USA TELCOM INTERNATIONALE
                       2004 EMPLOYEE STOCK INCENTIVE PLAN

      1. GENERAL PROVISIONS.

            1.1 PURPOSE. This Stock Incentive Plan (the "PLAN") is intended to
allow designated officers and employees (including so-called "leased employees")
(all of whom are sometimes collectively referred to herein as the "EMPLOYEES,"
or individually as the "EMPLOYEE") of USA Telcom Internationale, a Nevada
corporation (the "COMPANY") and its Subsidiaries (as that term is defined below)
which they may have from time to time (the Company and such Subsidiaries are
referred to herein as the "COMPANY") to receive certain options (the "STOCK
OPTIONS") to purchase common stock of the Company, par value $0.001 per share
(the "COMMON STOCK"), and to receive grants of the Common Stock subject to
certain restrictions (the "AWARDS"). As used in this Plan, the term "SUBSIDIARY"
shall mean each corporation which is a "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "CODE"). The purpose of this Plan is to provide the Employees with
equity-based compensation incentives who make significant and extraordinary
contributions to the long-term growth and performance of the Company, and to
attract and retain the Employees.

            1.2 ADMINISTRATION.

                  1.2.1 The Plan shall be administered by the Compensation
Committee (the "COMMITTEE") of, or appointed by, the Board of Directors of the
Company (the "BOARD"). The Committee shall select one of its members as Chairman
and shall act by vote of a majority of a quorum, or by unanimous written
consent. A majority of its members shall constitute a quorum. The Committee
shall be governed by the provisions of the Company's Bylaws and of Nevada law
applicable to the Board, except as otherwise provided herein or determined by
the Board.

                  1.2.2 The Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of this Plan, (a) to
approve the Employees nominated by the management of the Company to be granted
Awards or Stock Options; (b) to determine the number of Awards or Stock Options
to be granted to an Employee; (c) to determine the time or times at which Awards
or Stock Options shall be granted; to establish the terms and conditions upon
which Awards or Stock Options may be exercised; (d) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time of grant, provisions relating to exercisability of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock Options; and (f)
to adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan. All interpretations
and constructions of this Plan by the Committee, and all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.

                  1.2.3 The Company hereby agrees to indemnify and hold harmless
each Committee member and each Employee, and the estate and heirs of such
Committee member or Employee, against all claims, liabilities, expenses,
penalties, damages or other pecuniary losses, including legal fees, which such
Committee member or Employee, his estate or heirs may suffer as a result of his
responsibilities, obligations or duties in connection with this Plan, to the
extent that insurance, if any, does not cover the payment of such items. No
member of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option granted pursuant to this Plan.


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            1.3 ELIGIBILITY AND PARTICIPATION. The Employees eligible under this
Plan shall be approved by the Committee from those Employees who, in the opinion
of the management of the Company, are in positions which enable them to make
significant contributions to the long-term performance and growth of the
Company. In selecting the Employees to whom Award or Stock Options may be
granted, consideration shall be given to factors such as employment position,
duties and responsibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.

            1.4 SHARES SUBJECT TO THE PLAN. The maximum number of shares of the
Common Stock that may be issued pursuant to this Plan shall be 6,000,000 subject
to adjustment pursuant to the provisions of Section 4.1. If shares of the Common
Stock awarded or issued under this Plan are reacquired by the Company due to a
forfeiture or for any other reason, such shares shall be cancelled and
thereafter shall again be available for purposes of this Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased thereunder shall again be
available for purposes of this Plan.

      2. PROVISIONS RELATING TO STOCK OPTIONS.

            2.1 GRANTS OF STOCK OPTIONS. The Committee may grant Stock Options
in such amounts, at such times, and to the Employees nominated by the management
of the Company as the Committee, in its discretion, may determine. Stock Options
granted under this Plan may constitute "incentive stock options" within the
meaning of Section 422 of the Code, if so designated by the Committee on the
date of grant and if the requirements of Section 422 of the Code have been met.
The Committee may also grant Stock Options which do not constitute incentive
stock options, and any such Stock Options shall be designated non-statutory
stock options by the Committee on the date of grant. The aggregate Fair Market
Value (determined as of the time an incentive stock option is granted) of the
Common Stock with respect to which incentive stock options are exercisable for
the first time by any Employee during any one calendar year (under all plans of
the Company and any parent or subsidiary of the Company) may not exceed the
maximum amount permitted under Section 422 of the Code (currently, $100,000.00).
Non-statutory stock options shall not be subject to the limitations relating to
incentive stock options contained in the preceding sentence. Each Stock Option
shall be evidenced by a written agreement (the "OPTION AGREEMENT") in a form
approved by the Committee, which shall be executed on behalf of the Company and
by the Employee to whom the Stock Option is granted, and which shall be subject
to the terms and conditions of this Plan. In the discretion of the Committee,
Stock Options may include provisions (which need not be uniform), authorized by
the Committee, in its discretion, that accelerate an Employee's rights to
exercise Stock Options following a "Change in Control," upon termination of the
Employee's employment by the Company without "Cause" or by the Employee for
"Good Reason," as such terms are defined in Section 3.1 hereof. The holder of a
Stock Option shall not be entitled to the privileges of stock ownership as to
any shares of the Common Stock not actually issued to such holder.

            The exercise price per share for the Stock covered by a Stock Option
shall be determined by the Committee at the time of grant but in the case of
Incentive Stock Options shall not be less than 100% of the Fair Market Value on
the date of grant. If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or any parent
or subsidiary corporation and an Incentive Stock Option is granted to such
employee, the option price of such Incentive Stock Option shall be not less than
110% of the Fair Market Value on the grant date.


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            2.2 PURCHASE PRICE. The purchase price (the "EXERCISE PRICE") of
shares of the Common Stock subject to each Stock Option (the "OPTION SHARES")
shall be determined by the Committee at the time of grant but, in the case of an
incentive stock option, shall not be less than 100% percent of the Fair Market
Value on the date of the grant of the option. For an Employee holding or who is
deemed to be holding (by reason of the attribution rules applicable under
Section 424(d) of the Code) greater than 10% of the total voting power of all
stock of the Company, the Exercise Price of an incentive stock option shall be
at least 110% of the Fair Market Value of the Common Stock on the date of the
grant of the option. As used herein, "Fair Market Value" means the mean between
the highest and lowest reported sales prices of the Common Stock on the New York
Stock Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed or on The
Nasdaq Stock Market, or, if not so listed on any other national securities
exchange or The Nasdaq Stock Market, then the average of the bid price of the
Common Stock during the last five trading days on the OTC Bulletin Board
immediately preceding the last trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not then
publicly traded, then the Fair Market Value of the Common Stock shall be the
book value of the Company per share as determined on the last day of March,
June, September, or December in any year closest to the date when the
determination is to be made. For the purpose of determining book value
hereunder, book value shall be determined by adding as of the applicable date
called for herein the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items shall be divided by the number of shares of the Common Stock outstanding
as of said date, and the quotient thus obtained shall represent the book value
of each share of the Common Stock of the Company.

            2.3 OPTION PERIOD. The Stock Option period (the "TERM") shall
commence on the date of grant of the Stock Option and shall be 10 years or such
shorter period as is determined by the Committee. Each Stock Option shall
provide that it is exercisable over its term in such periodic installments as
the Committee in its sole discretion may determine. Such provisions need not be
uniform. Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") exempts persons normally subject to the reporting requirements
of Section 16(a) of the Exchange Act (the "SECTION 16 REPORTING PERSONS")
pursuant to a qualified employee stock option plan from the normal requirement
of not selling until at least six months and one day from the date the Stock
Option is granted.

            2.4 EXERCISE OF OPTIONS.

            2.4.1 Each Stock Option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal office of
the Company, together with payment of the Exercise Price and an executed Notice
and Agreement of Exercise in the form prescribed by Section 2.4.2. Payment may
be made (a) in cash, (b) by cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Section 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock Option, if such withholding is authorized by the Committee in its
discretion, (e) in the discretion of the Committee, by the delivery to the
Company of the optionee's promissory note secured by the Option Shares, bearing
interest at a rate sufficient to prevent the imputation of interest under
Sections 483 or 1274 of the Code, and having such other terms and conditions as
may be satisfactory to the Committee., or (f) if the Employee and the Company so
agree, deliver to the Optionee's NASD licensed broker-dealer and to the Company
an irrevocable notice of exercise of the option, together with irrevocable
instructions from the Optionee to the Company to deliver the Option Shares to
the broker-dealer. Upon receipt of such notice, the Company shall immediately
deliver to the Employee's broker-dealer the share certificate(s) representing
the Option Shares so purchased, and upon receipt of such certificate(s), the
broker shall sell the Option Shares and remit the purchase price for all Option
Shares then being purchased, and any withholding taxes to the Corporation.


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            2.4.2 Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a Notice
and Agreement of Exercise in a form to be determined by the Committee in its
discretion. Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "SECURITIES ACT") or
any other applicable federal or state securities laws, (b) each Option Share
certificate may be imprinted with legends reflecting any applicable federal and
state securities law restrictions and conditions, (c) the Company may comply
with said securities law restrictions and issue "stop transfer" instructions to
its Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.

            2.4.3 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and state
securities laws, and all other legal requirements, have been fully complied
with. The Company will use reasonable efforts to maintain the effectiveness of a
registration statement under the Securities Act (a "REGISTRATION STATEMENT") for
the issuance of Stock Options and shares acquired thereunder, but there may be
times when no such Registration Statement will be currently effective. The
exercise of Stock Options may be temporarily suspended without liability to the
Company during times when no such Registration Statement is currently effective,
or during times when, in the reasonable opinion of the Committee, such
suspension is necessary to preclude violation of any requirements of applicable
law or regulatory bodies having jurisdiction over the Company. If any Stock
Option would expire for any reason except the end of its term during such a
suspension, then if exercise of such Stock Option is duly tendered before its
expiration, such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of such
suspension. The Company shall have no obligation to file any Registration
Statement covering resales of Option Shares.


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            2.5 CONTINUOUS EMPLOYMENT. Except as provided in Section 2.7 below,
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company
(which shall be deemed to included Employees who are "leased" by the Company
from a third party). For purposes of this Section 2.5, the period of continuous
employment of an Employee with the Company shall be deemed to include (without
extending the term of the Stock Option) any period during which the Employee is
on leave of absence with the consent of the Company, provided that such leave of
absence shall not exceed three months and that the Employee returns to the
employ of the Company at the expiration of such leave of absence. If the
Employee fails to return to the employ of the Company at the expiration of such
leave of absence, the Employee's employment with the Company shall be deemed
terminated as of the date such leave of absence commenced. The continuous
employment of an Employee with the Company shall also be deemed to include any
period during which the Employee is a member of the Armed Forces of the United
States, provided that the Employee returns to the employ of the Company within
90 days (or such longer period as may be prescribed by law) from the date the
Employee first becomes entitled to a discharge from military service. If an
Employee does not return to the employ of the Company within 90 days (or such
longer period as may be prescribed by law) from the date the Employee first
becomes entitled to a discharge from military service, the Employee's employment
with the Company shall be deemed to have terminated as of the date the
Employee's military service ended.

            2.6 RESTRICTIONS ON TRANSFER. Each Stock Option granted under this
Plan shall be transferable only by will or the laws of descent and distribution.
No interest of any Employee under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process. Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by the Employee or by the
Employee's legal representative.

            2.7 TERMINATION OF EMPLOYMENT.

                  2.7.1 Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extent then
presently exercisable shall remain in full force and effect and may be exercised
pursuant to the provisions thereof, including expiration at the end of the fixed
term thereof, and (b) unless otherwise provided by the Committee, all Stock
Options to the extent not then presently exercisable by the Employee shall
terminate as of the date of such termination of employment and shall not be
exercisable thereafter.

                  2.7.2 Upon the termination of the employment of an Employee
with the Company for any reason other than the reasons set forth in Section
2.7.1 hereof, (a) all Stock Options to the extent then presently exercisable by
the Employee shall remain exercisable only for a period of 90 days after the
date of such termination of employment (except that the 90 day period shall be
extended to 12 months if the Employee shall die during such 90 day period), and
may be exercised pursuant to the provisions thereof, including expiration at the
end of the fixed term thereof, and (b) unless otherwise provided by the
Committee, all Stock Options to the extent not then presently exercisable by the
Employee shall terminate as of the date of such termination of employment and
shall not be exercisable thereafter.

                  2.7.3 For purposes of this Plan:

                  (a) "RETIREMENT" shall mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of 65 years; and


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                  (b) "DISABILITY" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of the Employee's employment with the
Company, which disability shall be determined (i) on medical evidence by a
licensed physician designated by the Committee, or (ii) on evidence that the
Employee has become entitled to receive primary benefits as a disabled employee
under the Social Security Act in effect on the date of such disability.

      3. PROVISIONS RELATING TO AWARDS.

            3.1 GRANT OF AWARDS. Subject to the provisions of this Plan, the
Committee shall have full and complete authority, in its discretion, but subject
to the express provisions of this Plan, to (1) grant Awards pursuant to this
Plan, (2) determine the number of shares of the Common Stock subject to each
Award (the "AWARD SHARES"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such the Common Stock, which may, in the Committee's
discretion, consist of the delivery of the Employee's promissory note meeting
the requirements of Section 2.4.1, (4) establish and modify performance criteria
for Awards, and (5) make all of the determinations necessary or advisable with
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the restrictions shall lapse), which shall be a period commencing on the date
the Award is granted and ending on such date as the Committee shall determine
(the "RESTRICTION PERIOD"). The Committee may provide for the lapse of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall determine, and for the early expiration of
the Restriction Period upon an Employee's death, Disability or Retirement as
defined in Section 2.7.3, or, following a Change of Control, upon termination of
an Employee's employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein. For purposes of this Plan:

      "CHANGE OF CONTROL" shall be deemed to occur (a) on the date the Company
first has actual knowledge that any person (as such term is used in Sections
13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as
defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power of the Company's then outstanding securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other corporation in which the Company is not the surviving corporation or in
which the Company survives as a subsidiary of another corporation, (ii) a
consolidation of the Company with any other corporation, or (iii) the sale or
disposition of all or substantially all of the Company's assets or a plan of
complete liquidation.

      "CAUSE," when used with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:

            (a) The Employee's continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company specifying the manner in which he has willfully and materially breached
such duties, other than any such failure resulting from Disability of the
Employee or his resignation for "Good Reason," as defined herein; or


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            (b) The conviction of the Employee of a felony; or

            (c) The Employee's commission of fraud in the course of his
employment with the Company, such as embezzlement or other material and
intentional violation of law against the Company; or

            (d) The Employee's gross misconduct causing material harm to the
Company.

            "GOOD REASON" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within 90 days prior to
the Employee's resignation, unless the Employee shall have consented thereto in
writing:

                  (a) The assignment to the Employee of duties inconsistent with
his executive status prior to the Change of Control or a substantive change in
the officer or officers to whom he reports from the officer or officers to whom
he reported immediately prior to the Change of Control; or

                  (b) The elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to the Change of Control; or

                  (c) A reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

                  (d) The Company requiring the Employee to be based anywhere
outside a 35-mile radius from his place of employment immediately prior to the
Change of Control, except for required travel on the Company's business to an
extent substantially consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

                  (e) The failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of salary the
Employee normally received prior to the Change of Control, given comparable
performance by the Company and the Employee; or

                  (f) The failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in Section 4.12 of this Plan) from a successor,
or the failure of such successor to perform such Assumption Agreement.

            3.2 INCENTIVE AGREEMENTS. Each Award granted under this Plan shall
be evidenced by a written agreement (an "INCENTIVE AGREEMENT") in a form
approved by the Committee and executed by the Company and the Employee to whom
the Award is granted. Each Incentive Agreement shall be subject to the terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

            3.3 WAIVER OF RESTRICTIONS. The Committee may modify or amend any
Award under this Plan or waive any restrictions or conditions applicable to the
Award; provided, however, that the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof materially increases
the benefits to any Employee, or adversely affects the rights of any Employee
without his consent.

            3.4 TERMS AND CONDITIONS OF AWARDS. Upon receipt of an Award of
shares of the Common Stock under this Plan, even during the Restriction Period,
an Employee shall be the holder of record of the shares and shall have all the
rights of a stockholder with respect to such shares, subject to the terms and
conditions of this Plan and the Award.


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                  3.4.1 Except as otherwise provided in this Section 3.4, no
shares of the Common Stock received pursuant to this Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during
the Restriction Period applicable to such shares. Any purported disposition of
such the Common Stock in violation of this Section 3.4.2 shall be null and void.

                  3.4.2 If an Employee's employment with the Company terminates
prior to the expiration of the Restriction Period for an Award, subject to any
provisions of the Award with respect to the Employee's death, Disability or
Retirement, or Change of Control, all shares of the Common Stock subject to the
Award shall be immediately forfeited by the Employee and reacquired by the
Company, and the Employee shall have no further rights with respect to the
Award. In the discretion of the Committee, an Incentive Agreement may provide
that, upon the forfeiture by an Employee of Award Shares, the Company shall
repay to the Employee the consideration (if any) which the Employee paid for the
Award Shares on the grant of the Award. In the discretion of the Committee, an
Incentive Agreement may also provide that such repayment shall include an
interest factor on such consideration from the date of the grant of the Award to
the date of such repayment.

                  3.4.3 The Committee may require under such terms and
conditions as it deems appropriate or desirable that (a) the certificates for
the Common Stock delivered under this Plan are to be held in custody by the
Company or a person or institution designated by the Company until the
Restriction Period expires, (b) such certificates shall bear a legend referring
to the restrictions on the Common Stock pursuant to this Plan, and (c) the
Employee shall have delivered to the Company a stock power endorsed in blank
relating to the Common Stock.

      4. MISCELLANEOUS PROVISIONS.

            4.1 ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

                  4.1.1 The number and class of shares subject to each
outstanding Stock Option, the Exercise Price thereof (but not the total price),
the maximum number of Stock Options that may be granted under this Plan, the
minimum number of shares as to which a Stock Option may be exercised at any one
time, and the number and class of shares subject to each outstanding Award,
shall be proportionately adjusted in the event of any increase or decrease in
the number of the issued shares of the Common Stock which results from a
split-up or consolidation of shares, payment of a stock dividend or dividends
exceeding a total of five percent for which the record dates occur in any one
fiscal year, a recapitalization (other than the conversion of convertible
securities according to their terms), a combination of shares or other like
capital adjustment, so that (a) upon exercise of the Stock Option, the Employee
shall receive the number and class of shares the Employee would have received
had the Employee been the holder of the number of shares of the Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and (b) upon
the lapse of restrictions of the Award Shares, the Employee shall receive the
number and class of shares the Employee would have received if the restrictions
on the Award Shares had lapsed on the date of such change or increase or
decrease in the number of issued shares of the Company.


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                  4.1.2 Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the Company is not
the surviving corporation or in which the Company survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the property of the Company to another corporation, or any dividend or
distribution to stockholders of more than 10 percent of the Company's assets,
adequate adjustment or other provisions shall be made by the Company or other
party to such transaction so that there shall remain and/or be substituted for
the Option Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for such Option Shares and Award Shares then remaining, as if the Employee had
been the owner of such shares as of the applicable date. Any securities so
substituted shall be subject to similar successive adjustments.

      4.2 WITHHOLDING TAXES. The Company shall have the right at the time of
exercise of any Stock Option, the grant of an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise (the "TAX LIABILITY"), to ensure the
payment of any such Tax Liability. The Company may provide for the payment of
any Tax Liability by any of the following means or a combination of such means,
as determined by the Committee in its sole and absolute discretion in the
particular case (1) by requiring the Employee to tender a cash payment to the
Company, (2) by withholding from the Employee's salary, (3) by withholding from
the Option Shares which would otherwise be issuable upon exercise of the Stock
Option, or from the Award Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Award Shares having an aggregate
Fair Market Value (determined in the manner prescribed by Section 2.2) as of the
date the withholding tax obligation arises in an amount which is equal to the
Employee's Tax Liability or (4) by any other method deemed appropriate by the
Committee. Satisfaction of the Tax Liability of a Section 16 Reporting Person
may be made by the method of payment specified in clause (3) above only if the
following two conditions are satisfied:

                  (a) The withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and one day
following the date of grant of such Stock Option or Award; and

                  (b) The withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "WITHHOLDING ELECTION") made
by the Employee at least six months in advance of the withholding of Options
Shares or Award Shares, or (ii) on a day within a 10-day "window period"
beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings.

            Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.


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      4.3 RELATIONSHIP TO OTHER EMPLOYEE BENEFIT PLANS. Stock Options and Awards
granted hereunder shall not be deemed to be salary or other compensation to any
Employee for purposes of any pension, thrift, profit-sharing, stock purchase or
any other employee benefit plan now maintained or hereafter adopted by the
Company.

      4.4 AMENDMENT AND TERMINATION. The Board of Directors may at any time
suspend, amend or terminate this Plan. No amendment, except as provided in
Section 2.8, or modification of this Plan may be adopted, except subject to
stockholder approval, which would (1) materially increase the benefits accruing
to the Employees under this Plan, (2) materially increase the number of
securities which may be issued under this Plan (except for adjustments pursuant
to Section 4.1 hereof), or (3) materially modify the requirements as to
eligibility for participation in this Plan.

      4.5 SUCCESSORS IN INTEREST. The provisions of this Plan and the actions of
the Committee shall be binding upon all heirs, successors and assigns of the
Company and of the Employees.

      4.6 OTHER DOCUMENTS. All documents prepared, executed or delivered in
connection with this Plan (including, without limitation, Option Agreements and
Incentive Agreements) shall be, in substance and form, as established and
modified by the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this Plan shall prevail.

      4.7 NO OBLIGATION TO CONTINUE EMPLOYMENT. This Plan and the grants which
might be made hereunder shall not impose any obligation on the Company to
continue to employ any Employee. Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any way by any employment contract between an Employee (or other employee) and
the Company.

      4.8 MISCONDUCT OF AN EMPLOYEE. Notwithstanding any other provision of this
Plan, if an Employee commits fraud or dishonesty toward the Company or
wrongfully uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as determined by the
Committee, in its sole and absolute discretion, the Employee shall forfeit all
rights and benefits under this Plan.

      4.9 TERM OF PLAN. This Plan was adopted by the Board effective June __,
2004. No Stock Options or Awards may be granted under this Plan after June __,
2014.

      4.10 GOVERNING LAW. This Plan shall be construed in accordance with, and
governed by, the laws of the State of Nevada.

      4.11 APPROVAL, No Stock Option shall be exercisable, or Award granted,
unless and until the Directors of the Company have approved this Plan and all
other legal requirements have been met.


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<PAGE>

      4.12 ASSUMPTION AGREEMENTS. The Company will require each successor,
(direct or indirect, whether by purchase, merger, consolidation or otherwise),
to all or substantially all of the business or assets of the Company, prior to
the consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder. Such assumption and agreement shall be set forth in a
written agreement in form and substance satisfactory to the Committee (an
"ASSUMPTION AGREEMENT"), and shall include such adjustments, if any, in the
application of the provisions of the Incentive Agreements and Stock Options and
such additional provisions, if any, as the Committee shall require and approve,
in order to preserve such benefits to the Employees. Without limiting the
generality of the foregoing, the Committee may require an Assumption Agreement
to include satisfactory undertakings by a successor:

            (a) To provide liquidity to the Employees at the end of the
Restriction Period applicable to the Common Stock awarded to them under this
Plan, or on the exercise of Stock Options;

            (b) If the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance criteria
applicable to the Common Stock awarded thereunder, to refrain from interfering
with the Company's ability to satisfy such performance criteria or to agree to
modify such performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

            (c) To require any future successor to enter into an Assumption
Agreement; and

            (d) To take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

            The Committee referred to in this Section 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession then under
consideration.

            4.13 COMPLIANCE WITH RULE 16B-3. Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3. To the extent
that any provision of this Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

            4.14 INFORMATION TO STOCKHOLDERS. The Company shall furnish to each
of its stockholders financial statements of the Company at least annually.

      IN WITNESS WHEREOF, this Plan has been executed effective as of June 10,
2004.

                                        USA TELCOM INTERNATIONALE


                                        By: /s/ Robert C. Simpson
                                           -------------------------------------
                                           Robert C. Simpson,
                                           President and Chairman of the Board


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