THIS  NOTE  HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES  COMMISSION  OF  ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT  OF  1933,  AS  AMENDED  (THE "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY  NOT BE OFFERED OR SOLD EXCEPT PURSUANT  TO  AN
EFFECTIVE REGISTRATION STATEMENT UNDER  THE  SECURITIES  ACT  OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND IN ACCORDANCE WITH APPLICABLE  STATE
SECURITIES LAWS.


No. B1      U.S. $225,000.00                   Original Issue Date: May 5, 2006

Holder:     John Fife

Address:    303 East Wacker Drive
            Suite 301
            Chicago, IL 60601

SERIES 2006

SECURED ORIGINAL ISSUE DISCOUNT NOTE DUE AUGUST 5, 2006

      THIS Note is one of a duly authorized  issue  of Notes of VALCOM, INC., a
Delaware corporation, having a principal place of business at C/o ValCom, Inc.,
920  S.  Commerce Street, as Vegas, NV  89106 (the "Company"),  designated   as
its Note   (the  "Note"),   due  upon  August  5, 2006 ("Maturity Date"), in an
aggregate face amount of up Two Hundred and Twenty  Five  Thousand  and  00/100
Dollars ($225,000.00).

      FOR  VALUE  RECEIVED,  the  Company  promises  to  pay  to  the Holder or
registered  assigns, the principal sum of Two Hundred Thousand and Twenty  Five
Thousand  00/100  Dollars  ($225,000.00)  ("Principal Amount"), on the Maturity
Date.  Upon default, all  amounts due hereunder shall bear interest at the rate
of  1.5% per month from the day such interest  is  due  hereunder  through  and
including  the  date  of payment.  The principal of, and interest on, this Note
are payable in such coin  or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts, at the
address of the Holder last appearing on the Note Register.

      This Note is subject to the following additional provisions:

      Section  1.       The Notes  are  exchangeable  for  an  equal  aggregate
principal amount of Notes  of  different authorized denominations, as requested
by the Holder surrendering the same  but shall not be issuable in denominations
of less than integral multiples of Twenty  Thousand  Dollars  ($20,000)  unless
such amount represents the full principal balance of Notes outstanding to  such
Holder.   No  service  charge will be made for such registration of transfer or
exchange.

             Section 2.

            (a)   The Holder,  by  acceptance  hereof,  agrees  to give written
notice to the Company before transferring this Note; such notice  will describe
briefly the proposed transfer and will give the Company the name, address,  and
tax  identification number of the proposed transferee, and will further provide
the Company  with  an opinion of the Holder's counsel that such transfer can be
accomplished in accordance  with  federal  and applicable state securities laws
(unless  such  transaction  is permitted by the  plan  of  distribution  in  an
effective  Registration  Statement).   Promptly  upon  receiving  such  written
notice, the Company shall present copies thereof to the Company's counsel.

      (i)   If in the opinion  of  such  counsel  the  proposed transfer may be
      effected  without  registration or qualification (under  any  federal  or
      state securities laws),  the  Company,  as promptly as practicable, shall
      notify the Holder of such opinion, whereupon the Holder shall be entitled
      to transfer this Note or to dispose of Underlying  Shares  received  upon
      the previous conversion of this Note, all in accordance with the terms of
      the  notice  delivered  by  the  Holder  to the Company; provided that an
      appropriate legend may be endorsed on this  Note  respecting restrictions
      upon transfer thereof necessary or advisable in the  opinion  of  counsel
      and satisfactory to the Company to prevent further transfers which  would
      be  in  violation of Section 5 of the Securities Act and applicable state
      securities  laws; and provided further that the prospective transferee or
      purchaser shall  execute  such  documents  and make such representations,
      warranties, and agreements as may be required  solely  to comply with the
      exemptions relied upon by the Company for the transfer or  disposition of
      the Note.

      (ii)  If in the opinion of the counsel referred to in this Section 2, the
      proposed  transfer  or disposition of this Note described in the  written
      notice given pursuant  to  this  Section  2  may  not be effected without
      registration  or qualification of this Note, the Company  shall  promptly
      give written notice  thereof to the Holder, and the Holder will limit its
      activities in respect  to  such  as,  in the opinion of such counsel, are
      permitted by law.

            (b)   Prior  to  transfer  of this Note  in  compliance  with  this
Section 2, the Company and any agent of  the  Company  may  treat the person in
whose  name  this  Note is duly registered on the Note Register  as  the  owner
hereof for the purpose  of  receiving  payment  as  herein provided and for all
other purposes, whether or not this Note is overdue,  and  neither  the Company
nor any such agent shall be affected by notice to the contrary.

      Section 3.  Events of Default.

            "Event  of  Default"  wherever  used  herein, means any one of  the
following  events (whatever the reason and whether it  shall  be  voluntary  or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of  any  court, or any order, rule or regulation of any administrative
or governmental body):

            (i)   any  default in the payment of the principal of, interest on,
      or other obligations  in  respect  of,  this  Note,  free of any claim of
      subordination,  as  and  when  the  same  shall  become due and  payable,
      (whether on the Maturity Date or by acceleration or otherwise);

            (ii)  the Company or any Pledgor  shall fail  to observe or perform
      any  other  covenant,  agreement or warranty contained in,  or  otherwise
      commit any breach of, this  Note or the Stock Pledge Agreement, including
      but not limited to the obligation  of  the  Pledgor  to  issue additional
      Collateral  ,  and  such  failure or breach shall not have been  remedied
      within 5 days after the date  on  which  notice of such failure or breach
      shall have been given;

            (iii) the Company shall commence a voluntary  case under the United
      States Bankruptcy Code or insolvency laws as now or hereafter  in  effect
      or any successor thereto (the "Bankruptcy Code"); or an involuntary  case
      is  commenced  against  the  Company  under  the  Bankruptcy  Code;  or a
      "custodian"  (as  defined  in  the  Bankruptcy Code) is appointed for, or
      takes charge of, all or any substantial  part  of  the  property  of  the
      Company   or  the  Company  commences  any  other  proceeding  under  any
      reorganization,  arrangement,  adjustment  of  debt,  relief  of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether  now  or hereafter in effect relating to the Company or there  is
      commenced against the Company; or the Company is adjudicated insolvent or
      bankrupt; or any  order  of relief or other order approving any such case
      or proceeding is entered;  or  the Company suffers any appointment of any
      custodian or the like for it or  any substantial part of its property; or
      the Company makes a general assignment  for  the benefit of creditors; or
      the Company shall fail to pay, or shall state  that  it  is unable to pay
      its  debts  generally  as  they  become due or the Company shall  call  a
      meeting of all of its creditors with a view to arranging a composition or
      adjustment of its debts; or the Company  shall  by  any act or failure to
      act indicate its consent to, approval of or acquiescence  in  any  of the
      foregoing;  or any corporate or other action is taken by the Company  for
      the purpose of effecting any of the foregoing;

            (iv) the  Company shall default in any of its obligations under any
      mortgage, credit  agreement  or  other  facility, indenture, agreement or
      other instrument under which there may be  issued,  or by which there may
      be  secured  or evidenced any indebtedness of the Company  in  an  amount
      exceeding $500,000.00,  whether  such  indebtedness  now  exists or shall
      hereafter  be created and such default shall result in such  indebtedness
      becoming or  being declared due and payable prior to the date on which it
      would otherwise become due and payable;

	    (v)  the  Company  shall  be  a  party  to  any  Change  of Control
      Transaction (as defined in Section 6), shall agree to sell or  dispose of
      all or in excess of 49% of its assets (based on book value calculation as
      reflected  in the  Company's most  recent financial statements) in one or
      more transactions (whether or not such sale would constitute a Change  of
      Control Transaction) or

	    (vi) The Company shall have its  Common Stock suspended or delisted
      from trading for in excess of three (3) Trading Days.

      Immediately upon the occurrence of an Event  of Default, Holder will have
the right to foreclose on the collateral shares and  immediately  begin to sell
such  stock  until Holder has fully realized Maturity Amount.  In addition,  if
the Maturity Amount  is  not paid in full with five (5) business days after its
due date, the Company will  be  assessed  with  a  default  fee  of  10% of the
principal amount of the note.


      Section 4.  Interest  Rate  Limitation.  The  parties  intend  to conform
      strictly to the applicable usury laws in effect from time to time  during
      the term of the Loan. Accordingly, if any transaction contemplated hereby
      would  be  usurious  under  such  laws,  then  notwithstanding  any other
      provision  hereof:  (i)  the aggregate of all interest that is contracted
      for, charged, or received  under  this  Agreement or under any other Loan
      Document  shall  not exceed the maximum amount  of  interest  allowed  by
      applicable law (the  "Highest  Lawful  Rate"),  and  any  excess shall be
      promptly  credited  to  Borrower by Lender (or, to the extent  that  such
      consideration  shall have  been  paid,  such  excess  shall  be  promptly
      refunded to Borrower  by  Lender);  (ii)  neither  Borrower nor any other
      Person now or hereafter liable hereunder shall be obligated  to  pay  the
      amount of such interest to the extent that it is in excess of the Highest
      Lawful Rate; and (iii) the effective rate of interest shall be reduced to
      the  Highest  Lawful Rate. All sums paid, or agreed to be paid, to Lender
      for the use, forbearance, and detention of the debt of Borrower to Lender
      shall, to the extent permitted by applicable law, be allocated throughout
      the full term of  the  Note  until  payment  is  made in full so that the
      actual rate of interest does not exceed the Highest Lawful Rate in effect
      at any particular time during the full term thereof.  If  at any time the
      rate of interest under the Note exceeds the Highest Lawful Rate, the rate
      of  interest  to  accrue  pursuant  to  this  Agreement shall be limited,
      notwithstanding  anything  to  the  contrary in this  Agreement,  to  the
      Highest Lawful Rate, but any subsequent reductions in the Base Rate shall
      not reduce the interest to accrue pursuant  to  this  Agreement below the
      Highest Lawful Rate until the total amount of interest accrued equals the
      amount of interest that would have accrued if a varying  rate  per  annum
      equal  to  the  interest  rate  under  the  Note had at all times been in
      effect. If the total amount of interest paid  or accrued pursuant to this
      Agreement under the foregoing provisions is less than the total amount of
      interest that would have accrued if a varying rate per annum equal to the
      interest rate under the Note had been in effect,  then Borrower agrees to
      pay to Lender an amount equal to the difference between (x) the lesser of
      (A) the amount of interest that would have accrued  if the Highest Lawful
      Rate had at all times been in effect, or (B) the amount  of interest that
      would have accrued if a varying rate per annum equal to the interest rate
      under  the  Note had at all times been in effect, and (y) the  amount  of
      interest  accrued  in  accordance  with  the  other  provisions  of  this
      Agreement.

      Section 5.  Prepayment.

      (a)   The Company shall have the right to prepay this Note in whole or in
      part thereon prior to the Maturity Date.

      (b)   (i)   The  Company shall give at least five (5)  business days, but
      not more than ten  (10) business days, written notice of any intention to
      prepay this Note prior  to  the  Maturity Date to the Holder which notice
      shall specify the "Prepayment Date".

      Section 6.  Definitions.  For the  purposes  hereof,  the following terms
      shall have the following meanings:

      "Business Day" means any day except Saturday, Sunday and  any  day  which
      shall  be  a  legal holiday or a day on which banking institutions in the
      State of New York  are  authorized or required by law or other government
      action to close.

      "Change of Control Transaction"  means  the  occurrence  of any of (i) an
      acquisition  after  the date hereof by an individual or legal  entity  or
      "group" (as described  in Rule 13d-5(b)(1) promulgated under the Exchange
      Act) of in excess of 49%  of the voting securities of the Company coupled
      with a replacement of more  than one-half of the members of the Company's
      board of directors which is not  approved  by  those  individuals who are
      members of the board of directors on the date hereof in  one  or a series
      of related transactions, or (ii) the merger of the Company with  or  into
      another  entity, consolidation or sale of all or substantially all of the
      assets of  the Company in one or a series of related transactions, unless
      following such  transaction,  the  holders  of  the  Company's securities
      continue  to  hold  at  least  40%  of  such  securities  following  such
      transaction.  The execution by the Company of an agreement  to  which the
      Company  is  a  party  or  by  which it is bound providing for any of the
      events set forth above in (i) or  (ii) does not constitute the occurrence
      of the event until after the event in fact occurs.

      Section 7.  Except as expressly provided  herein,  no  provision  of this
      Note  shall  alter  or  impair  the  obligation  of the Company, which is
      absolute  and  unconditional,  to  pay  the  principal of,  interest  and
      liquidated damages (if any) on, this Note at the  time,  place, and rate,
      and in the coin or currency, herein prescribed.  This Note  is  a  direct
      obligation of the Company.

      Section 8.  If  this  Note shall be mutilated, lost, stolen or destroyed,
      the Company shall execute  and  deliver, in exchange and substitution for
      and  upon  cancellation  of  a mutilated  Note,  or  in  lieu  of  or  in
      substitution for a lost, stolen  or  destroyed  Note,  a new Note for the
      principal amount of this Note so mutilated, lost, stolen or destroyed but
      only upon receipt of evidence of such loss, theft or destruction  of such
      Note,  and  of  the  ownership  hereof,  and indemnity, if requested, all
      reasonably satisfactory to the Company.

      Section 9.
            Choice of Law and Venue; Submission  to  Jurisdiction;  Service  of
Process.

(a)   THE  VALIDITY  OF  THIS  NOTE  ,  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 NOTE  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 HOLDER, IN ANY OTHER
COURT IN WHICH HOLDER SHALL INITIATE LEGAL OR EQUITABLE  PROCEEDINGS  AND WHICH
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.

(b)   COMPANY  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)   COMPANY  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 COMPANY.

(d)   NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT  THE RIGHT
OF  HOLDER   TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE  THE  ENFORCEMENT BY HOLDER 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.

 (e)  To the extent determined  by  such court, the Company shall reimburse the
      Holder for any reasonable legal  fees  and  disbursements incurred by the
      Holder in enforcement of or protection of any  of its rights under any of
      this Note.

Section 10. Any  waiver  by  the  Company  or the Holder of  a  breach  of  any
provision of this Note shall not operate as  or  be construed to be a waiver of
any other breach of such provision or of any breach  of  any other provision of
this  Note.   The  failure of the Company or the Holder to insist  upon  strict
adherence to any term  of  this  Note  on  one  or  more occasions shall not be
considered  a waiver or deprive that party of the right  thereafter  to  insist
upon strict adherence  to that term or any other term of this Note.  Any waiver
must be in writing.

Section 11.   If  any  provision   of   this   Note   is  invalid,  illegal  or
unenforceable,  the balance of this Note shall remain in  effect,  and  if  any
provision is inapplicable  to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.

Section 12. Whenever any payment  or other obligation hereunder shall be due on
a  day other than a Business Day, such  payment  shall  be  made  on  the  next
succeeding  Business Day (or, if such next succeeding Business Day falls in the
next calendar  month,  the  preceding  Business Day in the appropriate calendar
month).

Section 13. Security.  The obligation of  the Company for payment of principal,
interest and all other sums hereunder, in the event of a default and failure of
the  Company  to  perform  hereunder, is secured  by   the  pledge  of  certain
securities (the "Pledged Shares")  by  Vincent  Vellardita as Pledgor under the
terms and conditions of a Stock Pledge Agreement,  and  a Guaranty executed and
delivered by such parties.

Section 14. Registration Rights . If, at any time prior to  payment  in full of
this  Note,  the Company participates (whether voluntarily or by reason  of  an
obligation to a third party) in the registration of any shares of the Company's
stock (other than  a  registration  on  Form  S-4,  S-8 or successor form), the
Company shall give written notice thereof to the Holder  and  the  Holder shall
have the right, exercisable within ten (10) business days after receipt of such
notice, to demand inclusion of all or a portion of the  Pledged Shares  in such
registration  statement.   If  the  Holder exercises such election, the Pledged
Shares so designated shall be included in the registration statement at no cost
or expense to the Holder (other than  any  costs  or commissions which would be
borne by the Holder ).  The Holder's rights under this  Section  7 shall expire
at  such  time  as  the  Holder can sell all of the Pledged Shares  under  Rule
144(k) without volume or other restrictions or limit.

Section 15 . Waiver of Jury Trial


COMPANY  HEREBY WAIVE ITS   RESPECTIVE  RIGHTS  TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS  NOTE  .  COMPANY  REPRESENTS
THAT  EACH  HAS  REVIEWED THIS WAIVER AND 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.


            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





<PAGE>




      IN  WITNESS  WHEREOF, the Company has caused this instrument to  be  duly
executed by an officer  duly  authorized for such purpose, as of the date first
above indicated.

                                    VALCOM, INC.



                                    By: /s/ Vincent Vellardita
				    -------------------------------------------
                                    Vincent Vellardita, Chief Executive Officer


Attest:

By:___________________________