EXHIBIT
      4.1

    


    VOCALSCAPE
      NETWORKS, INC.

    


    2006
      STOCK OPTION PLAN

    


    AS
      ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 6, 2006

    


    
      	1.  	
              PURPOSE.
                This 2006 Stock Option Plan (“Plan”) is established as a compensatory plan
                to attract, retain and provide equity incentives to selected persons
                to
                promote the financial success and progress of Vocalscape Networks,
                Inc., a
                Nevada corporation (the “Company”). Capitalized terms not previously
                defined herein are defined in Section 16 of this
                Plan.

            


    

    


    
      	2.  	
              TYPES
                OF OPTIONS AND SHARES. Options granted under this Plan (the “Options”) may
                be either

            


    

    


    
      	a.  	
              incentive
                stock options (“ISOs”) within the meaning of Section 422A of the Internal
                Revenue Code of 1986, as amended (the “Revenue Code”),
                or

            


    

    


    
      	b.  	
              nonqualified
                stock options (“NQSOs”), as designated at the time of grant. The shares of
                stock that may be purchased upon exercise of Options granted under
                this
                Plan (the “Shares”) are shares of the common stock of the
                Company.

            


    

    


    
      	3.  	
              NUMBER
                OF SHARES. The aggregate number of Shares that may be issued pursuant
                to
                options granted under this Plan is equal to twenty five percent (25%)
                of
                the issued and outstanding common stock of the Company, subject to
                adjustment as provided in this Plan. If any Option expires or is
                terminated without being exercised in whole or in part, the unexercised
                or
                released Shares from such Options shall be available for future grant
                and
                purchase under this Plan. At all times during the term of this Plan,
                the
                Company shall reserve and keep available such number of Shares as
                shall be
                required to satisfy the requirements of outstanding Options under
                this
                Plan.

            


    

    


    
      	4.  	
              ELIGIBILITY.
                Options may be granted to employees, consultants, officers, and employee
                Directors of the Company, or any Parent, Subsidiary or Affiliate
                of the
                Company (jointly “Staff Members”). Directors who are not Staff Members of
                the Company are not eligible to participate in this Plan. ISOs may
                be
                granted only to Staff Members of the Company or a Parent or Subsidiary
                of
                the Company. The Committee (as defined in Section 13) in its sole
                discretion shall select the recipients of Options (“Optionees”). An
                Optionee may be granted more than one Option under this Plan. The
                Company
                may also, from time to time, assume outstanding options granted by
                another
                company, whether in connection with an acquisition of such other
                company
                or otherwise, by either 

            


    

    


    
      	a.  	
              granting
                an Option under this Plan in replacement of the option assumed by
                the
                Company, or 

            


    

    


    
      	b.  	
              treating
                the assumed option as if it had been granted under this Plan if the
                terms
                of such assumed option could be applied to an Option granted under
                this
                Plan. Such assumption shall be permissible if the holder of the assumed
                option would have been eligible to be granted an Option hereunder
                if the
                other company had applied the rules of this Plan to such
                grant.

            


    

    


    
      	5.  	
              TERMS
                AND CONDITIONS OF OPTIONS. The Committee shall determine whether
                each
                Option is to be an ISO or an NQSO, the number of Shares subject to
                the
                Option, the exercise price of the Option, the period during which
                the
                Option may be exercised, and all other terms and conditions of the
                Option,
                subject to the following:

            


    

    


    
      	a.  	
              Form
                of Option Grant. Each Option granted under this Plan shall be evidenced
                by
                a written Stock Option Grant (the “Grant”) in such form (which need not be
                the same for each Optionee) as the Committee shall from time to time
                approve, which Grant shall comply with and be subject to the terms
                and
                conditions of this Plan.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	b.  	
              Date
                of Grant. The date of grant of an Option shall be the date on which
                the
                Committee makes the determination to grant such Option unless otherwise
                specified by the committee. The Grant representing the Option will
                be
                delivered to Optionee with a copy of this Plan within a reasonable
                time
                after the granting of the Option.

            


    

    


    
      	c.  	
              Exercise
                Price. The exercise price of an Option shall be determined by the
                Committee on the date the Option is granted; provided that the exercise
                price of an Option shall be not less than 50% of the Fair Market
                Value of
                the Shares on the date the Option is granted; and provided further
                that
                the exercise price of any Option granted to a person owning more
                than 10%
                of the total combined voting power of all classes of stock of the
                Company
                or any Parent or Subsidiary of the Company (“Ten Percent Stockholder”)
                shall not be less than 50% of the Fair Market Value of the Shares
                on the
                date the Option is granted.

            


    

    


    
      	d.  	
              Exercise
                Period. Options shall be exercisable within the times or upon the
                events
                determined by the Committee as set forth in the Grant; provided,
                however,
                that no Option shall be exercisable after the expiration of ten (10)
                years
                from the date the Option is granted (“Expiration Date”), and provided
                further that no ISO granted to a Ten Percent Stockholder shall be
                exercisable after the expiration of five (5) years from the date
                the
                Option is granted.

            


    

    


    
      	e.  	
              Limitations
                on ISOs. The aggregate Fair Market Value (determined as of the time
                an
                Option is granted) of stock with respect to which ISOs are exercisable
                for
                the first time by an Optionee during any calendar year (under this
                Plan or
                under any other incentive stock option plan of the Company or any
                Parent
                or Subsidiary of the Company) shall not exceed $100,000. If the Fair
                Market Value of Shares with respect to which ISOs are exercisable
                for the
                first time by an Optionee during any calendar year exceeds $100,000,
                the
                Options for the first $100,000 worth of Shares to become exercisable
                in
                such year shall be ISOs and the Options for the amount in excess
                of
                $100,000 that becomes exercisable in that year shall be NQSOs. In
                the
                event that the Revenue Code or the regulations promulgated thereunder
                are
                amended after the effective date of this Plan to provide for a different
                limit on the Fair Market Value of Shares permitted to be subject
                to ISOs,
                such different limit shall be incorporated herein and shall apply
                to any
                Options granted after the effective date of such
                amendment.

            


      	 	 


    

    
      	f.  	
              Options
                Non-Transferable. Options granted under this Plan, and any interest
                therein, shall not be transferable or assignable by Optionee, and
                may not
                be made subject to execution, attachment or similar process, otherwise
                than by will or by the laws of descent and distribution, and shall
                be
                exercisable during the lifetime of Optionee only by Optionee; provided,
                however, that NQSOs held by an Optionee who is not an officer or
                director
                of the Company or other person (in each case, an “Insider”) whose
                transactions in the Company’s common stock are subject to Section 16(b) of
                the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may
                be transferred to such family members, trust and charitable institutions
                as the Committee, in its sole discretion, shall approve at the time
                of the
                grant of such Option.

            


    

    


    
      	g.  	
              Assumed
                Options. In the event the Company assumes an option granted by another
                company, the terms and conditions of such option shall remain unchanged
                (except the exercise price and the number and nature of shares issuable
                upon exercise, which will be adjusted appropriately pursuant to Section
                425(c) of the Revenue Code). In the event the Company elects to grant
                a
                new option rather than assuming an existing option (as specified
                in
                Section 4), such new option may instead be granted with a similarly
                adjusted exercise price.

            


    

    


    
      	6.  	
              EXERCISE
                OF OPTIONS.

            


    

    


    
      	a.  	
              Notice.
                Options may be exercised only by delivery to the Company of a written
                stock option exercise agreement (the “Exercise Agreement”) in a form
                approved by the Committee (which need not be the same for each Optionee),
                stating the number of Shares being purchased, the restrictions imposed
                on
                the Shares, if any, and such representations and agreements regarding
                Optionee’s investment intent and access to information, if any, as may be
                required by the Company to comply with applicable securities laws,
                together with payment in full of the exercise price for the number
                of
                Shares being purchased.

            


    

    


    
      	b.  	
              Payment.
                Payment for the Shares may be made in cash, money order, certified
                check
                or bank draft or, where approved by the Committee in its sole discretion
                at the time of grant and where permitted by
                law:

            


    

    


    
      	i)  	
              by
                cancellation of indebtedness of the Company to the
                Optionee;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	ii)  	
              by
                surrender of shares of common stock of the Company having a Fair
                Market
                Value equal to the applicable exercise price of the Options, that
                have
                been owned by Optionee for more than six (6) months (and which have
                been
                paid for within the meaning of the Securities and Exchange Commission
                (“SEC”) Rule 144 and, if such shares were purchased from the Company by
                use of a promissory note, such note has been fully paid with respect
                to
                such shares), or were obtained by Optionee in the open public
                market;

            


    

    


    
      	iii)  	
              by
                tender of a full recourse promissory note having such terms as may
                be
                approved by the Committee and bearing interest at a rate sufficient
                to
                avoid imputation of income under Sections 483 and 1274 of the Revenue
                Code, provided that the portion of the exercise price equal to the
                par
                value of the Shares, if any, must be paid in cash or other legal
                consideration;

            


    

    


    
      	iv)  	
              by
                waiver of compensation due or accrued to Optionee for services
                rendered;

            


    

    


    
      	v)  	
              through
                a special sale and remittance procedure pursuant to which Optionee
                (or any
                other person or persons exercising the option) shall concurrently
                provide
                irrevocable instructions to:

            


    

    


    
      	(A)  	
              a
                Company-designated brokerage firm to effect the immediate sale of
                the
                purchased shares and remit to the Company, out of the sale proceeds
                available on the settlement date, sufficient funds to cover the aggregate
                Exercise Price payable for the purchased shares plus all applicable
                Federal, state and local income and employment taxes required to
                be
                withheld by the Company by reason of such exercise
                and,

            


    

    


    
      	(B)  	
              the
                Company to deliver the certificates for the purchased shares directly
                to
                such brokerage firm in order to complete the
                sale.

            


    

    


    
      	c.  	
              Withholding
                Taxes. Prior to issuance of the Shares upon exercise of an Option,
                Optionee shall pay or make adequate provision for any federal, state
                or
                provincial withholding obligations of the Company, if
                applicable.

            


    

    


    
      	d.  	
              Limitations
                on Exercise. Notwithstanding the exercise periods set forth in the
                Grant,
                exercise of an Option shall always be subject to the
                following:

            


    

    


    
      	i)  	
              If
                Optionee ceases to be employed by the Company or any Parent, Subsidiary
                or
                Affiliate of the Company for any reason except death or disability,
                Optionee may exercise such Optionee’s Options to the extent (and only to
                the extent) that they would have been exercisable upon the earlier
                of:

            


    

    


    
      	(A)  	
              3
                months after Termination Date or 

            


    

    


    
      	(B)  	
              the
                time period specified in the Grant

            


    

    


    but
      in
      any event, no later than the Expiration Date of the Options.

    


    
      	ii)  	
              If
                Optionee’s employment with the Company or any Parent, Subsidiary or
                Affiliate of the Company is terminated because of the death of Optionee
                or
                disability of Optionee within the meaning of Section 22(e)(3) of
                the
                Revenue Code, Optionee’s Options may be exercised to the extent (and only
                to the extent) that they would have been exercisable by Optionee
                on the
                date of termination, by Optionee (or Optionee’s legal representative) upon
                the earlier of:

            


    

    


    
      	(A)  	
              twelve
                (12) months after the date of termination
                or,

            


    

    


    
      	(B)  	
              such
                shorter time period as may be specified in the Grant,
                

            


    

    but
      in
      any event, no later than the Expiration Date of the Options.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	iii)  	
              The
                Committee shall have discretion to determine whether Optionee has
                ceased
                to be employed by the Company or any Parent, Subsidiary or Affiliate
                of
                the Company and the effective date on which such employment or other
                relationship terminated.

            


    

    


    
      	iv)  	
              The
                Committee may specify a reasonable minimum number of Shares that
                may be
                purchased on any exercise of an Option, provided that such minimum
                number
                will not prevent Optionee from exercising the full number of Shares
                as to
                which the Option is then
                exercisable.

            


    

    


    
      	v)  	
              An
                Option shall not be exercisable unless such exercise is in compliance
                with
                the Securities Act of 1933, as amended (the “Securities Act”), all
                applicable state securities laws and the requirements of any stock
                exchange or national market system upon which the Shares may then
                be
                listed, as they are in effect on the date of exercise. The Company
                shall
                be under no obligation to register the Shares with the SEC or to
                effect
                compliance with the registration, qualification or listing requirements
                of
                any state securities laws, stock exchange or national market system,
                and
                the Company shall have no liability for any inability or failure
                to do
                so.

            


    

     

    
      	7.  	
              MODIFICATION,
                EXTENSION AND RENEWAL OF OPTIONS. The Committee shall have the power
                to
                modify, extend or renew outstanding Options and to authorize the
                grant of
                new Options in substitution therefor, provided that any such action
                may
                not, without the written consent of Optionee, impair any rights under
                any
                Option previously granted. Any outstanding ISO that is modified,
                extended,
                renewed or otherwise altered shall be treated in accordance with
                Section
                424(h) of the Revenue Code. The Committee shall have the power to
                reduce
                the exercise price of outstanding Options without the consent of
                Optionee
                by a written notice to the Optionee affected; provided, however,
                that the
                exercise price per Share may not be reduced below the minimum exercise
                price that would be permitted under Section 5(c) of this Plan for
                Options
                granted on the date the action is taken to reduce the exercise
                price.

            


    

    


    
      	8.  	
              PRIVILEGES
                OF STOCK OWNERSHIP. No Optionee shall have any of the rights of a
                stockholder with respect to any Shares subject to an Option until
                such
                Option is properly exercised. No adjustment shall be made for dividends
                or
                distributions or other rights for which the record date is prior
                to such
                date, except as provided in this Plan. The Company shall provide
                to each
                Optionee a copy of the annual financial statements of the Company
                at such
                time after the close of each fiscal year of the Company as such statements
                are generally released by the Company to its common stockholders
                generally.

            


    

    


    
      	9.  	
              NO
                OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
                under
                this Plan shall confer on any Optionee any right to continue in the
                employ
                of, or other relationship with, the Company or any Parent, Subsidiary
                or
                Affiliate of the Company or limit in any way the right of the Company
                or
                any Parent, Subsidiary or Affiliate of the Company to terminate Optionee’s
                employment or other relationship at any time, with or without
                cause.

            


    

    


    
      	10.  	
              ADJUSTMENT
                OF OPTION SHARES. In the event that the number of outstanding shares
                of
                common stock of the Company is changed by a stock dividend, stock
                split,
                reverse stock split, combination, reclassification or similar change
                in
                the capital structure of the Company without consideration, or if
                a
                substantial portion of the assets of the Company are distributed,
                without
                consideration in a spin-off or similar transaction, to the stockholders
                of
                the Company, the number of Shares available under this Plan and the
                number
                of Shares subject to outstanding Options and the exercise price per
                Share
                of such Options shall be proportionately adjusted, subject to any
                required
                action by the Board of Directors (the “Board”) or stockholders of the
                Company and compliance with applicable securities laws; provided,
                however,
                that a fractional share shall not be issued upon exercise of any
                Option
                and any fractions of a Share that would have resulted shall either
                be
                cashed out at Fair Market Value or the number of Shares issuable
                under the
                Option shall be rounded up to the nearest whole number, as determined
                by
                the Committee; and provided further that the exercise price may not
                be
                decreased to below the par value, if any, for the
                Shares.

            


    

    


    
      	11.  	
              ASSUMPTION
                OF OPTIONS BY SUCCESSORS.

            


    

    


    
      	a.  	
              In
                the event of

            


    

    


    
      	i)  	
              a
                merger or consolidation in which the Company is not the surviving
                corporation (other than a merger or consolidation with a wholly owned
                subsidiary, a reincorporation, or other transaction in which there
                is no
                substantial change in the stockholders of the corporation and the
                Options
                granted under this Plan are assumed by the successor corporation,
                which
                assumption shall be binding on all
                Optionees),

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	ii)  	
              a
                dissolution or liquidation of the
                Company,

            


    

    


    
      	iii)  	
              the
                sale of substantially all of the assets of the Company,
                or

            


    

    


    
      	iv)  	
              any
                other transaction which qualifies as a “corporate transaction” under
                Section 424(a) of the Revenue Code wherein the stockholders of the
                Company
                give up all of their equity interest in the Company (except for the
                acquisition of all or substantially all of the outstanding shares
                of the
                Company),

            


    

     

    all
      outstanding Options shall, not withstanding any contrary terms of the Grant,
      accelerate and become exercisable in full prior to the consummation of such
      dissolution, liquidation, merger, sale of assets or other corporate transaction,
      at such times and on such conditions as the Board shall determine, unless the
      successor corporation assumes the outstanding Options or substitutes
      substantially equivalent options. 

    


    
      	b.  	
              In
                the event of

            


    

    


    
      	i)  	
              an
                acquisition of all or substantially all of the outstanding shares
                of the
                Company, or

            


    

     

    
      	ii)  	
              a
                change in the senior management of the Company which adversely affects
                the Employee’s position, salary or employment with the Company and as
                a result of this change the Employee or the Company decide to terminate
                the Employee’s employment,

            


    

    


    then
      all
      outstanding Options shall, not withstanding any contrary terms of the Grant,
      accelerate and become exercisable in full. If the Fair Market Value of Shares
      with respect to which all ISOs are first exercisable in such calendar year
      exceeds $100,000, the Options for the first $100,000 worth of Shares to become
      exercisable in that year shall be ISOs and the Options for the amount in excess
      of $100,000 shall be NQSOs.

    


    
      	c.  	
              Subject
                to the foregoing provisions of this Section 11, in the event of the
                occurrence of any transaction described in Section 11(a), any outstanding
                Option shall be treated as provided in the applicable agreement or
                plan of
                merger, consolidation, dissolution, liquidation, sale of assets or
                other
                “corporate transaction”.

            


    

    


    
      	12.  	
              ADOPTION
                AND STOCKHOLDER APPROVAL. This Plan shall become effective on the
                date
                that it is adopted by the Board of Directors of the Company. After
                the
                Company becomes subject to Section 16(b) of the Exchange Act, the
                Company
                will comply with the requirements of Rule 16b-3 with respect to
                stockholder approval.

            


    

    


    
      	13.  	
              ADMINISTRATION.
                This Plan may be administered by the Board or a committee appointed
                by the
                Board (the “Committee”). If at the earlier of October 1, 2006 or the date
                that the Board resolves to conform to the amended Rules promulgated
                by the
                SEC effective May 1, 1998 pursuant to Section 16 of the Exchange
                Act, the
                Board is not comprised entirely of Disinterested Persons, the Company
                will
                take appropriate steps to comply with the disinterested director
                requirements of Section 16(b) of the Exchange Act, which may consist
                of
                the appointment by the Board of a Committee consisting of not less
                than
                two (2) persons (who are members of the Board), each of whom is a
                Disinterested Person. As used in this Plan, references to the “Committee”
                shall mean either the committee appointed by the Board to administer
                this
                Plan or the Board if no committee has been established. The interpretation
                by the Committee of any of the provisions of this Plan or any Option
                granted under this Plan shall be final and binding upon the Company
                and
                all persons having an interest in any Option or any Shares purchased
                pursuant to an Option. The Committee may delegate to officers of
                the
                Company the authority to grant Options under this Plan to Optionees
                who
                are not Insiders of the Company.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	14.  	
              TERM
                OF PLAN. Options may be granted pursuant to this Plan from time to
                time
                within a period of ten (10) years from the date on which this Plan
                is
                adopted by the Board.

            


    

    


    
      	15.  	
              AMENDMENT
                OR TERMINATION OF PLAN. The Committee may at any time terminate or
                amend
                this Plan in any respect including (but not limited to) amendment
                of any
                form of grant, exercise agreement or instrument to be executed pursuant
                to
                this Plan; provided, however, that the Committee shall not, without
                the
                approval of the stockholders of the company, amend this Plan in any
                manner
                that requires such stockholder approval pursuant to the Revenue Code
                or
                the regulations promulgated thereunder as such provisions apply to
                ISO
                plans or pursuant to the Exchange Act or Rule 16b-3 (or its successor)
                promulgated thereunder.

            


    

    


    
      	16.  	
              CERTAIN
                DEFINITIONS. As used in this Plan, the following terms shall have
                the
                following meanings:

            


    

    


    
      	a.  	
              “Parent”
                means any corporation (other than the Company) in an unbroken chain
                of
                corporations ending with the Company if, at the time of the granting
                of
                the Option, each of such corporations other than the Company owns
                stock
                possessing 50% or more of the total combined voting power of all
                classes
                of stock in one of the other corporations in such
                chain.

            


    

    


    
      	b.  	
              “Subsidiary”
                means any corporation (other than the Company) in an unbroken chain
                of
                corporations beginning with the Company if, at the time of granting
                of the
                Option, each of the corporations other than the last corporation
                in the
                unbroken chain owns stock possessing 50% or more of the total combined
                voting power of all classes of stock in one of the other corporations
                in
                such chain.

            


    

    


    


    
      	c.  	
              “Affiliate”
                means any corporation that directly, or indirectly through one or
                more
                intermediaries, controls or is controlled by, or is under common
                control
                with, another corporation, where “control” (including the terms
                “controlled by” and “under common control with”) means the possession,
                direct or indirect, of the power to cause the direction of the management
                and policies of the corporation, whether through the ownership of
                voting
                securities, by contract or
                otherwise.

            


    

    


    
      	d.  	
              “Disinterested
                Person” means a director who is not, during the period that he is a member
                of the Committee and for one (1) year prior to service as a member
                of the
                Committee, granted or awarded equity securities pursuant to this
                Plan or
                any other plan of the Company or any Parent, Subsidiary or Affiliate
                of
                the Company, except in accordance with the requirements set forth
                in Rule
                16b-3(c)(2), as promulgated by the SEC under Section 16(b) of the
                Exchange
                act, as such Rule is amended from time to time and as interpreted
                by the
                SEC.

            


    

    


    
      	e.  	
              “Fair
                Market Value” shall mean the fair market value of the Shares as determined
                by the Committee from time to time in good faith. In the event the
                common
                stock of the Company is listed on a stock exchange or on the NASD
                OTC
                Bulletin Board System, the Fair Market Value shall be the closing
                bid
                price of the Corporation’s common stock on the date of
                determination.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    VOCALSCAPE
      NETWORKS, INC.

    INCENTIVE
      STOCK OPTION GRANT


    


    Vocalscape
      Networks, Inc., a Nevada corporation (the “Company”), hereby grants to the
      optionee named below (the “Optionee”), an incentive stock option (the “ISO”)
      under the Company’s 2006 Stock Option Plan, as amended (the “Plan”), to purchase
      the total number of shares set forth below of common stock of the Company (the
      “Option Shares”) at the exercise price per share set forth below (the “Exercise
      Price”). The option is subject to all the terms and conditions of the Incentive
      Stock Option Grant including the terms and conditions contained in the attached
      Appendix A (the “Grant”) and the Plan, the provisions of which are incorporated
      herein by reference. The principal features of the option are as
      follows:

    


    
      	
              Optionee:

            	 	 
	 	 	 
	
              Address:

            	 	 
	 	 	 
	
              Number
                of Option Shares:

            	 	 
	 	 	 
	
              Exercise
                Price per Share:

            	 	 
	 	 	 
	
              Date
                of Grant:

            	 	 
	 	 	 
	
              Expiration
                Date:

            	 	 
	 	 	 
	
              Post
                Termination Exercise:

            	 	 
	 	 	 
	
              Vest
                Start Date:

            	 	 


    

    


    Subject
      to the terms and conditions of the Plan and this Grant, the ISO shall vest
      in
      equal monthly amounts for __ months on the 1st day of each calendar month until
      the earlier of (1) the date the option becomes fully vested or (2) the date
      the
      Optionee ceases to be employed. An Optionee shall be deemed to have worked
      a
      calendar month if Optionee has worked any portion of that month. Vesting will
      be
      suspended during any unpaid leave of absence. Optionee may first exercise the
      ISO with respect to the vested Option Shares on the first day of the 7th month
      from Vest Start Date. Optionee may then exercise the ISO with respect to vested
      Option Shares at any time until expiration or termination.

    


    PLEASE
      READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
      THE
      ISO.

    
      	 	 	 	 
	
              Vocalscape
                Networks, Inc. 

            	 	
            
	 	 	 	 
	Per:	 	 	 
	
            	
              

              Ron
                McIntyre, President

            	 	
            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    VOCALSCAPE
      NETWORKS, INC.

    INCENTIVE
      STOCK OPTION GRANT

    


    ACCEPTANCE


    


    Optionee
      hereby acknowledges, represents and warrants that a copy of the Plan, as
      amended, is available upon request from the Administration department and can
      also be accessed electronically. Optionee acknowledges, represents and
      warrants that Optionee has read and understands the terms and conditions
      thereof, and accepts the Option subject to all the terms and conditions of
      the
      Plan and the Grant.

    


    OPTIONEE
      ACKNOWLEDGES THAT THERE MAY BE ADVERSE TAX CONSEQUENCES UPON EXERCISE OF THE
      OPTION AND THAT OPTIONEE SHOULD CONSULT A TAX ADVISER PRIOR TO SUCH
      EXERCISE.

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              

              Optionee

            	 	 	
            
	
            	 	 	
            




    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    VOCALSCAPE
      NETWORKS, INC.

    NONQUALIFIED
      STOCK OPTION GRANT


    


    Vocalscape
      Networks, Inc., a Nevada corporation (the “Company”), hereby grants to the
      optionee named below (the “Optionee”), a non-qualified stock option (the
“Option”) under the Company’s 2006 Stock Option Plan, as amended (the “Plan”),
      to purchase the total number of shares set forth below of common stock of the
      Company (the “Option Shares”) at the exercise price per share set forth below
      (the “Exercise Price”). The option is subject to all the terms and conditions of
      the Nonqualified Stock Option Grant including the terms and conditions contained
      in the attached Appendix A (the “Grant”) and the Plan, the provisions of which
      are incorporated herein by reference. The principal features of the option
      are
      as follows:

    
      


      
        	
                Optionee:

              	 	 
	 	 	 
	
                Address:

              	 	 
	 	 	 
	
                Number
                  of Option Shares:

              	 	 
	 	 	 
	
                Exercise
                  Price per Share:

              	 	 
	 	 	 
	
                Date
                  of Grant:

              	 	 
	 	 	 
	
                Expiration
                  Date:

              	 	 
	 	 	 
	
                Vest
                  Start Date:

              	 	 


      

      
Subject
        to the terms and conditions of the Plan and this Grant, the Option shall
        vest in
        equal monthly amounts for __ months on the 1st day of each calendar month
        until
        the earlier of (1) the date the option becomes fully vested or (2) the date
        the
        Optionee ceases to be employed. An Optionee shall be deemed to have worked
        a
        calendar month if Optionee has worked any portion of that month. Vesting
        will be
        suspended during any unpaid leave of absence. Optionee may first exercise
        the
        Option with respect to the vested Option Shares on the first day of the 7th
        month from Vest Start Date. Optionee may then exercise the Option with respect
        to vested Option Shares at any time until expiration or
        termination.

    

    


    PLEASE
      READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
      THE
      OPTION.

    
      
        	 	 	 	 
	
                Vocalscape
                  Networks, Inc. 

              	 	
              
	 	 	 	 
	Per:	 	 	 
	
              	
                

                Ron
                  McIntyre, President

              	 	
              
	
              	 	 	
              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    VOCALSCAPE
      NETWORKS, INC.

    NONQUALIFIED
      STOCK OPTION GRANT

    


    ACCEPTANCE


    


    Optionee
      hereby acknowledges that a copy of the Plan, as amended, is available upon
      request from the Administration department and can also be accessed
      electronically. Optionee represents that Optionee has read and understands
      the
      terms and conditions thereof, and accepts the Option subject to all the terms
      and conditions of the Plan and the Grant.

    


    OPTIONEE
      ACKNOWLEDGES THAT THERE MAY BE ADVERSE TAX CONSEQUENCES UPON EXERCISE OF THE
      OPTION AND THAT OPTIONEE SHOULD CONSULT A TAX ADVISER PRIOR TO SUCH
      EXERCISE.

    
      
        	 	 	 	 
	 	 	 	 
	
              	 	 	
              
	
                

                Optionee

              	 	 	
              
	
              	 	 	
              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

    

    VOCALSCAPE
      NETWORKS, INC.

    NONQUALIFIED
      STOCK OPTION TERMS AND CONDITIONS

    UNDER
      THE 2006 STOCK OPTION PLAN


    


    
      	1.  	
              Form
                of Option Grant. Each Option granted under the Plan shall be evidenced
                by
                a written Stock Option Grant (the “Grant”) in such form (which need not be
                the same for each Optionee) as the Committee shall from time to time
                approve, which Grant shall comply with and be subject to the terms
                and
                conditions of the Plan.

            


    

    


    
      	2.  	
              Date
                of Grant. The date of grant of the Option shall be the date on which
                the
                Committee makes the determination to grant such Option unless otherwise
                specified by the committee. The Grant representing the Option will
                be
                delivered to Optionee within a reasonable time after the granting
                of the
                Option. Copies of the Plan will be available electronically and can
                also
                be obtained by contacting the Stock Administration
                Department.

            


    

    


    
      	3.  	
              Exercise
                Price. The exercise price of the Option shall be determined by the
                Committee on the date the Option is granted; provided that the exercise
                price of the Option shall be not less than 80% of the Fair Market
                Value of
                the Shares on the date the Option is
                granted.

            


    

    


    
      	4.  	
              Exercise
                Period. Options shall be exercisable within the times or upon the
                events
                determined by the Committee as set forth in the Grant; provided,
                however,
                that no Option shall be exercisable after the expiration of ten (10)
                years
                from the date the Option is
                granted.

            


    

    


    
      	5.  	
              Restrictions
                on Exercise. Exercise of the Option is subject to the following
                limitations:

            


    

    


    
      	a.  	
              The
                Option may not be exercised until the Plan has been approved by the
                Directors of the Company as set forth in the
                Plan.

            


    

    


    
      	b.  	
              The
                Option may not be exercised unless such exercise is in compliance
                with the
                Securities Act of 1933, as amended, the Exchange Act of 1934, as
                amended,
                all applicable state securities laws, and the requirements of any
                stock
                exchange or national market system on which the Company’s Common Stock may
                be listed, as they are in effect on the date of
                exercise.

            


    

    


    
      	c.  	
              The
                Option may be exercised even if there is outstanding, within the
                meaning
                of Section 422A(c)(7) of the Internal Revenue Code of 1954, as amended
                (the “Code”), any incentive stock option to purchase stock of the Company
                or its Parent or Subsidiary (as defined in the plan) that was granted
                to
                the Optionee before the grant of the
                Option.

            


    

    


    
      	6.  	
              Termination
                of Option.

            


    

    


    
      	a.  	
              Except
                as provided in this section, the Option shall terminate in whole
                if
                Optionee ceases to be a Staff Member of the Company and may not be
                exercised to the extent terminated. If the Optionee ceases to be
                a Staff
                Member of the Company for any reason except by death or disability,
                the
                Option, to the extent it is exercisable on the date on which the
                Optionee
                ceases to be a Staff Member (the “Termination Date”), may be exercised by
                the Optionee within three (3) months after the Termination Date (or
                such
                shorter time period as may be specified in the Grant), but in no
                event
                later than the Expiration Date.

            


    

    


    
      	b.  	
              Except
                as provided in this section, the Option shall terminate in part,
                if
                Optionee ceases to be a full time Staff Member of the Company but
                remains
                a Staff Member of the Company, and may not be exercised to the extent
                terminated. If the Optionee ceases to be a full time Staff Member
                of the
                Company for any reason other than disability, the Option, to the
                extent it
                is exercisable on the date on which the Optionee ceases to be a full
                time
                Staff Member, may be exercised by the Optionee within three (3) months
                after the Termination Date (or such shorter time period as may be
                specified in the Grant), but in no event later than the Expiration
                Date.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	i)  	
              An
                Optionee shall be deemed to be a “full time” Staff Member if Optionee
                works not less than 40 hours per week, unless prevailed upon by local
                law.

            


    

    


    
      	ii)  	
              Except
                as to the number of Option Shares for which the Option terminates
                in
                accordance with subsection (b)(iii) below, the Option shall continue
                to
                vest with respect to Option Shares in equal monthly amounts from
                the
                Termination Date to the time the Optionee has been continuously employed
                __ calendar months from the vest start date set forth in the
                Grant.

            


    

    


    
      	iii)  	
              The
                number of Option Shares for which the Option shall terminate in accordance
                with this Paragraph will be determined by multiplying the total number
                of
                Option Shares by the following
                fraction:

            


    

    


    40
      minus [number of hours regularly worked per week]

    40

    


    
      	c.  	
              If
                the Optionee’s employment with the Company is terminated because of the
                death of the Optionee or disability of the Optionee within the meaning
                of
                Section 22(e)(3) of the Code, the Option, to the extent that it is
                exercisable on the Termination Date, may be exercised by the Optionee
                (or
                the Optionee’s legal representative) at any time prior to the expiration
                of twelve (12) months after the Termination Date (or such shorter
                time
                period as may be specified in the Grant), but in any event no later
                than
                the Expiration Date.

            


    

    


    
      	d.  	
              Nothing
                in the Plan or the Grant shall confer on Optionee any right to continue
                in
                the employ of, or other relationship with, the Company or any Parent,
                Subsidiary or Affiliate of the Company or limit in any way the right
                of
                the Company or any Parent, Subsidiary or Affiliate of the Company
                to
                terminate Optionee’s employment or other relationship at any time, with or
                without cause.

            


    

    


    
      	7.  	
              Manner
                of Exercise.

            


    

    


    
      	a.  	
              The
                Option shall be exercisable by delivery to the Company of written
                notice
                in the form attached hereto as Exhibit A, or in such other form as
                may be
                approved by the Board of Directors of the Company, which shall set
                forth
                the Optionee’s election to exercise the Option, the number of Option
                Shares being purchased, and such other representations and agreements
                as
                to the Optionee’s investment intent and access to information as may be
                required by the Company to comply with applicable securities
                laws.

            


    

    


    
      	b.  	
              Such
                notice shall be accompanied by full payment of the Exercise
                Price

            


    

    


    
      	i)  	
              in
                cash, money order, certified check or bank
                draft,

            


    

    


    
      	ii)  	
              by
                tender of shares of Common Stock of the Company having a fair market
                value
                equal to the Exercise Price; or

            


    

    


    
      	iii)  	
              a
                combination of the foregoing, provided that a portion of the exercise
                price equal to the par value of the Shares, if any, must be paid
                in cash
                or other legal consideration as outlined in Paragraph 6 b. of the
                2006
                Stock Option Plan.

            


    

    


    
      	c.  	
              Prior
                to the issuance of the Option Shares upon exercise of the Option,
                the
                Optionee must pay or make adequate provision for any applicable federal,
                state, or provincial withholding obligations of the
                Company.

            


    

    


    
      	d.  	
              Provided
                that such notice and payment are in form and substance satisfactory
                to
                counsel for the Company, the Company shall issue the Option Shares
                registered in the name of the Optionee or the Optionee’s legal
                representative.

            


    

    


    
      	8.  	
              Compliance
                with Laws and Regulations. The issuance and transfer of Option Shares
                shall be subject to compliance by the Company and the Optionee with
                all
                applicable requirements of federal and state laws and with all applicable
                requirements of any stock exchange or national market system on which
                the
                Company’s Common Stock may be listed at the time of such issuance or
                transfer.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	9.  	
              Non-transferability
                of Option. The Option may not be transferred in any manner other
                than by
                will or by the laws of descent and distribution and may be exercised
                during the lifetime of the Optionee only by the Optionee. The terms
                of the
                Option shall be binding upon the executors, administrators, successors
                and
                assigns of the Optionee.

            


    

    


    
      	10.  	
              Tax
                Consequences. Set forth below is a brief summary as of the date the
                form
                of grant was adopted of some of the federal and Nevada tax consequences
                of
                exercise of the Option and disposition of the Shares. Additional
                information is included in the Plan, as amended. THIS SUMMARY IS
                NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
                TO
                CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
                OPTION
                OR DISPOSING OF THE SHARES.

            


    

    


    
      	a.  	
              Exercise.
                Upon exercise, Optionee will recognize compensation income (taxable
                at
                ordinary income tax rates) equal to the excess, if any, of the fair
                market
                value of the Shares on the date of exercise over the Exercise Price.
                The
                Company may be required to withhold from Optionee’s compensation or
                collect from Optionee and pay to the applicable taxing authorities
                an
                amount equal to a percentage of this compensation income at the time
                of
                exercise.

            


    

    
      	 	 


      	b.  	
              Disposition
                of the Shares. For federal tax purposes, if the Shares are held for
                more
                than twelve (12) months but not more than eighteen (18) months after
                the
                date of transfer of the Shares pursuant to the exercise of a nonqualified
                stock option, any gain realized on the disposition of the Shares
                will be
                treated as mid-term capital gain. If the Shares are held for more
                than
                eighteen (18) months, any such gain will be treated as long-term
                capital
                gain. The maximum mid-term capital gain rate is twenty-eight percent
                (28%)
                and the maximum long-term capital gain rate is twenty percent
                (20%).

            


    

    


    
      	11.  	
              Interpretation.
                Any dispute regarding the interpretation of this agreement shall
                be
                submitted by Optionee or the Company forthwith to the Company’s Board of
                Directors or the committee thereof that administers the Plan, which
                shall
                review such dispute at its next regular meeting. The resolution of
                such a
                dispute by the Board or committee shall be final and binding on the
                Company and on Optionee.

            


    

    


    
      	12.  	
              Entire
                Agreement. The Exercise Notice and Agreement attached as Exhibit
                A and the
                Plan available upon request from the Stock Administration department
                and
                also accessible electronically is incorporated herein by reference.
                The
                Grant, the Plan and the Exercise Notice and Agreement constitute
                the
                entire agreement of the parties and supersede all prior undertakings
                and
                agreements with respect to the subject matter
                hereof.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A TO THE GRANT AGREEMENT

    STOCK
      OPTION EXERCISE NOTICE AND AGREEMENT

    


    


    Vocalscape
      Networks, Inc.

    305
      -
      1847 West Broadway

    Vancouver,
      British Columbia

    Canada
      V6J 1Y6

     

    Attention:
      Stock Administrator

    


    
      	1.  	
              Exercise
                of Option. The undersigned (“Optionee”) hereby elects to exercise
                Optionee’s option to purchase ___________ shares of the Common Stock (the
                “Option Shares”) of Vocalscape Networks, Inc. (the “Company”) under and
                pursuant to the Company’s 2006 Stock Option Plan (the “Plan”) and the
                stock option grant numbered #________
                and dated ____________________________ (the “Grant”). The terms and
                conditions of the Plan and the Grant are hereby incorporated into
                and made
                a part of this Agreement by this
                reference.

            


    

    


    
      	2.  	
              Representations
                of Optionee. Optionee hereby acknowledges, represents and warrants
                that
                Optionee has received, read and understood the Plan and the Grant
                and will
                abide by and be bound by their terms and
                conditions.

            


    

    


    
      	3.  	
              Compliance
                with Securities Laws. Optionee understands and acknowledges that
                the
                exercise of any rights to purchase any Option Shares is expressly
                conditional upon compliance with the Securities Act of 1933, the
                Exchange
                Act of 1934, the requirements of any stock exchange or national market
                system on which the Company’s stock may be listed, and all applicable
                state securities laws. Optionee agrees to cooperate with the Company
                to
                ensure compliance with such laws.

            


    

    


    
      	4.  	
              Stop
                Transfer Notices. Optionee understands and agrees that the Company
                may
                issue appropriate “stop transfer” instructions to its transfer agent to
                ensure compliance with the restrictions on
                transfer.

            


    

     

    
      	5.  	
              Tax
                Consequences. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
                TAX
                CONSEQUENCES AS A RESULT OF OPTIONEE’S PURCHASE OR DISPOSITION OF THE
                OPTION SHARES. OPTIONEE ACKNOWLEDGES,
                REPRESENTS AND WARRANTS
                THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS
                ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE OPTION
                SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX
                ADVICE.
                IN PARTICULAR, IF OPTIONEE IS AN INSIDER SUBJECT TO SECTION 16(B)
                OF THE
                EXCHANGE ACT, OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH
                OPTIONEE’S TAX ADVISERS CONCERNING THE ADVISABILITY OF FILING AN 83(B)
                ELECTION WITH THE INTERNAL REVENUE
                SERVICE.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	6.  	
              Delivery
                of Payment. Optionee herewith delivers to the Company the aggregate
                purchase price of the Option Shares that Optionee has elected to
                purchase
                and has made provision for the payment of any federal, state or provincial
                withholding taxes required to be paid or withheld by the
                Company.

            


    

    


    
      	7.  	
              Entire
                Agreement. This Exercise Agreement, the Plan and the Grant constitute
                the
                entire agreement of the parties and supersede in their entirety all
                prior
                undertakings and agreements of the Company and Optionee with respect
                to
                the subject matter hereof.

            


    

    


    
      	8.  	
              Choice
                of Law. The parties hereto acknowledge and agree to attorn to the
                jurisdiction of Washington for the choice of law governing this Agreement
                and acknowledge and agree that this Agreement is governed by the laws
                of Washington, U.S.A., without giving effect to the conflict of laws
                principles thereof.

            


    

     

    
      	Submitted
              by:	 	 	
              Accepted
                by:

            
	 	 	 	 
	OPTIONEE:	 	 	
              Vocalscape
                Networks, Inc.

            
	 	 	 	 
	 	 	 	Per:
	
              

            	 	 	
              

              Ron
                McIntyre, President

            
	 	 	 	 
	 	 	 	 
	
              
(Print
              Name)	 	 	 
	 	 	 	 
	Dated:	 	 	Dated:
	
              
 	 	 	
              
 


    

     

     

    15