STOCK PLEDGE AGREEMENT



      STOCK  PLEDGE  AGREEMENT  ("Agreement") entered into as of the 5th day of
March 2006 by and among John Fife  (the  "Secured  Party"),  and  those persons
identified on the signature page hereof (each a "Pledgors").

                                   RECITALS

      A.    Pledgors have agreed to pledge certain shares as security  for: (i)
the  performance  by  Valcom,  Inc.  A Delaware corporation  of its obligations
under its Series 2006 Note in an aggregate  face  amount  of Two Hundred Twenty
Five  Thousand  and 00/100 Dollars ($225,000.00) payable to the  Secured  Party
(the "Note")and (ii)  the  performance  by Pledgor of its Guaranty delivered to
Secured  Party of even date herewith.   Capitalized  terms  in  this  Agreement
which are  not identified herein will have the meanings given such terms in the
Note.

      B.    The  Secured  Party  is willing to accept the Note from the Company
only upon receiving Pledgors' Guaranty  and   pledge  of  certain  stock as set
forth in this Agreement.

      NOW,  THEREFORE,  in  consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of  which  are  hereby  acknowledged,  the  parties
hereto hereby agree as follows:


      1.    Grant  of Security Interest.  Pledgors hereby pledge to the Secured
Party as collateral  and  security  for  the Secured Obligations (as defined in
paragraph 2) the securities initially set  forth  on the attached Schedule 1 of
this  Agreement, (the "Pledged Shares"). If on any monthly  anniversary  during
the term  of  the  Note,  the  market  value of the Collateral then held by the
escrow agent, does not equal or exceeed  300%  of  the  principal amount of the
Note  then within 5 days of such date, the Pledgor shall  deliver  to  be  held
under   the  terms  of  this  Agreement  a  certificate  or  certificates   for
additional  shares   and  necessary stock powers equal to not less than 300% of
the principal amount of  the  Note.   The  Pledgor  shall  deliver  same  and a
statement setting forth the necessary amount of Collateral  not later than  the
first  business  day following each such monthly anniversary. Failure to timely
deliver the statement  or  the  required Shares within 5 Trading Days shall (i)
be deemed an Event of Default under  the Note and (ii) entitle Secured Party to
liquidated damages of $250.00 per Trading  Day   up  to  a  maximum  amount  of
$7,500.   Unless  otherwise  set  forth  on  Schedule 1 of this Agreement, each
Pledgor is the beneficial and record owner of  the  Pledged  Shares  set  forth
opposite  such  Pledgor's name on such Schedule.  Such Pledged Shares, together
with any additions,  replacements, accessions substitutes therefor, or proceeds
thereof, are hereinafter  referred  to collectively as the "Collateral." Market
Value means the average closing bid price  for  the  ten  trading days prior to
the date on which the Collateral is valued for purposes of this Section 1.

      2.    Secured Obligations.  During the term hereof,  the Collateral shall
secure the following:

      a. The  performance  by  the Company of its obligations,  covenants,  and
      agreements under the Note.

      b.  The performance by the  Pledgor   of  its obligations, covenants, and
      agreements under the Guaranty.

The obligations, covenants and agreements described  in  clause (a)and (b)  are
the "Secured Obligations."

      3.    Perfection  of  Security  Interests.  (a)  Upon execution  of  this
Agreement  by  each Pledgor, such Pledgor  shall  deliver  the  Pledge  Shares,
together with Stock Powers (with Medallion Guarantees annexed).

            (b)   The  Company  and each Pledgor will, at its expense, cause to
be searched the public records with respect to the Collateral and will execute,
deliver, file and record (in such  manner  and  form  as each Secured Party may
require), or permit each Secured Party to file and record,  as  its attorney in
fact, any financing statements, any carbon, photographic or other  reproduction
of  a  financing  statement or this Agreement (which shall be sufficient  as  a
financing statement  hereunder),  any  specific assignments or other paper that
may be reasonably necessary or desirable,  or  that  such  Secured   Party  may
request,  in  order  to  create,  preserve,  perfect  or  validate any Security
Interest  or  to enable such Secured Party to exercise and enforce  its  rights
hereunder with  respect  to any of the Collateral.  The Company and each of the
Pledgors hereby appoints each  Secured Party as the Company's or such Pledgor's
attorney-in-fact  to execute in  the  name  and  behalf  of the Company or such
Pledgor,  as  the  case  may be, such additional financing statements  as  such
Secured Party may request.

      4.    Assignment.  In  connection  with  the  transfer  of  the  Note  in
accordance  with  their terms, a Secured Party may assign or transfer the whole
or any part of its  security  interest  granted  hereunder, and may transfer as
collateral security the whole or any part of Secured  Party's security interest
in the Collateral.  Any transferee of the Collateral shall  be  vested with all
of  the  rights  and  powers  of  Secured Party hereunder with respect  to  the
Collateral.

      5.    Pledgors'  Warranty.   (A)  Title.   Each  Pledgor  represents  and
warrants hereby to the Secured Party  as  follows  with  respect to the Pledged
Shares set forth opposite such Pledgors name on Schedule 2 to this Agreement:

            (i)  that the Collateral is free and clear of any  encumbrances  of
every nature whatsoever,  and  such  Pledgor  is  the sole owner of the Pledged
Shares;

            (ii)  Such  Pledgor  further  agree not to  grant  or  create,  any
security interest, claim, lien, pledge or other  encumbrance  with  respect  to
such  Collateral  or  attempt  to  sell,  transfer  or otherwise dispose of the
Collateral,  until  the  Secured Obligations have been paid  in  full  or  this
Agreement terminates; and

            (iii) this  Agreement   constitutes  a  legal,  valid  and  binding
obligation of such Pledgor enforceable  in accordance with its terms (except as
the enforcement thereof may be limited by  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization, moratorium, and similar laws, now or hereafter  in
effect),

            B.    Other:(i) Pledgor has made necessary inquiries of the Company
and believes that  the  Company fully intends to fulfill and has the capability
of fulfilling the Secured  Obligations  to  be  performed  by  the  Company  in
accordance with the terms of the Notes.

            (ii)  The  Pledgors  are  not (and neither of them is ) acting, and
have not (and neither of them has) agreed  to  act,  in  any  plan  to  sell or
dispose  of  any  Shares  in  a  manner intended to circumvent the registration
requirements of the Securities Act of 1933, as amended, or any applicable state
law.

            (iii) Pledgor has been  advised  by  counsel  of  the elements of a
                  bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the
                  Securities  Act of 1933, as amended, including  the  relevant
                  SEC interpretations  and  affirm the pledge of shares by each
                  of the undersigned pursuant  to  this  Pledge  Agreement will
                  constitute a bona-fide pledge of such shares for  purposes of
                  such Rule.
            (iv)  Pledgor  has  owned  the  Shares since prior to May 5,  2005.
                  Pledgor  is  an  Affiliate  of  the  Company  as  defined  in
                  Regulation D under the Securities Act of 1933.

      6.    Collection of Dividends and Interest.   During  the  term  of  this
Agreement and so long as Pledgors are not in default under the Notes,  Pledgors
are  authorized to collect all dividends, distributions, interest payments, and
other amounts that may be, or may become, due on any of the Collateral.

      7.    Voting  Rights.   During  the term of this Agreement and until such
time as this Agreement has terminated or Secured Party has exercised its rights
under  this Agreement to foreclose its security  interest  in  the  Collateral,
Pledgors  shall  have  the right to exercise any voting rights evidenced by, or
relating to, the Collateral.

      8.    Warrants and  Options.   In the event that, during the term of this
Agreement, subscription, spin-off, warrants,  dividends, or any other rights or
option  shall  be  issued in connection with  the  Collateral,  such  warrants,
dividends, rights and  options  shall be immediately delivered to Secured Party
to be held under the terms hereof in the same manner as the Collateral.

      9.    Preservation of the Value  of  the  Collateral.  Pledgors shall pay
all  taxes, charges, and assessments against the Collateral  and  do  all  acts
necessary to preserve and maintain the value thereof.

      10.   Secured Party as Pledgor's Attorney-in-Fact.

      (a)   Pledgor  hereby  irrevocably  appoints  Secured  Party as Pledgor's
attorney-in-fact, with full authority in the place and stead of  Pledgor and in
the name of Pledgor, Secured Party or otherwise, from time to time  at  Secured
Party's  discretion,  to  take  any  action  and to execute any instrument that
Secured  Party may reasonably deem necessary or  advisable  to  accomplish  the
purposes of  this  Agreement, including: (i) upon the occurrence and during the
continuance of an Event  of  Default,  to  receive,  indorse,  and  collect all
instruments made payable to Pledgor representing any dividend, interest payment
or other distribution in respect of the Collateral or any part thereof  to  the
extent  permitted  hereunder  and  to  give  full discharge for the same and to
execute  and  file  governmental notifications and  reporting  forms;  (ii)  to
arrange for the transfer  of  the Collateral on the books of any of the Company
or any other Person to the name  of  Secured  Party  or  to the name of Secured
Party's nominee.

      (b)   In  addition  to  the  designation  of Secured Party  as  Pledgor's
attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints Secured
Party as Pledgor's agent and attorney-in-fact to  make, execute and deliver any
and  all  documents  and  writings which may be necessary  or  appropriate  for
approval of, or be required  by,  any regulatory authority located in any city,
county,  state  or country where Pledgor  or  any  of  the  Company  engage  in
business, in order  to  transfer  or  to  more  effectively transfer any of the
Pledged Interests or otherwise enforce Secured Party's rights hereunder.

      11.   Remedies upon Default.

      Upon the occurrence and during the continuance  of  an  Event  of Default
under the Note and/or the Guaranty "Event of Default"):

      (a)   Secured  Party  may  exercise  in  respect  of  the  Collateral, in
addition  to  other  rights  and  remedies  provided  for  herein  or otherwise
available  to  it,  all  the  rights and remedies of a secured party on default
under the Code (irrespective of  whether the Code applies to the affected items
of Collateral), and Secured Party  may also without notice (except as specified
below) sell the Collateral or any part  thereof  in  one  or more parcels in an
open  market  public sale. To the maximum extent permitted by  applicable  law,
Secured Party may  be the purchaser of any or all of the Collateral at any such
sale and shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase  price for all or any portion of the Collateral sold at
any  such public sale, to use  and  apply  all  or  any  part  of  the  Secured
Obligations  as  a  credit  on  account of the purchase price of any Collateral
payable at such sale. Each purchaser  at  any such sale shall hold the property
sold  absolutely free from any claim or right  on  the  part  of  Pledgor,  and
Pledgor  hereby  waives  (to  the  extent  permitted  by  law)  all  rights  of
redemption, stay, or appraisal that it now has or may at any time in the future
have  under  any  rule  of  law  or  statute now existing or hereafter enacted.
Pledgor agrees that, to the extent notice  of sale shall be required by law, at
least ten (10) calendar days notice to Pledgor  of  the  time  and place of any
public  sale  or  the  time  after  which  a  private sale is to be made  shall
constitute reasonable notification. Secured Party  shall  not  be  obligated to
make  any  sale  of Collateral regardless of notice of sale having been  given.
Secured Party may  adjourn  any  public  or  private  sale  from tme to time by
announcement at the time and place fixed therefor, and such sale  may,  without
further notice, be made at the time and place to which it was so adjourned.  To
the  maximum  extent permitted by law, Pledgor hereby waives any claims against
Secured Party arising  because  the price at which any Collateral may have been
sold at such a private sale was less  than  the  price  that  might  have  been
obtained  at  a  public  sale,  even  if  Secured Party accepts the first offer
received and does not offer such Collateral to more than one offeree.

      (b)   Pledgor hereby agrees that any  sale  or  other  disposition of the
Collateral  conducted  in  conformity with reasonable commercial  practices  of
banks, insurance companies,  or  other  financial  institutions in the city and
state where Secured Party is located in disposing of  property  similar  to the
Collateral shall be deemed to be commercially reasonable.

      (c)   Pledgor  hereby acknowledges that the sale by Secured Party of  any
Collateral pursuant to  the  terms hereof in compliance with the Securities Act
of  1933 as now in effect or as  hereafter  amended,  or  any  similar  statute
hereafter  adopted  with  similar  purpose or effect (the "Securities Act"), as
well  as applicable "Blue Sky" or other  state  securities  laws,  may  require
strict  limitations  as  to the manner in which Secured Party or any subsequent
transferee of the Collateral  may  dispose  thereof.  Pledgor  acknowledges and
agrees that in order to protect Secured Party's interest it may be necessary to
sell the Collateral at a price less than the maximum price attainable if a sale
were  delayed  or were made in another manner, such as a public offering  under
the Securities Act.  Pledgor  has  no  objection  to  sale in such a manner and
agrees  that  Secured  Party  shall  have no obligation to obtain  the  maximum
possible  price for the Collateral. Without  limiting  the  generality  of  the
foregoing, Pledgor agrees that, upon the occurrence and during the continuation
of an Event of Default, Secured Party may, subject to applicable law, from time
to time attempt  to  sell  all  or  any  part  of  the  Collateral by a private
placement, restricting the bidders and prospective purchasers to those who will
represent and agree that they are purchasing for investment  only  and  not for
distribution.  In  so  doing,  Secured  Party  may  solicit  offers  to buy the
Collateral  or  any  part  thereof for cash, from a limited number of investors
reasonably believed by Secured  Party  to  be  institutional investors or other
accredited investors who might be interested in  purchasing  the Collateral. If
Secured Party shall solicit such offers, then the acceptance by  Secured  Party
of one of the offers shall be deemed to be a commercially reasonable method  of
disposition of the Collateral.

      (d)   If  Secured Party shall determine to exercise its right to sell all
or any portion of the Collateral pursuant to this Section, Pledgor agrees that,
upon request of Secured Party, Pledgor will, at its own expense:

            (i)   execute  and  deliver, or cause the officers and directors of
the Company to execute and deliver,  to  any  person,  entity  or  governmental
authority  as  Secured  Party  may  choose,  any and all documents and writings
which, in Secured Party's reasonable judgment,  may be necessary or appropriate
for approval, or be required by, any regulatory authority  located in any city,
county, state or country where Pledgor or the Company engage  in  business,  in
order  to  transfer  or  to  more effectively transfer the Pledged Interests or
otherwise enforce Secured Party's rights hereunder; and

            (ii)  do or cause  to be done all such other acts and things as may
be necessary to make such sale of  the Collateral or any part thereof valid and
binding and in compliance with applicable law; and

            (iii)        cause the Company  to timely file all periodic reports
required to be filed by the Company  under the Securities Exchange Act of 1934.

      Pledgor acknowledges that there  is no adequate remedy at law for failure
by it to comply with the provisions of this Section and that such failure would
not  be  adequately  compensable in damages,  and  therefore  agrees  that  its
agreements contained in this Section may be specifically enforced.

      (e)   PLEDGOR EXPRESSLY  WAIVES  TO  THE MAXIMUM EXTENT PERMITTED BY LAW:
(i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL  HEARING  PRIOR TO THE TIME
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT  IT  NOW HAS OR
MAY  AT  ANY  TIME  IN  THE  FUTURE  HAVE  UNDER ANY RULE OF LAW OR STATUTE NOW
EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT  AS SET FORTH IN SUBSECTION (a)
OF  THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND,  OR  ADVERTISEMENT  FOR
SALE.

      12.    (a)Term of Agreement.  This Agreement shall continue in full force
and effect  until  the earlier of the payment in full of the Note.  If the Note
is paid in full, the  security  interests  in  the relevant Collateral shall be
deemed released, and any portion of the Collateral  not  transferred to or sold
by any one or more Secured Parties shall be returned to the  Pledgor  (and  for
such  purpose,  delivery  to  Darrin  Ocasio,  Esq., of Sichenzia Ross Friedman
Ference  LLP  of  New  York,  NY  shall  deemed  to  comply  with  such  return
requirement).   Upon  termination  of  this  Pledge  Agreement,   the  relevant
Collateral shall be returned within five (5) Trading Days to Debtor  or  to the
Pledgor, as contemplated above.

            (b)  Application  of  Proceeds.  Upon the occurrence and during the
continuance  of  an  Event of Default,  any  cash  held  by  Secured  Party  as
Collateral and all cash  Proceeds  received  by Secured Party in respect of any
sale of, collection from, or other realization  upon  all  or  any  part of the
Collateral  pursuant  to  the  exercise by Secured Party of its remedies  as  a
secured creditor as provided in Section 9 shall be applied from time to time by
the Secured Part as provided in the Note.

      13.   Indemnity and Expenses.

      Pledgor agrees:

      (a)   To indemnify and hold  harmless  Secured  Party  and  each  of  its
directors,  officers, employees, agents and affiliates from and against any and
all claims, damages,  demands,  losses,  obligations, judgments and liabilities
(including, without limitation, reasonable attorneys' fees and expenses) in any
way  arising  out  of  or  in connection with this  Agreement  or  the  Secured
Obligations, except to the extent the same shall arise as a result of the gross
negligence or willful misconduct of the party seeking to be indemnified; and

      (b)   To pay and reimburse  Secured  Party upon demand for all reasonable
costs and expenses (including, without limitation,  reasonable  attorneys' fees
and expenses) that Secured Party may incur in connection with (i)  the custody,
use  or  preservation  of, or the sale of, collection from or other realization
upon, any of the Collateral,  including  the  reasonable expenses of re-taking,
holding,  preparing for sale or lease, selling or  otherwise  disposing  of  or
realizing on  the Collateral, (ii) the exercise or enforcement of any rights or
remedies granted  hereunder,  under  the  Note  or  otherwise  available  to it
(whether  at  law,  in equity or otherwise), or (iii) the failure by Pledgor to
perform or observe any of the provisions hereof. The provisions of this Section
shall survive the execution  and  delivery  of this Agreement, the repayment of
any of the Secured Obligations, the termination  of  the commitments of Secured
Party under the Note and the termination of this Agreement.

      14.   Duties of Secured Party.

      The powers conferred on Secured Party hereunder are solely to protect its
interests in the Collateral and shall not impose on it  any  duty  to  exercise
such  powers.  Except  as  provided in Section 9-207 of the Code, Secured Party
shall have no duty with respect  to  the  Collateral  or any responsibility for
taking any necessary steps to preserve rights against any  Persons with respect
to any Collateral.

      15.   Choice  of  Law and Venue; Submission to Jurisdiction;  Service  of
Process.

      (a)   THE VALIDITY  OF  THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT, AND THE RIGHTS  OF  THE  PARTIES  HERETO  SHALL  BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE  STATE  OF
NEW  YORK  (WITHOUT  REFERENCE  TO  THE  CHOICE OF LAW PRINCIPLES THEREOF). THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS  ARISING  IN CONNECTION WITH THIS
AGREEMENT  SHALL BE TRIED AND LITIGATED ONLY IN THE STATE  AND  FEDERAL  COURTS
LOCATED IN THE  COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF
SECURED PARTY, IN  ANY  OTHER COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL
OR EQUITABLE PROCEEDINGS  AND  WHICH  HAS  SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY.

      (b)   PLEDGOR HEREBY SUBMITS FOR ITSELF  AND  IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF  THE AFORESAID COURTS AND
WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY  RIGHT IT MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

      (c)   PLEDGOR  HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,  COMPLAINT,
OR OTHER PROCESS ISSUED  IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF
SUCH  SUMMONS, COMPLAINT, OR  OTHER  PROCESS  MAY  BE  MADE  BY  REGISTERED  OR
CERTIFIED  MAIL  ADDRESSED  TO PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE
WITH THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF PLEDGOR'S ACTUAL RECEIPT  THEREOF OR THREE DAYS AFTER DEPOSIT IN THE
UNITED STATES MAILS, PROPER POSTAGE PREPAID.

      (d)   NOTHING IN THIS AGREEMENT  SHALL BE DEEMED OR OPERATE TO AFFECT THE
RIGHT OF SECURED PARTY TO SERVE LEGAL PROCESS  IN ANY OTHER MANNER PERMITTED BY
LAW, OR TO PRECLUDE THE ENFORCEMENT BY SECURED PARTY  OF  ANY JUDGMENT OR ORDER
OBTAINED  IN  SUCH  FORUM OR THE TAKING OF ANY ACTION UNDER THIS  AGREEMENT  TO
ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

      16.   Amendments; etc.

      No amendment or  waiver of any provision of this Agreement nor consent to
any departure by Pledgor  herefrom  shall  in any event be effective unless the
same shall be in writing and signed by Secured  Party,  and then such waiver or
consent shall be effective only in the specific instance  and  for the specific
purpose for which given. No failure on the part of Secured Party  to  exercise,
and  no  delay  in  exercising any right under this Agreement, any other Credit
Document, or otherwise  with  respect  to any of the Secured Obligations, shall
operate as a waiver thereof; nor shall any  single  or  partial exercise of any
right  under  this  Agreement,  any  other Credit Document, or  otherwise  with
respect  to  any  of the Secured Obligations  preclude  any  other  or  further
exercise thereof or  the exercise of any other right. The remedies provided for
in this Agreement or otherwise  with  respect to any of the Secured Obligations
are cumulative and not exclusive of any remedies provided by law.

      17.   Notices.

      Unless otherwise specifically provided  herein,  all  notices shall be in
writing  addressed  to  the  respective party as set forth below:  and  may  be
personally served, faxed, telecopied  or  sent  by overnight courier service or
United States mail:

      If to Pledgor:

            Vincent Vellardita
            C/o ValCom, Inc.
            920 S. Commerce Street
            Las Vegas, NV  89106

      with a copy to:

            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, NY 10018

            Fax No.:212-930-9725
            Attn: Darrin M. Ocasio, Esq.

      If to Secured Party:

            John Fife
            303 East Wacker Drive
            Suite 301
            Chicago, Il 60601

            Fax No.: 312 819  9701


      with a copy to:

            Samuel M. Krieger, Esq.
            Krieger and Prager LLP
            39 Broadway
            New York, NY. 10006

            Fax No.: 212 363 2999


      Any notice given pursuant to this section shall  be  deemed  to have been
given: (a) if delivered in person, when delivered; (b) if delivered  by fax, on
the date of transmission if transmitted on a Business Day before 4:00  p.m.  at
the  place  of  receipt or, if not, on the next succeeding Business Day; (c) if
delivered by overnight  courier,  two  (2)  days after delivery to such courier
properly addressed; or (d) if by United States  mail,  four  (4)  Business Days
after  depositing in the United States mail, with postage prepaid and  properly
addressed. Any party hereto may change the address or fax number at which it is
to receive  notices  hereunder  by  notice to the other party in writing in the
foregoing manner.

      18.   Continuing Security Interest.

      This  Agreement  shall  create  a continuing  security  interest  in  the
Collateral  and  shall:  (a)  remain  in  full   force  and  effect  until  the
indefeasible  payment in full of the Secured Obligations,  including  the  cash
collateralization,  expiration,  or cancellation of all Secured Obligations, if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend any financial  accommodations  under the Credit Agreement;
(b) be binding upon Pledgor and its successors and assigns;  and  (c)  inure to
the benefit of Secured Party and its successors, transferees, and assigns. Upon
the indefeasible payment in full of the Secured Obligations, including the cash
collateralization,  expiration, or cancellation of all Secured Obligations,  if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend  any  financial accommodations under the Credit Agreement,
the security interests granted  herein  shall  automatically  terminate and all
rights  to  the Collateral shall revert to Pledgor. Upon any such  termination,
Secured Party  will,  at Pledgor's expense, execute and deliver to Pledgor such
documents as Pledgor shall  reasonably  request  to  evidence such termination.
Such documents shall be prepared by Pledgor and shall  be in form and substance
reasonably satisfactory to Secured Party.

      19.   Security Interest Absolute.

      To the maximum extent permitted by law, all rights  of Secured Party, all
security interests hereunder, and all obligations of Pledgor  hereunder,  shall
be absolute and unconditional irrespective of:

      (a)   any  lack  of  validity  or  enforceability  of  any of the Secured
Obligations  or  any other agreement or instrument relating thereto,  including
any of the Credit Documents;

      (b)   any change  in  the time, manner, or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or
waiver of or any consent to any  departure from any of the Credit Documents, or
any other agreement or instrument relating thereto;

      (c)   any exchange, release,  or  non-perfection of any other collateral,
or any release or amendment or waiver of  or  consent  to  departure  from  any
guaranty for all or any of the Secured Obligations; or

      (d)   any  other  circumstances that might otherwise constitute a defense
available to, or a discharge of, Pledgor.

      20.   Headings.

      Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
or be given any substantive effect.

      21.   Severability.

      In case any provision  in  or  obligation  under  this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the  validity,  legality
and  enforceability  of  the  remaining  provisions  or obligations, or of such
provision or obligation in any other jurisdiction, shall  not  in  any  way  be
affected or impaired thereby.

      22.   Counterparts; Telefacsimile Execution.

      This Agreement may be executed in one or more counterparts, each of which
shall  be deemed an original and all of which together shall constitute one and
the same  Agreement.  Delivery  of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any  party delivering an executed counterpart of
this  Agreement  by  telefacsimile also  shall  deliver  an  original  executed
counterpart of this Agreement  but  the failure to deliver an original executed
counterpart shall not affect the validity,  enforceability,  or  binding effect
hereof.

      23.   Waiver of Marshaling.

      Each  of  Pledgor  and  Secured  Party  acknowledges  and agrees that  in
exercising  any  rights  under or with respect to the Collateral:  (a)  Secured
Party is under no obligation  to  marshal  any  Collateral;  (b)  may,  in  its
absolute discretion, realize upon the Collateral in any order and in any manner
it  so  elects;  and (c) may, in its absolute discretion, apply the proceeds of
any or all of the Collateral to the Secured Obligations in any order and in any
manner it so elects.  Pledgor  and Secured Party waive any right to require the
marshaling of any of the Collateral.

      24.   Waiver of Jury Trial.

      PLEDGOR AND SECURED PARTY  HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL  OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON  OR  ARISING  OUT  OF  THIS
AGREEMENT  OR  ANY  OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS,  BREACH  OF  DUTY  CLAIMS,  AND  ALL  OTHER  COMMON LAW OR
STATUTORY  CLAIMS.  PLEDGOR AND SECURED PARTY REPRESENT THAT EACH HAS  REVIEWED
THIS WAIVER AND EACH  KNOWINGLY  AND  VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT  OF  LITIGATION, A COPY
OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.






      IN WITNESS WHEREOF, Pledgor and Secured Party have caused  this Agreement
to  be duly executed and delivered by their officers thereunto duly  authorized
as of the date first written above.


                                           VINCENT VELLARDITA


                                           By: /s/ Vincent Vellardita
					   ---------------------------



                                           JOHN FIFE


                                           By: /s/ John Fife
					   --------------------------










Schedule 1


Pledged Interests: __________________ shares of common stock of Valcom, Inc.

Name of Issuer: Valcom, Inc.

Jurisdiction of Organization: Delaware

Type of Interest: Share of common stock

Number of Shares/Units (if applicable): see above

Certificate Number(s) (if any) ________________

Percentage of Outstanding Interests in Issuer: approximately

Date of certificate: _______________________

Additional Collateral as  Set forth in Section 1.



Schedule 2


Pledgor Information:

For Pledgor That Is a Registered Organization
Jurisdiction of Organization:
______________________________________________________

Type of Organization:
___________________________________________________________

Organizational ID Number (if any):
________________________________________________

For Pledgor That Is An Individual: Vincent Vellardita

Address of Principal Residence: See Notice section

For Pledgor That Is Neither a Registered Organization nor an Individual:

Type of Organization:
___________________________________________________________