STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 5th day of March 2006 by and among
John Fife (the "Secured Party"), and those persons identified on the signature page hereof (each a "Pledgors").
A. Pledgors have agreed to pledge certain shares as security for: (i) the performance by Valcom, Inc. A
Delaware corporation of its obligations under its Series 2006 Note in an aggregate face amount of Two Hundred
Twenty Five Thousand and 00/100 Dollars ($225,000.00) payable to the Secured Party (the "Note")and (ii) the
performance by Pledgor of its Guaranty delivered to Secured Party of even date herewith. Capitalized terms in
this Agreement which are not identified herein will have the meanings given such terms in the Note.
B. The Secured Party is willing to accept the Note from the Company only upon receiving Pledgors' Guaranty
and pledge of certain stock as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Grant of Security Interest. Pledgors hereby pledge to the Secured Party as collateral and security for the
Secured Obligations (as defined in paragraph 2) the securities initially set forth on the attached Schedule 1 of this
Agreement, (the "Pledged Shares"). If on any monthly anniversary during the term of the Note, the market value
of the Collateral then held by the escrow agent, does not equal or exceeed 300% of the principal amount of the
Note then within 5 days of such date, the Pledgor shall deliver to be held under the terms of this Agreement a
certificate or certificates for additional shares and necessary stock powers equal to not less than 300% of the
principal amount of the Note. The Pledgor shall deliver same and a statement setting forth the necessary amount
of Collateral not later than the first bu