Exhibit 10.2

                             STOCK OPTION AGREEMENT


     AGREEMENT, made as of June 13, 2003, by and between INTERCOM SYSTEMS, INC.,
a Delaware corporation (the "Company"), and Robert H. Donehew (the "Employee" or
"Holder").

     WHEREAS,  by written  consent dated June 13, 2003 (the "Grant  Date"),  the
Board of Directors of the Company  authorized the grant to Employee of an option
(the  "Option") to purchase an aggregate of 400,000 shares of the authorized but
unissued  common  stock of the Company,  $.0005 par value (the "Common  Stock"),
conditioned upon Employee's acceptance thereof upon the terms and conditions set
forth in this Agreement; and

     WHEREAS, Employee desires to acquire the Option on the terms and conditions
set forth in this Agreement;

     IT IS AGREED:

1.   Grant of Stock Option.  The Company  hereby  grants  Employee the Option to
     purchase all or any part of an aggregate of 400,000  shares of Common Stock
     (the "Option Shares") on the terms and conditions set forth herein.

2.   Non-Incentive  Stock Option.  The Option represented hereby is not intended
     to be an Option that qualifies as an "Incentive Stock Option" under Section
     422 of the Internal Revenue Code of 1986, as amended.

3.   Exercise  Price.  The exercise price of the Option shall be $.01 per share,
     subject to adjustment as hereinafter provided.

4.   Exercisability.  This Option  shall  become  exercisable  on June 13, 2003,
     subject to the terms and  conditions  of this  Agreement,  and shall remain
     exercisable  until the close of business  on June 12,  2008 (the  "Exercise
     Period").

5.   Termination  Due to Death.  Upon the death of the Employee,  the portion of
     the  Option,  if any,  that was  exercisable  as of the  date of death  may
     thereafter be exercised by the legal representative of the estate or by the
     legatee of the Employee under the will of the Employee, for a period of one
     year from the date of such death or until the  expiration  of the  Exercise
     Period,  whichever  period is shorter.  The portion of the Option,  if any,
     that  was  not  exercisable  as of the  date  of  death  shall  immediately
     terminate upon death.

6.   Withholding  Tax.  Not  later  than the date as of  which an  amount  first
     becomes  includible in the gross income of the Employee for Federal  income
     tax  purposes  with respect to the Option,  the  Employee  shall pay to the
     Company,  or make arrangements  satisfactory to the Committee regarding the
     payment of, any Federal,  state and local taxes of any kind required by law
     to be withheld or paid with respect to such amount.  The obligations of the
     Company  pursuant to this Agreement shall be conditional  upon such payment
     or  arrangements  with the  Company and the  Company  shall,  to the extent
     permitted by law,  have the right to deduct any such taxes from any payment
     of any kind otherwise due to the Employee from the Company.

7.   Adjustments.

     (a)  In the event of a stock split, stock dividend,  combination of shares,
          or any other  similar  change in the Common  Stock of the Company as a
          whole,  the Board of  Directors of the Company  shall make  equitable,
          proportionate  adjustments in the number and kind of shares covered by
          the Option and in the option price hereunder.

     (b)  In  the  event  of  any  reclassification  or  reorganization  of  the
          outstanding  shares of Common  Stock  other  than a change  covered by
          subsection (a) hereof or that solely affects the par value






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     of  such  shares  of  Common  Stock,  or in  the  case  of  any  merger  or
     consolidation of the Company with or into another corporation (other than a
     consolidation or merger in which the Company is the continuing  corporation
     and that does not result in any  reclassification  or reorganization of the
     outstanding  shares of  Common  Stock),  the  Holder  shall  have the right
     thereafter  (until the  expiration of the right of exercise of this Option)
     to  receive  upon  the  exercise  hereof  after  such  event,  for the same
     aggregate  Exercise  Price  payable  hereunder  immediately  prior  to such
     reclassification,  reorganization,  merger or consolidation, the amount and
     kind of  consideration  receivable  by a holder of the  number of shares of
     Common  Stock  of the  Company  obtainable  upon  exercise  of this  Option
     immediately  prior to such event.  The  provisions of this  subsection  (b)
     shall  similarly  apply to successive  reclassifications,  reorganizations,
     mergers or consolidations, sales or other transfers.

8.   Method of Exercise.

     8.1  Notice to the  Company.  The Option  shall be exercised in whole or in
          part by written notice in  substantially  the form attached  hereto as
          Exhibit A directed to the Company at its  principal  place of business
          accompanied  by full payment as  hereinafter  provided of the exercise
          price for the number of Option Shares specified in the notice.

     8.2  Delivery of Option Shares. The Company shall deliver a certificate for
          the Option Shares to the Employee as soon as practicable after payment
          therefor.

     8.3  Payment of Purchase Price.

          8.3.1Cash  Payment.  The  Employee  shall make cash  payments  by wire
               transfer, certified or bank check or personal check, in each case
               payable to the order of the  Company.  The  Company  shall not be
               required  to deliver  certificates  for Option  Shares  until the
               Company has confirmed the receipt of good and available  funds in
               payment of the purchase price thereof.

          8.3.2Cashless Payment. The Company, in its sole discretion,  may allow
               the Employee to use Common  Stock of the Company  owned by him or
               her to pay the purchase  price for the Option  Shares by delivery
               of stock  certificates  in negotiable  form that are effective to
               transfer good and valid title thereto to the Company, free of any
               liens or  encumbrances.  Shares  of  Common  Stock  used for this
               purpose shall be valued at the Fair Market Value of the Company's
               Common  Stock  on the  last  trading  day  preceding  the date of
               exercise.  "Fair Market Value",  unless otherwise required by any
               applicable  provision  of the Internal  Revenue Code of 1986,  as
               amended,   and  any   successor   thereto  and  the   regulations
               thereunder,  means, as of any given date: (i) if the Common Stock
               is  listed on a  national  securities  exchange  or quoted on the
               Nasdaq National Market or Nasdaq SmallCap  Market,  the last sale
               price of the Common Stock in the principal trading market for the
               Common Stock on such date, as reported by the exchange or Nasdaq,
               as the case may be;  (ii) if the Common  Stock is not listed on a
               national  securities  exchange  or quoted on the Nasdaq  National
               Market  or  Nasdaq  SmallCap   Market,   but  is  traded  in  the
               over-the-counter  market,  the  closing  bid price for the Common
               Stock on such date, as reported by the OTC Bulletin  Board or the
               National  Quotation Bureau,  Incorporated or similar publisher of
               such quotations; and (iii) if the fair market value of the Common
               Stock cannot be determined  pursuant to clause (i) or (ii) above,
               such price as the Board of  Directors  shall  determine,  in good
               faith.

          8.3.3Payment of Withholding  Tax. Any required  withholding tax may be
               paid in cash or with Common  Stock in  accordance  with  Sections
               8.3.1. and 8.3.2.

          8.3.4Exchange  Act  Compliance.  Notwithstanding  the  foregoing,  the
               Company  shall  have the right to reject  payment  in the form of
               Common Stock if in the opinion of counsel for the Company, (i) it
               could result in an event of  "recapture"  under  Section 16(b) of
               the Securities  Exchange Act of 1934;  (ii) such shares of Common
               Stock may not be sold or  transferred  to the  Company;  or (iii)
               such transfer could create legal difficulties for the Company.




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<PAGE>



9.   Nonassignability. The Option shall not be assignable or transferable except
     by will or by the laws of  descent  and  distribution  in the  event of the
     death of the Employee. No transfer of the Option by the Employee by will or
     by the laws of descent  and  distribution  shall be  effective  to bind the
     Company  unless the Company shall have been  furnished  with written notice
     thereof  and a copy of the will and such other  evidence as the Company may
     deem necessary to establish the validity of the transfer and the acceptance
     by the transferee or transferees of the terms and conditions of the Option.

10.  Company Representations.  The Company hereby represents and warrants to the
     Employee that:

     (i)  the  Company,   by  appropriate  and  all  required  action,  is  duly
          authorized  to enter into this  Agreement  and  consummate  all of the
          transactions contemplated hereunder; and

     (ii) the Option  Shares,  when issued and  delivered  by the Company to the
          Employee in accordance with the terms and conditions  hereof,  will be
          duly and validly issued and fully paid and non-assessable.

11.  Employee  Representations.  The Employee hereby  represents and warrants to
     the Company that:

     (i)  he or she is acquiring  the Option and shall acquire the Option Shares
          for  his  or  her  own  account  and  not  with  a  view  towards  the
          distribution thereof;

     (ii) he or she has received a copy of all reports and documents required to
          be filed by the Company with the  Securities  and Exchange  Commission
          pursuant to the Exchange Act within the last 24 months and all reports
          issued by the Company to its stockholders;

     (iii)he or she  understands  that he or she must bear the economic  risk of
          the  investment in the Option  Shares,  which cannot be sold by him or
          her unless they are  registered  under the Securities Act of 1933 (the
          "Securities  Act") or an exemption  therefrom is available  thereunder
          and that the Company is under no  obligation  to  register  the Option
          Shares for sale under the 1933 Act;

     (iv) in his or her position  with the  Company,  he or she has had both the
          opportunity to ask questions and receive answers from the officers and
          directors  of the  Company  and  all  persons  acting  on  its  behalf
          concerning the terms and conditions of the offer made hereunder and to
          obtain any additional  information to the extent the Company possesses
          or  may  possess   such  infor   mation  or  can  acquire  it  without
          unreasonable effort or expense necessary to verify the accuracy of the
          information obtained pursuant to clause (ii) above;

     (v)  he or she is aware that the Company shall place stop  transfer  orders
          with its transfer  agent  against the transfer of the Option Shares in
          the  absence  of  registration  under  the  1933  Act or an  exemption
          therefrom as provided herein; and

     (vi) The certificates evidencing the Option Shares shall bear the following
          legend:

     "The  shares  represented  by  this  certificate  have  been  acquired  for
     investment and have not been  registered  under the Securities Act of 1933.
     The  shares  may  not be  sold  or  transferred  in  the  absence  of  such
     registration or an exemption therefrom under said Act."



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12.  Restriction on Transfer of Option Shares.

     (a)  Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
          Employee hereby agrees that he or she shall not sell,  transfer by any
          means or otherwise dispose of the Option Shares acquired by him or her
          without  registration  under the Securities  Act, or in the event that
          they  are  not  so  registered,  unless  (i)  an  exemption  from  the
          Securities Act registration requirements is available thereunder,  and
          (ii) the  Employee  has  furnished  the  Company  with  notice of such
          proposed  transfer and the Company's legal counsel,  in its reasonable
          opinion, shall deem such proposed transfer to be so exempt.

     (b)  Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
          Employee hereby agrees that he or she shall not sell,  transfer by any
          means or otherwise dispose of the Option Shares acquired by him except
          in  accordance  with  the  Company's  policy,  if any,  regarding  the
          regarding the sale and  disposition  of securities  owned by employees
          and/or directors of the Company.

13.  Miscellaneous.

     13.1 Notices.  All notices,  requests,  deliveries,  payments,  demands and
          other  communications that are required or permitted to be given under
          this  Agreement  shall be in  writing  and shall be  either  delivered
          personally  or sent by  registered  or certified  mail,  or by private
          courier,  return receipt requested,  postage prepaid to the Company at
          its principal  executive office and to the Employee at his address set
          forth  below,  or to such  other  address as either  party  shall have
          specified  by notice in writing to the other.  Notice  shall be deemed
          duly given hereunder when delivered or mailed as provided herein.

     13.2 Stockholder Rights. The Employee shall not have any of the rights of a
          stockholder  with respect to the Option  Shares until such shares have
          been issued after the due exercise of the Option.

     13.3 Waiver. The waiver by any party hereto of a breach of any provision of
          this  Agreement  shall not operate or be  construed as a waiver of any
          other or subsequent breach.

     13.4 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
          between the parties with respect to the subject  matter  hereof.  This
          Agreement  may  not be  amended  except  by  writing  executed  by the
          Employee and the Company.

     13.5 Binding Effect; Successors.  This Agreement shall inure to the benefit
          of and be  binding  upon the  parties  hereto  and,  to the extent not
          prohibited  herein,  their respective heirs,  successors,  assigns and
          representatives.  Nothing in this Agreement,  expressed or implied, is
          intended to confer on any person other than the parties  hereto and as
          provided  above,  their  respective  heirs,  successors,  assigns  and
          representatives, any rights, remedies, obligations or liabilities.

     13.6 Governing  Law. This  Agreement  shall be governed by and construed in
          accordance  with the laws of the State of New York (without  regard to
          choice  of  law  provisions);  provided,  however,  that  all  matters
          relating  to or  involving  corporate  law  shall be  governed  by the
          Delaware General Corporation Law.

     13.7 Headings.  The headings  contained  herein are for the sole purpose of
          convenience  of reference and shall not in any way limit or affect the
          meaning or  interpretation  of any of the terms or  provisions of this
          Agreement.




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<PAGE>



     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.


INTERCOM SYSTEMS, INC.                      Address:   Intercom Systems, Inc.
                                                       111 Village Parkway
                                                       Building #2
                                                       Marietta, Georgia 30067

By: /s/ Robert H. Donehew
   ---------------------
   Name: Robert H. Donehew
   Title:


EMPLOYEE:                                    Address:   c/o Donehew Capital LLC
                                                        111 Village Parckway
                                                        Building #2
                                                        Marietta, Georgia 30067

/s/ Robert H. Donehew
------------------------------------
   Robert H. Donehew




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<PAGE>



                                                                       EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION


-----------------------
          DATE


Intercom Systems, Inc.
111 Village Parkway
Building #2
Marietta, Georgia 30067
Attention: Board of Directors

                   Re:      Purchase of Option Shares

Gentlemen:

     In  accordance  with my Stock  Option  Agreement  dated as of June 13, 2003
("Agreement") with Intercom Systems, Inc. (the "Company"),  I hereby irrevocably
elect to exercise  the right to purchase  _____ shares of the  Company's  common
stock,  par value $.0005 per share ("Common  Stock"),  which are being purchased
for investment and not for resale.

     As  payment  for my shares,  enclosed  is (check  and  complete  applicable
box[es]):

     |_|  a [personal check] [certified check] [bank check] payable to the order
          of the Company in the sum of $ ; --------------------

     |_|  confirmation of wire transfer in the amount of $_____________; and/or

     |_|  With the consent of the Company,  a certificate for ____ shares of the
          Company's  Common  Stock,  free and  clear of any  encumbrances,  duly
          endorsed,  having a Fair  Market  Value (as such term is defined in my
          Stock Option Agreement) of $_________.

     I hereby represent, warrant to, and agree with, the Company that:

     (i)  I am acquiring the Option Shares for my own account,  for  investment,
          and not with a view towards the distribution thereof;

     (ii) I have  received a copy of all  reports and  documents  required to be
          filed by the Company with the  Commission  pursuant to the  Securities
          Exchange Act of 1934 within the last 24 months and all reports  issued
          by the Company to its stockholders;

     (iii)I understand  that I must bear the economic risk of the  investment in
          the  Option  Shares,  which  cannot  be sold  by me  unless  they  are
          registered under the Securities Act of 1933 (the "Securities  Act") or
          an exemption therefrom is available thereunder and that the Company is
          under no  obligation  to register the Option Shares for sale under the
          Securities Act;

     (iv) I agree  that I will not  sell,  transfer  by any  means or  otherwise
          dispose  of  the  Option  Shares  acquired  by  me  hereby  except  in
          accordance  with  Company's  policy,  if any,  regarding  the sale and
          disposition of securities  owned by employees  and/or directors of the
          Company;

     (v)  in my position with the Company,  I have had both the  opportunity  to
          ask questions  and receive  answers from the officers and directors of
          the Company and all persons acting on its behalf concerning




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          the terms and conditions of the offer made hereunder and to obtain any
          additional  information  to the extent the  Company  possesses  or may
          possess such information or can acquire it without unreasonable effort
          or  expense  necessary  to  verify  the  accuracy  of the  information
          obtained pursuant to clause (ii) above;

     (vi) I am aware that the Company shall place stop transfer  orders with its
          transfer  agent  against  the  transfer  of the  Option  Shares in the
          absence  of  registration  under the  Securities  Act or an  exemption
          therefrom as provided herein; and

     (vii)the   certificates   evidencing  the  Option  Shares  shall  bear  the
          following legend:

          "The shares  represented  by this  certificate  have been acquired for
          investment  and have not been  registered  under the Securities Act of
          1933. The shares may not be sold or transferred in the absence of such
          registration or an exemption therefrom under said Act."

Kindly forward to me my certificate at your earliest convenience.

Very truly yours,


------------------------------              ------------------------------
(Signature)                                 (Address)


------------------------------              ------------------------------
(Print Name)                                (Social Security Number)



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