EXHIBIT 4

AMENDED  AND RESTATED NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
(AMENDMENT  NO.2)
                        TELECOMMUNICATION PRODUCTS, INC.
                              AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                               RETAINER STOCK PLAN
                                                               (AMENDMENT  NO2)
1.  Introduction.

This  plan  shall be known as the "Telecommunication Products, Inc. Non-Employee
Directors  and  Consultants  Retainer  Stock  Plan"  (Amendment  No  2)  and  is
hereinafter  referred  to  as the "Plan". The purposes of the Plan are to enable
Telecommunication Products, Inc., a Colorado corporation ("Company"), to promote
the  interests  of  the Company and its shareholders by attracting and retaining
non-employee  Directors and Consultants capable of furthering the future success
of  the Company and by aligning their economic interests more closely with those
of  the  Company's shareholders, by paying their retainer or fees in the form of
shares  of  the Company's common stock, par value one tenth of one cent ($0.001)
per  share  (Common  Stock").

2.  Definitions.

The  following  terms  shall  have  the  meanings  set  forth  below:

"Board"  means  the  Board  of  Directors  of  the  Company.

"Change  of  Control"  has  the  meaning  set  forth  in  Section  12(d).

"Code"  means  the  Internal Revenue Code of 1986, as amended, and the rules and
regulations  thereunder.  References  to  any  provision  of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

"Committee" means the committee that administers the Plan, as more fully defined
in  Section  13.

"Common  Stock"  has  the  meaning  set  forth  in  Section  1.

"Company"  has  the  meaning  set  forth  in  Section  1.

"Deferral  Election"  has  the  meaning  set  forth  in  Section  6.

"Deferred  Stock  Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares credited
to  such  Deferred  Stock  Account  pursuant  to  Section  7.

"Delivery  Date"  has  the  meaning  set  forth  in  Section  6.

"Director"  means an individual who is a member of the Board of Directors of the
Company.

"Dividend  Equivalent" for a given dividend or other distribution means a number
of  shares of Common Stock having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of cash, plus the fair market
value  on  the  date  of  distribution  of  any

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property, that is distributed with respect to one share of Common Stock pursuant
to such dividend or distribution; such fair market value to be determined by the
Committee  in  good  faith.

"Effective  Date"  has  the  meaning  set  forth  in  Section  3.

"Exchange  Act"  has  the  meaning  set  forth  in  Section  13(b).

"Fair Market Value" means the mean between the highest and lowest reported sales
prices  of the Common Stock on the NYSE Composite Tape or, if not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed  or  on  NASDAQ on the last trading day prior to the date with respect to
which  the  Fair  Market  Value  is  to  be  determined.

"Participant"  has  the  meaning  set  forth  in  Section  4.

"Payment  Time" means the time when a Stock Retainer is payable to a Participant
pursuant  to  Section 5 (without regard to the effect of any Deferral Election).

"Stock  Retainer"  has  the  meaning  set  forth  in  Section  5.

"Third  Anniversary"  has  the  meaning  set  forth  in  Section  6.

3.  Effective  Date  of  the  Plan.

The Plan shall be effective as of June 8, 2004 ("Effective Date"), provided that
it  is  approved  by  the  Board.

4.  Eligibility.

Each  individual  who is a Director or Consultant on the Effective Date and each
individual  who  becomes  a Director or Consultant thereafter during the term of
the  Plan,  shall  be  a  participant  ("Participant") in the Plan, in each case
during  such  period  as such individual remains a Director or Consultant and is
not an employee of the Company or any of its subsidiaries. Each credit of shares
of  Common  Stock pursuant to the Plan shall be evidenced by a written agreement
duly executed and delivered by or on behalf of the Company and a Participant, if
such  an  agreement  is  required  by  the Company to assure compliance with all
applicable  laws  and  regulations.

5.  Grants  of  Shares.

Commencing  on  the  Effective  Date,  the  amount  for  service to directors or
consultants  shall  instead  be  payable  in  shares  of  Common  Stock  ("Stock
Retainer")  pursuant  to  this Plan at the deemed issuance price of one tenth of
one  cent  ($0.001)  per  Share.

6.  Deferral  Option.

From  and  after  the  Effective  Date,  a  Participant  may make an election (a
"Deferral  Election") on an annual basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock Retainer is to be delivered:
(a)  on  the  date  which  is  three  years  after  the

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Effective Date for which it was originally payable ("Third Anniversary"), (b) on
the  date  upon  which the Participant ceases to be a Director or Consultant for
any  reason  ("Departure  Date")  or  (c)  in  five  equal  annual  installments
commencing  on the Departure Date ("Third Anniversary" and "Departure Date" each
being  referred  to  herein  as a "Delivery Date"). Such Deferral Election shall
remain  in  effect  for  each Subsequent Year unless changed, provided that, any
Deferral Election with respect to a particular Year may not be changed less than
six  (6)  months prior to the beginning of such Year and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

Any  Deferral  Election  and  any  change or revocation thereof shall be made by
delivering  written notice thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  thirtieth  (30th)  day  after  the  Effective  Date.

7.  Deferred  Stock  Accounts.

The  Company  shall  maintain  a Deferred Stock Account for each Participant who
makes  a  Deferral  Election  to  which  shall be credited, as of the applicable
Payment Time, the number of shares of Common Stock payable pursuant to the Stock
Retainer  to which the Deferral Election relates. So long as any amounts in such
Deferred  Stock Account have not been delivered to the Participant under Section
8,  each Deferred Stock Account shall be credited as of the payment date for any
dividend  paid or other distribution made with respect to the Common Stock, with
a  number  of shares of Common Stock equal to (a) the number of shares of Common
Stock  shown in such Deferred Stock Account on the record date for such dividend
or  distribution  multiplied by (b) the Dividend Equivalent for such dividend or
distribution.

8.  Delivery  of  Shares.

(a)  The  shares  of Common Stock in a Participant's Deferred Stock Account with
respect  to  any  Stock  Retainer  for  which  a Deferral Election has been made
(together  with  dividends attributable to such shares credited to such Deferred
Stock  Account)  shall be delivered in accordance with this Section 8 as soon as
practicable  after  the  applicable  Delivery  Date.  Except  with  respect to a
Deferral  Election  pursuant  to  Section  6(c),  or other agreement between the
parties,  such  shares  shall  be  delivered  at one time; provided that, if the
number  of shares so delivered includes a fractional share, such number shall be
rounded  to the nearest whole number of shares. If the Participant has in effect
a  Deferral  Election  pursuant  to  Section  6(c),  then  such  shares shall be
delivered  in  five  equal  annual  installments  (together  with  dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole  share. If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to  the

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Participant's  estate  or legal guardian, as the case may be, in accordance with
the  foregoing;  provided that, if the Participant dies with a Deferral Election
pursuant  to  Section  6(c) in effect, the Committee shall deliver all remaining
undelivered  shares  to  the  Participant's  estate immediately. References to a
Participant in this Plan shall be deemed to refer to the Participant's estate or
legal  guardian,  where  appropriate.

(b)  The  Company  may,  but shall not be required to, create a grantor trust or
utilize  an  existing  grantor  trust  (in either case, "Trust") to assist it in
accumulating  the shares of Common Stock needed to fulfill its obligations under
this Section 8. However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the Plan shall be as
general creditors of the Company, unaffected by the existence or nonexistence of
the  Trust,  except  that deliveries of Stock Retainers to Participants from the
Trust  shall,  to  the  extent  thereof,  be treated as satisfying the Company's
obligations  under  this  Section  8.

9.  Share  Certificates;  Voting  and  Other  Rights.

The  certificates  for  shares  delivered to a Participant pursuant to Section 8
above  shall  be  issued  in the name of the Participant, and from and after the
date  of  such  issuance  the  Participant  shall be entitled to all rights of a
shareholder  with  respect  to Common Stock for all such shares issued in his or
her  name,  including  the  right  to vote the shares, and the Participant shall
receive all dividends and other distributions paid or made with respect thereto.

10.  General  Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements made pursuant
thereto,  the  Company shall not be required to issue or deliver any certificate
or  certificates  for shares of Common Stock under the Plan prior to fulfillment
of  all  of  the  following  conditions:

(i)  Listing  or  approval  for listing upon official notice of issuance of such
shares  on  the New York Stock Exchange, Inc., or such other securities exchange
as  may  at  the  time  be  a  market  for  the  Common  Stock;

(ii)  Any  registration or other qualification of such shares under any state or
federal law or regulation, or the maintaining in effect of any such registration
or  other  qualification  which the Committee shall, upon the advice of counsel,
deem  necessary  or  advisable;  and

(iii) Obtaining any other consent, approval, or permit from any state or federal
governmental  agency  which  the  Committee shall, after receiving the advice of
counsel,  determine  to  be  necessary  or  advisable.

(b)  Nothing contained in the Plan shall prevent the Company from adopting other
or  additional  compensation  arrangements  for  the  Participants.

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11.  Shares  Available.

Subject  to Section 12 below, the maximum number of shares of Common Stock which
may  in  the  aggregate be paid as Stock Retainers pursuant to the Plan is Forty
Nine  Million  (49,000,000). Shares of Common Stock issueable under the Plan may
be  taken  from  treasury shares of the Company or purchased on the open market.

12.  Adjustments;  Change  of  Control.

(a) In the event that there is, at any time after the Board adopts the Plan, any
change  in  corporate  capitalization,  such  as  a  stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common Stock
at  a  price below its fair market value, reclassification, or recapitalization,
or  a  corporate  transaction,  such  as  any merger, consolidation, separation,
including  a  spin-off, or other extraordinary distribution of stock or property
of  the  Company,  any  reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or any partial or
complete  liquidation of the Company (each of the foregoing a "Transaction"), in
each  case other than any such Transaction which constitutes a Change of Control
(as  defined  below), (i) the Deferred Stock Accounts shall be credited with the
amount  and kind of shares or other property which would have been received by a
holder  of  the  number  of  shares  of Common Stock held in such Deferred Stock
Account had such shares of Common Stock been outstanding as of the effectiveness
of  any  such  Transaction, (ii) the number and kind of shares or other property
subject  to  the  Plan  shall  likewise be appropriately adjusted to reflect the
effectiveness  of  any  such  Transaction  and  (iii)  the  Committee  shall
appropriately  adjust  any  other  relevant  provisions of the Plan and any such
modification  by  the  Committee shall be binding and conclusive on all persons.

(b)  If  the  shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant to Section 12(a) into another form of property, references in
the  Plan  to  the  Common Stock shall be deemed, where appropriate, to refer to
such  other  form  of property, with such other modifications as may be required
for  the  Plan  to operate in accordance with its purposes. Without limiting the
generality  of  the foregoing, references to delivery of certificates for shares
of  Common  Stock shall be deemed to refer to delivery of cash and the incidents
of  ownership  of  any  other  property  held  in  the  Deferred Stock Accounts.

(c)  In  lieu of the adjustment contemplated by Section 12(a), in the event of a
Change  of  Control,  the  following  shall  occur  on the date of the Change of
Control:  (i)  the  shares  of  Common Stock held in each Participant's Deferred
Stock  Account  shall be deemed to be issued and outstanding as of the Change of
Control;  (ii) the Company shall forthwith deliver to each Participant who has a
Deferred  Stock  Account all of the shares of Common Stock or any other property
held  in  such Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d) For purposes of this Plan, Change of Control shall mean any of the following
events:

(i)  The  acquisition  by any individual, entity or group (within the meaning of
Section  13(d)(3)  or  14(d)(2)  of  the  Securities  Exchange  Act

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of  1934,  as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within  the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more  of  either  (a) the then outstanding shares of common stock of the Company
("Outstanding  Company  Common  Stock")  or (b) the combined voting power of the
then  outstanding voting securities of the Company entitled to vote generally in
the  election  of directors ("Outstanding Company Voting Securities"); provided,
however,  that  the  following  acquisitions  shall  not  constitute a Change of
Control: (a) any acquisition directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company), (b) any acquisition by
the Company, (c) any acquisition by any employee benefit plan (or related trust)
sponsored  or  maintained  by  the  Company or any corporation controlled by the
Company  or (d) any acquisition by any corporation pursuant to a reorganization,
merger  or  consolidation,  if,  following  such  reorganization,  merger  or
consolidation, the conditions described in clauses (a), (b) and (c) of paragraph
(iii)  of  this  Section  12(d)  are  satisfied;  or

(ii) Individuals who, as of the date hereof, constitute the Board of the Company
(as of the date hereof, "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a
director  subsequent  to  the  date  hereof  whose  election,  or nomination for
election  by  the  Company's  shareholders, was approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered  as  though such individual were a member of the Incumbent Board, but
excluding,  for  this  purpose,  any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms  are  used  in  Rule  14a-11 of Regulation 14A promulgated under the
Exchange  Act) or other actual or threatened solicitation of proxies or consents
by  or  on  behalf  of  a  Person  other  than  the  Board;  or

(iii)  Approval  by the shareholders of the Company of a reorganization, merger,
binding  share exchange or consolidation, unless, following such reorganization,
merger,  binding  share  exchange  or  consolidation (a) more than sixty percent
(60%)  of,  respectively,  the  then  outstanding  shares of common stock of the
corporation  resulting  from such reorganization, merger, binding share exchange
or  consolidation  and  the combined voting power of the then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  all or
substantially  all  of  the  individuals  and  entities  who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (b) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  twenty  percent  (20%)  or  more

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of  the  Outstanding  Company  Common  Stock  or  Outstanding  Company  Voting
Securities,  as  the  case  may  be)  beneficially owns, directly or indirectly,
twenty  percent  (20%)  or more of, respectively, the then outstanding shares of
common  stock  of  the  corporation  resulting from such reorganization, merger,
binding share exchange or consolidation or the combined voting power of the then
outstanding  voting securities of such corporation entitled to vote generally in
the  election  of  directors  and  (c) at least a majority of the members of the
board  of  directors  of  the  corporation  resulting  from such reorganization,
merger,  binding  share  exchange or consolidation were members of the Incumbent
Board  at  the time of the execution of the initial agreement providing for such
reorganization,  merger,  binding  share  exchange  or  consolidation;  or

(iv)  Approval  by the shareholders of the Company of (a) a complete liquidation
or  dissolution  of  the  Company or (b) the sale or other disposition of all or
substantially  all  of  the  assets of the Company, other than to a corporation,
with  respect  to  which following such sale or other disposition, (x) more than
sixty  percent  (60%)  of,  respectively,  the then outstanding shares of common
stock  of such corporation and the combined voting power of the then outstanding
voting  securities  of  s0uch  corporation  entitled  to  vote  generally in the
election  of di0rectors is then beneficially owned, directly or indirectly, 00by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (y) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to such sale or other disposition, directly or indirectly, twenty percent
(20%)  or  more  of  the Outstanding Company Common Stock or Outstanding Company
Voting  Securities,  as  the  case  may  be)  beneficially  owns,  directly  or
indirectly,  twenty percent (20%) or more of, respectively, the then outstanding
shares  of common stock of such corporation and the combined voting power of the
then  outstanding  voting  securities  of  such  corporation  entitled  to  vote
generally  in  the  election  of  directors  and  (z) at least a majority of the
members  of  the  board  of  directors  of  such corporation were members of the
Incumbent  Board at the time of the execution of the initial agreement or action
of  the  Board  providing  for  such  sale or other disposition of assets of the
Company.

13.  Administration;  Amendment  and  Termination.

(a)  The  Plan  shall be administered by a committee consisting of three members
who  shall  be the current directors of the Company or senior executive officers
or  other  directors  who are not Participants as may be designated by the Chief
Executive Officer ("Committee"), which shall have full authority to construe and
interpret  the  Plan,  to  establish,  amend  and  rescind rules and regulations
relating  to  the  Plan,  and  to  take  all  such  actions  and  make  all such
determinations  in  connection  with  the  Plan  as  it  may  deem  necessary or
desirable. (b) The Board may from time to time make such amendments to the Plan,
including  to preserve or come within any exemption from liability under Section
16(b)  of  the  Securities  Exchange  Act  of  1934,  as  amended (the "Exchange

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Act"),  as  it  may  deem proper and in the best interest of the Company without
further  approval  of  the  Company's stockholders, provided that, to the extent
required  under  Colorado  law  or  to  qualify  transactions under the Plan for
exemption  under  Rule 16b-3 promulgated under the Exchange Act, no amendment to
the Plan shall be adopted without further approval of the Company's stockholders
and,  provided,  further,  that  if  and  to the extent required for the Plan to
comply  with  Rule 16b-3 promulgated under the Exchange Act, no amendment to the
Plan  shall be made more than once in any six (6) month period that would change
the  amount,  price or timing of the grants of Common Stock hereunder other than
to  comport  with  changes in the Internal Revenue Code of 1986, as amended, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  (c)  The  Board  may  terminate the Plan at any time by a vote of a
majority  of  the  members  thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on the part of
the  Board to nominate any Director for reelection by the Company's shareholders
or  to  limit  the  rights  of  the  shareholders  to  remove  any  Director.

(b)  The  Company  shall  have  the  right  to require, prior to the issuance or
delivery  of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any taxes
required  by law to be withheld with respect to the issuance or delivery of such
shares,  including  without  limitation  by the withholding of shares that would
otherwise  be  so issued or delivered, by withholding from any other payment due
to  the  Participant,  or  by  a cash payment to the Company by the Participant.

15.  Governing  Law.

The  Plan and all actions taken thereunder shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Colorado.

IN WITNESS WHEREOF, this Plan has been executed as of the 8th day of June, 2004.

Telecommunication  Products,  Inc.



By:  /s/  Robert  Russell
Robert  Russell,  President






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