Price must accompany the delivery
of the Purchase Agreement. As soon after such payment is practical, the
Corporation shall mail or deliver to Optionee (or to the other person or persons
exercising this Option) a certificate or certificates representing the shares so
purchased and paid for, with the appropriate legend affixed thereto.

(d) In no event may this Option be exercised for any fractional shares.

10. COMPLIANCE WITH LAWS AND REGULATIONS.

(a) The exercise of this Option and the issuance of Option Shares upon such
exercise shall be subject to compliance by the Corporation and the Optionee with
all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Corporation's Common
Stock may be listed at the time of such exercise and issuance.

(b) In connection with the exercise of this Option, Optionee shall execute and
deliver to the Corporation such representations in writing as may be requested
by the Corporation in order for it to comply with the applicable requirements of
Federal and state securities laws.

11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3, 6 and 18(a) the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Corporation.

12. LIABILITY OF CORPORATION.

(a) If the Option Shares covered by this Agreement exceed, as of the Grant Date,
the number of shares of Common Stock that may be issued under the 2005 Plan
without shareholder approval, then this Option shall be void with respect to
such excess shares, unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under the 2005 Plan is
obtained in accordance with the applicable provisions of the 2005 Plan.

(b) The inability of the Corporation to obtain approval from any regulatory body
having authority the Corporation deems necessary to the lawful issuance and sale
of any Common Stock pursuant to this Option shall relieve the Corporation of any
liability with respect to the non-issuance of the Common Stock as to which such
approval shall not have been obtained. The Corporation, however, shall use its
best efforts to obtain all such approvals.




                                     - 17 -
<PAGE>
13. NOTICES. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the
Corporation in care of the Corporate Secretary at its principal corporate
offices. Any notices required to be given or delivered to the Optionee shall be
in writing and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. Mail,
postage prepaid and properly addressed to the party to be notified.

14. LOANS. The 2005 Plan Administrator may, in its absolute discretion and
without any obligation to do so, assist the Optionee in the exercise of this
Option by (i) authorizing the extension of a loan to the Optionee from the
Corporation or (ii) permitting the Optionee to pay the option price for the
purchased Common Stock in installments over a period of years. The terms of any
such loan or installment method of payment (including the interest rate, the
requirement for collateral and the terms of repayment) shall be established by
the 2005 Plan Administrator in its sole discretion.

15. CONSTRUCTION. This Agreement and the Option evidenced hereby are made and
granted pursuant to the 2005 Plan and are in all respects limited by and subject
to the express terms and provisions of the 2005 Plan. All decisions of the 2005
Plan Administrator with respect to any question or issue arising under the 2005
Plan or this Agreement shall be conclusive and binding on all persons having an
interest in this Option.

16. GOVERNING LAW. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

17. SHAREHOLDER APPROVAL. The grant of this Option is subject to approval of the
2005 Plan by the Corporation's shareholders within twelve (12) months after the
adoption of the 2005 Plan by the Board. NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, THIS OPTION MAY NOT BE EXERCISED IN WHOLE OR IN PART
UNTIL SUCH SHAREHOLDER APPROVAL IS OBTAINED. In the event that such shareholder
approval is not obtained, then this Option shall terminate in its entirety and
the Optionee shall have no further rights to acquire any Option Shares
hereunder.

18. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the event this
Option is designated an Incentive Stock Option in the Grant Notice, the
following terms and conditions shall also apply to the grant:

(a) An Incentive Option shall not be transferable otherwise than by will or the
laws of descent and distribution and may be exercisable during the Optionee's
lifetime only by such Optionee or the Optionee's legal representative or similar
person.

(b) This Option shall cease to qualify for favorable tax treatment as an
Incentive Stock Option under the Federal tax laws if (and to the extent) this
Option is exercised for one or more Option Shares: (i) more than three (3)
months after the date the Optionee ceases to be an Employee for any reason other
than death or Permanent Disability or (ii) more than one (1) year after the date
the Optionee ceases to be an Employee by reason of Permanent Disability.

(c) In the event this Option is designated as immediately exercisable in the
Grant Notice, then except in the event of a Corporate Transaction, this Option


                                     - 18 -
<PAGE>
shall not become exercisable in the calendar year in which granted if (and to
the extent) the aggregate Fair Market Value (determined at the Grant Date) of
the Common Stock for which this Option would otherwise first become exercisable
in such calendar year would, when added to the aggregate Fair Market Value
(determined as of the respective date or dates of grant) of the Common Stock for
which one or more other post-1986 Incentive Stock Options granted to the
Optionee prior to the Grant Date (whether under the 2005 Plan or any other
option 2005 Plan of the Corporation or any Parent or Subsidiary corporations)
first become exercisable during the same calendar year, exceed one hundred
thousand dollars ($100,000) in the aggregate. To the extent the exercisability
of this Option is deferred by reason of the foregoing limitation, the deferred
portion will first become exercisable in the first calendar year or years
thereafter in which the one hundred thousand dollar ($100,000) limitation of
this Paragraph 18(b) would not be contravened.

(d) In the event this Option is designated as an installment option in the Grant
Notice, no installment under this Option (whether annual or monthly) shall
qualify for favorable tax treatment as an Incentive Stock Option under the
Federal tax laws if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which such installment
first becomes exercisable hereunder will, when added to the aggregate Fair
Market Value (determined as of the respective date or dates of grant) of the
Common Stock for which this Option or one or more other post-1986 Incentive
Stock Options granted to the Optionee prior to the Grant Date (whether under the
2005 Plan or any other option 2005 Plan of the Corporation or any Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed one hundred thousand dollars ($100,000) in the aggregate.

(e) Should the exercisability of this Option be accelerated upon a Corporate
Transaction, then this Option shall qualify for favorable tax treatment as an
Incentive Stock Option under the Federal tax laws only to the extent the
aggregate Fair Market Value (determined at the Grant Date) of the Common Stock
for which this Option first becomes exercisable in the calendar year in which
the Corporate Transaction occurs does not, when added to the aggregate Fair
Market Value (determined as of the respective date or dates of grant) of the
Common Stock for which this Option or one or more other post-1986 Incentive
Stock Options granted to the Optionee prior to the Grant Date (whether under the
2005 Plan or any other option 2005 Plan of the Corporation or any Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed one hundred thousand (100,000) in the aggregate.

(f) To the extent this Option should fail to qualify as an Incentive Stock
Option under the Federal tax laws, the Optionee will recognize compensation
income in connection with the acquisition of one or more Option Shares
hereunder, and the Optionee must make appropriate arrangements for the
satisfaction of all Federal, state or local income tax withholding requirements
and Federal Social Security employee tax requirements applicable to such
compensation income.

19. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION. In the event
this Option is designated a non-statutory stock option in the Grant Notice,
Optionee hereby agrees to make appropriate arrangements with the Corporation for
the satisfaction of all Federal, state or local tax withholding requirements and
Federal Social Security employee tax requirements applicable to the exercise of
this Option.


                                     - 19 -
<PAGE>
20. DEFINITIONS. The following definitions shall apply to the respective
capitalized terms used herein:

(a) BOARD means the Board of Directors of Y-Tel International, Inc.

(b) CODE means the Internal Revenue Code of 1986, as amended.

(c) COMMON STOCK means the Common Stock of Y-Tel International, Inc.

(d) CORPORATION means Y-Tel International, Inc., a Delaware corporation, and any
of its successors.

(e) CORPORATE TRANSACTION means one or more of the following transactions:

(1) a merger or consolidation in which the Corporation is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state of the Corporation's incorporation;

(2) the sale, transfer, or other disposition of all or substantially all of the
assets of the Corporation; or

(3) any reverse merger in which the Corporation is the surviving entity but in
which fifty percent (50%) or more of the Corporation's outstanding voting stock
is transferred to holders different from those who held stock immediately prior
to such merger.

(f) EMPLOYEE means an individual who is in the employ of the Corporation or any
Parent or Subsidiary corporation. An Optionee shall be considered to be an
Employee for so long as such individual remains in the employ of the Corporation
or any Parent or Subsidiary corporation, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

(g) EXERCISE DATE shall be the date on which the executed Purchase Agreement for
one or more Option Shares is delivered to the Corporation in accordance with
Paragraph 9 of this Agreement.

(h) FAIR MARKET VALUE of a share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

(1) If the Common Stock is not at the time listed or admitted to trading on any
stock exchange but is traded in the over-the-counter market, the Fair Market
Value shall be the mean between the highest bid and the lowest asked prices (or
if such information is available, the closing selling price) per share of Common
Stock on the date in question in the over-the-counter market, as such prices are
reported by the National Association of Securities Dealers through its NASDAQ
National Market System or any successor system. If there are no reported bid and
asked prices (or closing selling price) for the Common Stock on the date in
question, then the mean between the highest bid and the lowest asked prices (or
closing selling price) on the last preceding date for which such quotations
exist shall be determinative of Fair Market Value.

(2) If the Common Stock is at the time listed or admitted to trading on any
stock exchange then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the stock exchange determined


                                     - 20 -
<PAGE>
by the 2005 Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Common Stock on such exchange on the
date in question, then the Fair Market Value shall be the closing selling price
on the exchange on the last preceding date for which such quotation exists.

(3) If the Common Stock is at the time neither listed nor admitted to trading on
any stock exchange nor traded in the over-the-counter market, or if the 2005
Plan Administrator otherwise determines that the valuation provisions of
subparagraphs (a) and (b) above will not result in a true and accurate valuation
of the Common Stock, then the Fair Market Value shall be determined by the 2005
Plan Administrator after taking into account such factors as the 2005 Plan
Administrator shall deem appropriate under the circumstances.

(i) GRANT DATE means the date specified in the Grant Notice as the date on which
the Option was granted to the Optionee under the 2005 Plan.

(j) INCENTIVE STOCK OPTION means an option intended to meet the statutory
requirements of Section 422 of the Code.

(k) NON-STATUTORY STOCK OPTION means an option not intended to meet the
statutory requirements prescribed under the Code for an Incentive Option.

(l) OPTION SHARES means the total number of shares of Common Stock indicated in
the Grant Notice as purchasable under this Option.

(m) OPTIONEE means the individual identified in the Grant Notice as the person
to whom this Option has been granted under the 2005 Plan.

(n) OPTION PRICE means the exercise price per share to be paid by the Optionee
for the exercise of this Option. The Option Price is indicated in the Grant
Notice.

(o) PARENT corporation means any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each such
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

(p) PERMANENTLY DISABLED or Permanent Disability means the inability of an
individual to engage in any substantial gainful activity by

reason of any medically-determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

(q) 2005 PLAN means the 2005 Y-Tel International, Inc. Stock Option Plan
attached to the Grant Notice.

(r) 2005 PLAN ADMINISTRATOR means either the Board or a committee of two or more
Board members, to the extent such committee may at the time be responsible for
plan administration.




                                     - 21 -
<PAGE>
(s) PURCHASE AGREEMENT means the stock purchase agreement, in substantially the
form of Exhibit B to the Grant Notice, which is to be executed in connection
with the exercise of this Option for one or more Option Shares.

(t) SERVICE means the performance of services for the Corporation or any Parent
or Subsidiary corporation by an individual in the capacity of an Employee, a
non-employee member of the board of directors or an independent consultant or
advisor. Accordingly, the Optionee shall be deemed to remain in Service for so
long as such individual renders services to the Corporation or any Parent or
Subsidiary corporation on a periodic basis in the capacity of an Employee, a
non-employee member of the board of directors or an independent consultant or
advisor.

(u) SUBSIDIARY corporation means each corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each such corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.






































                                     - 22 -
<PAGE>
EXHIBIT B
                            Y-TEL INTERNATIONAL, INC.

                            STOCK PURCHASE AGREEMENT

Agreement made as of this      day of                 , 20   , between Y-Tel
                         ------      -----------------    ---
International, Inc., a Delaware corporation (the "Corporation"), and
                         , the holder of a stock option ("Optionee") under the
-------------------------
2005 Y-Tel International, Inc. Stock Option Plan (the "2005 Plan").

All capitalized terms in this Agreement shall have the meaning assigned to them
in this Agreement or in the 2005 Plan, unless otherwise indicated.

A. EXERCISE OF OPTION

1. EXERCISE. Optionee hereby purchases shares of Common Stock (the "Purchased
Shares") pursuant to that certain option (the "Option") granted Optionee on
           , 20    (the "Grant Date") to purchase                shares of
-----------    ----                              ----------------
Common Stock under the 2005 Plan at the exercise price of $             per
                                                           -------------
share (the "Exercise Price").

2. PAYMENT. Concurrently with the delivery of this Agreement to the Corporate
Secretary, Optionee shall pay the Exercise Price for the Purchased Shares in
accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise.

B. SECURITIES LAW COMPLIANCE

1. EXEMPTION FROM REGISTRATION. The Purchased Shares have not been registered
under the 1933 Act and are accordingly being issued to Optionee in reliance upon
the exemption from such registration provided by Rule 701 of the SEC for stock
issuances under compensatory benefit plans such as the 2005 Plan. Optionee
hereby acknowledges receipt of a copy of the 2005 Plan attached to the Grant
Notice.

2. RESTRICTED SECURITIES.

Optionee hereby confirms that Optionee has been informed that the Purchased
Shares are restricted securities under the 1933 Act and may not be resold or
transferred unless the Purchased Shares are first registered under the Federal
securities laws or unless an exemption from such registration is available.
Accordingly, Optionee hereby acknowledges that Optionee is prepared to hold the
Purchased Shares for an indefinite period and that Optionee is aware that Rule
144 of the SEC issued under the 1933 Act is not presently available to exempt
the resale of the Purchased Shares from the registration requirements of the
1933 Act.

3. DISPOSITION OF SHARES. Optionee hereby agrees that Optionee shall make no
disposition of the Purchased Shares unless and until there is compliance with
all of the following requirements:


                                     - 23 -
<PAGE>
(a) Optionee shall have provided the Corporation with a written summary of the
terms and conditions of the proposed disposition.

(b) Optionee shall have complied with all requirements of this Agreement
applicable to the disposition of the Purchased Shares.

(c) Optionee shall have provided the Corporation with written assurances, in
form and substance satisfactory to the Corporation, that (i) the proposed
disposition does not require registration of the Purchased Shares under the 1933
Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.

(d) Optionee shall have provided the Corporation with written assurances, in
form and substance satisfactory to the Corporation that the proposed disposition
will not result in the contravention of any transfer restrictions applicable to
the Purchased Shares.

The Corporation shall not be required (i) to transfer on its books any Purchased
Shares which have been sold or transferred in violation of the provisions of
this Agreement or (ii) to treat as the owner of the Purchased Shares, or
otherwise to accord voting, dividend or liquidation rights to, any transferee to
whom the Purchased Shares have been transferred in contravention of this
Agreement.

4. RESTRICTIVE LEGENDS. In order to reflect the restrictions imposed by this
Agreement upon the disposition of the Purchased Shares, the stock certificates
for the Purchased Shares shall be endorsed with the following restrictive
legend:

"The shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares may not be sold or offered for sale in the
absence of (i) an effective registration statement for the shares under such
Act, or (ii) satisfactory assurances to the Corporation that registration under
such Act is not required with respect to such sale or offer."

C. MISCELLANEOUS PROVISIONS.

1. OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever additional
action and execute whatever additional documents the Corporation may deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the express provisions of this Agreement.

2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter hereof. This
Agreement is made pursuant to the provisions of the 2005 Plan and shall in all
respects be construed in conformity with the express terms and provisions of the
2005 Plan.

3. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without resort to that
State's conflict-of-laws rules. The parties hereto hereby irrevocably submit to
the jurisdiction of any state or federal court sitting in New York County, New



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<PAGE>
York, in any action or proceeding brought to enforce or otherwise arising out of
or relating to this Agreement, and hereby waive any objection to venue in any
such court and any claim that such forum is an inconvenient forum.

4. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.

5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the
benefit of, and be binding upon the Corporation and its successors and assignees
and Optionee and Optionee's legal representatives, heirs, legatees,
distributees, assignees, and transferees by operation of law, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms and conditions hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.

Y-TEL INTERNATIONAL, INC.:              OPTIONEE:


By:                                     Address:
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Title:
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