valcom_8k-ex1003.htm

EXHIBIT
10.3

    


    STOCK
PLEDGE AGREEMENT

    


    STOCK
PLEDGE AGREEMENT ("Agreement") entered
into as of the 25 day of November 2008 by and among Able Income Fund, LLC (the
“Secured Party”), and those persons identified on the signature page hereof
(each a “Pledgor”).

    


    RECITALS

    


    A.    Pledgor has
agreed to pledge certain shares as security for: (i) the performance by Valcom,
Inc., a Delaware corporation  of its obligations under its 15% Secured
Convertible Debenture Series A in an aggregate face amount of One Hundred
Thousand and 00/100 Dollars ($100,000.00) payable to the Secured Party (the
“Debenture”)
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
Debenture.

     

    B.    The Secured
Party is willing to accept the Debenture from the Company only upon receiving
Pledgor’s 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.  Pledgor hereby pledges 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”).
Unless otherwise set forth on Schedule 1 of this Agreement, 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 Debenture.

     

    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 Pledgor 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 Debenture 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.    Pledgor’s
Warranty.  (A) Title.  Pledgor represents and
warrants hereby to the Secured Party as follows with respect to the Pledged
Shares set forth opposite such Pledgor’s name on Schedule 1 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 Debentures.

     

    (ii)    The Pledgor
is not acting, and has not 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.

     

    6.    Collection of Dividends and
Interest.  During the term of this Agreement and so long as
Pledgor is not in default under the Debentures,  Pledgor is 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, Pledgor
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.  Pledgor 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 Debenture
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 at public or private sale, at any exchange,
broker's board or at any of Secured Party's offices or elsewhere, for cash, on
credit or for future delivery, at such time or times and at such price or prices
and upon such other terms as Secured Party may deem commercially reasonable,
irrespective of the impact of any such sales on the market price of the
Collateral. 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 time 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 Debenture.  If
the Debenture 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 Debenture.

     

    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 Debenture 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
Debenture 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:

     

    Vince
Vellardita

    c/o
Valcom, Inc.

    2113A
Gulf Boulevard

    Indian
Rocks, FL 33785

    Fax
No.: 702-382-2802

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    with a
copy to:

     

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Fl.

    New York,
NY 10006

    Fax
No.: 212-930-9725

    Attn: Darrin
M. Ocasio, Esq.

     

    If to
Secured Party:

     

    Able
Income Fund LLC

    15
Valhalla Way

    Rockaway,
New Jersey 07866

    (t)
973-570 -5656

    Fax No.:
973-586-9866

     

    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.

    


    


     

    
      	 	      
              VINCE
      VELLARDITA

              


              By:
      ________________________________

              


              ___________________________________

              


              


              Able
      Income Fund, LLC

               

              By:
      ________________________________

              Title:
      _______________________________

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
Schedule
1

    


    
      	
              1.

            	
              The
      Numbers of the stock certificates evidencing 3,000,000 shares of common
      stock of Valcom, Inc., which are pledged pursuant to the Stock Pledge
      Agreement, dated November 25, 2008, are as
  follows:

            


    

     

    
    

     

    
      	
               

            	Name
      of Shareholder	Certificate
      #	#
      of Shares	 
	
              1.

            	Vince
      Vellardita	1388	1,000,000	 
	
              2.

            	Vince
      Vellardita	1375	1,000,000	 
	      
              3.

            	Vince
      Vellardita	1479	1,000,000	 
	 	 	 	 	 
	 	 	 	
              ____________________________________

              VINCE
      VELLARDITA

            


    

     

    
ACKNOWLEDGMENT

     

    


    STATE OF
______________           :

    ss:

    COUNTY OF
____________            :

    


    


    BE IT
REMEMBERED that on this ___ day of ______, 2008, before me, the subscriber,
personally appeared Vince Vellardita who, being by me duly sworn on his oath,
deposed and made proof to my satisfaction that the information and statements
set forth above are true and correct as of this date.

    


    


     

    
      	 	      
              ____________________________________

              Notary
      Public, State of

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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: Vince Vellardita

    


    Address
of Principal Residence: See Notice section

    


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

    


    Type of
Organization:
___________________________________________________________