KP 5-5





                                   GUARANTY


       GUARANTY   dated  as  of  May  5,  2006  ("Guaranty")  made  by  Vincent
Vellardita, an individual, ("Guarantor") in favor of John Fife ("Lender").

                              W I T N E S S E T H

       WHEREAS, Valcom,  Inc., a Delaware corporation (the "Borrower"), and the
Lender are parties to a Note,  dated  as  of  May  6,  2006 (such agreement, as
amended, restated, supplemented or otherwise modified from  time to time, being
hereinafter referred to as the "Note");

       WHEREAS, pursuant to the Note, the Guarantor is required  to execute and
deliver  to  the  Lender  a  guaranty  guaranteeing  the  Note  and  all  other
obligations  under  the  Note  and   a  Stock  Pledge  Agreement  (the  "  Loan
Documents"); and

       WHEREAS,   the   Guarantor  has  determined  that  (i)  it  will  derive
substantial  benefit  and  advantage   from   the   Loan  and  other  financial
accommodations made available to the Borrower under the Note and the other Loan
Documents  and (ii) its execution, delivery and performance  of  this  Guaranty
directly benefit, and are within the best interests of, the Guarantor;

       NOW,  THEREFORE,  in  consideration of $1,000 receipt of which is hereby
acknowledged, the premises, the  agreements  herein  and in order to induce the
Lender to make and maintain the Loan pursuant to the Note, the Guarantor hereby
agrees with the Lender, as follows:

       Section 1.   Definitions. Reference is hereby made  to  the  Note  for a
statement  of  the  terms  thereof.   All terms used in this Guaranty which are
defined  in  the Note and not otherwise defined  herein  shall  have  the  same
meanings herein  as set forth therein.  As used in this Guaranty, the following
terms have the following  meanings  (terms  defined in the singular to have the
same meaning when used in the plural and vice versa):

             "Borrower" has the meaning specified in the preamble above.

             "Guaranty" means this Guaranty.

             "Guaranty Documents" means the Loan  Documents and any document or
agreement evidencing, related to or delivered in connection  with any or all of
the Guaranteed Obligations.

             "Guaranteed  Obligations"  means  any and all present  and  future
liabilities and obligations of Borrower and Guarantor  to  Lender  incurred  by
Borrower  and  Guarantor under the Loan Documents, and whether due or to become
due, secured or  unsecured, absolute or contingent, joint or several, direct or
indirect, acquired  outright, conditionally or as collateral security by Lender
from another, liquidated  or  unliquidated,  arising  by  operation  of  law or
otherwise,  together  with all fees and expenses incurred in collecting any  or
all of the items specified in this definition or enforcing any rights under any
of the Guaranty Documents,  including all fees and expenses of Lender's counsel
and of any experts and agents  which  may  be  paid  or  incurred  by Lender in
collecting any such items or enforcing any such rights.

       Section 2.   Rules  of  Interpretation. When used in this Guaranty:  (1)
"or" is not exclusive, (2) a reference  to  a  law  includes  any  amendment or
modification  to  such law, and (3) a reference to an agreement, instrument  or
document includes any  amendment  or modification of such agreement, instrument
or document.

       Section 3.   Guaranty. Guarantor  hereby  guarantees  to  Lender and its
successors, endorsees, transferees and assigns the prompt and complete payment,
as  and  when  due  and  payable  (whether  at  stated  maturity or by required
prepayment,  acceleration,  demand  or  otherwise),  of all of  the  Guaranteed
Obligations  now  existing  or  hereafter  incurred will be  paid  strictly  in
accordance with their terms.

       Section 4.   Limitation of Liability.  The obligation of Guarantor under
this Guaranty shall be limited to an aggregate  amount  equal  to  the  largest
amount  that  would  not render the obligation of Guarantor under this Guaranty
subject to avoidance under  Section 548 of the United States Bankruptcy Code or
any comparable provision of any applicable state law.

       Section 5.   Type  of  Guaranty.   This   Guaranty   is   absolute   and
unconditional  and  as  such  is not subject to any conditions and Guarantor is
fully liable to perform all of  its  duties and obligations under this Guaranty
as of the date of execution of this Guaranty.  This  Guaranty  is  a continuing
guaranty  and  applies to all future Guaranteed Obligations. In addition,  this
Guaranty shall remain in full force and effect even if at any time there are no
outstanding Guaranteed  Obligations. This Guaranty is a guaranty of payment and
not of collection. The obligations  and  liabilities  of  Guarantor  under this
Guaranty  shall not be conditioned or contingent upon the pursuit by Lender  of
any right or  remedy against Borrower, Grantor or any other person which may be
or become liable  in  respect of all or any part of the Guaranteed Obligations,
or against any assets securing  the  payment  of  the Guaranteed Obligations or
guarantee for such Guaranteed Obligations or right  of  setoff  with respect to
such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be
cancelled, terminated or revoked by Guarantor.

       Section 6.   Reinstatement of Guaranty. This Guaranty shall  continue to
be  effective  or  shall be reinstated, as the case may be, if at any time  any
payment,  or any part  thereof,  of  any  of  the  Guaranteed  Obligations  are
rescinded or  must  otherwise  be  returned  by  Lender  upon  the  insolvency,
bankruptcy, dissolution, liquidation or reorganization of Borrower, Grantor  or
otherwise, all as though such payment had not been made.

       Guarantor hereby consents that, without the necessity of any reservation
of  rights  against  Guarantor  and  without  notice  to  or  further assent by
Guarantor, any demand for payment of any of the Guaranteed Obligations  made by
Lender  may  be  rescinded  by  Lender  and  any of such Guaranteed Obligations
continued after such rescission.

       Section 7.   Security Interest. To secure the payment of the obligations
of Guarantor under this Guaranty, Guarantor has  executed a Pledge Agreement in
favor  of,  and grants Lender a pledge and security  interest  in  the  Pledged
Shares listed in Schedule 1 to the Pledge Agreement.

       Section 8.   Waiver  of  Notices.  Guarantor  hereby  waives any and all
notices  including  (1)  notice  of  or proof of reliance by Lender  upon  this
Guaranty or acceptance of this Guaranty,  (2)  notice  of the incurrence of any
Guaranteed  Obligations  or  the  renewal,  extension or accrual  of  any  such
Guaranteed Obligations, (3) notice of any actions  taken  by  Lender, Borrower,
Grantor  or  any other person under any Guaranty Document, and (4)  notices  of
nonpayment or  nonperformance,  protest,  notices  of  protest  and  notices of
dishonor.

       Section 9.   Waiver  of  Defenses.  Guarantor hereby waives any and  all
defenses to the performance by Guarantor of  its  duties  and obligations under
this Guaranty, including any defense based on any of the following:

             (1)    any  failure  of  Lender  to  disclose  to  Guarantor   any
information  relating  to  the  business,  condition  (financial or otherwise),
operations, performance, properties or prospects of any party obligated to make
payment  on  any  and  all  Guaranteed  Obligations, whether  as  principal  or
guarantor, now or hereafter known to Lender,

             (2)    any defense to the payment  of  any  or  all the Guaranteed
Obligations,  including  lack  of  validity  or  enforceability of any  of  the
Guaranteed Obligations or any Guaranty Documents,

             (3)    any change in the time, manner  or  place of payment of, or
in any other term in respect of, all or any of the Guaranteed  Obligations,  or
any  other amendment or waiver of or consent to any departure from any Guaranty
Document,

             (4)    any  exchange  or  release  of,  or  non-perfection  of any
security  interest  on  or in any assets securing the payment of the Guaranteed
Obligations,
             (5)    any failure  to  execute  any other guaranty for all or any
part of the Guaranteed Obligations, or any release  or  amendment or waiver of,
or consent to any departure from, any other guaranty for  any  or  all  of  the
Guaranteed Obligations,

	     (6)   any   subordination   of  any  or  all  of  the   Guaranteed
Obligations,

             (7)      any  act  or  omission of Lender in connection  with  the
enforcement of, or the exercise of rights  and remedies, including any election
of,  or  the  order  of  exercising any, remedies,  with  respect  to  (a)  the
Guaranteed Obligations, (b)  any other guarantor of the Guaranteed Obligations,
or (c) any assets securing the payment of the Guaranteed Obligations,

             (8)    any manner  of  application of any funds received by Lender
to Guaranteed Obligations or any other obligations owed to Lender, whether from
the sale or disposition of any assets securing the Guaranteed Obligations, from
another guarantor of the Guaranteed Obligations or otherwise, and

             (9)    any failure to give  or  provide  any  notices,  demands or
protests, including those specified under Section 8 herein, entitled "Waiver of
Notices".

       Section 10.  Subrogation.  Guarantor  may not exercise any rights  which
Guarantor may acquire by way of subrogation or  contribution,  whether acquired
by any payment made under this Guaranty, by any setoff or application  of funds
of  Borrower,  by  Lender  or  otherwise,  until (1) the payment in full of the
Guaranteed  Obligations  (after  Lender  no  longer   has   any  obligation  or
arrangement  to provide credit to Borrower, including under or  pursuant  to  a
line of credit),  and  (2)  the  payment of all fees and expenses to be paid by
Guarantor pursuant to this Guaranty.   If any amount shall be paid to Guarantor
on account of such subrogation or contribution  rights  at any time when all of
the Guaranteed Obligations and all such other expenses shall not have been paid
in  full (after Lender no longer has any obligation or arrangement  to  provide
credit  to  Borrower,  including  under  or pursuant to a line of credit), such
amount shall be held in trust for the benefit  of  Lender,  shall be segregated
from the other funds of Guarantor and shall forthwith be paid over to Lender to
be  credited and applied in whole or in part by Lender against  the  Guaranteed
Obligations, whether matured or unmatured, and all such other fees and expenses
in accordance with the terms of the Guaranty Documents.

       Section 11.  Representations.  At the time of execution of this Guaranty
and each time Lender provides credit as  noted  above, Guarantor represents and
warrants to Lender as follows:

             (1)    Name.  The exact legal name of  the  Guarantor  is the name
specified  in the preamble to this Guaranty.  The Guarantor has not been  known
by any other name during the five (5) years prior to the date of the Guaranty.

             (2)    Location.   The  principal  residence  of  the Guarantor is
_______________ ___________________________________.

             (3)    No Contravention.  The execution, delivery and  performance
by Guarantor of this Guaranty do not and will not (a) violate any provision  of
any  law,  order,  writ,  judgment, injunction, decree, determination, or award
presently in effect applicable  to  Guarantor,  (b)  result  in  a breach of or
constitute  a  default under any indenture or loan or credit agreement  or  any
other agreement, lease, or instrument to which Guarantor is a party or by which
Guarantor or its  properties  may  be  bound  or affected, or (c) result in, or
require, the creation or imposition of any lien  upon or with respect to any of
the properties now owned or hereafter acquired by Guarantor.

             (4)    Governmental  Authority.   No  authorization,  approval  or
other action by, and no notice to or filing with, any governmental authority is
required for the due execution, delivery and performance  by  Guarantor of this
Guaranty.

             (5)    Legally Enforceable Guaranty.  This Guaranty  is the legal,
valid  and  binding  obligation of Guarantor, enforceable against Guarantor  in
accordance with its terms,  except  to  the extent that such enforcement may be
limited  by  (a)  applicable bankruptcy, insolvency,  and  other  similar  laws
affecting creditors'  rights  generally,  or  (b) general equitable principles,
regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law.

       Section 12.  Remedies.  Lender shall not, by any act, delay, omission or
otherwise, be deemed to have waived any of its  rights  or  remedies under this
Guaranty or otherwise. A waiver by Lender of any right or remedy  hereunder  on
any  one  occasion, shall not be construed as a ban or waiver of any such right
or remedy which  Lender would have had on any future occasion, nor shall Lender
be liable for exercising  or  failing to exercise any such right or remedy. The
rights and remedies of Lender under  this Guaranty are cumulative and, as such,
are in addition to any other rights and  remedies available to Lender under law
or any other agreements.

       Section 13.  Appointment as Attorney-in-Fact.  Guarantor hereby appoints
Lender as the attorney-in-fact for Guarantor,  with full authority in the place
and stead of Guarantor and in the name of Guarantor  or  otherwise, to exercise
all rights and remedies granted to Lender under this Guaranty  and  to take any
action  and  to  execute  any  instrument  which  Lender may deem necessary  or
advisable to accomplish the purposes of this Guaranty.

       Section 14.  Indemnity and Expenses. Guarantor hereby indemnifies Lender
from and against any and all claims, losses, damages  and  liabilities  growing
out  of  or  resulting  from  this  Guaranty  (including,  without  limitation,
enforcement  of  this  Guaranty), except claims, losses, damages or liabilities
resulting from Lender's gross negligence and willful misconduct.
       Guarantor will upon  demand  pay  to  Lender  the  amount of any and all
expenses, including the fees and expenses of its counsel and of any experts and
agents,  which  Lender may incur in connection with (1) any amendment  to  this
Guaranty,  (2) the  administration  of  this  Guaranty,  (3)  the  exercise  or
enforcement  of  any  of  the  rights of Lender under this Guaranty, or (4) the
failure by Guarantor to perform  or  observe  any  of  the  provisions  of this
Guaranty.

       Section 15.  Amendments.   No  amendment  or waiver of any provision  of
this Guaranty, nor consent to any departure by Guarantor  from  this  Guaranty,
shall in any event be effective unless the same shall be in writing and  signed
by  Guarantor  and Lender, and then such amendment or waiver shall be effective
only in the specific instance and for the specific purpose for which given.

       Section 16.  Addresses for Notices. All notices and other communications
provided for under  this  Guaranty shall be in writing and, mailed or delivered
by messenger or overnight delivery service, addressed, in the case of Guarantor
at its address specified below  its signature, and in the case of Lender at the
address specified below, or as to any such party at such other address as shall
be designated by such party in a written notice to the other party complying as
to delivery with the terms of this Section.

             If to Lender:

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


                    Attention:

                          With copies to:

                          Krieger & Prager, LLP
                          39 Broadway, Suite 1440
                          New York, New York 10006
                          Attention: Samuel M. Krieger, Esq.

             If to Guarantor:

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



       All  such  notices  and other  communications  shall,  when  mailed,  be
effective three (3) days after  being placed in the mails, or when delivered to
a messenger or overnight delivery service, be effective one (1) day after being
delivered  to  the  messenger or overnight  delivery  service,  in  each  case,
addressed as specified above.

       Section 17.  Assignment  and Transfer of Obligations. This Guaranty will
bind the estate of Guarantor as to  Guaranteed  Obligations created or incurred
both  before and after the death or incapacity of  Guarantor,  whether  or  not
Lender  receives  notice of such death or incapacity. This Guaranty shall inure
to the benefit of Lender and its successors, transferees and assigns. Guarantor
may not transfer or  assign  its  obligations  under  this Guaranty. Lender may
assign or otherwise transfer all or a portion of its rights or obligations with
respect to the Guaranteed Obligations to any other party,  and such other party
shall then become vested with all the benefits in respect of  such  transferred
Guaranteed  Obligations  granted  to  Lender  in  this  Guaranty  or otherwise.
Guarantor agrees that Lender can provide information regarding Guarantor to any
prospective or actual successor, transferee or assign.

       Section 18.  Setoff. Guarantor agrees that, in addition to,  and without
limiting,  any  right  of  setoff,  Lender's  lien  or  counterclaim Lender may
otherwise  have, Lender shall be entitled, at its option,  to  offset  balances
(general or  special,  time or demand, provisional or final) held by it for the
account of Guarantor, at  any of the offices of Lender, in Dollars or any other
currency, against any amount payable by Guarantor to Lender under this Guaranty
which is not paid when demanded  (regardless  of whether such balances are then
due  to  Guarantor),  in  which  case Lender shall promptly  notify  Guarantor,
provided  that Lender's failure to  give  such  notice  shall  not  affect  the
validity of such offset.

       Section 19.  Submission  to  Jurisdiction.  Guarantor hereby irrevocably
submits to the jurisdiction of any federal or state  court  sitting in New York
County in the State of New York over any action or proceeding arising out of or
related to this Guaranty and agrees with Lender that personal jurisdiction over
Guarantor rests with such courts for purposes of any action on  or  related  to
this  Guaranty. Guarantor hereby waives personal service by manual delivery and
agrees  that  service of process may be made by prepaid certified mail directed
to Guarantor at  the address of Guarantor for notices under this Guaranty or at
such other address  as may be designated in writing by Guarantor to Lender, and
that upon mailing of  such  process  such  service  will  be  effective  as  if
Guarantor  was personally served. Guarantor agrees that a final judgment in any
such action  or  proceeding  shall  be  conclusive and may be enforced in other
jurisdictions  by  suit on the judgment or  in  any  manner  provided  by  law.
Guarantor  further waives  any  objection  to  venue  in  any  such  action  or
proceeding on the basis of inconvenient forum. Guarantor agrees that any action
on or proceeding brought against Lender shall only be brought in such courts.

       Section 20.  Governing  Law.   This  Guaranty  shall  be governed by and
construed in accordance with the laws of the State of New York  without  regard
to its principles of conflicts of law.

       Section 21.  Subordination.  Once  a  demand  for payment is made on the
Guarantor  under  this  Guaranty  Guarantor will not (1) make  any  demand  for
payment of, or take any action to accelerate,  any obligation owed to Guarantor
by Borrower, (2) seek to collect payment of, or  enforce  any right or remedies
against Borrower, any of the obligations owed to Guarantor  by  Borrower or any
guarantees,  credit  supports,  collateral  or  other  security related  to  or
supporting any of such obligations, or (3) commence, or  join  with  any  other
creditor  in commencing, any bankruptcy or similar proceeding against Borrower.
Guarantor also  agrees  that  the  payment  of  all  obligations of Borrower to
Guarantor  shall  be subordinate and junior in time and  right  of  payment  in
accordance with the  terms  of  this  Section  to the prior payment in full (in
cash) of the Guaranteed Obligations. In furtherance  of such subordination, (1)
to the extent possible, Guarantor will not take or receive  from  Borrower  any
payments,  in  cash or any other property, by setoff or any other means, of any
or all of the obligations  owed  to Guarantor by Borrower, or purchase, redeem,
or otherwise acquire any of such obligations, or change the terms or provisions
of any such obligations and (2) if  for  any  reason and under any circumstance
Guarantor receives a payment on such obligation,  whether  in  a  bankruptcy or
similar  proceeding  or otherwise, all such payments or distributions  upon  or
with respect to such obligations  shall be received in trust for the benefit of
Lender, shall be segregated from other funds and property held by Guarantor and
shall be forthwith paid over to Lender  in  the  same form as so received (with
any necessary endorsement) to be applied (in the case  of  cash) to, or held as
collateral  (in  the  case of securities or other non-cash property)  for,  the
payment or prepayment of  the Guaranteed Obligations. Guarantor agrees that any
subrogation rights Guarantor  may  acquire  as a result of a payment under this
Section may not be exercised until (1) the payment  in  full  of the Guaranteed
Obligations  (after  Lender  no  longer  has  any obligation or arrangement  to
provide credit to Borrower, including under or  pursuant  to a line of credit),
and (2) the payment of all fees and expenses to be paid by  Guarantor  pursuant
to this Guaranty.

       Section 22.  Miscellaneous.  This Guaranty is in addition to and  not in
limitation  of  any  other rights and remedies Lender may have by virtue of any
other  instrument  or  agreement  previously,  contemporaneously  or  hereafter
executed by Guarantor or  any  other  party  or  by  law  or  otherwise. If any
provision of this Guaranty is contrary to applicable law, such  provision shall
be  deemed  ineffective without invalidating the remaining provisions  of  this
Guaranty. Titles  in  this  Guaranty  are for convenience of reference only and
shall not affect the interpretation or  construction  of  this  Guaranty.  This
Guaranty  constitutes  the  entire  agreement between Guarantor and Lender with
respect to the matters covered by this  Guaranty  and supercedes all written or
oral agreements with respect to such matters.

       Section 23.  WAIVER OF JURY TRIAL. GUARANTOR  EXPRESSLY  WAIVES  ANY AND
EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.





             IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Guaranty as of the date of this Guaranty.

                                        /s/ Vincent Vellardita
					----------------------
                                        Vincent Vellardita