Free Other Notice - District Court of Arizona - Arizona


File Size: 3,537.7 kB
Pages: 60
Date: July 24, 2007
File Format: PDF
State: Arizona
Category: District Court of Arizona
Author: unknown
Word Count: 9,696 Words, 65,537 Characters
Page Size: 611 x 1021 pts
URL

https://www.findforms.com/pdf_files/azd/24156/385-25.pdf

Download Other Notice - District Court of Arizona ( 3,537.7 kB)


Preview Other Notice - District Court of Arizona
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
S.

AGREEMENT

Corporation 130

14647 Phoenix

50th

St. Suite

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein the Plan Warrant
States

A. September confirmed

Capitalized

have
or

the in

same meaning
the

as

defined

in

the warrant

agreement dated June

effective

17

2004

Agreement
Court
for

Second

Joint

Plan of Reorganization
related that to

22 2004
the

by the United

Bankruptcy

the

District

of Arizona represents

Case No.

00-13035-PHX-RTB
and had reviewed
the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan

The Undersigned
5.9

they have

received

Agreement

the

the Section
restrictions

Implementation documents.

Agreement

and have

opportunity

ask questions regarding

the terms and

of these

B.

Each

Issuer the

is

required
if

under

the Plan

to

issue the

certain

warrants

the Plan
of
the

Wanants
Such

to

various Warrants

claimants
are

categorized
in the

under and

Plan
in

such

claimants with

meet
the

terms of Section Warrant

5.9

Plan.

Plan

defined

Plan

governed

accordance

Plan

Agreement.

C. Delivery

The Undersigned Agreement

Kelly

Jorn

Cook

hereby
to

tenders Visitalk

this

Execution Warrant
Corporation
as

Acceptance
an lssuer and

and Effective
as

the Execution

Agreement

Capital

the
is

Implementation
also

hereby
all

elects the

to Agent for the other Issuers and unless an executed Election all of their Plan Warrants issued in Book Entry form. to have 5.9

Certificate

Agreement
the

attached

Finally

Execution

Agreement

accepts

terms of the Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement

has

been

duly

authorized

by

all

necessary

action

on the
officer

of the

Undersigned
of
the

and

if

necessary

Execution person
is

Agreement
legal
its

has

been duly executed

by an authorized Undersigned

or representative Execution

Undersigned
is

and such
in

officer

or representative

of the

and

this

Agreement

enforceable

accordance

with

terms.

E.

If physical

delivery

of the also sign

Plan Warrant and
along return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement

and

the

Election
for the

to

Certificate

Agreement
set

attached

the

Plan

Warrant Agreement

as Exhibit

check

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 IMPLEMENTATION AGREEMENT AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RLYING UPON THE ACCURACY AND COMPLETENESS OF THE HEREIN IN COMPLYING WITH ITS OBL1GAT1ONS. REPRESENTATJQN2FAINED
v___

Claim-

pted
R/

and

reed

Issuer

Acceptance

CLAI

VISITALK
and
as

CAPITAL

CORPOI
Ai

is

an

lssuer

Implementation

Issuers

Si

at

es

al

record

holders

should

sign

By
Its

_______

2006

President

2006

CERTIFICATE OF AUTHORIZATION
to be
completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Entity name
of

company
and

trust partnership

or other
virtue

form of entity
of the
State

is

__________________
entity

organized

existing under

and by

of the laws

of

type
is

state and
federal tax
that
it is

and

its

tax

ID number

currently

in

good

standing

and

its

charter

ID or SS
the _____________________________ title and/or the ________________ title
all

in full

force

and

effect.

further

certify

are

fully to

authorized effectuate

and empowered

to

make

execute

and
further

deliver
certify

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

_______________________________

now

is

name
the title
further

and

is

now

the title

name
officers set forth

certif

that

the

herein

or any

one of them

are

duly

authorized

by the Entity and

to

execute
further

and
that

carry

out the terms of the Execution

Warrant
and

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has been

Agreement
duly

certify

the Execution of the Entity

Warrant and

Acceptance
legal

Effective

and validly executed

on behalf

constitutes

and binding

Dated

this

______

day of

200.

_______________________________________________ officer Signature of certifying

Must

not

be

signed

by officer authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 1 of 60
VTO2 3384

CLAIM HOLDER SCHEDULE
The Warrants below
the specific

Plan

specified

are only

valid

if

named Claim Holder named herein
and
Effective has Delivery received

or

proper

assignee has executed

an Execution
to

Warrant

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006
later

and such agreement
than

been

of the Issuers no

June

25

2006.

Claim
Kelly Dr.

Holder
Jorn
J.

Cook

Kelly

Cook DDS
Suite 19

3800
Chandler.

Ray Road

AZ

85226

Plan Allowed Plan Class

Claim

50000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-373
BIW-373

10.000

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric

2500
2.500 2.500 2.500 2.500 2.500

BUW-373
CSW-373 FNW-373
Inc.

Systems

DBW-373
INW-373

VT

International

Corp.

VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-373 VDW-373 ARW-373 CNW-373 DUW-373
FRW-373 GEW-373 HSW-373 ITW-373 JPW-373

2500
2.500

2500 2500
2.500

2500 2500 2500 2500 2500 2500 2500

KOW-373
POW-373

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 2 of 60
VTO2 3385

EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130

AGREEMENT

14647

S.

St. Suite

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein the Plan Warrant
States inc. the the

A.

Capitalized

have

the in

September 17 2004
confirmed

Agreement
Court
for

or the

the

same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June
of Arizona represents
related that to

effective

by the United

Bankruptcy

District

Case No.

00-1

22 2004 3035-PHX-RTB
reviewed
the the

the

Plan

of visitalk.com

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

and had

Plan Warrant
to

Agreement

Implementation documents.

Agreement

opportunity

ask questions regarding

terms and

restrictions

of these

B.

Each

issuer the

is

required
if

under

the Plan

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various Warrants

claimants
are

categorized under
in the

Plan
in

such

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan

defined

Plan

and

governed

accordance

Plan

Agreement.

C. Delivery

The Undersigned Agreement

Ken Desmarchais

hereby
to

tenders Visitalk

this

Execution

Warrant
as

Acceptance
an Issuer

and Effective
as

the Execution

Agreement

Capital

Corporation
to

and

the
is

Implementation
also

hereby
all

elects the

Agent for the other Issuers and unless an executed of their Plan Warrants issued in Book to have all
5.9

Election Entry

Certificate

Agreement
the

attached

form.

Finally

Execution

Agreement

accepts

terms of the Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement

has been

duly

authorized duly

by

all

necessary by an

action

on the
officer

of the

Undersigned
of the

and

if

necessary

Execution person
is

Agreement
legal
its

has been

executed

authorized

or representative Execution

Undersigned
is

and such
in

officer

or representative

of the

Undersigned

and

this

Agreement

enforceable

accordance

with

terms.

E.

If physical

delivery

of the

Plan Warrant and
along return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
set

attached

the

Plan

Warrant Agreement

as Exhibit

check

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

COF

Imp1em

fgnatures Date

all record

holders

should

sign

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Entity name
of

company

trust partnership and

or other
virtue

form of entity
of the
State

is

___________________
entity

organized

and existing under

by

of the laws

of

type
is

state
__________________________________ federal tax
that

and

its

tax

ID number

and

it

is

currently

in

good

standing

and

its

charter

ID or SS
the _____________________________ title and/or the ____________________ title
all

in full

force

and

effect.

further

certif

are

fully to

authorized effectuate

and

empowered

to

make

execute

and

deliver

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

further

certify

_______________________________

now

is

name
the title
further certify that

and

is

now

the title

name
officers set forth

the

herein

or

any one of them

are

duly

authorized

by the Entity and

to

execute
further

and
that

carry

out the terms of the Execution

Warrant

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has been

Agreement
duly and

certify

the Execution

Warrant

Acceptance
legal

and Effective
and binding

validly executed

on behalf

of the Entity and

constitutes

Dated

this

______

day

of

____________

200_.

_____________________________________________
Signature of be
certifiing officer

Must

not

signed

by officer authorized

to

act

Title

of

certifiing

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 3 of 60
VTO2 3386

CLAIM HOLDER
The below

SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

Plan

Warrants

specified

are only

valid

if

the specific

or

proper

assignee has executed

an Execution
to

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006 no
later

such agreement June

been

of the Issuers

25

2006.

Claim Holder Ken Desmarchais
5317
E. Shangri

La Road
85254

Scottsdale

AZ

Plan Allowed Plan Class

Claim

25000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-394
BIW-394

5000 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.

BUW-394
CSW-394 FNW-394

DBW-394
INW-394

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-394 VDW-394 ARW-394 CNW-394 DUW-394
FRW-394

GEW-394
HSW-394 ITW-394 JPW-394

KOW-394
POW-394

Warrant
and one

Unit

consists

of

consist

of one

Wanant

one

Warrant

one

Warrant

one

Warnint one

Warrant

Wanant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 4 of 60
VTO2 3387

EXECUTION WARRANT
Visitalk Capital 50th Corporation 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647

5.

St. Suite

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein have
the or in

A. September confirmed

Capitalized

same meaning
the

as

defmed
Plan

in

the warrant

agreement dated June

effective

17

2004 the Plan Warrant
States hic. the

Agreement
Court
for

Second

Joint

of Reorganization
to

22 2004
the

the
Plan
to

jn
Warrant

by the United

Bankruptcy

the

District

of Arizona
represents

related

Case No.

00-1

3035-PHX-RTB
reviewed

of visitalk.com

Visitalk. Plan
and
the

The Undersigned
Section
5.9

that

they have

received and have

and had

Agreement

Implementation

Agreement

the opportunity

ask questions regarding

the terms

restrictions

of these documents.

B.

Each

Issuer the

is

required under
if

the Plan

to

issue

certain

warrants

the Plan Warrants
of
the Plan.

to

various

claimants
are

categorized
in

under and

Plan

such

claimants

meet the terms of Section

5.9

Such Plan Warrants

defmed

the Plan

governed

in

accordance

with the Plan Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Kenneth

E.

Smith

hereby
to

tenders Visitalk

this

Execution Warrant
Corporation
to as

Acceptance
an Issuer and

and Effective
as

the Execution
for

Agreement
and
Plan Warrants

Capital

the
is

Implementation
also

Agent
elects to

the other Issuers
all

unless an executed issued
in

Election Entry

Certificate

Agreement
the

attached

hereby
all

have

of

their 5.9

Book

form.

Finally

Execution

Agreement

accepts

the

terms of the Section

Implementation

Agreement.

D. on the

This undersigned
part

represents

that

the Execution
this

Agreement

has

been

duly

authorized

by

all

necessary

action

of the

Undersigned
of the

and

if

necessary

Execution person
is

Agreement
legal
its

has

been duly executed

by an authorized Undersigned

officer

or representative Execution

Undersigned
is

and such
in

officer

or representative

of the

and

this

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery

of the

Plan Warrant and
return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
fee

attached

the

Plan

Warrant Agreement

as Exhibit

along

check

certificate

issue

as

set

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND
RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and Agreed
Issuer

Acceptance

CLAIM HOLDER

VISITALK

CAPIT

Signatures

all

record

holders

should

sign

Date

22006 CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Entity name
of

company
and

trust partnership and

or other
virtue

form of entity
of the
State

is

___________________
entity

organized

existing under

by

of the laws

of_________ state

type
is

and

its

tax

ID number

and federal tax
that

it

is

currently

in

good

standing

and

its

charter

ID or SS
the title and/or the title
all

in full

force

and

effect.

further

certify

are

fully to

authorized effectuate

and empowered

to

make

execute

and
further

deliver

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

certify

now

is

name
the title
further certify that

and

is

now

the title

name
officers set forth

the

herein

or

any one of them

are

duly

authorized

by the Entity
and

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant
and

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has

Agreement

certify

the Execution

Warrant

Acceptance
legal

Effective

been duly

and validly executed

on

behalf

of the Entity and

constitutes

and binding

Dated

this

______

day of

200_.

_____________________________________________ officer Signature of certifying

Must

not be

signed

by officer

authorized

to

act

Title

of certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 5 of 60
VTO2 3388

CLAIM HOLDER SCHEDULE
The
Plan

Warrants

specified

below

are only

valid

if

the specific

named Claim Holder named herein
and Effective
has Delivery received

or

proper

assignee has executed

an Execution
to

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006 no
later

such agreement June

been

of the Issuers

25

2006.

Claim Kenneth 2112

Holder
E.

Smith

E.

Apollo Ave 85283

Tempe AZ

Plan Allowed Plan Class

Claim

500.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-644
BIW-644

100 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.

BUW-644
CSW-644 FNW-644

DBW-644
INW-644

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.

MKW-644 VDW-644 ARW-644 CNW-644 DUW-644
FRW-644

GEW-644
HSW-644 ITW-644 JPW-644

VT
VT VT

Japanese Services Korean Services

Inc. Inc. Inc.

KOW-644
POW-644

Portuguese

Services

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 6 of 60
VTO2 3389

EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130

AGREEMENT

14647

5.

St. Suite

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States

A. September confirmed

Capitalized

have

the

same meaning Second
Joint

as

defmed
Plan

in

the warrant

agreement dated June

effective

17

2004

Agreement
Court

or

in the

of Reorganization
to

22 2004

by the United

Bankruptcy

for the

District

of Arizona represents

related that

Case No.

00-13035-PHIX-RTB
and had reviewed
the the

the
Plan
to

of visitalk.com Warrant

Inc. the the

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

Agreement

Implementation documents.

Agreement

opportunity

ask questions regarding

terms and

restrictions

of these

B.

Each

Issuer

is

required under
if

the Plan

to

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various

claimants
are

categorized under
ii

the Plan
in

such

claimants with

meet

terms of Section Warrant

5.9

Such

Plan Warrants

defined

the Plan

and

governed

accordance

the Plan

Agreement.

C.

The

Undersigned
and Effective

Kent
Delivery

Brockelman Agreement Agent
elects for to

and

Rosemarie

Christofolo hereby

tenders

this

Execution
Corporation
Certificate

Warrant as an

Acceptance
Issuer and
as

the Execution
Issuers of
their 5.9

Agreement
Warrants

to

Visitalk

Capital
to

the Implementation
is

the other have
the
all

and
Plan

unless an executed issued
in

Election

Agreement
Execution

attached

also

hereby
all

Book

Entry

form.

Finally

the

Agreement accepts

the terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement
Execution person
is

has been

duly

authorized duly

by

all

necessary by an

action

on the
officer

of the

Undersigned
of the

and
is

if

necessary

Agreement
legal
its

has been

executed

authorized

or representative Execution

Undersigned
enforceable

and such
in

officer

or representative

of the

Undersigned

and

this

Agreement

accordance

with

terms.

E.

If

physical

delivery

of the

Plan Warrant and
return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
set

attached

the

Plan

Warrant Agreement

as Exhibit

along

check

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYiNG UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and

Agreed

Issuer

Acceptance

CLAIM

VISITALK
and
as

CAPITAL

Date

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by

an

Entity

hereby

certify

that

Entity name
of

company

trust partnership

or other
virtue

form

of entity of the
State

is

___________________
entity

organized

and existing under

and by

of the laws

of_________ state

type
is

and

its

tax

ID number

and
federal tax
that

it

is

currently

in

good

standing

and

its

charter

ID or SS
the title and/or the title
all

in full

force

and

effect.

further

certify

are

fully to

authorized effectuate

arid

empowered

to

make

execute

and
further

deliver

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

certify

_________________________________

now

is

name
the title further certif carry
that

and

is

now

the title

name
officers set forth

the

herein

or any

one

of

them

are duly

authorized

by the Entity

to

execute
further

and
that

out the terms

of the Execution Acceptance
legal

Warrant
and

Acceptance
Delivery obligation

and

Effective

Delivery has been

Agreement
duly

and

certify

the Execution

Warrant

Effective

Agreement
of
the Entity.

and validly executed

on behalf

of the Entity and

constitutes

and binding

Dated

this

______

day of

200_.

_____________________________________________
Signature of
certifying officer

Must

not

be signed

by officer authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 7 of 60
VTO2 3390

CLAIM HOLDER
below

SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

The

Plan

Warrants

specified

are only

valid

if

the specific

or

proper

assignee has executed

an Execution
to

Warrant 2006 and
than

Acceptance

Agreement by Visitalk
Capital

Execution

Agreement

prior

June no

such agreement June

been

Corporation as the agent

of the Issuers

later

25

2006.

Claim Kent

Holder
Brockelman South
Terrace

and

Rosemarie

Christofolo

845

Rd

Tempe AZ

85284

Plan Allowed Plan Class

Claim

15000Q0

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-354
BIW-354

3000
750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financia Services Inc.
Dynamic Biometric Systems
Inc.

BUW-354
CSW-354 FNW-354

DBW-354
INW-354

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-354 VDW-354 ARW-354 CNW-354 DUW-354
FRW-354

GEW-354
HSW-354 ITW-354 JPW-354

KOW-354
POW-354

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 8 of 60
VT02339

EXECUTION WARRANT
Visitalk Capital 50th Corporation 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647 Phoenix

5.

St. Suite

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States

A. September confirmed

Capitalized

have
or

the
in

same meaning
the Second

as

defined

in

the warrant

agreement dated June

effective

17 2004

Agreement
Court
for

Joint

Plan of Reorganization
related that to

22 2004
the

by the United

Bankruptcy

the

District

of Arizona represents

Case No.

00-13035-PHX-RTB
and had reviewed

the

Plan

of visitalk.com

Inc. the

Visitalk. Plan

The Undersigned
5.9

they have

received and have

Plan Warrant
to

Agreement

the Section
restrictions

Implementation documents.

Agreement

the opportunity

ask

questions regarding

the terms and

of these

B.

Each

Issuer

is

required
if

under

the Plan

to

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various

claimants
are

categorized under
in the

the Plan
in

such

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan Warrants

defined

Plan and

governed

accordance

Plan

Agreement.

C.

The Undersigned and Effective
as

Kettle Delivery

Family

Limited Partnership the Execution

hereby

tenders
to

this

Execution Warrant
Capital
to

Acceptance
Issuer

Agreement Agent
elects for to

Agreement
Warrants

Visitalk

Corporation
Certificate

as

an

and

the Implementation
is

the other Issuers

and
Plan

unless an executed issued
in

Election

Agreement
Execution

attached

also

hereby
all

have
the

all

of

their 5.9

Book

Entry

form.

Finally

the

Agreement

accepts

the

terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement

has

been duly

authorized duly

by

all

necessary

action

on the
officer

of the

Undersigned

and

if

necessary

Execution person
is

Agreement
legal
its

has been

executed

by an authorized Undersigned

or representative Execution

of the Undersigned
is

and such
in

officer

or representative

of the

and

this

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery

of the

Plan Warrant and
return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
fee

attached

the

Plan

Warrant Agreement

as Exhibit

along

check

certificate

issue

as

set

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED THE PLAN THE SECTION AND REVIEWED THE PLAN WARRANT AGREEMENT 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Issuer

Agreed

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

cRP
nt for

TON

as

an

Issuer

Impleme

the other Issuers

/4
Signatures all record holders should

sign

By
Its

MichaeYS.
President

Williams

Date

c//

2006

Date

//
Entity

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by

an

Entity

hereby

certify

that

name
is

of

company
and

trust partnerslp

or other
virtue

form of entity
of the
State

J.-.

organized

existing under

and by

of the laws

of

YI state

entitytype and
its

tax

ID number

is

and
federal tax
that

it

is

currently

in

good

standing

and

its

charter

ID or SS
the title

in full

force

and

effect.

further

certify

and/or
and deliver any
certify

the title

are

fully to

authorized effectuate

and empowered

to

make

execute

and

all

proper

the authority hereby

conferred.

further

that

witten instruments _-.rj

necessary

or

now

is

the title
further certify that

and
name
officers set forth

now
one of them

the title

the

herein

or

any

are

duly

authorized

by the Entity
and

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant
and and

Acceptance
Delivery obligation

and Effective Agreement
of the

Delivery has been

Agreement
duly and

certify

the Execution of the Entity

Warrant and

Acceptance
legal

Effective binding

validly

executed

on behalf

constitutes

Enty.

Dated

this

day

of

JC4

fl

200k
Signature of be
certifying officer

Must

not

signed

by

officer

authorized

to

act

Ti.l

of

certifying

ficer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 9 of 60
VTO2 3392

CLAIM HOLDER
The below

SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received

Plan

Warrants

specified

are only

valid

if

the specific

or

proper

assignee has executed

an Execution

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution

Agreement

prior to

June 15 2006 no
later

such agreement June

been

Corporation as the agent

of the Issuers

25

2006.

Claim Holder
Kettle

Family Limited Partnership
Springhill

1430

Road

Suite

100

McLean VA
PLan Allowed PLan CLass

22102

CLaim

$1775000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-484
BIW-484

355000 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750
88.750 88.750

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.

BUW-484
CSW-484 FNW-484

DBW-484
INW-484

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-484 VDW-484 ARW-484 CNW-484 DUW-484
FRW-484

GEW-484
HSW-484 ITW-484 JPW-484

KOW-484
POW-484

88750 88750

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 10 of 60
VTO2 3393

EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation St. Suite 130

AND EFFECTIVE DELIVERY

AGREEMENT

14647

S.

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States Inc. the the

A. September confirmed

Capitalized

have
or

the

same meaning Second
Joint

as

defmed

in the

warrant

agreement dated June

effective

17 2004

Agreement
Court
for

in the

Plan of Reorganization
related that to

22 2004
the

by the United

Bankruptcy

the

District

of Arizona represents

Case No.

00-13035-PHX-RTB
and had reviewed
the

the
Plan
to

Plan
Warrant

of visitalk.com

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

Agreement

Implementation

Agreement

opportunity

ask questions regarding

terms and

restrictions

of these documents.

B.

Each

Issuer

is

required under
if

the

Plan

to

issue

certain

warrants

the Plan Warrants
of the
Plan.

to

various

clainiarits are

categorized
in the

uiider

the Plan
in

such

claimants

meet the terms of Sectot

5.9

Such Pan Warrants

defined

Plan

and

governed

accordance

with the Plan Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Kroll

Foundation

hereby
to

tenders Visitalk

this

Execution Warrant
Corporation
to as

Acceptance
an Issuer

and
as

Effective the
is

the Execution
for

Agreement
and
Plan Warrants

Capital

and

implementation
also

Agent
to

the other Issuers
all

unless an executed issued
in

Election Entry

Certificate

Agreement
the

attached

hereby
all

elects the

have
of
the

of

their 5.9

Book

form.

Finally

Execution

Agreement

accepts

terms

Section

Implementation

Agreement.

D. on the

This undersigned
part

represents

that

the Execution
this

Agreement

has

been duly

authorized duly

by

all

necessary

action

of the

Undersigned
of the

and
is

if

necessary

Execution person
is

Agreement
legal
its

has been

executed

by an authorized Undersigned

officer

or representative Execution

Undersigned
enforceable

and such
in

officer

or representative

of the

and

this

Agreement

accordance

with

terms.

E.

If

physical

delivery

of the

Plan Warrant and
return

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
set

attached

the

Plan

Warrant Agreement

as Exhibit

along

with

check

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION OF THE AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

CO

ORATON

as

an

Issuer

Implementati

or the other Issuers

Signatures

Date

___
___________
certify that

altcord

holders

should

sign

By
Its

Michael President

illiams

2006

Date

__________

___
Entity

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by

an

Entity

hereby

/k/n
name
of organized
fl
is fl

//

/OW4/1%i
trust partnership and

Otor other
virtue

compaiy

form of entity
of the
State

is

7t/q5
its

and existing under

by

of the laws

of_________ state

and

type tax ID number
entity

17
federal tax
that

and

it

is

currently

in

good

standing

and

its

charter

ID or SS
the

in full

force

and

effect.

further

certify

2CC P2t5 7fc
titie and
further

and/or

the

_eC

24
or

title
all

are

filly to

authorized effectuate

and empowered

to

make

execute

deliver

any and
that

written instrumets

proper

the authority hereby

conferred.

the title
further certify that

and

T4 MO//
certify

f//
and

necessary

now

is

is

now

the

narne
title

name
and

the

officers

set

forth

herein

or

any one of them

are

duly

authorized

by the Entity

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant and and

Acceptance
Delivery obligation

Effective

Delivery has been

Agreement
duly

certify

the Execution of the Entity

Warrant and

Acceptance
legal

Effective binding

Agreement
of the
Entity.

and

validly

executed

on behalf

constitutes

Dated

this

day

of

200L

_____________________________________________
Signature of
certifying officer

Must

not be

signed

by officer authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 11 of 60
VTO2 3394

CLAIM HOLDER
The Warrants below

SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

Plan

specified

are only

valid

if

the specific

or

proper

assignee has executed

an Execution
to

Warrant

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June IS 2006 no
later

and such agreement
than

been

of the Issuers

June

25

2006.

Claim
Kroll

Holder
Foundation

702

Pahamele HI

Way

Kailua

96734

Plan Allowed Plan Class

Claim

10000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation
Inc. Inc. Inc. Inc. Inc.

VCW-490
BIW-490

2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500

VT VT

Billing

Services

Business Products

BUW-490
CSW-490 FNW-490

VT VT
VT VT

Consumer Services
Financial

Services

Dynamic

Biometric

Systems

DBW-490
INW-490

International

Corp.

Marketing Video Arabic Chinese Dutch French

Services
Inc. Inc.

Inc.

VT
VT

Services Services

VT VT VT VT VT VT
VT

Services

Inc.

Services Services

Inc. Inc. Inc. Inc.

MKW-490 VDW-490 ARW-490 CNW-490 DUW-490
FRW-490

VT German
Hispanos
Italian

Services Services

GEW-490
HSW-490 ITW-490 JPW-490

Services

Inc. Inc.

Japanese Korean

Services

Services

Inc. Inc.

KOW490
POW-490

VT

Portuguese

Services

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 12 of 60
VTO2 3395

EXECUTION WARRANT
Visitalk Capital 50th Corporation 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647

S.

St. Suite

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein the Plan Warrant
States

A.

Capitalized

have
or

the ii

same meaning
the

as

defined

in

the warrant

agreement dated June

effective

September
confirmed

17 2004
by
the

Agreement
Court
for

Second

Joint

Plan of Reorganization
related that to

22 2004

United

Bankruptcy

the

District

of Arizona
represents

Case No.

00-

13035-PHIX-RTB
reviewed

the
Plan
to

Plan
Warrant

of visitalk.com

Inc. the

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

and had

1the

Agreement
regarding

Implementation

Agreement

the opportunity

ask questions

the terms and

restrictions

of these documents.

B.

Each

Issuer the

is

required under
if

the

Plan

to

issue

certain

warrants

the Plan Warrants
of the
Plan.

to

various Warrants

claimants
are

categorized
in the

under and

Plan
in

such

claimants with

meet the terms of Section
the

5.9

Such

Plan

defined

Plan

governed

accordance

Plan

Warrant

Agreement.

C. Effective

The

Undersigned

Larson the

Family Trust Execution and

hereby

tenders
to

this

Execution
Capital
to

Warrant

Acceptance
as

and and
as

Delivery

Agreement
for

Agreement
unless an issued
in

Visitalk

Corporation
Certificate

an

Issuer
is

the

Implementation
also

Agent
elects to

the other Issuers
all

executed

Election Entry

Agreement

attached

hereby
all

have

of

their 5.9

Plan

Warrants

Book

form.

Finally the Execution

Agreement

accepts

the

terms of the Section

Implementation

Agreement.

D.

This the
part

undersigned

represents

that

the Execution
this

Agreement

has

been

duly

authorized duly

by

all

necessary

action

on

of the

Undersigned
of the

and
is

if

necessary and
in

Execution person
is

Agreement
legal
its

has been

executed

by an authorized Undersigned

officer

or representative Execution

Undersigned
enforceable

such

officer

or representative

of the

and

this

Agreement

accordance

with

terms.

E.

If physical

delivery

of the also sign

Plan Warrant and
along return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution Agreement

and

the

Election
for the

to

Certificate

Agreement
set

attached

the

Plan

Warrant Agreement

as Exhibit

check

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE PLAN EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITI-i ITS OBLIGATIONS.
Claim Holder Accepted and

Agreed /2

Issuer

Acceptance
as

CLAIM HOLDER

VISITALK
and
as

an

Issuer

Impi

Date

2006

CERTIFICATE OF AUTHORIZATION
to be completed
L-. if the

Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Ov\
of

J-j
trust partnership and

yr-4--S
or other
virtue

Entity
of the
State

is

Jr. s7
entity

name

company
and

form of entity
of

organized

type
is

399_L../t
federal

7I/
the

existing under

by

of the laws

/1r
and
its

iC_
state
charter

and

its

tax

ID number

J2
execute and
further

and

it

is

currently

in

good

standing

tax
that

ID or SS

in fill

force

and

effect.

further

certify

v-S7_e_
title deliver any
certify arid
all

and/or

the

72
title necessary or

ate

fully to

authorized effectuate

and empowered

to

make

written

instruments JZ

proper

the authority hereby

conferred.

that

jfl\

-Iic--I

LcotS

11

now

is

name
the title
further certify that

and

-cis now
name
herein
or

the title

the

officers

set

forth

any

one of them

are

duly

authorized

by the Entity
and

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant and

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has been

Agreement
duly and

certify

the Execution of the Entity

Warrant

Acceptance
legal

Effective

validly executed

on

behalf

and constitutes

and binding

Dated

this

day of

200k

..
Signature of
certifying

officer/
by officer authorized
to

Must

not

be signed

act

rl.-s
Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 13 of 60
VTO2 3396

CLAIM HOLDER SCHEDULE
The Warrants below
an
to

Plan

specified

are only

valid

if

the specific

named Claim Holder named herein
and
Effective has Delivery received

or

proper

assignee has executed

Execution

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006
later

such agreement June 25 2006.

been

of the Issuers no

Claim Holder
Larson Family Trust Michael R. 13520 N. 65th Denise A. Larson
Trustees

Avenue
85304

Glendale

AZ

Plan Allowed Plan Class

Claim

125000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-495
BIW-495

25000 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric

BUW495
CSW-495 FNW-495
Inc.

Systems

DBW-495
INW-495

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT
Portuguese Services
Inc.

MKW-495 VDW-495 ARW-495 CNW-495 DUW-495
FRW-495 GEW-495 HSW-495 ITW-495 JPW-495

KOW-495
POW-495

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 14 of 60
VTO2 3397

EXECUTION WARRANT
Visitalk Capital 50th Corporation 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647 Phoenix

S.

St. Suite

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States

A. September confirmed

Capitalized

have

the in

same meaning
the

as

defined Plan

in the

warrant

agreement dated June

effective

17

2004

Agreement
Court
for

or the

Second

Joint

of Reorganization
to

22 2004
the

by the United

Bankruptcy

District

of Arizona represents

related that

Case No.

00-13035-PIand had reviewed
the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc. the the

Visitalk. Plan

The Undersigned
5.9

they have

received and have

Agreement

the Section
restrictions

Implementation

Agreement

opportunity

ask questions regarding

terms and

of these documents.

B.

Each

Issuer

is

required
if

under

the Plan

to

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various Warrants

claimants
are

categorized under
in

the Plan
in

such

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan

defmed

the Plan

and

governed

accordance

Plan

Agreement.

C.

The Undersigned
and
as

Lawrence
Delivery

and

Erica

Wasserman
and

JTWROS
Agreement
Warrants

hereby
to

tenders

this

Execution
Corporation
Certificate

Warrant
as

Acceptance
Issuer and

Effective

Agreement Agent
elects for to

the Execution
Issuers of
their 5.9

Visitalk

Capital
to

an

the Implementation
is

the other

unless an executed issued
in

Election

Agreement
Execution

attached

also

hereby
all

have
the

all

Plan

Book

Entry

form.

Finally

the

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement

has

been

duly

authorized duly

by

all

necessary

action

on the
officer

of the

Undersigned
of the

and

if

necessary and
in

Execution person
is

Agreement
legal
its

has been

executed

by
the

an

authorized

or representative Execution

Undersigned
is

such

officer

or representative

of

Undersigned

and

this

Agreement

enforceable

accordance

with

terms.

E.

If physical

delivery

of the also sign

Plan Warrant and
return with

certificates

is

desired

please

sign

and

return

BOTH
therein.

this

Execution Agreement

and

the

Election
for the

to

Certificate

Agreement
set

attached

to the

Plan

Warrant Agreement

as Exhibit

along

check

certificate

issue fee as

forth

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Holder Accepted and

Claim

Agreed

Issuer

Acceptance

CLAIM

HLDER

VISITALK
and
as

CAPITA

PORATON

as

an

Issuer

Impl

or the other Issu

holders

should

DatLt2006
to be completed

sign

By
Its

Michael
President

S.

tVilliams

Date

CERTIFICATE OF AUTHORIZATION
if

the Plan

Warrants

are being

accepted

by an Entity

hereby

certify

that

Entity name
of company trust partnership
and existing under and by or other
virtue

form of entity
of the
State

is

___________________
entity

organized

of the laws

of_________ state

type
is

and

its

tax

ID number

__________________________________ federal tax
that

and

it

is

currently

in

good

standing

and

its

charter

ID or SS
the _____________________________ title and/or the ______________________ title
all

in full

force

and

effect.

further

certify

are

fully to

authorized effectuate

and

empowered

to

make

execute

and
further

deliver

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

certify

_______________________________

now

is

name
the

___________________________
title

and ___________________________is

now

the

____________________________
title

name
officers set forth

further

certify

that

the

herein

carry

out the terms

of the Execution Acceptance
legal

Warrant
and and

any one of them are duly authorized by the Entity to execute Acceptance and Effective Delivery Agreement and certify further
or Delivery obligation

and
that

the Execution of the Entity

Warrant and

Effective binding

Agreement
of the
Entity.

has

been

duly

and

validly

executed

on behalf

constitutes

Dated

this

______

day of

200.

_____________________________________________
Signature of
certifying officer

Must

not be

signed

by officer authorized

to

act

Title

of certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 15 of 60
VTO2 3398

CLAIM HOLDER
The Warrants below

SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

Plan

specified

are only

valid

if

the specific

or

proper

assignee has executed

an Execution

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

ExecutiQflAgreement
Corporation as the agent

prior to June

15 2006
no
later

such agreement June

been

of the Issuers

25

2006.

Claim

Holder
and
Erica

Lawrence
11

Wasserman JTWROS

Winding

Way
NJ 07006

N. Caidwell

Plan Allowed Plan Class

Claim

10000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-69
BIW-691 BUW-691 CSW-691 FNW-69
Inc.

2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric

Systems

DBW-691 INW-69

VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-691
VDW-691 ARW-691 CNW-691

DUW-691
FRW-691

GEW-69
HSW-691 ITW-691 JPW-691 KOW-691 POW-691

Warrant and one

Unit

consists

of

consist

of

one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 16 of 60
VTO2 3399

EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647

S.

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States Inc.

A. September confirmed

Capitalized

have or

the in

same meaning
the

as

defined

in the

warrant

agreement dated June

effective

17 2004 by
the

Agreement
Court
for

Second

Joint

Plan of Reorganization
related to

22 2004
the

United

Bankruptcy

the

District

of Arizona represents

Case No.

00-13035-PI-IX-RTB and had reviewed

the
Plan
to

Plan
Warrant

of visitalk.com

Visitalk. Plan
the

The Undersigned
Section
5.9

that

they have

received and have

Agreement
the

the

Implementation

Agreement

the opportunity

ask questions regarding

terms and

restrictions

of these documents.

B.

Each

Issuer the

is

required
if

under

the

Plan

to

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various

claimants
are

categorized
in

under

Plan
in

such

claimants

meet

terms of Section

5.9

Such

Plan Warrants

defined

the Plan

and governed

accordance

with the Plan Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Lillian

Florcsk

hereby

tenders
to

this

Execution Warrant
Corporation
to

Acceptance
as

and
and

Effective as the
is

the Execution
for

Agreement
and
Plan Warrants

Visitalk

Capital

an

Issuer

Implementation
also

Agent
elects to

the other Issuers
all

unless an executed issued
in

Election Entry

Certificate

Agreement
the

attached

hereby
all

have
the

of

their 5.9

Book

form.

Finally

Execution

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement
Execution person
is

has

been duly
has

authorized duly

by

all

necessary

action

on the
officer

of the

Undersigned

and
is

if

necessary

Agreement
legal
its

been

executed

by an authorized Undersigned

or representative Execution

of the Undersigned enforceable

and such
in

officer

or representative

of the

and

this

Agreement

accordance

with

terms.

E.

If physical

delivery

of the also

Plan Warrant
return

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution Agreement

and

sign and along

the

Election
for the

to Certificate
certificate

Agreement
fee

attached

the

Plan

Warrant Agreement

as Exhibit

with

check

issue

as

set

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND VISITALK CAPITAL RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted aud

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

RATON
for

as

an

Issuer

Implementat

the other

Issuers

Signatures

all

record

holders

should

sign

By
Its

Miclel
President

S.

Wlliams Date 2006

Date

5//c-//

2006

CERTIFICATE OF AUTHORIZATION
to
be

completed

if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Entity name
of

company
and

trust partnership and

or other
virtue

form of entity of the
State

is

____________________
entity

organized

existing under

by

of the laws

of

type
is

state
__________________________________ federal tax
that

and

its

tax

ID number

and

it

is

culTently

in

good

standing

and

its

charter

ID

or

SS
and/or the ______________________ title
all

in full

force

and

effect.

further

certify

the _____________________________ title

are

fully to

authorized effectuate

and

empowered

to

make

execute

and
further

deliver

any and
that

written instruments

necessary

or

proper

the authority hereby

conferred.

certify

_________________________________

now

is

name
the

___________________________
title

..-.

__________________________is

now

the

____________________________
title

name
officers set forth

further

certify

that

the

herein

or

any

one of them

are

duly

authorized

by the Entity and

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has been

Agreement
duly and

certify

the Execution of the Entity

Warrant and

Acceptance
legal

and Effective and binding

validly executed

on behalf

constitutes

Dated

this

______

day of

200_.

_______________________________________________
Signature of
certifying officer

Must

not be

signed

by officer authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 17 of 60
VTO2 3400

CLAIM HOLDER SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

The

Plan

Warrants

specified

below

are only

valid

if

the specific

or

proper

assignee has executed

an Execution
to

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006
later

such agreement June

been

of the Issuers no

25

2006.

Claim Holder
Lillian 23 Florcsk

Middleton

Lane 20164

Sterling

VA

Plan Allowed Plan Class

Claim

15000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-416
BIW-416

3000
750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.

BUW-416
CSW-416 FNW-416

DBW-416
INW-416
IVIKW-416

VT VT VT
VT VT

International

Corp.

Marketing Video

Services
Inc. Inc.

Inc.

Services

Arabic Services Chinese Dutch Services

Inc.

VT

Services

Inc.

VDW-416 ARW-416 CNW-416 DUW-416
FRW-416

VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.

GEW-416
HSW-416 ITW-416 JPW-416

VT VT
VT

Japanese Services Korean Services

Inc. Inc. Inc.

KOW-416
POW-416

Portuguese

Services

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 18 of 60
VT02340

EXECUTION WARRANT
Visitalk Capital
5.

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

Corporation 130

14647

50th

St. Suite

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein
Warrant have
the in

A. September confirmed

Capitalized

same meaning
the

as

defined

in the

warrant

agreement dated June

effective

172004 the Plan
by
the

Agreement
Court

or

Second

Joint

Plan of Reorganization
related that to

United

States

Bankruptcy

for the

Distiict

of Arizona represents

Case No.

222004 00-3O35-PHX-RTB
and had reviewed the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc. the the

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

Agreement
regarding

Implementation documents.

Agreement

the opportunity

ask questions

terms and

restrictions

of these

B.

Each

Issuer the

is

required under
if

the

Plan

to

issue the

certain

warrants

categorized
in the

under and

Plan

such

claimants with

meet
the

terms of Section

5.9

to various claimants the Plan Warrants Such Plan Warrants of the Plan. are defined

Plan

governed

accordance

Plan

Wanant

Agreement.

C. Effective

The Undersigned
Delivery

Linda

S.

Turley-Hansen

hereby

tenders
to

this

Execution Warrant
Corporation
Certificate

Acceptance
as

and and
as

Agreement
for

the Execution
Issuers Plan

Agreement
issued

Visitalk

Capital
to

an

Issuer
is

the

Implementation
also

Agent
elects to

the other
all

and

unless an executed
in

Election Entry

Agreement
the

attached

hereby
all

have
the

of

their 5.9

Warrants

Book

form.

Finally

Execution

Agreement

accepts

the

terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the Execution
this

Agreement
Execution person
is

has

been duly authorized
has

by

all

necessary

action

on the
officer

of the

Undersigned
of the

and

if

necessary and
in

Agreement
legal
its

been

duly

executed

by an authorized

or representative Execution

Undersigned
is

such

officer

or representative

of the Undersigned

and

this

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery

of the

Plan Warrant and
return

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement

and

also sign

the

Election
for the

to

Certificate

Agreement
fee

attached

the

Plan

Warrant Agreement

as Exhibit

along

with

check

certificate

issue

as

set

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.

RELY

Claim Holder Accepted

and

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

Imp

2006

CERTIFICATE OF AUTHORIZATION
to
be completed
if

the Plan

hereby

certif

that

\\
Warrants and
further

are

being

accepted

by an Entity

Entity
other

name
is

\N\
tax

\\
entity

of company trust partnershir
and existing under

Ibrm of entity
of the
State

organized

and by

virtue

of the laws

of________
state and
charter

type
is

and

its

ID number

and
federal tax
that

it

is

currently

in

good

standing

its

ID or SS
the title and/or the ______________________ title
all

in full

force

and

effect.

further

certify

are

fully to

authorize effectuate

dmpowered
the
thority

to

make

execute

deliver

any and
that

tten

instruments

necessary

or

proper

hereby

conferred.

certify

now

is

name
the title
further certify that

and __________________________is

now

the title

name
officers set fo

the

herein
nt

or

any one of them
and

are

duly

authorized

by the and

ntity

to

execute
further

and
that

carry

out the terms

of the Execution

Wa
and and

Acceptance
ye Delivery

Effective

Delivery has

Agreement

ertify

the Execution of the Entity

Warrant
and

Acceptance
legal

Effe bindin

Agreement
Entity.

been

du1

and

validly

cuted

on behalf

constitutes

bligation of the

Dated

this

______

day of

200_.

_______________________________________________
Signature of certifing signed
officer

Must

not be

by officer authorized

to

act

Title

of certifying

officer

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 19 of 60
VTO2 3402

CLAIM HOLDER SCHEDULE
The
Plan

Warrants

specified

below

are only

valid

if

the specific

named Claim Holder named herein
and Effective
has Delivery received

or

proper

assignee has executed

an Execution
to

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006 no
later

such agreement June 25 2006.

been

of the Issuers

Claim Holder
Linda 3316
S.

Turley-Hansen
St

E. Piro

Phoenix

AZ

85044

Plan Allowed Plan Class

Claim

35000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-672
BIW-672

7000 1750
1.750

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.

BUW-672
CSW-672 FNW-672

1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750
1.750

DBW-672
INW-672

VT VT

International

Corp.

Marketing

Services

Inc.

VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.

MKW-672 VDW-672 ARW-672 CNW-672 DUW-672
FRW-672

GEW-672
HSW-672 ITW-672 JPW-672

1750
1.750 1.750 1.750

VT
VT VT

Japanese Services Korean Services

Inc. Inc. Inc.

KOW-672
POW-672

Portuguese

Services

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-25

Filed 07/25/2007

Page 20 of 60
VTO2 3403

EXECUTION
Visitalk Capital S.

WARRANT ACCEPTANCE

AND EFFECTIVE

DELIVERY AGREEMENT

Corporation
St. Suite

14647 Phoenix

50th

130

AZ
or

85044

Dear

Sir

Madam
terms the
unless defined

A.

Capitalized

herein

have
or

the in

same
the

meaning
Joint

as defined

in the

warrant agreement
dated

effective

September confirmed the
Plan to ask

172004
by
the

Plan
States

Warrant
BanJcniptcy

Agreement
Court The
Section

Second

Plan of Reorganization
related that they to

June

22 2004

United

for the

District

of Arizona
represents

Case

No.

00-

13035-PFIX-RTB and reviewed had
the the

Plan
Warrant

ofvisitalk.com Agreement
regarding

Inc. the

Visitalk.
Plan and
the

Undersigned
5.9

have

received

Implementation documents.

Agreement

and have

opportunity

questions

the

terms

restrictions

of

these

B. categorized
in

Each

Issuer the

is

required if

under

the

Plan

to issue the

certain

warrants the
Section 5.9

Plan Warrants
Plan.

to various

claimants are defined

under

Plan
in

such

claimants

meet
the

terms of Warrant

of the

Such

Plan Warrants

the

Plan and

governed

accordance

with

Plan

Agreement.

C.

The

Undersigned

Madison
and
as the

Elizabeth
Effective

Truesdell Delivery

Trust

No. the
other their 5.9

UTA

dated

12/17/93

hereby
to

tenders

this Capital to

Execution Corporation
Certificate Finally the

Warrant
as

Acceptance
Issuer
is

Agreement
for the
all

Execution
Issuers

Agreement
unless issued

Visitalk

an

and

Implementation aso hereby
all

Agent
to

and

an executed
in

Election Entry
form.

Agreement
Execution

attached

elects

have
the

of

Plan Warrants Implementation

Book

Agreement

accepts

the

terms of

Section

Agreement.

D.

This undersigned
the part or

represents

that
if

the

Execution
this

Agreement

has been

duly

authorized

by

all

necessary by an

action

on

of

the

Undersigned of
the

and

necessary

Execution person
is

Agreement
legal
its

has or

been duly

executed of
the

authorized

officer

representative

Undersigned
is

and such
in

officer

representative

Undersigned

and

this

Execution

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery of the Plan and
as also sign

Warrant
return with

certificates

is

desired
Certificate

please

sign

and

return

BOTH
to

this

Execution

Agreement Agreement

and
along

the Election check
for

to

Agreement
issue fee as set

attached
therein.

the Plan

Warrant

Exhibit

the

certificate

forth

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENSS- THE REPRESENTATIONS HEREIN IN COMPLYING WITH ITS CONTAINED
Claim Issuer

Acc

CLA

VISIT
and
as

By
Its

OO6

CERTIFICATE
to
be completed
if the

OF AUTHORIZATiON
are

Plan Warrants

being

accepted

by an

iI
2.
State

TbL111\.A

10.

nii
of

is

ik
type number

name

of

company
and
existing

trust

partnership

or

other

form
the

of entity
the

organized

under

and

by

virtue

of

laws of

A/A
state and
its

entity and
its

tax

ID

ZJ
federal
tax that

77
ID
the or

and

it

is

currently

in

good

standing

charter

in

full

force

and

effect.

further

certify

S4 USkQ.Q
title and
further deliver

andlor

the

______________________ _____________________

are

fully to

authorized
effectuate

and
the

empowered
authority

to

make

execute

any

proper

hereby

con