Exhibit 10.1




Exhibit
10.1










TELECOMM
SALES NETWORK, INC.










TELECOMM
SALES NETWORK, INC. 2004 EQUITY COMPENSATION PLAN




Effective
as of September 1, 2004














 























TELECOMM
SALES NETWORK, INC.

2004
EQUITY COMPENSATION PLAN

 

ARTICLE
I - GENERAL PROVISIONS

 




	
      1.1
	
      The
      Plan is designed, for the benefit of the Company, to attract and retain
      for the Company personnel of exceptional ability; to motivate such
      personnel through added incentives to make a maximum contribution to
      greater profitability; to develop and maintain a highly competent
      management team; and to be competitive with other companies with respect
      to equity compensation.








	
      1.2
	
      Awards
      under the Plan may be made to Participants in the form of (i) Incentive
      Stock Options, (ii) Nonqualified Stock Options; (iii) Restricted Stock,
      and/or (iv) Stock Awards.








	
      1.3
	
      The
      Plan shall be effective September 1, 2004 (the “Effective
      Date”).







ARTICLE
II - DEFINITIONS




Except
where the context otherwise indicates, the following definitions
apply:





	
      2.1
	
      “Act”
      means the Securities Exchange Act of 1934, as now in effect or as
      hereafter amended. All citations to sections of the Act or rules
      thereunder are to such sections or rules as they may from time to time be
      amended or renumbered.








	
      2.2
	
      “Agreement”
      means the written agreement evidencing each Award granted to a Participant
      under the Plan.








	
      2.3
	
      “Award”
      means an award granted to a Participant of a Stock Option or Restricted
      Stock or a Stock Award or any combination
thereof.








	
      2.4
	
      “Board”
      means the Board of Directors of the
Company.








	
      2.5
	
      “Code”
      means the Internal Revenue Code of 1986, as now in effect or as hereafter
      amended. All citations to sections of the Code are to such sections as
      they may from time to time be amended or
renumbered.








	
      2.6
	
      “Committee”
      means the committee consisting of two or more members of the Board as may
      be appointed by the Board to administer this Plan pursuant to Article III
      or for such limited purposes as may be provided by the Board. In the event
      the Board does not appoint such committee, all references to the
      “Committee” herein shall mean the Board.








	
      2.7
	
      “Company”
      means Telecomm Sales Network, Inc., a Delaware corporation, and its
      successors and assigns.








	
      2.8
	
      “Disability,”
      with respect to any Incentive Stock Option, means disability as determined
      under Code section 22(e)(3), and with respect to any other Award, means
      (i) with respect to a Participant who is eligible to participate in the
      Employer’s program of long-term disability insurance, if any, a condition
      with respect to which the Participant is entitled to commence benefits
      under such program of long-term disability insurance, or (ii) with respect
      to any Participant (including a Participant who is eligible to participate
      in the Employer’s program of long-term disability insurance, if any), a
      disability as determined under procedures established by the Committee or
      in any Award.

























 



	
      2.9
	
      “Eligible
      Participant”
      means an employee of the Employer (including an officer), as shall be
      determined by the Committee, as well as any other person or entity,
      including a non-employee member of the Board or a consultant who provides
      or has provided services to the Employer, subject to limitations as may be
      provided by the Code, the Act or the Committee, as shall be determined by
      the Committee.








	
      2.10
	
      “Employer”
      means the Company and its parent and subsidiary corporations (within the
      meaning of Code sections 424(e) and (f)) during any relevant period. With
      respect to all purposes of the Plan, including, but not limited to, the
      establishment, amendment, termination, operation and administration of the
      Plan, the Company shall be authorized to act on behalf of all other
      entities included within the definition of
“Employer.”








	
      2.11
	
      “Fair
      Market Value”
      means the value of a share of Stock, as determined in good faith by the
      Committee; provided, however, that








	 	
      (a)
	
      if
      the Stock is listed on a national securities exchange, Fair Market Value
      on a date shall be the closing sale price reported for the Stock on such
      exchange on such date if at least 100 shares of Stock were sold on such
      date or, if fewer than 100 shares of stock were sold on such date, then
      Fair Market Value on such date shall be the closing sale price reported
      for the Stock on such exchange on the last prior date on which at least
      100 shares were sold, all as reported in The
      Wall Street Journal or
      such other source as the Committee deems reliable;
and








	 	
      (b)
	
      if
      the Stock is not listed on a national securities exchange but is admitted
      to quotation on the National Association of Securities Dealers Automated
      Quotation System or other comparable quotation system, Fair Market Value
      on a date shall be the last sale price reported for the Stock on such
      system on such date if at least 100 shares of Stock were sold on such date
      or, if fewer than 100 shares of Stock were sold on such date, then Fair
      Market Value on such date shall be the average of the high bid and low
      asked prices reported for the Stock on such system on such date or, if no
      shares of Stock were sold on such date, then Fair Market Value on such
      date shall be the last sale price reported for the Stock on such system on
      the last date on which at least 100 shares of Stock were sold, all as
      reported in The
      Wall Street Journal or
      such other source as the Committee deems reliable;
and








	 	
      (c)
	
      If
      the Stock is not traded on a national securities exchange or reported by a
      national quotation system, if any broker-dealer makes a market for the
      Stock, then the Fair Market Value of the Stock on a date shall be the
      average of the highest and lowest quoted selling prices of the Stock in
      such market on such date if at least 100 shares of Stock were sold on such
      date or, if fewer than 100 shares of Stock were sold on such date, then
      Fair Market Value on such date shall be the average of the high bid and
      low asked prices for the Stock in such market on such date or, if no
      prices are quoted on such date, then Fair Market Value on such date shall
      be the average of the highest and lowest quoted selling prices of the
      Stock in such market on the last date on which at least 100 shares of
      Stock were sold.









2











 







	 	
      (d)
	
      if
      the Stock is not traded on any national securities exchange or reported on
      any national quotation system and if no broker-dealer makes a market in
      the Stock, then the Fair Market Value of the Stock shall be the value
      determined by the Committee using any reasonable means selected by the
      Committee.








	
      
	
      Further,
      in all cases, the Committee shall determine Fair Market Value in
      connection with an Incentive Stock Option in accordance with Code section
      422 and the rules and regulations
thereunder.








	
      2.12
	
      “Incentive
      Stock Option”
      means a Stock Option granted to an Eligible Participant under Article IV
      of the Plan.








	
      2.13
	
      “Nonqualified
      Stock Option”
      means a Stock Option granted to an Eligible Participant under Article V of
      the Plan.








	
      2.14
	
      “Option
      Grant Date”
      means, as to any Stock Option, the latest
of:








	
      
	
      (a)
	
      the
      date on which the Committee takes action to grant the Stock Option to the
      Participant;








	
      
	
      (b)
	
      the
      date the Participant receiving the Stock Option becomes an employee of the
      Employer, to the extent employment status is a condition of the grant or a
      requirement of the Code or the Act; or








	
      
	
      (c)
	
      such
      other date (later than the dates described in (a) and (b) above) as the
      Committee may designate.








	
      2.15
	
      “Participant”
      means an Eligible Participant to whom an Award has been granted and who
      has entered into an Agreement evidencing the
Award.








	
      2.16
	
      “Plan”
      means the Telecomm Sales Network, Inc. 2004 Equity Compensation Plan, as
      amended from time to time.








	
      2.17
	
      “Public
      Offering”
      means any underwritten public offering by the Company of its equity
      securities pursuant to an effective registration statement filed under the
      Securities Act of 1933, including the Company’s initial public
      offering.








	
      2.18
	
      “Restricted
      Stock”
      means an Award of Stock under Article VII of the Plan, which Stock is
      issued with such restriction(s) as the Committee, in its sole discretion,
      may impose, including without limitation, any restriction on the right to
      sell, transfer, pledge or assign such Stock, to vote such Stock, and/or to
      receive any cash dividends with respect to such Stock, which restrictions
      may lapse separately or in combination at such time or times, in
      installments or otherwise, as the Committee may deem
      appropriate.








	
      2.19
	
      “Restriction
      Period”
      means the period commencing on the date an Award of Restricted Stock is
      granted and ending on such date as the Committee shall
      determine.








	
      2.20
	
      “Retirement”
      means retirement from active employment with the Employer, as determined
      by the Committee.









3











 







	
      2.21
	
      “Stock”
      means shares of common stock of the Company as may be adjusted pursuant to
      the provisions of Section 3.10.








	
      2.22
	
      “Stock
      Award”
      means an Award of Stock granted as payment of compensation, as provided in
      Article VIII of the Plan.








	
      2.23
	
      “Stock
      Option”
      means an Incentive Stock Option granted under Article IV or a Nonqualified
      Stock Option granted under Article V herein. A Stock Option granted under
      the Plan shall be designated as either an Incentive Stock Option or a
      Nonqualified Stock Option and, in the absence of such designation, shall
      be treated as a Nonqualified Stock Option.








	
      2.24
	
      “Termination
      of Service”
      means, with respect to a Participant, the discontinuance of the
      Participant’s service relationship with the Employer, including but not
      limited to service as an employee of the Employer, as a non-employee
      member of the board of directors of any entity constituting the Employer,
      as an independent contractor performing services for the Employer, or as a
      consultant to the Employer. Except to the extent provided otherwise in an
      Agreement or determined otherwise by the Committee, a Termination
      of Service shall not be deemed to have occurred if the capacity in which
      the Participant provides service to the Employer changes (for example, a
      change from consultant status to employee status) or if the Participant
      transfers among the various entities constituting the Employer, so long as
      there is no interruption in the provision of service by the Participant to
      the Employer. The determination of whether a Participant has incurred a
      Termination of Service shall be made by the Committee in its discretion. A
      Participant shall not be deemed to have incurred a Termination of Service
      if the Participant is on military leave, sick leave, or other bona fide
      leave of absence approved by the Employer of 90 days or fewer (or any
      longer period during which the Participant is guaranteed reemployment by
      statute or contract.) In the event a Participant’s leave of absence
      exceeds this period, he will be deemed to have incurred a Termination of
      Service on the day following the expiration date of such period.
      Notwithstanding the foregoing, the determination of whether a Termination
      of Service has occurred with respect to an Incentive Stock Option shall be
      made consistent with Code section 422.







ARTICLE
III - ADMINISTRATION





	
      3.1
	
      This
      Plan shall be administered by the Committee. The Committee, in its
      discretion, may delegate to one or more of its members such of its powers
      as it deems appropriate. The Committee also may limit the power of any
      member to the extent necessary to comply with rule 16b-3 under the Act,
      Code section 162(m) or any other law or for any other purpose. The Board
      may appoint originally, and as vacancies occur, the members of the
      Committee who shall serve at the pleasure of the Board. The Board may
      serve as the Committee if by the terms of the Plan all Board members are
      otherwise eligible to serve on the Committee. To the extent that a
      Committee has not otherwise been appointed, references to the “Committee”
      herein shall mean the Board.








	
      3.2
	
      The
      Committee shall meet at such times and places as it determines. A majority
      of its members shall constitute a quorum, and the decision of a majority
      of those present at any meeting at which a quorum is present shall
      constitute the decision of the Committee. A memorandum signed by all of
      its members shall constitute the decision of the Committee without
      necessity, in such event, for holding an actual
meeting.













4







 







	
      3.3
	
      The
      Committee shall have the exclusive right to interpret, construe and
      administer the Plan, to select the persons who are eligible to receive an
      Award, and to act in all matters pertaining to the granting of an Award
      and the contents of the Agreement evidencing the Award, including without
      limitation, the determination of the number of Stock Options or shares of
      Stock subject to an Award and the form, terms, conditions and duration of
      each Award, and any amendment thereof consistent with the provisions of
      the Plan. All acts, determinations and decisions of the Committee made or
      taken pursuant to grants of authority under the Plan or with respect to
      any questions arising in connection with the administration and
      interpretation of the Plan, including the severability of any and all of
      the provisions thereof, shall be conclusive, final and binding upon all
      Participants, Eligible Participants and their estates and
      beneficiaries.








	
      3.4
	
      The
      Committee may adopt such rules, regulations and procedures of general
      application for the administration of this Plan, as it deems
      appropriate.








	
      3.5
	
      Subject
      to adjustment as provided in Section 3.10, the aggregate number of shares
      of Stock which are available for issuance pursuant to Awards granted under
      the Plan shall be one million three hundred thousand (1,300,000) shares.
      Such shares of Stock shall be made available from authorized and unissued
      shares of Stock. If, for any reason, any shares of Stock awarded or
      subject to purchase under the Plan are not delivered or purchased, or are
      reacquired by the Company, for reasons including, but not limited to, a
      forfeiture of Restricted Stock or termination, expiration or cancellation
      of a Stock Option, such shares of Stock shall not be charged against the
      aggregate number of shares of Stock available for issuance pursuant to
      Awards granted under the Plan and shall again be available for issuance
      pursuant to Awards granted under the Plan. If the exercise price and/or
      withholding obligation under a Stock Option is satisfied by tendering
      shares of Stock to the Company (either by actual delivery or attestation),
      only the number of shares of Stock issued net of the share of Stock so
      tendered shall be deemed delivered for purposes of determining the maximum
      number of shares of Stock available for issuance under the
      Plan.








	
      3.6
	
      Each
      Award granted under the Plan shall be evidenced by a written Agreement.
      Each Agreement shall be subject to and incorporate, by reference or
      otherwise, the applicable terms and conditions of the Plan, and any other
      terms and conditions, not inconsistent with the Plan, as may be imposed by
      the Committee.








	
      3.7
	
      The
      Company shall not be required to issue or deliver any certificates for
      shares of Stock prior to:








	
      
	
      (a)
	
      the
      listing of such shares on any stock exchange or national quotation system
      on which the Stock may then be listed; and








	
      
	
      (b)
	
      the
      completion of any registration or qualification of such shares of Stock
      under any federal or state law, or any ruling or regulation of any
      government body which the Company shall, in its discretion, determine to
      be necessary or advisable.








	
      3.8
	
      All
      certificates for shares of Stock delivered under the Plan shall also be
      subject to such stop-transfer orders and other restrictions as the
      Committee may deem advisable under the rules, regulations, and other
      requirements of the Securities and Exchange Commission, any stock exchange
      or national quotation system upon which the Stock is then listed and any
      applicable federal or state laws, and the Committee may cause a legend or
      legends to be placed on any such certificates to make appropriate
      reference to such restrictions. In making such determination, the
      Committee may rely upon an opinion of counsel for the
    Company.









5











 







	
      3.9
	
      Subject
      to the restrictions on Restricted Stock, as provided in Article VII of the
      Plan and in the Restricted Stock Agreement, each Participant who receives
      an Award of Restricted Stock shall have all of the rights of a shareholder
      with respect to such shares of Stock, including the right to vote the
      shares to the extent, if any, such shares possess voting rights and
      receive dividends and other distributions. Except as provided otherwise in
      the Plan or in an Agreement, no Participant awarded a Stock Option shall
      have any right as a shareholder with respect to any shares of Stock
      covered by his or her Stock Option prior to the date of issuance to him or
      her of a certificate or certificates for such shares of
    Stock.








	
      3.10
	
      If
      any reorganization, recapitalization, reclassification, stock split, stock
      dividend, or consolidation of shares of Stock, merger or consolidation or
      separation, including a spin-off, of the Company or sale or other
      disposition by the Company of all or a portion of its assets, any other
      change in the Company’s corporate structure, or any distribution to
      shareholders other than a cash dividend results in the outstanding shares
      of Stock, or any securities exchanged therefor or received in their place,
      being exchanged for a different number or class of shares of Stock or
      other securities of the Company, or for shares of Stock or other
      securities of any other corporation; or new, different or additional
      shares or other securities of the Company or of any other corporation
      being received by the holders of outstanding shares of Stock, then the
      Committee shall make equitable adjustments
in:








	
      
	
      (a)
	
      the
      limitation on the aggregate number of shares of Stock that may be awarded
      as set forth in Section 3.5 of the Plan;








	
      
	
      (b)
	
      the
      number of shares and class of Stock that may be subject to an Award, and
      which have not been issued or transferred under an outstanding
      Award;








	
      
	
      (c)
	
      the
      purchase price to be paid per share of Stock under outstanding Stock
      Options; and








	
      
	
      (d)
	
      the
      terms, conditions or restrictions of any Award and Agreement, including
      the price payable for the acquisition of Stock;









	
      
	
      provided,
      however, that all adjustments made as the result of the foregoing in
      respect of each Incentive Stock Option shall be made so that such Stock
      Option shall continue to be an incentive stock option within the meaning
      of Code section 422, unless the Committee takes affirmative action to
      treat such Stock Option instead as a Nonqualified Stock
      Option.








	
      3.11
	
      In
      addition to such other rights of indemnification as they may have as
      directors or as members of the Committee, the members of the Committee
      shall be indemnified by the Company against reasonable expenses, including
      attorney’s fees, actually and necessarily incurred in connection with the
      defense of any action, suit or proceeding, or in connection with any
      appeal therein, to which they or any of them may be a party by reason of
      any action taken or failure to act under or in connection with the Plan or
      any Award granted thereunder, and against all amounts paid by them in
      settlement thereof, provided such settlement is approved by independent
      legal counsel selected by the Company, or paid by them in satisfaction of
      a judgment or settlement in any such action, suit or proceeding, except as
      to matters as to which the Committee member has been negligent or engaged
      in misconduct in the performance of his duties; provided, that within 60
      days after institution of any such action, suit or proceeding, a Committee
      member shall in writing offer the Company the opportunity, at its own
      expense, to handle and defend the same.









6











 







	
      3.12
	
      The
      Committee may require each person purchasing shares of Stock pursuant to a
      Stock Option or other Award under the Plan to represent to and agree with
      the Company in writing that he is acquiring the shares of Stock without a
      view to distribution thereof and/or that he has met such other
      requirements as the Committee determines may be applicable to such
      purchase. The certificates for such shares of Stock may include any legend
      which the Committee deems appropriate to reflect any restrictions on
      transfer.








	
      3.13
	
      The
      Committee shall be authorized to make adjustments in performance based
      criteria or in the other terms and conditions of Awards in recognition of
      unusual or nonrecurring events affecting the Company or its financial
      statements or changes in applicable laws, regulations or accounting
      principles. The Committee may correct any defect, supply any omission or
      reconcile any inconsistency in the Plan or any Agreement in the manner and
      to the extent it shall deem desirable to carry it into effect. In the
      event the Company shall assume outstanding employee benefit awards or the
      right or obligation to make such awards in the future in connection with
      the acquisition of another corporation or business entity, the Committee
      may, in its discretion, make such adjustments in the terms of Awards under
      the Plan as it shall deem appropriate to assume the outstanding awards,
      rights and obligations.








	
      3.14
	
      All
      outstanding Awards to any Participant may be canceled
  if:








	 	
      (a)
	
      the
      Participant, without the consent of the Committee, while employed by the
      Employer or after termination of such employment, becomes associated with,
      employed by, renders services to, or owns any interest in, other than any
      insubstantial interest, as determined by the Committee, any business that
      is in competition with the Employer or with any business in which the
      Employer has a substantial interest or that has a substantial interest in
      the Employer, as determined by the Committee;
or








	 	
      (b)
	
      the
      Participant is terminated for cause as determined by the
      Committee.








	
      3.15
	
      In
      connection with any Public Offering, a Participant shall not sell, make
      any short sale of, loan, hypothecate, pledge, grant any option for the
      purchase of, or otherwise dispose or transfer for value or otherwise agree
      to engage in any of the foregoing transactions with respect to, any Stock
      acquired
      under the Plan without the prior written consent of the Company or its
      underwriters. Such restriction (the “Market Stand-Off”) shall be in effect
      for such period of time from and after the effective date of the final
      prospectus for the Public Offering as may be requested by the Company or
      such underwriters. In no event, however, shall such period exceed the
      period for which securities owned by the Chief Executive Officer of the
      Company are subject to the same restrictions. Any new, substituted or
      additional securities that are by reason of any recapitalization
      or
      reorganization distributed with respect to Stock acquired under the Plan
      shall be immediately subject to the Market Stand-Off, to the same extent
      the Stock acquired under the Plan is at such time covered by such
      provisions. In order to enforce the Market Stand-Off, the Company may
      impose stop-transfer restrictions with respect to the Stock acquired under
      the Plan until the end of the applicable stand-off
  period.









7
















 

ARTICLE
IV - INCENTIVE STOCK OPTIONS





	
      4.1
	
      Each
      provision of this Article IV and of each Incentive Stock Option granted
      under the Plan shall be construed in accordance with the provisions of
      Code section 422, and any provision hereof that cannot be so construed
      shall be disregarded.








	
      4.2
	
      All
      or any portion of the shares of stock authorized for issuance pursuant to
      Section 3.5 herein shall be available for issuance pursuant to Incentive
      Stock Options granted under the Plan.





	
      4.3
	
      Incentive
      Stock Options shall be granted only to Eligible Participants who are in
      the active employment of the Employer, each of whom may be granted one or
      more such Incentive Stock Options for a reason related to his employment
      at such time or times determined by the Committee following the Effective
      Date through the date which is ten (10) years following the Effective
      Date, subject to the following conditions:








	
      
	
      (a)
	
      The
      Incentive Stock Option exercise price per share of Stock shall be set in
      the corresponding Agreement, but shall not be less than 100% of the Fair
      Market Value of the Stock on the Option Grant Date. However, if the
      Eligible Participant owns more than 10% of the outstanding capital stock
      of the Company (as determined pursuant to Code sections 422(b)(6) and
      424(d)) on the Option Grant Date, the Incentive Stock Option price per
      share shall not be less than 110% of the Fair Market Value of the Stock on
      the Option Grant Date.








	
      
	
      (b)
	
      The
      Incentive Stock Option may be exercised in whole or in part within ten
      (10) years from the Option Grant Date (five (5) years if the Eligible
      Participant owns more than 10% of the outstanding capital stock of the
      Company (as determined pursuant to Code Sections 422(b)(6) and 424(d) on
      the Option Grant Date), or such shorter period as may be specified by the
      Committee in the Agreement.








	
      
	
      (c)
	
      The
      Committee may adopt any other terms and conditions which it determines
      should be imposed for the Incentive Stock Option to qualify under Code
      section 422, as well as any other terms and conditions not inconsistent
      with this Article IV as determined by the
Committee.








	
      4.4
	
      The
      Incentive Stock Option Agreement may include any other terms and
      conditions not inconsistent with this Article IV or in Article VI, as
      determined by the Committee.








	
      4.5
	
      To
      the extent the aggregate Fair Market Value, determined as of the Option
      Grant Date, of the shares of Stock with respect to which incentive stock
      options (determined without regard to this subsection) are first
      exercisable during any calendar year (under this Plan or any other plan of
      the Company and its parent and subsidiary corporations (within the meaning
      of Code sections 424(e) and (f)) by any Participant exceeds $100,000, such
      Incentive Stock Options granted under the Plan shall be treated as
      Nonqualified Stock Options granted under Article V to the extent of such
      excess.








	
      4.6
	
      Any
      Incentive Stock Option that fails to qualify as such under Code section
      422 shall be treated as a Nonqualified Stock
Option.









8
















 

ARTICLE
V - NONQUALIFIED STOCK OPTIONS





	
      5.1
	
      Nonqualified
      Stock Options may be granted to Eligible Participants to purchase shares
      of Stock at such time or times determined by the Committee, subject to the
      terms and conditions set forth in this Article
V.








	
      5.2
	
      The
      Nonqualified Stock Option exercise price per share of Stock shall be
      established in the Agreement and may be more than, equal to or less than
      100% of the Fair Market Value at the time of the grant, but may not be
      less than the par value of the Stock.








	
      5.3
	
      A
      Nonqualified Stock Option may be exercised in full or in part from time to
      time within such period as may be specified by the Committee in the
      corresponding Agreement; provided, that, in any event, the Nonqualified
      Stock Option shall lapse and cease to be exercisable upon a Termination of
      Service or within such period following a Termination of Service as shall
      have been specified in the Nonqualified Stock Option Agreement; provided,
      that such period following a Termination of Service shall in no event
      extend the original exercise period of the Nonqualified Stock
      Option.








	
      5.4
	
      The
      Nonqualified Stock Option Agreement may include any other terms and
      conditions not inconsistent with this Article V or in Article VI, as
      determined by the Committee.







ARTICLE
VI - INCIDENTS OF STOCK OPTIONS





	
      6.1
	
      Each
      Stock Option shall be granted subject to such terms and conditions, if
      any, not inconsistent with this Plan, as shall be determined by the
      Committee, including any provisions as to continued employment as
      consideration for the grant or exercise of such Stock Option and any
      provisions that may be advisable to comply with applicable laws,
      regulations or rulings of any governmental
authority.








	
      6.2
	
      Except
      as provided below, a Stock Option shall not be transferable by the
      Participant other than by will or by the laws of descent and distribution
      or, to the extent otherwise allowed by applicable law, pursuant to a
      qualified domestic relations order as defined by the Code or the Employee
      Retirement Income Security Act of 1974, as amended, or the rules
      thereunder, and shall be exercisable during the lifetime of the
      Participant only by him or in the event of his death or Disability, by his
      guardian or legal representative. However, a Nonqualified Stock Option may
      be transferred and exercised by the transferee to the extent permitted by
      the Committee and to the extent determined by the Committee to be
      consistent with securities and other applicable laws, rules and
      regulations and with Company policy.








	
      6.3
	
      Shares
      of Stock purchased upon exercise of a Stock Option shall be paid for at
      the time of exercise (or, in case of an exercise pursuant to a cashless
      exercise mechanism described below, as soon as practicable after such
      exercise) in cash or by
      tendering (either by actual delivery or by attestation) shares of Stock
      held by the Participant for the requisite period necessary to avoid a
      charge to the Company’s earnings for financial reporting purposes, as
      determined by the Committee in its discretion, and
      valued as of the exercise date or in any combination thereof in such
      amounts, at such times and upon such terms as shall be determined by the
      Committee, subject to limitations set forth in the corresponding Stock
      Option Agreement. The Committee may establish a cashless exercise
      mechanism by which a Participant may pay the exercise price under a Stock
      Option by irrevocably authorizing a third party to sell shares of Stock
      (or a sufficient portion of the shares) acquired upon exercise of the
      Stock Option and remit to the Company a sufficient portion of the sales
      proceeds to pay the entire exercise price and/or any tax withholding
      resulting from such exercise. Notwithstanding anything in the Plan or the
      applicable Agreement to the contrary, with respect to any Participant who
      is subject to the provisions of Section 16 of the Exchange Act, cashless
      exercises shall only be permitted to the extent that they may be made in
      compliance with Section 16 and Rule 16b-3
thereunder.









9

















	
      6.4
	
      If
      a Stock Option Agreement so provides, the Committee may require that all
      or part of the shares of Stock to be issued upon the exercise of a Stock
      Option shall take the form of Restricted Stock, which shall be valued on
      the date of exercise, as determined by the Committee, on the basis of Fair
      Market Value of such Restricted Stock determined without regard to the
      forfeiture restrictions involved.








	
      6.5
	
      No
      cash dividends shall be paid on shares of Stock subject to unexercised
      Stock Options. The Committee may provide, however, that a Participant to
      whom a Stock Option has been granted which is exercisable in whole or in
      part at a future time for shares of Stock shall be entitled to receive an
      amount per share equal in value to the cash dividends, if any, paid per
      share on issued and outstanding Stock, as of the dividend record dates
      occurring during the period between the date of the grant and the time
      each such share of Stock is delivered pursuant to exercise of such Stock
      Option. Such amounts (herein called “dividend equivalents”) may, in the
      discretion of the Committee, be:








	
      
	
      (a)
	
      paid
      in cash or Stock either from time to time prior to, or at the time of the
      delivery of, such Stock, or upon expiration of the Stock Option if it
      shall not have been fully exercised; or








	
      
	
      (b)
	
      converted
      into contingently credited shares of Stock, with respect to which dividend
      equivalents may accrue, in such manner, at such value, and deliverable at
      such time or times, as may be determined by the
  Committee.








	
      
	
      Such
      Stock, whether delivered or contingently credited, shall be charged
      against the limitations set forth in Plan Section
3.5.








	
      6.6
	
      The
      Committee, in its sole discretion, may authorize payment of interest
      equivalents on dividend equivalents which are payable in cash at a future
      time.








	
      6.7
	
      If
      a Participant is required to pay to the Employer an amount with respect to
      income and employment tax withholding obligations in connection with
      exercise of a Stock Option, and/or with respect to certain dispositions of
      Stock acquired upon the exercise of an Incentive Stock Option, the
      Committee, in its discretion and subject to such rules as it may adopt,
      may permit the Participant to satisfy the obligation, in whole or in part,
      by surrendering shares of Stock which the Participant already owns or by
      making an irrevocable election that, in lieu of the issuance of Stock, a
      portion of the total Fair Market Value of the shares of Stock subject to
      the Stock Option and/or with respect to certain dispositions of Stock
      acquired upon the exercise of an Incentive Stock Option, be surrendered
      for cash and that such cash payment be applied to the satisfaction of the
      withholding obligations. The amount to be withheld shall not exceed the
      statutory minimum federal and state income and employment tax liability
      arising from the Stock Option exercise
transaction.









10











 







	
      6.8
	
      The
      Committee may permit the voluntary surrender of all or a portion of any
      Stock Option granted under the Plan to be conditioned upon the granting to
      the Participant of a new Stock Option for the same or a different number
      of shares of Stock as the Stock Option surrendered, or may require such
      surrender as a condition precedent to a grant of a new Stock Option to
      such Participant. Subject to the provisions of the Plan, such new Stock
      Option shall be exercisable at such price, during such period and on such
      other terms and conditions as are specified by the Committee at the time
      the new Stock Option is granted. Upon surrender, the Stock Options
      surrendered shall be canceled and the shares of Stock previously subject
      to them shall be available for the grant of other Stock
      Options.








	
      6.9
	
      The
      Committee may provide in any Stock Option Agreement entered into pursuant
      to the Plan, or by separate agreement, that if a Participant makes payment
      upon the exercise of any Stock Option granted under this Plan in whole or
      in part through the surrender of shares of Stock, such Participant shall
      automatically receive a new Stock Option for the number of shares of Stock
      so surrendered by him at a price equal to the Fair Market Value of the
      shares of Stock at the time of surrender, exercisable on the same basis
      and having the same terms as the underlying Stock Option or on such other
      basis as the Committee shall determine and provide in the Stock Option
      Agreement.







ARTICLE
VII - RESTRICTED STOCK





	
      7.1
	
      Restricted
      Stock Awards may be made to Participants as incentives for the performance
      of future services that will contribute materially to the successful
      operation of the Employer. Awards of Restricted Stock may be made either
      alone or in addition to or in tandem with other Awards granted under the
      Plan.








	
      7.2
	
      With
      respect to Awards of Restricted Stock, the Committee
  shall:








	
      
	
      (a)
	
      determine
      the purchase price, if any, to be paid for such Restricted Stock, which
      may be more than, equal to or less than par value and may be zero, subject
      to such minimum consideration as may be required by applicable
      law;








	
      
	
      (b)
	
      determine
      the length of the Restriction Period;








	
      
	
      (c)
	
      determine
      any restrictions applicable to the Restricted Stock such as service or
      performance;








	
      
	
      (d)
	
      determine
      if the restrictions shall lapse as to all shares of Restricted Stock at
      the end of the Restriction Period or as to a portion of the shares of
      Restricted Stock in installments during the Restriction Period;
      and








	
      
	
      (e)
	
      determine
      if dividends and other distributions on the Restricted Stock are to be
      paid currently to the Participant or paid to the Company for the account
      of the Participant.








	
      7.3
	
      Awards
      of Restricted Stock must be accepted within a period of 60 days, or such
      other period as the Committee may specify, by executing a Restricted Stock
      Agreement and paying whatever price, if any, is required. The prospective
      recipient of a Restricted Stock Award shall not have any rights with
      respect to such Award, unless such recipient has executed a Restricted
      Stock Agreement, has delivered a fully executed copy thereof to the
      Committee, and has otherwise complied with the applicable terms and
      conditions of such Award.









11















 



	
      7.4
	
      Except
      when the Committee determines otherwise, or as otherwise provided in the
      Restricted Stock Agreement, if a Participant terminates employment with
      the Employer for any reason before the expiration of the Restriction
      Period, all shares of Restricted Stock still subject to restriction shall
      be forfeited by the Participant and shall be reacquired by the
      Company.








	
      7.5
	
      Except
      as otherwise provided in this Article VII, or as otherwise provided in the
      Restricted Stock Agreement, no shares of Restricted Stock received by a
      Participant shall be sold, exchanged, transferred, pledged, hypothecated
      or otherwise disposed of during the Restriction
Period.








	
      7.6
	
      To
      the extent not otherwise provided in a Restricted Stock Agreement, in
      cases of death, Disability or Retirement or in cases of special
      circumstances, the Committee may in its discretion elect to waive any or
      all remaining restrictions with respect to such Participant’s Restricted
      Stock.








	
      7.7
	
      In
      the event of hardship or other special circumstances of a Participant
      whose employment with the Employer is involuntarily terminated, the
      Committee may in its discretion elect to waive in whole or in part any or
      all remaining restrictions with respect to any or all of the Participant’s
      Restricted Stock, based on such factors and criteria as the Committee may
      deem appropriate.








	
      7.8
	
      Upon
      an Award of Restricted Stock to a Participant, one or more stock
      certificates representing the shares of Restricted Stock shall be
      registered in the Participant’s name. Such certificates may
      either:








	 	
      (a)
	
      be
      held in custody by the Company until the Restriction Period expires or
      until restrictions thereon otherwise lapse, and the Participant shall
      deliver to the Company one or more stock powers endorsed in blank relating
      to the Restricted Stock; and/or








	 	
      (b)
	
      be
      issued to the Participant and registered in the name of the Participant,
      and shall bear an appropriate restrictive legend and shall be subject to
      appropriate stop-transfer orders.








	
      7.9
	
      Except
      as provided in this Article VII or in the applicable Restricted Stock
      Agreement, a Participant receiving a Restricted Stock Award shall have,
      with respect to such Restricted Stock Award, all of the rights of a
      shareholder of the Company, including the right to vote the shares to the
      extent, if any, such shares possess voting rights and the right to receive
      any dividends; provided, however, the Committee may require that any
      dividends on such shares of Restricted Stock shall be automatically
      deferred and reinvested in additional Restricted Stock subject to the same
      restrictions as the underlying Award, or may require that dividends and
      other distributions on Restricted Stock shall be paid to the Company for
      the account of the Participant. The Committee shall determine whether
      interest shall be paid on such amounts, the rate of any such interest, and
      the other terms applicable to such amounts.








	
      7.10
	
      If
      and when the Restriction Period expires without a prior forfeiture of the
      Restricted Stock subject to such Restriction Period, unrestricted
      certificates for such shares shall be delivered to the Participant;
      provided, however, that the Committee may cause such legend or legends to
      be placed on any such certificates as it may deem advisable under the
      rules, regulations and other requirements of the Securities and Exchange
      Commission and any applicable federal or state
law.









12











 







	
      7.11
	
      In
      order to better ensure that Award payments actually reflect the
      performance of the Company and the service of the Participant, the
      Committee may provide, in its sole discretion, for a tandem
      performance-based or other Award designed to guarantee a minimum value,
      payable in cash or Stock to the recipient of a Restricted Stock Award,
      subject to such performance, future service, deferral and other terms and
      conditions as may be specified by the
Committee.







ARTICLE
VIII - STOCK AWARDS





	
      8.1
	
      A
      Stock Award shall be granted only in payment of compensation that has been
      earned or as compensation to be earned, including without limitation,
      compensation awarded concurrently with or prior to the grant of the Stock
      Award.








	
      8.2
	
      For
      the purposes of this Plan, in determining the value of a Stock Award, all
      shares of Stock subject to such Stock Award shall be valued at not less
      than 100% of the Fair Market Value of such shares of Stock on the date
      such Stock Award is granted, regardless of whether or when such shares of
      Stock are issued or transferred to the Participant and whether or not such
      shares of Stock are subject to restrictions which affect their
      value.








	
      8.3
	
      Shares
      of Stock subject to a Stock Award may be issued or transferred to the
      Participant at the time the Stock Award is granted, or at any time
      subsequent thereto, or in installments from time to time, as the Committee
      shall determine. If any such issuance or transfer shall not be made to the
      Participant at the time the Stock Award is granted, the Committee may
      provide for payment to such Participant, either in cash or shares of
      Stock, from time to time or at the time or times such shares of Stock
      shall be issued or transferred to such Participant, of amounts not
      exceeding the dividends which would have been payable to such Participant
      in respect of such shares of Stock, as adjusted under Section 3.10, if
      such shares of Stock had been issued or transferred to such Participant at
      the time such Stock Award was granted.








	
      8.4
	
      A
      Stock Award shall be subject to such terms and conditions, including
      without limitation, restrictions on the sale or other disposition of the
      Stock Award or of the shares of Stock issued or transferred pursuant to
      such Stock Award, as the Committee shall determine; provided, however,
      that upon the issuance or transfer of shares pursuant to a Stock Award,
      the Participant, with respect to such shares of Stock, shall be and become
      a shareholder of the Company fully entitled to receive dividends, to vote
      to the extent, if any, such shares possess voting rights and to exercise
      all other rights of a shareholder except to the extent otherwise provided
      in the Stock Award. Each Stock Award shall be evidenced by a written
      Agreement in such form as the Committee shall
determine.









13
















 

ARTICLE
IX - AMENDMENT AND TERMINATION





	
      9.1
	
      The
      Board, at any time and from time to time, may amend or terminate the Plan
      (including, but not limited, to amendments which the Board deems
      appropriate to enhance the Company’s ability to claim deductions related
      to Stock Option exercises or to comply with applicable financial reporting
      guidelines). To the extent required by Code section 422 and/or the rules
      of the exchange upon which the Stock is traded, no amendment, without
      approval by the Company’s shareholders,
shall:








	
      
	
      (a)
	
      alter
      the group of persons eligible to participate in the
  Plan;








	
      
	
      (b)
	
      except
      as provided in Plan Section 3.10, increase the maximum number of shares of
      Stock which are available for issuance pursuant to Awards granted under
      the Plan;








	
      
	
      (c)
	
      extend
      the period during which Incentive Stock Options may be granted beyond the
      date which is ten (10) years following the Effective Date;
  








	
      
	
      (d)
	
      limit
      or restrict the powers of the Committee with respect to the administration
      of this Plan;








	
      
	
      (e)
	
      change
      the definition of an Eligible Participant for the purpose of an Incentive
      Stock Option or increase the limit or the value of shares of Stock for
      which an Eligible Participant may be granted an Incentive Stock
      Option;








	
      
	
      (f)
	
      materially
      increase the benefits accruing to Participants under this Plan;
      or








	
      
	
      (g)
	
      change
      any of the provisions of this Article IX.








	
      9.2
	
      The
      Committee shall be entitled to create, amend or delete appendices to this
      Plan as specified herein.








	
      9.3
	
      No
      amendment to or discontinuance of this Plan or any provision thereof by
      the Board or the shareholders of the Company shall, without the written
      consent of the Participant, adversely affect, as shall be determined by
      the Committee, any Award previously granted to such Participant under this
      Plan; provided, however, the Committee retains the right and power to
      treat any outstanding Incentive Stock Option as a Nonqualified Stock
      Option as provided herein.








	
      9.4
	
      Notwithstanding
      anything herein to the contrary, if the right to receive or benefit from
      any Award, either alone or together with payments that a Participant has
      the right to receive from the Employer, would constitute a “parachute
      payment” under Code section 280G, all such payments may be reduced, in the
      discretion of the Committee, to the largest amount that will avoid an
      excise tax to the Participant under Code section
280G.







ARTICLE
X - MISCELLANEOUS PROVISIONS





	
      10.1
	
      Nothing
      in the Plan or any Award granted under the Plan shall confer upon any
      Participant any right to continue in the employ of the Employer, or to
      serve as a director or consultant thereof, or interfere in any way with
      the right of the Employer to terminate his or her employment or
      relationship at any time. Unless otherwise agreed to by the Board, no
      Award granted under the Plan shall be deemed salary or compensation for
      the purpose of computing benefits under any employee benefit plan or other
      arrangement of the Employer for the benefit of its employees unless the
      Employer shall determine otherwise. No Participant shall have any claim to
      an Award until it is actually granted under the Plan. To the extent that
      any person acquires a right to receive payments from the Company under the
      Plan, such right shall, except as otherwise provided by the Committee, be
      no greater than the right of an unsecured general creditor of the Company.
      All payments to be made under the Plan shall be paid from the general
      funds of the Company, and no special or separate fund shall be established
      and no segregation of assets shall be made to assure payment of such
      amounts, except as provided in Article VII with respect to Restricted
      Stock and except as otherwise provided by the
Committee.









14











 







	
      10.2
	
      The
      Committee or the Company may make such provisions and take such steps as
      it may deem necessary or appropriate for the withholding of any taxes
      which the Employer is required by any law or regulation of any
      governmental authority, whether federal, state or local, domestic or
      foreign, to withhold in connection with any Award or the exercise thereof,
      including, but not limited to, withholding the payment of all or any
      portion of such Award or another Award under this Plan until the
      Participant reimburses the Employer for the amount the Employer is
      required to withhold with respect to such taxes, or canceling any portion
      of such Award or another Award under this Plan in an amount sufficient to
      reimburse itself for the amount it is required to so withhold, or selling
      any property contingently credited by the Employer for the purpose of
      paying such Award or another Award under this Plan, in order to withhold
      or reimburse itself for the amount it is required to so withhold. The
      amount withheld shall not exceed the statutory minimum federal and state
      income and employment tax liability arising from the exercise
      transaction.








	
      10.3
	
      The
      Plan and the grant of Awards shall be subject to all applicable federal
      and state laws, rules, and regulations and to such approvals by any United
      States government or regulatory agency as may be
  required.








	
      10.4
	
      The
      terms of the Plan shall be binding upon the Employer, and its successors
      and assigns.








	
      10.5
	
      The
      Plan is intended to constitute an “unfunded”
      plan for incentive and deferred compensation. With respect to any payments
      not yet made to a Participant by the Company, nothing contained herein
      shall give any such Participant any rights that are greater than those of
      a general creditor of the Company. In its sole discretion, the Committee
      may authorize the creation of trusts or other arrangements to meet the
      obligations created under the Plan to deliver shares of Stock or payments
      in lieu of or with respect to Awards under the Plan; provided, however,
      that, unless the Committee otherwise determines with the consent of the
      affected Participant, the existence of such trusts or other arrangements
      is consistent with the “unfunded” status of the
Plan.








	
      10.6
	
      Each
      Participant being granted a Restricted Stock Award or exercising any other
      Award under the Plan agrees to give the Committee prompt written notice of
      any election made by such Participant under Code section 83(b), or any
      similar provision thereof.








	
      10.7
	
      If
      any provision of this Plan or an Agreement is or becomes or is deemed
      invalid, illegal or unenforceable in any jurisdiction, or would disqualify
      the Plan or any Agreement under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform
      to applicable laws or if it cannot be construed or deemed amended without,
      in the determination of the Committee, materially altering the intent of
      the Plan or the Agreement, it shall be stricken and the remainder of the
      Plan or the Agreement shall remain in full force and
    effect.









15











 







	
      10.8
	
      The
      Committee may incorporate additional or alternative provisions for this
      Plan with respect to residents of one or more individual states to the
      extent necessary or desirable under state securities laws. Such provisions
      shall be set out in one or more appendices hereto which may be amended or
      deleted by the Committee from time to time.








	
      10.9
	
      By
      accepting any Award, Participant
      agrees to execute and deliver such lock-up or other agreements restricting
      the ability of Participant to sell the Shares or other securities of the
      Company requested by the Company any underwriter, placement agent or
      investment banker in connection with any public or private offer or sale
      of securities by the Company. The Company may impose stock transfer
      restrictions to enforce this provision whether or not Participant signs
      such an agreement.








	
      10.10
	
      By
      accepting any Award, Participant
      hereby agrees to comply with any plan, policy or other document of the
      Company approved by the Board of Directors of the Company to ensure
      compliance with securities laws, rules and regulations both during the
      term of employment of Participant and for one (1) year thereafter. The
      Company may impose stop-transfer restrictions to enforce this
      provision.




 

IN
WITNESS WHEREOF, this document is executed effective as of the date specified
above.




 

 


	 	
      TELECOMM
      SALES NETWORK, INC

	 	 
	
      (CORPORATE
      SEAL)
	 
	 	
      By:           
      /s/ William
      Sarine                         
      

		
      William
      Sarine, President

	 	 
	
      ATTEST:
	 
	 	 
	
      /s/
      Tony
      Summerlin                           
      
	 
	Tony
      Summerlin, Secretary	 










16