USA TELCOM INTERNATIONALE
                           2004 NON-EMPLOYEE DIRECTORS
                       AND CONSULTANTS RETAINER STOCK PLAN

      1. INTRODUCTION. This Plan shall be known as the "USA TELCOM
INTERNATIONALE 2004 NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN,"
and is hereinafter referred to as the "PLAN." The purposes of this Plan are to
enable USA Telcom Internationale, a Nevada corporation (the "COMPANY"), to
promote the interests of the Company and its stockholders 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 stockholders, by paying their retainer or
fees in the form of shares of the Company's common stock, par value $0.001 per
share (the "COMMON Stock").

      2. DEFINITIONS. The following terms shall have the meanings set forth
below:

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

            2.2 "CHANGE OF CONTROL" has the meaning set forth in Section 12.4
hereof.

            2.3 "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.

            2.4 "COMMITTEE" means the committee that administers this Plan, as
more fully defined in Section 13 hereof.

            2.5 "COMMON STOCK" has the meaning set forth in Section 1 hereof.

            2.6 "COMPANY" has the meaning set forth in Section 1 hereof.

            2.7 "DEFERRAL" has the meaning set forth in Section 6 hereof.

            2.8 "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 hereof.

            2.9 "DELIVERY DATE" has the meaning set forth in Section 6 hereof.

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

            2.11 "DIVIDEND EQUIVALENT" for a given dividend or other
distribution means a number of shares of the 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
property, that is distributed with respect to one share of the Common Stock
pursuant to such dividend or distribution; such Fair Market Value to be
determined by the Committee in good faith.


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            2.12 "EFFECTIVE DATE" has the meaning set forth in Section 3 hereof.

            2.13 "EXCHANGE ACT" has the meaning set forth in Section 13.2
hereof.

            2.14 "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.

            2.15 "PARTICIPANT" has the meaning set forth in Section 4 hereof.

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

            2.17 "STOCK RETAINER" has the meaning set forth in Section 5 hereof.

            2.18 "THIRD ANNIVERSARY" has the meaning set forth in Section 6
hereof.

      3. EFFECTIVE DATE OF THE PLAN. This Plan was adopted by the Board
effective June 10, 2004 (the "EFFECTIVE DATE").

      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 this Plan, shall be a participant (the
"PARTICIPANT") in this 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 the Common Stock pursuant to this
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.


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      5. GRANTS OF SHARES. Commencing on the Effective Date, the amount of
compensation for service to directors or consultants shall be payable in shares
of the Common Stock (the "STOCK RETAINER") pursuant to this Plan at the deemed
issuance price of the Fair Market Value of the Common Stock on the date of the
issuance of such shares. 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.

      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 ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for which it was originally payable (the "THIRD ANNIVERSARY"), (b) on the date
upon which the Participant ceases to be a Director or Consultant for any reason
(the "DEPARTURE DATE") or (c) in five equal annual installments commencing on
the Departure Date (the "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
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 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 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 the 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 hereof, 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
the Common Stock equal to (a) the number of shares of the 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.


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      8. DELIVERY OF SHARES.

            8.1 DELIVERY. The shares of the 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) hereof, 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) hereof,
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 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) hereof 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.

            8.2 TRUST. 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 the 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
this 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 stockholder with respect to the
Common Stock for all such shares issued in his 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.

            10.1 RESTRICTIONS. Notwithstanding any other provision of this Plan
or agreements made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of the Common Stock under
this 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


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                  (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.

            10.2 OTHER COMPENSATION. Nothing contained in this Plan shall
prevent the Company from adopting other or additional compensation arrangements
for the Participants.

      11. SHARES AVAILABLE. Subject to Section 12 below, the maximum number of
shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant to this Plan is 1,500,000. Shares of the Common Stock issueable under
this Plan may be taken from treasury shares of the Company or purchased on the
open market.

      12. ADJUSTMENTS; CHANGE OF CONTROL.

            12.1 CHANGE IN CAPITALIZATION; CHANGE OF CONTROL. In the event that
there is, at any time after the Board adopts this Plan, any change in corporate
capitalization, such as a stock split, combination of shares, exchange of
shares, warrants or rights offering to purchase the 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, stock dividend, 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 the Common Stock held in
such Deferred Stock Account had such shares of the Common Stock been outstanding
as of the effectiveness of any such Transaction, (ii) the number and kind of
shares or other property subject to this 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 this Plan
and any such modification by the Committee shall be binding and conclusive on
all persons.

            12.2 PROPERTY. If the shares of the Common Stock credited to the
Deferred Stock Accounts are converted pursuant to Section 12.1 into another form
of property, references in this 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 this Plan to operate in accordance with its
purposes. Without limiting the generality of the foregoing, references to
delivery of certificates for shares of the 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.

            12.3 CHANGE OF CONTROL ALTERNATIVE. In lieu of the adjustment
contemplated by Section 12.1, in the event of a Change of Control, the following
shall occur on the date of the Change of Control (i) the shares of the 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 the Common Stock or any other property held in such Participant's
Deferred Stock Account; and (iii) this Plan shall be terminated.


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      12.4 CHANGE OF CONTROL EVENTS. 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 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 percent or more
of either (1) the then outstanding shares of the Common Stock of the Company
(the "OUTSTANDING COMPANY COMMON STOCK"), or (2) the combined voting power of
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "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 12.4 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 stockholders, 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 stockholders of the Company of a
reorganization, merger, binding share exchange or consolidation, unless,
following such reorganization, merger, binding share exchange or consolidation
(1) more than 60 percent of, respectively, 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 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, (2) 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, 20 percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20 percent or more of, respectively, 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 then outstanding voting securities of such corporation entitled
to vote generally in the election of directors, and (3) 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


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            (iv) Approval by the stockholders of the Company of (1) a complete
liquidation or dissolution of the Company, or (2) 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, (A)
more than 60 percent of, respectively, then outstanding shares of common stock
of such corporation and the combined voting power of 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 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, (B) 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, 20 percent or
more of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 20
percent or more of, respectively, then outstanding shares of common stock of
such corporation and the combined voting power of then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (3) 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.

            13.1 ADMINISTRATION. This Plan shall be administered by a committee
consisting of two 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 (the "COMMITTEE"), which shall have
full authority to construe and interpret this Plan, to establish, amend and
rescind rules and regulations relating to this Plan, and to take all such
actions and make all such determinations in connection with this Plan as it may
deem necessary or desirable.

            13.2 AMENDMENT AND TERMINATION. The Board may from time to time make
such amendments to this Plan, including to preserve or come within any exemption
from liability under Section 16(b) of the Exchange 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 Nevada law
or to qualify transactions under this Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to this Plan shall be adopted
without further approval of the Company's stockholders and, provided, further,
that if and to the extent required for this Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to this Plan shall be made more
than once in any six month period that would change the amount, price or timing
of the grants of the Common Stock hereunder other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the regulations thereunder. The Board may terminate this Plan at any time by a
vote of a majority of the members thereof.


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      14. MISCELLANEOUS.

            14.1 NO OBLIGATION. Nothing in this Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for reelection
by the Company's stockholders or to limit the rights of the stockholders to
remove any Director.

            14.2 WITHHOLDING TAXES. The Company shall have the right to require,
prior to the issuance or delivery of any shares of the Common Stock pursuant to
this 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.

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

            14.4 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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