EXHIBIT 10.4

                                QUADRACOMM, INC.
                    2001 STOCK OPTION / PERFORMANCE STOCK PLAN

                        PERFORMANCE STOCK AWARD AGREEMENT


EMPLOYEE/OPTIONEE:                <<Name>>

NUMBER  OF  SHARES:               <<TotalShares>> Shares

DATE  OF  GRANT:                  <<Grant  Date>>

PERFORMANCE PERIOD (IF ANY):      A Period of __________ Days  from  the Date of
                                  Grant,  unless  sooner  terminated  by  reason
                                  of  death,  disability or other termination of
                                  status  as  a  Participant, as defined in this
                                  Agreement.

PERFORMANCE GOALS (IF ANY):       See  Exhibit  A.


          THIS AWARD AGREEMENT (the "AGREEMENT") is entered into effective as of
the  _______ day of __________, 2001 by and between QUADRACOMM, INC., a Colorado
corporation  (the  "COMPANY"),  and  the  individual  designated  above  (the
"PARTICIPANT").

                                    RECITALS
                                    --------

     A.     The  2001  Stock  Option  /  Performance Stock Plan (the "PLAN") was
adopted  by  the  Company  on  July  9,  2001;  and

     B.     The  Participant  performs  valuable  services  for  the  Company, a
Subsidiary  or  a  Parent;  and

     C.     As  of  the  date  hereof,  the  Board  of  Directors of the Company
establishes the terms, conditions, restrictions and limitations applicable to an
Award  and  as  provided  herein;

     NOW,  THEREFORE,  the  parties  agree  to  the terms and conditions herein,
including  the  recitals.

1.   GRANT  OF  AWARDS.
     -----------------

     1.1     Award.  The  grant  of  Performance  Shares  under  the  Plan  to a
             ------
Participant  by  the  Committee pursuant to such terms, conditions, restrictions
and  limitations, if any, as the Committee may establish by this Award Agreement
or  otherwise.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 1

<PAGE>
     1.2     Committee.  The  Board of Directors of the Company or the Committee
             ---------
appointed  by  the  Board  to  administer  the  Plan.

     1.3     Employee.  Any  person  employed  by  or  serving  as  an employee,
             --------
officer  or  director  of the Employer or any Subsidiary of the Employer that is
hereafter  organized  or  acquired  by  the  Employer.

     1.4     Consultant.  Any  natural person who provides bona fide services to
             ----------
the  Employer that are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Employer's  securities  (includes  "Advisors").

     1.5     Participant.  An  Employee  or  Consultant  of  the  Company or its
             -----------
subsidiaries  selected  by  the  Committee  to  participate  in  the  Plan.

     1.6     Performance  Goals.  The  performance  criterion  or  criteria
             ------------------
established  by  the  Committee  pursuant  to  the  Plan.

     1.7     Performance  Period.  That  period  established by the Committee at
             -------------------
the  time  Performance Shares are granted within which the Participant must meet
his  or  her  Performance  Goals.

     1.8     Performance Share.  Any grant pursuant to the Plan of a unit valued
             -----------------
by  reference  to a designated number of shares of common stock, which value may
be  paid  to the Participant by delivery or such property as the Committee shall
determine,  including  cash,  common  stock  or  any  combination  thereof.

     1.9     Construction.  This  Agreement shall be construed in accordance and
             ------------
consistent  with,  and subject to, the provisions of the Plan (the provisions of
which  are  incorporated herein by reference) and, except as otherwise expressly
set  forth  herein,  the capitalized terms used in this Agreement shall have the
same  definitions  as  set  forth  in  the  Plan.

     1.10     Condition.  The  Award  is  conditioned  on  the  Participant's
              ---------
execution  of  this  Agreement.  If  this  Agreement  is  not  executed  by  the
Participant  it  may  be  canceled  by  the  Board.

2.   PERFORMANCE  PERIOD.
     -------------------

     An  Award  of  Performance  Shares  is  granted  as of the first day of the
Performance  Period.  The  Performance  Period  shall  be  as  specified  above,
commencing  on  the  date  of  grant.  At the end of the Performance Period, the
Performance  Shares  are converted into common stock of the Company or cash or a
combination  of  the  two  as  specified  herein.  The Award may be forfeited or
terminated,  however,  as  provided  in  the Plan or in Section 1.7 or Section 5
hereof.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 2

<PAGE>
3.   PERFORMANCE  GOALS.
     ------------------

     Performance  Goals,  if  any, are established by the Committee on or before
the Date of Grant.  The Award shall vest with respect to the Performance Shares,
on  or  after  the  dates set forth above, subject to earlier termination of the
Award  as  provided  in  Section  1.7  and  Section  5  hereof  or  in the Plan.

4.   PERFORMANCE  SHARE  RIGHTS.
     --------------------------

     4.1     Participants  may be required or may elect to defer the issuance of
Performance  Shares  or  the settlement of Awards in cash as follows:  [disclose
any  deferrals  or  settlements]



     4.2     Awards  of  Performance  Shares  may  provide  the Participant with
dividends  or  dividend  equivalents  and  voting  rights  at the time of grant.

5.   TERMINATION  OF  EMPLOYMENT.
     ----------------------------

     5.1     Termination  of  Participant  Due  to  Death.  If the Participant's
             --------------------------------------------
employment  is  or  services  are terminated at any time due to the death of the
Participant,  the Award shall, on the date of termination, be paid in full, paid
on  an  as earned basis or terminated, as determined by the Committee.  If paid,
the  Award  shall  be  paid  to  the  Participant's estate, or to such person or
persons  who  have  acquired  the  right  to  receive the Award by bequest or by
inheritance  or  by  reason  of  the  death  of  the  Participant.

     5.2     Termination  of  Employment  Due  to  Disability.  If Participant's
             ------------------------------------------------
employment  is  or services are terminated by reason of a disability (within the
meaning  of  Section  22(e)(3)  of  the Code) and if the Participant had been in
Continuous  Status as an Employee or Consultant at all times between the date of
grant  of  the  Award  and  termination  of  his or her status as an Employee or
Consultant,  the  Award shall, on the date of termination, be paid in full, paid
on  as  earned  basis  or  terminated,  as  determined  by  the  Committee.

     5.3     Termination  of  Employment  for  Other  Reasons.  If Participant's
             ------------------------------------------------
status as an Employee or Consultant is terminated by the Participant at any time
after  the  grant  of an Award for any reason other than death or disability, as
provided  in  Sections  5.1  and 5.2, and not for "cause" as provided below, the
Award  shall  be  paid  in  full,  paid  on as earned basis or is terminated, as
determined  by the Committee, on the date of termination of Participant's status
as  an  Employee  or  Consultant.

If  Participant's  status  as  an  Employee  is  terminated  for  "cause"  (such
termination  being  referred to as a "Termination for Cause") at any time by the
Company after the grant of an Award by the Company, then the Award terminates on
the date of termination of Participant's status as an Employee.  For purposes of


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 3

<PAGE>
this  Section  5.3,  Termination  for  "cause"  shall  mean a termination due to
objective  evidence  of any of the following: (i) material dishonesty related to
employment;  (ii) fraud; (iii) commission of a felony or a crime involving moral
turpitude;  (iv) theft of Company property or intentional destruction of Company
property without good reason and causing significant damage; (v) physical attack
resulting  in  physical  injury  to  a fellow employee or other individual; (vi)
unsanctioned  intoxication  at work; (vii) use of unlawful drugs at work; (viii)
any  form  of  substance  abuse  (including  alcohol)  to  the  extent  that  it
significantly  impairs  the performance of duties; or (ix) gross insubordination
or  gross  dereliction  of  duty.

     5.4     Employment by Subsidiary.  For purposes of this Section and Section
             ------------------------
8, employment with the Company includes employment with any Parent or Subsidiary
of  the  Company  and  service  as  a  Director  of the Company or any Parent or
Subsidiary  shall  be  considered  employment  with  the  Company.  A  change of
employment  between  the  Company  and  any  Parent  or  Subsidiary  (or between
Subsidiaries  or  between  a  Subsidiary  and  a Parent) is not a termination of
employment  under  this  Agreement.

6.   TRANSFERABILITY.
     ---------------

     Awards  of Performance Shares shall not be transferable or assignable other
than: (i) by will or the laws of descent and distribution; (ii) by gift or other
transfer  of  an  Award  to  any  trust  or  estate  in which the original Award
recipient  or  such  recipient's  spouse  or  other  immediate  relative  has  a
substantial  beneficial  interest,  or  to a spouse or other immediate relative,
provided  that  any  such  transfer  is  permitted  subject to Rule 16b-3 issued
pursuant  to  the Securities Exchange Act of 1934, as amended, as in effect when
such transfer occurs and the Board does not rescind this provision prior to such
transfer;  or (iii) pursuant to a qualified domestic relations order (as defined
by the Code).  However, any Award so transferred shall continue to be subject to
all  the  terms  and  conditions  contained  in  the  Award  Agreement.

7.   RESTRICTIONS  ON  THE  AWARDS;  RESTRICTIONS  ON  THE  SHARES.
     -------------------------------------------------------------

     The Award may not be paid in common stock unless, in the opinion of counsel
for  the  Company,  the  issuance  and  sale  of the common stock is exempt from
registration  under  the  Securities  Act  of  1933,  as  amended,  or any other
applicable  federal  or  state securities law, rule or regulation, or the common
stock  has  been  duly  registered  under  such  laws.  The Company shall not be
required  to  register  the common stock issuable pursuant to an Award under any
such  laws.  Unless  the  common  stock has been registered under all applicable
laws,  the Participant shall represent, warrant and agree, as a condition to the
issuance  of  the  common  stock,  that the shares issued are being received for
investment  only  and  without a view to any sale or distribution of such shares
and  that  such  shares  shall  not  be transferred or disposed of in any manner
without  registration  under  such laws, unless it is the opinion of counsel for
the  Company  that  such  a  disposition  is exempt from such registration.  The
Participant  acknowledges  that,  if  required by law, an appropriate legend, in
such  form  as  the  Company  shall  determine,  giving  notice of the foregoing
restrictions  shall  appear  conspicuously  on  all  certificates evidencing the
shares  issued  in  exchange  for  Performance  Shares.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 4

<PAGE>
     The  Participant  also acknowledges and agrees that, in connection with any
public  offering  of  the  Company's  stock,  upon request of the Company or the
underwriters  managing  any  underwritten public offering of the Company's stock
and  making  such request with the approval of the Company's Board of Directors,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or  otherwise  dispose  of  any  of  his or her shares without the prior written
consent  of  the  Company  or  such  underwriters,  as the case may be, from the
effective  date  of  such  registration  for  so  long  as  the  Company  or the
underwriters  may  specify,  but  in  any  event  not  to  exceed  180  days.

8.   NO  RIGHT  TO  CONTINUED  STATUS  AS  AN  EMPLOYEE  OR  CONSULTANT.
     ------------------------------------------------------------------

     Nothing  in this Agreement or the Plan shall be interpreted or construed to
confer  upon  the Participant any right with respect to continuance of status as
an  Employee or Consultant by the Company or any Parent or Subsidiary, nor shall
this Agreement or the Plan interfere in any way with the right of the Company or
a  Parent or Subsidiary to terminate the Participant's employment or services at
any  time.

9.   ADJUSTMENTS  UPON  CERTAIN  EVENTS.
     ----------------------------------

     In  the  event  of  a  change in capitalization, such as a stock split, the
Committee  shall  make appropriate adjustments to the number and class of shares
or  other  stock or securities subject to the Award.  The Committee's adjustment
shall  be made in accordance with the provisions of Section 6(h) of the Plan and
shall  be  effective  and  final, binding and conclusive for all purposes of the
Plan  and  this  Agreement.

     Subject  to  Section  6(j)  of  the  Plan,  upon  a  merger, consolidation,
separation,  reorganization or other business combination involving the Company,
the Award shall be deemed earned.  All amounts deferred pursuant to the Plan and
any  accrued  interest  thereon shall be paid in cash within 10 days of the sale
transaction  before  the date of closing of any sale transaction or such earlier
date  as  the  Committee  may  fix.

10.  WITHHOLDINGS  OF  TAXES.
     -----------------------

     The Company shall have the right to deduct from any distribution of cash to
the Participant an amount equal to the federal, state and local income taxes and
other  amounts  as  may  be  required  by  law to be withheld (the "Withholdings
Taxes")  with  respect  to the Award.  If the Participant is entitled to receive
shares, the Participant shall pay the Withholdings Taxes (if any) to the Company
in  cash  prior  to  the  issuance  of  such  shares.  In  satisfaction  of  the
Withholdings  Taxes,  the  Participant  may  make  a  written election (the "Tax
Election"),  which  may  be  accepted  or  rejected  in  the  discretion  of the
Committee, to have withheld a portion of the shares issuable to him or her based
upon  the Award, having an aggregate Fair Market Value equal to the Withholdings
Taxes,  provided  that,  if  the  Participant  may be subject to liability under
Section  16(b)  of  the  Exchange  Act,  the  election  must  comply  with  the
requirements  applicable  to  share  transactions  by  such  Participants.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 5

<PAGE>
11.  MODIFICATION  OF  AGREEMENT.
     ---------------------------

     This  Agreement  may be modified, amended, suspended or terminated, and any
terms  or conditions may be waived, only by a written instrument executed by the
parties  hereto.

12.  SEVERABILITY.
     ------------

     Should  any  provision  of  this  Agreement be held by a court of competent
jurisdiction  to  be  unenforceable  or  invalid  for  any reason, the remaining
provisions  of  this  Agreement shall not be affected by such Holdings and shall
continue  in  full  force  in  accordance  with  their  terms.

13.  GOVERNING  LAW.
     --------------

     The  validity,  interpretation,  construction  and  performance  of  this
Agreement  shall be governed by the laws of the State of Colorado without giving
effect  to  the  conflicts  of  laws  principles  thereof.

14.  SUCCESSORS  IN  INTEREST.
     ------------------------

     This  Agreement  shall  be  binding  upon, and inure to the benefit of, the
Company  and  its successors and assigns, and upon any person acquiring, whether
by  merger,  consolidation,  reorganization,  purchase  of  stock  or assets, or
otherwise,  all or substantially all of the Company's assets and business.  This
Agreement  shall  inure  to  the  benefit  of  the Participant's heirs and legal
representatives.  All  obligations  imposed  upon the Participant and all rights
granted  to  the  Company  under  this  Agreement  shall  be  final, binding and
conclusive  upon  the  Participant's  heirs,  executors,  administrators  and
successors.

15.  RESOLUTION  OF  DISPUTES.
     ------------------------

     Any dispute or disagreement which may arise under, or as a result of, or in
any  way  relate  to,  the  interpretation,  construction or application of this
Agreement  shall  be  determined by the Board.  Any determination made hereunder
shall  be  final,  binding and conclusive on the Participant and the Company for
all  purposes.


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                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 6

<PAGE>
     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  date  first  above  written.

                              QUADRACOMM,  INC.

                              By:
                                    -------------------------------
                              Name:
                                    -------------------------------
                              Title:
                                    -------------------------------

     By  signing  below, Participant hereby accepts the Award subject to all its
terms  and  provisions and agrees to be bound by the terms and provisions of the
Plan.  Participant  hereby agrees to accept as binding, conclusive and final all
decisions  or  interpretations  of the Board of Directors of the Company, and of
the  Committee  responsible  for  administration of the Plan, upon any questions
arising  under  the  Plan.  Participant  authorizes  the Company to withhold, in
accordance with applicable law, from any compensation payable to him or her, any
taxes  required to be withheld by federal, state or local law as a result of the
grant,  existence  or  issuance  of  the Award or subsequent sale of the shares.

                              PARTICIPANT

                              Signature:
                                        ----------------------------
                              Name:     <<Name>>

                              [EXHIBIT FOLLOWS]



                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                                 Award Agreement
                                     Page 7

<PAGE>
                                    EXHIBIT A
                                    ---------

                                 PERFRMANCE GOALS
                                 ----------------




                                    EXHIBIT A

<PAGE>