Free Other Notice - District Court of Arizona - Arizona

ExECuTIoN Wuutwr
Visitalk Capital S.

ACCEPTANCE

AND

EmciwE

LELWERY

AGREEMIErIT

Corporation St. 85044
Suite

14647 Phoenix

50th

130

AZ
or

Dear

Sir

Madam
terms the
unless

A. September confirmed the Plan
to

Capitalized

defined

herein

have
or

the

same

meaning
Joint

as

defined

in

the

warrant

agreement dated

effective

172004
by
the

Plan
States

Warrant

Agreement
Court

in the

Second

Plan of Reorganization
related that to

June22

2004

gn

United

Bankruptcy

for the

District

of Arizona
represents

Case

No.

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

of

visitallc.com

Inc. the the

Visitalk.
Plan
the

The

Undersigned
5.9

they have

received

Wanant
questions

Agreement
regarding

Section

Implementation documenta

Agreement

and have

opportunity

ask

terms and

restrictions

of these

B.
categorized in the

Each

Issuer the

is required

under

the

Plan

to

issue the

certain

warrants

the

Plan Warrants
Plan.

to

various

claimants
are

under

Plan
in

if

such

claimants with

meet
the

terms of Section Agreement

5.9

of the

Such

Plan Warrants

defined

Plan and

govemed

accordance

Plan Warrant

C.

The

Undersigned the
for

Anthony
Execution
the all

Belfiore.

hereby
to unless

tenders
Visitalk

this

Execution

Warrant
as

Acceptance an
Issuer

and and as

Effective
the
is

Delivery

Agreement Agent
to

Agreement
Issuers

Capital Corporation Election Entry
to

Implementation
also

other of
their 5.9

and

an executed
in

Certificate

Agreement
the

attached

hereby
all

elects the

have of
the

Plan Warrants Implementation

issued

Book

form.

Finally

Execution

Agreement

accepts

terms

Section

Agreement.

D. on
the

This undersigned
part

represents

that if

the

Execution
this

Agreement

has been

duly authorized

by

all

necessary by

action

of the Undersigned
representative

and
the

necessary and
in

Execution person
is

Agreement
legal
its

has been or

duly executed of

an authorized Undersigned

officer

or

of

Undersigned
is

such

officer

representative

the

and

this

Execution

Agreement

enforceable

accordance

with

terms.

if

physical

delivery of the Plan
also

Warrant
return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Execution

Agreement and Agreement

sign

and

the Election check for the

to Certificate
certificate

Agreement
fee

attached

the Plan

Warrant

as Exhibit

along

issue

as

set

forth

therein.

BY EXECUTION REPRESENTS THAT THEY HAVE RECE WED BELOW THE UNDERSIGNED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND IMPLEMENTATION AGREEMENT AND RECEWED EFFECTWE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE WITH ITh QBLQATIONS. REPRESENTATIONS CONTAINED HEREIN IN COMPLYING

AN

Claim

Holder

Accepted

and Agreed

Issuer
VIIS

Acceptauc

HO

CAPITAL

ORPORATION
en

as an Issuer

theotherlssuers

Ceeroersshouldsir/ySWiliiams
CERTIFICATE
to
be completed
if

OF AumOmnTIori
are being accepted by an

the Plan Warrants

hereby

certify

that

E_tily name
of

company
and
existing

trust

partnership and by

or

other

form
the

of entity of the
State

is

________________
entity
tax

organized

under

virtue

of

laws

of________ state

and

its

ID

type number

is

___________________________ federal tax ID or SS
further certify that

and

it

is currently

in

good

standing

and

its

charter

in fill

force

and

effect

the______________________ tide

and/or

the

_________________
title or

are

filly to

authorized
effectuate

and the

empowered
authority

to

make

execute

and
further

deliver certify

any

and

all

written

instruments

necessary

proper

hereby

conferred.

that______________________

now

is

name
the

_______________________
title
that the officers

and

_______________________is

now

the

________________________
title by the and
validly

name
set forth

further carry the

certify the

herein

or any

one

tif

them
Effective

are

duly authorized Delivery

Entity

to execute
further

and
that

out

terms

of

the

Execution

Warrant
arid

Acceptance Delivery

and

Agreement duly and

certify

Execution
the Entity

Warrant and

Acceptance
legal

Effective

Agreement
Entity

has been

executed

on

behalf

of

constitutes

and

binding

obligation of the

Dated

this

day

of

200_. Signature of
certifying officer

Must

not

be signed

by

officer

authorixed

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 1 of 74
VTO2 3040

CLAIM HOLDER SCHEDaE
The
Plan Warrants assignee

specified has executed

below

are only

valid Warrant

if

the

specific

named and

Claim Holder
Effective

named

herein

or

proper

an Execution June

Acceptance such agreement

Delivery received

Agreement by
Visitallc

Execution
Corporation

Agreement
as the agent

prior to

15 no

2006 and
later

has

been

Capital

of

the Issuers

than

June

25

2006.

Claim Holder Anthony
550 Belfiore

Forest

Glen

Rd
20901

Silver Swing.

MD

Plan Plan

Allowed Class

Calm

10000.00

Issuers

Unit VCW-342
BIW-342

Warrant

Units

Visitalk

Capital

Corporation

2.000

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

500

BUW-342
CSW-342

..S
500

FNW-342
Inc.

Systems

DBW-342
INW-342

500

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

MKW-342 VDW-342 ARW-342 CNW-342 DUW-342
FRW-342

..j _.j
..iQQ

jQQ

GEW-342 HSW-342
ITW-342 JPW-342

jQQ
500
500

VT Italian Services Inc. VT Japanese Inc. Services VT Korean Services Inc. VT Portuguese Inc. Services

500 500
..jSQ

KOW-342 POW-342

Warrant Warrant and

Unit one

consists

of

consist

of one

Warrant

one

Warmnt

one

Warrant

one

Warrant

one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 2 of 74
VT02304

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

AGREEMENT

14647

S.

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein have the same meaning as defmed in the warrant agreement dated June the Plan Warrant Agreement or in the Second Joint Plan of Reorganization
States effective

A.

Capitalized

September 17 2004
confirmed

22 2004

by the United

Bankruptcy

Court

for the

Distiict

of Arizona represents

related that

to

Case No.

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

the
Plan
to

Plan
Warrant

of visitalk.com

Inc. the the

Visitalk. Plan
and
the

The Undersigned
Section of
5.9

they have

received and have

Agreement

Implementation documents.

Agreement

opportunity

ask questions regarding

terms

restrictions

these

B.

Each

Issuer the

is

required under
if

the

Plan

to

issue the

certain

warrants

the Plan Warrants
of
the Plan.

to

various

claimants
are

categorized
in the

under and

Plan
iii

such

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan Warrants

defmed

Plan

governed

accordance

Plan

Agreement.

C. Delivery

The Undersigned Agreement the
for

Blake E. Morrow. hereby Execution

tenders Visitalk

this

Execution

Warrant
as

Acceptance
an Issuer and

and Effective
as

Agreement
and
Plan Warrants

to

Capital

Corporation
to

the
is

Implementation
also

Agent
to

the other Issuers
all

unless an executed issued
in

Election Entry

Certificate

Agreement
the Execution

attached

hereby
all

elects

have
the

of

their 5.9

Book

form.

Finally

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This undersigned
part

represents

that

the Execution
this

Agreement
Execution person
is

has been

duly

authorized duly

by

all

necessary

action

on the
officer

of the

Undersigned
of the

and

if

necessary

Agreement
legal
its

has been

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

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 HOLDER

VISITALK
and
as

CAPITAL

ORATON

as

an

Issuer

Implementation

or the other

Issuers

___________________
Signatures

By Mi9bI
Its

SkilIiams Date 006

Date

___________

2006

Pesident

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certif

that

__________________________________________________________________________

Entity
of the State of

name
is

of

company
and

trust partnership

or other
virtue

form of entity

____________________
entity

organized

existing under

and by

of the laws

type
is

state ________________________________ tax ID or SS federal
further

and

its

tax

ID number

and

it

is

currently

in

good

standing

and

its

charter

in full

force

and

effect.

certif

that

the

_____________________________ title

andlor

the

______________________ title

are

fully to

authorized effectuate

and empowered

to

make

execute

and
further

deliver

any and
that

all

written

instruments

necessary

or

proper

the authority hereby

conferred.

certif

_______________________________

now

is

name
the

____________________________
title
officers

and ____________________________is

now

the

_____________________________
title

name
set forth

further

certif

that

the

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

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has been

Agreement
duly

and certif

the Execution of the Entity

Warrant and

Acceptance
legal

Effective

and validly executed

on

behalf

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 385-20

Filed 07/25/2007

Page 3 of 74
VTO2 3042

CLAIM HOLDER SCHEDULE
The Warrants below
valid the specific

Plan

specified

are only

if

named Claim Holder named herein
and
Effective has Delivery received

or

proper

assignee has executed

an Execution June

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior to

15 2006
no
later

such agreement June

been

of the Issuers

25

2006.

Claim Holder
Blake 4400 Plano
E.

Morrow
Lane

Sterling

TX

75093

Plan Allowed Plan Class

Claim

50000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-543 BIW-543

10.000 2.500 2.500

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

BUW-543
CSW-543 FNW-543

2500 2500
2.500

DBW-543
INW-543

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.

2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500

MKW-543 VDW-543 ARW-543 CNW-543 DUW-543
FRW-543 GEW-543 HSW-543 ITW-543 JPW-543

KOW-543
POW-543

Warrant Unit
and one Warrant.

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 4 of 74
VTO2 3043

WARRANT ACCEPTANCE
Visitalk Capital S.

AND EFFECTIVE DELIVERY

AGREEMENT

Corporation
St. Suite

14647 Phoenix

50th

130

AZ

85044

Dear

Sir or

Madam
terms the
unless defined

A.

Capitalized

herein

have
or

the
in

same meaning
the

as

defined Plan

in the

warrant agreement
dated 00-

effective

September confirmed the

172004
by
the

Plan
States

Warrant

Agreement
Court The

Second

Joint

of

Reorganization to

June

22 2004

United

Bankruptcy

for the

District

of Arizona
represents

related they

Case

No.

13035-PHIX-RTB
the

Plan

of visitalk.com and
the

Inc.

Visitalk.
had
the

Undersigned
to ask

that regarding

have

reviewed

Plan Warrant

Agreement

Plan and

have

opportunity

questions

their

terms and

restrictions.

B.

Each

Issuer

is

required

under

the

Plan are

to

issue

certain in the

warrants

to

various
in

claimants

categorized with the

under
Plan

the

Plan

the

Plan

Warrants.

Such

Plan

Warrants

defined

Plan and

governed

accordance

Warrant

Agreement.

C.

The

Undersigned the
for
all

Cameron
Accentance
the other Plan

L.

Truesdell
to

hereby
Visitalk

tenders Capital

this

Warrant

Acceptance
as

and and

Effective as
is

Delivery

Agreement Agent have

Agreement
Issuers

Corporation

an

Issuer

the

Implementation hereby
elects to

and

unless issued

an executed
in

Election
form.

to Certificate

Agreement

attached

of

their

Warrants

Book

Entry

This Undersigned
representative

Acceptance

Agreement
this

has

been

duly

authorized

by

all

necessary duly
or

action

on

the

part

of

the officer or this

and
of

if

necessary Undersigned
is

Acceptance such
in

Agreement
is

has been
officer terms.

executed

by

an authorized of
the

the

and

person

legal

representative

Undersigned

and

Acceptance

Agreement

enforceable

accordance

with

its

E.

If

physical

delivery of the Plan and
as also sign

Warrant
returD

certificates

is

desired
to

please

and

return

sign

BOTH
to

this the

Acceptance Plan

Agreement

and

the Election check
for

Certificate certificate

Agreement
issue fee as

attached forth

Warrant

Agreement

Exhibit

along

with

the

set

thereiu.

BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED EFFECTIVE DELIVERY OF ThE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS WITh ITS OBLIGATIONS. CONTAINED HEREIN IN COMPLYING

By
Its

p/Cfr
c21/

//

CERTIFICATE to
be completed
if the

OF

AUTRORM
are

XI ovVevCl_
by an

Plan Warrants

being

a6pted

EniI
Entth
State

hereby

certify

that

___________________________________________________________________ form of entity name of company trust partnership or other organized and
existing

isa ___________________ entity and
its

under

and

by

virtue

of

the

laws

of

the

of_________ state

type
is

tax

ID

number

________________________________ federal tax ID or SS
further certif5 that the

and

it

is

currently

in

good

standing

and

its

charter

in

full

force

and

effect.

_____________________________ title

and/or

the

______________________ title

are

fully to

authorized
effectuate

and
the

empowered
authority

to

make

execute

and
further

deliver

any

and

all

written

instruments

necessary

or

proper

hereby

conferred.

certify

that

________________________________

now

is

name
the

_______________________
officers forth

______________________isnowthe

_______________________ autpzed
nt alidl

further out

certif3 the

that

the

set

herein

or

any one
Effective

them
Delivery

are

duly

by

execut

and

carry

terms

of

the

Warrant
Effective

Acceptance Delivery
obligation

and

Agree

Warrant and

Acceptance
legal

and

Agreement
of the

has been
Entity.

duly and

ecu

ci

on behalf

of

the

Entity

constitutes

and binding

Dated

this

day

of

200_. Sig
atur ifijing fficer

igned

yofficer

authorized

to

act

certi
Title

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 5 of 74
VTO2 3044

EXHIBIT
CLAIM

HOLDER OWNERSHIP
valid if the specific

SCIIEDIJLE

The

Plan Warrants assignee

specified

below

are only

named

Claim

Holder

named

herein

or

proper

has executed
to

Warrant

Acceptance and such

and

Effective has been

Delivery received

Agreement Acceotance
by
Visitalk

Agreement
the

prior the

March
no

312006
later

agreement 2006.

Capital Corporation

as

agent

of

Issuers

than

April

15

Claim Holder Cameron
L.

Truesdell

Investment Investment

in in in

Series Series Series

9708

E.

Presidio

Rd. 85260-1417

Investment Other

Scottsdale.

AZ

Investmenls

$176500

Plan Plan

Allowed Class

Claim

176500

Issuers

Unit VCCW-310
BIW-310

Warrant

Units5t

Visitalk

Capital Corporation Services Products Services Services
Inc. Inc. Inc. Inc. Inc.

2fi424

VT

Billing

VT Business VT Consumer VT Financial
Dynamic

BUW-310
CSW-3l0 FNW-3l0 DBSIW-3l0
ITNW-3
10

iQ5 .QM IQ5 5Q$
5085

Biometric

Systems

VT VT VT VT

International

Corp. Services
Inc. Inc. Inc.

fiQ$
5085 5085 5085 5085 5085 5085

Marketing Video Arabic

Services Services

MKW-310 VDW-310 ARW-3t0 CNW-3 10 DUW-310
FRW-3l0

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

GEW-3 HSW-3
ITW-310 JPW-310

10 10

Q$j
5.Q$5
$.5

Services

Inc. Inc. Inc. lnc.

Japanese Korean

Services Services

5085 5085 5085

KOW-310
POW-3l0

Portuguese

Services

Warrant Warrant

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

and one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 6 of 74
VTO2 3045

EXECUTION
Visitalk

WARRANT ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

Capita
S.

Corporation
St. Suite

14647 Phoenix

50th

130

AZ
or

85044

Dear

Sir

Madam
terms the
unless defined

A. September confirmed the

Capitalized 17.

herein

have
or

the in

same
the

meaning
Joint

as defined

in

the

warrant agreement
dated

effective

2004
the

Plan
States

Warrant

Agreement
Court The
Section

Second

Pan

of Reorganization
to

June

22 2004

by

United

Bankruptcy

for the

District

of Arizona
represents

reated
that they

Case No.
received

00-

13035-PIX-RTB
and reviewed had
the opportunity the

Plan

of visitak.com Agreement
regarding the

Inc. the

Visitalk.
Plan
the

Undersigned
5.9

have

Plan Warrant
to

Implementation documents.

Agreement

and have

ask

questions

terms and

restrictions

of

these

B. categorized in the

Each

Issuer the

is

required
if

under

the

Plan

to issue the

certain

warrants Section

the
5.9

Plan Warrants
Plan.

to various

claimants are defined

under

Plan
in

such

claimants

meet
the

terms of

of the

Such

Plan

Warrants

Plan and

governed

accordance

with

Plan Warrant

Agreement.

C. Effective

The

Undersigned Agreement

Cameron
the
other

L.

Truesdell

hereby

tenders to

this

Execution
Capital

Warrant

Acceptance
as

and and
as the

Delivery

Execution
Issuers

Agreement
unless

Visitalk

Corporation

an

Issuer
is

Implementation
also

Agent
to

for the
all

and

an executed
in

Election Entry

to Certificate Finally the

Agreement
Execution

attached

hereby
all

elects the terms

have of the

of

their 5.9

Plan Warrants Implementation

issued

Book

form.

Agreement

accepts

Section

Agreement.

D. on
the

This
part or

undersigned
the

represents

that if

the

Execution
this

Agreement

has

been

duly

authorized

by

all

necessary by an

action

of

Undersigned of
the

and

necessary and
in

Execution person
is

Agreement
legal
its

has been duly
or

executed of
the

authorized

officer

representative

Undersigned
is

such

officer

representative

Undersigned

and

this

Execution

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery of and
also

the sign

Plan and along

Warrant
return with

certificates the

is

desired
Certificate

please

sign

and

return

BOTH
to

this the

Execution

Agreement Agreement

Election
for the

to

Agreement
issue fee as set

attached
therein.

Plan

Warrant

as

Exhibit

check

certificate

forth

BY EXECUTION REPRESENTS THAT THEY HAVE RECEIVED BELOW THE UNDERSIGNED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN ThE SECTION 5.9 AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND IMPLEMENTATION AGREEMENT 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 OH 4S.
Accei

Claini

Issuer

CL.

VISITAL
and
as

Its

President

006

CERTIFICATE
to
be completed
if

OF AUTHORIZATION
are

the

Plan Warrants

being

accepted

by an

hereby certi

that

name
is

of

company
and
existing

trust

partnership

or

other

form
the

of entity
the State

___________________ entity type
is

organized

under

and

by

virtue

of

laws of

of_________ state

and

its

tax

ID

number

__________________________________ federal tax ID or SS
further

and

it

is

currently

in

good

standing

and

its

charter

in fill

force

and

effect.

certi

that

the

________

andlor title

the

________________________

___________________
title

are

fully to

authorized
effectuate

and empowered
the authority

to

make

execute

and
further

deliver

any

and

all

written

instruments

necessary

or

proper

hereby

conferred.

certi

that

________________________________

now

is

name
the

and title

is

now

the

name
officers set forth

title of

further out

certi
the

that

the

herein

or

any

one

them
Effective

are

duly authorized Delivery

by

the

ity

to
flirt

ute

and
that

carry the

terms

of

the

Execution

Warrant and and

Acceptance Delivery
obligation

and

ci

certif3

Execution
the Entity

Warrant and

Acceptance
legal

Effective

Agreement of
the Entity.

has be

dul

dly

executed

on

behalf

of

constitutes

binding

______

Dated

this

day

of

200_.

___________________________________________ Sig
ture

ying

ficer officer

authorized

to

act

e_bisiFed
Title

of eertiinW6fficer

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 7 of 74
VTO2 3046

CLAIM HOLDER SCHEDULE
The named
and

Plan Warrants assignee

specified

below an
to

are

only

valid

if the

specific

Claim

Holder

named

herein

or

proper

has executed
prior

Execution June

Warrant and

Acceptance such June

Effective has been

Delivery received

Agreement
by
Visitalk

Execution
Corporation

Agreement
as the

15 2006
no
later

agreement

Capital

agent

of

the

Issuers

than

25

2006.

Claim Holder Cameron
9708
E. L.

Truesdell Rd. 85260-1417

Presidio

Scottsdale.

AZ

Plan Plan

Allowed Claim Class

842500.00

Issuers

Unit
Capital Corporation

Warrant

Units

Visitalk

VCW-668
BIW-668

168.500

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

42125 42125 42125 42125
42.125

BUW-668
CSW-668 FNW-668

DBW-668
ThW-668

VT VT VT VT VT VT VT

International

Corp. Services
Inc. inc. Inc. inc. inc. Inc.

42125
42.125

Marketing Video Arabic Chinese Dutch French

Services Services Services Services Services

MKW-668 VDW-668 ARW-668 CNW-668 DUW-668
FRW-668

42125
42.125

42125 42125 42125 42125 42125 42125 42125 42125
42.125

VT German Services Inc. VT Hispanos inc. Services VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services inc. VT Portuguese Services Inc.

GEW-668
HSW-668 ITW-668 JPW-668

KOW-668
POW-668

Warrant Warrant

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

and one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 8 of 74
VTO2 3047

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. September confirmed

Capitalized

have
or

the in

same meaning
the

as

defined Plan

in the

warrant

agreement dated June

effective

17

2004

Agreement
Court
for

Second

Joint

of Reorganization
to

22 2004
the

by the United

Bankruptcy

the

District

of Arizona
represents

related that

Case No. 00-1303
received and

5-PHIX-RTB
reviewed
the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

Agreement

the

Implementation

Agreement

and have

had

opportunity

ask

questions regarding

the terms and

restrictions

of these documents.

B.

Each

Issuer

is

required
if

under

the

Plan

to

issue

certain

warrants

the Plan Warrants
of the
Plan.

to

various Warrants

claimants
are

categorized
in

under and

the Plan
in

such

claimants

meet the terms of Section

5.9

Such

Plan

defined

the Plan

governed

accordance

with the Plan Warrant

Agreement.

C. Delivery

The

Undersigned

Christine

Kelly hereby

tenders
to

this

Execution Warrant
Corporation
to

Acceptance
as

and and
as

Effective the
is

Agreement

the Execution
for

Agreement
Issuers Plan

Visitalk

Capital

an

Issuer

Implementation
also

Agent
elects to

the other
all

and

unless an issued

executed
in

Election Entry

Certificate

Agreement

attached

hereby
all

have
the

of

their 5.9

Warrants

Book

form.

Finally the Execution

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This
part

undersigned

represents

that

the

Execution
this

Agreement

has been

duly has

authorized

by

all

necessary

action

on the
officer

of the

Undersigned
of the

and
is

if

necessary

Execution person
is

Agreement
legal
its

been duly

executed

by an authorized Undersigned

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 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
fee

attached

the

Plan

Warrant Agreement

as Exhibit

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

CLAI4 HOLDER

VISITALK
and

CA

CORPORATON

as

an

Issuer

Signaes

a1rcord

holders

sho

Id

sign

ByMichael
Its President

S.

Williams

DateL44

2006

Date

2.

06

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certif

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

__________________________________ federal tax
that

and

it

is

currently

in

good

standing

and

its

charter

ID or SS
the ______________________________ title and/or the _______________________ title and
all

in

full

force

and

effect.

further

certif

are

fully to

authorized effectuate

and

empowered

to

make

execute

and

deliver any certif

written

instruments

necessary

or

proper

the authority hereby

conferred.

further

that

_______________________________

now

is

name
the

___________________________
title
that

and

__________________________is

now

the

____________________________
title

name
officers set forth

further

certif

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

certif

the Execution of the Entity

Warrant and

Acceptance
legal

Effective

and validly executed

on behalf

constitutes

and binding

Dated

this

______

day of

200_.

_______________________________________________
Signature of certifing
officer

Must

not

be signed

by officer

authorized

to

act

Title

of certifing

officer

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 9 of 74
VTO2 3048

CLAIM HOLDER SCHEDULE
The
Plan

Warrants

specified

below
an
to

are only

valid

if

the specific

named Claim Holder named herein
and
Effective has Delivery received

or

proper

assignee has executed

Execution June

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution

Agreement

prior

15 2006
later

such agreement June

been

Corporation as the agent

of the Issuers no

25

2006.

Claim

Holder
Kelly

Christine

1654

W. Yellowstone Way

Chandler.

AZ

85248

Plan Allowed Plan Class

Claim

5000.00

Issuers

Unit

Warrant

Units

VisitalkCapitalCorpor-ation

VCW-481 BIW-481 BUW-48l CSW-48l FNW-48l
Inc.

1000
250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250

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

Systems

DBW-48l INW-48

VT VT VT VT VT VT VT

International

Corp.

Marketing Video Arabic Chinese Dutch French

Services
Inc. Inc.

Inc.

Services Services

MKW-481 VDW-481
ARW-48l CNW-481 DUW-481 FRW-48

Services

Inc.

Services Services

Inc. Inc.

VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT VT
Korean Services
Inc. Inc.

GEW-48
HSW-481 ITW-48l JPW-48

Portuguese

Services

KOW-481 POW-48

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 385-20

Filed 07/25/2007

Page 10 of 74
VTO2 3049

EXECUTION WARRANT
Visitalk

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

Capital Corporation
S.

14647

50th

St. 85044

Suite

130

Phoenix

AZ
or

Dear

Sir

Madam
terms the unless defined Warrant Bankruptcy herein have
or the the

A.

Capitalized

same

meaning
Joint

as

defmed

in

the

warrant

agreement dated June

effective

September17
confirmed the by

2004
the

Plan
States

Agreemenf
Court
for

in the

Second

Plan of Reorganization
related that to

222004
the

United

District

of Arizona
represents

Case

No.

00-13035-PHX-RTB
and had reviewed
the

Plan
questions

of visitalk.com

Inc. the

Visitalk.
Plan
the

The

Undersigned
5.9 these

they have

received and have

Plan Warrant
to

Agreement
regarding

Section of

Implementation documents.

Agreement

opportunity

ask

the terms and

restrictions

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 the

under

Plan
in

such

claimants with

meet
the

terms of Section

5.9

Such

Plan Warrants

defined

Plan and

governed

accordance

Plan Warrant

Agreement
and
as

C. Delivery

The

Undersigned

Christopher

J.

Webb.

hereby
to Visitalk

tenders

this

Execution Corporation

Warrant
as

Acceptance and

Effective

Agreement Agent
to

the Execution
for the all

Agreement
Issuers Plan

Capital

an Issuer

the
is

Implementation
also

other of
their 5.9

and

unless an executed issued
in

Election Entry

to

Certificate

Agreement
the

attached

hereby
all

elects the

have of
the

Warrants

Book

form.

Finally

Execution

Agreement

accepts

tenns

Section

Implementation

Agreement

D. on
the

This undersigned
part

represents

that if

the

Execution
this

Agreement

has been

duly

authorized

by

all

necessary by an

action

of

the

Undersigned

and

necessary and
in

Execution person
is

Agreement
legal
its

has

been

duly executed of

authorized

officer

or

representative

of the Undersigned
is

such

officer

or

representative

the

Undersigned

and

this

Execution

Agreement

enforceable

accordance

with

terms.

E. Execution

If

physical

delivery

of the Plan sign

Warrant
return with

certificates

is

desired

please

sign

and

return

BOTH
to

this

Agreement and Agreement

also

and

the

Election for the

to

Certificate

Agreement
fee as set

attached
therein.

the Plan

Warrant

as Exhibit

along

check

certificate

issue

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

AND EACH

ISSUER

IS

REPRESENTATIONS
Claim Holder

DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION RELYING UPON THE ACCURACY AND COMPLETENESS OF THE CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
and Agreed
Issuer

Acce

Acce CAPI
p1

CJ4IM

HOLDER

VISIT
and as

CORPORATION
tion gent
fnr the

as

an

Issuer

other

Issuers

OA
aturq

al

rd holders 2006

should

sign

B1/Michael
President

S.

Williams

Date

tj/J4/1J

Date

II

2006

CiwJ

aTbffiW

2.-

TWfSP
to
be completed

CERTIFICATE
if the

OF AUTHORIZATION
are

Plan Warrants

being

accepted

by

an

Entj

hereby

certify

that

name
is

of

company
and
existing

trust

partnership and by

or other
virtue

form

of entity of the
State

__________________ entity type
its

organized

under

of the laws

of state

and

tax

ID number

is

____________________________ federal tax ID or SS
further certify that

and

it

is

currently

in

good

standing

and

its

charter

in

full

force

and

effect.

the

___________________and/or
title and
further deliver certify

the

_______________
title necessary or

are

fUlly to

authorized
effectuate

and the

empowered
authority

to

make

execute

any

and

all

written

instruments

proper

hereby

conferred.

that

now

is

name
the

______________________
title
certify the that

and

______________________is

now

the

_______________________
title execute
further

name
officers set forth

further

the

herein

or any

one

of

them

are duly

authorized

by

the

Entity

to

and
that

cany
the

out

tenns

of the Execution Acceptance
legal

Warrant and and

Acceptance Delivery

and

Effective

Delivery has been

Agreement
duly and

and

certify

Execution
the Entity

Warrant and

Effective binding

Agreement
the Entity.

validly

executed

on

behalf

of

constitutes

obligation of

Datedthis...................dayof

.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 385-20

Filed 07/25/2007

Page 11 of 74
VTO2 3050

CwM HOLDER
The
Plan Warrants assignee specified has executed

SCHEDULE

below
an
to

are only

valid

if the

specific

named
and

Claim

Holder

named

herein

or

proper

Execution June

Warrant and

Acceptance such agreement

Effective has been

Delivery received

Agreement
by Visitalk Capital

Execution
Corporation

Agreement
as the agent

prior of the

152006
no
later

issuers

than June

25

2006.

Claim Holder
Christooher 1453
J.

Webb
Avenue
10 128-2506

Lexington York.

New
Plan Plan

NY

Allowed Class

Claim

75000.00

Unit
Visitalk Capital Corporation

Warrant

Units

VCW-692
BIW-692

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

LQ

15.000

BUW-692
CSW-692 FNW-692
Inc.

Systems

DBW-692
INW-692

VT VT VT VT VT VT VT

International

Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc.

Marketing Video Arabic Chinese Dutch French

Services Services Services Services Services

MKW-692 VDW-692 ARW-692 CNW-692 DUW-692
FRW-692

j.jQ

VT German Services Inc. VT Hispanos Inc. Services VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

GEW-692
HSW-692 ITW-692 JPW-692

jQ
.j1Q

KOW-692
POW-692

Warrant Warrant and

Unit one

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Wanant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 12 of 74
VT02305

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 defined herein the Plan Warrant
States

A. September confirmed

Capitalized

have
or

the
in

same meaning
the

as

defined Plan

in the

warrant

agreement dated June

effective

17

2004

Agreement
Court
for

Second

Joint

of Reorganization
to

22 2004

by the United

Bankruptcy

the

District

of Arizona represents

related that

Case No. 00-1303
received and have and had

5-PHIX-RTB
reviewed
the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

Agreement
the

the

Implementation documents.

Agreement

the opportunity

ask

questions regarding

terms and

restrictions

of these

B.

Each

Issuer

is

required under
if

the Plan

to

issue

certain

warrants

the Plan Warrants
of the
Plan.

to

various

claimants
are

categorized
in

under and

the Plan
in

such

claimants

meet the terms of Section
Warrant

5.9

Such

Plan Warrants

defmed

the Plan

governed

accordance

with the Plan

Agreement.

C. Effective

The Undersigned
Delivery

David

Susan

Pulido

hereby

tenders
to

this

Execution Warrant
Capital
to

Acceptance
as

and

Agreement
for

the Execution and

Agreement
unless an issued
in

Visitalk

Corporation
Certificate

an

Issuer
is

and

as

the

Implementation
also

Agent
elects to

the other Issuers
all

executed

Election Entry

Agreement
the

attached

hereby
all

have

of

their 5.9

Plan

Warrants

Book

form.

Fthally

Execution

Agreement

accepts

the

terms of the 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
is

if

necessary

Execution person
is

Agreement
legal
its

has been

executed

by an authorized Undersigned

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
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 forth

the

Plan

Warrant Agreement

as Exhibit

check

certificate

issue fee as

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

VISITALK
and
as

CAPIT

as

an

Issuer

Imp

4464
Signature all record holders should

sign
Its

Date

2006

President

2006

CERTIFICATE OF AUTHORIZATION
to be competed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certif

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_________ 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

certif

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.

certif

_______________________________

now

is

name
the

____________________________
title
that

and ____________________________is

now

the

_____________________________
title

name
officers set forth

further

certifj

the

herein

carry

out the terms

of the Execution

Warrant

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

and
that

the Execution of the Entity

Warrant and

Acceptance
legal

and Effective
and binding

Agreement
of the
Entity.

has

been duly

and validly executed

on behalf

constitutes

Dated

this

______

day

of

200_.

___________________________________________
Signature of certifing
officer

Must

not

be signed

by officer

authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 13 of 74
VTO2 3052

CLAIM HOLDER
The Plan Warrants
proper

SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received

specified

below

are only

valid

if

the specific

or

assignee has executed

an Execution
to

Warrant

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior

June 15 2006 no
later

and such agreement
than

been

of the Issuers

June

25

2006.

Claim Holder
David
17

Susan

Pulido

Fossen

Way

Andover

MA

01810

Plan Allowed Plan Class

Claim

300000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-5

81

60000 15000 15000 15000 15000 15000 15000 15000 15000 15000 15000
15.000

VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc.

BIW-581 BUW-581 CSW-581 FNW-581
Inc.

VT
VT VT VT VT

Financial

Services

Inc.

Dynamic

Biometric Systems
Corp.

DBW-58
INW-581

International

Marketing Video

Services
Inc. Inc.

Inc.

Services

MKW-581 VDW-581
ARW-581 CNW-581

Arabic Services Chinese Services

VT

Inc.

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

DUW-581
FRW-581 GEW-581 HSW-581
ITW-581

15000 15000 15000
15.000

VT
VT VT

Japanese Services Korean Services

Inc. Inc. Inc.

JPW-581

5000
15000 15000

KOW-581
POW-581

Portuguese

Services

Warrant
and

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 14 of 74
VTO2 3053

EXECUTION
Visitalk Capital
S.

WARRANT ACCEPTANCE

AND EFFECTIVE

DELIVERY AGREEMENT

Corporation
St. Suite

14647 Phoenix

50th

130

AZ

85044

Dear

Sir

or

Madam
terms
tlse unless defined

A.

Capitalized

herein Agreensent Court
TIse

have
or for the

the

same

meaning

as defined

in the

warrant

agreement
dated

effective 22. 2t.04

September confirmed
Ilse Plan to

17 by

2004
thc

Plan
States

Warrant

in the

Second

JosntPlan

of Reorramzetion
related to

June

United

Bankruptcy

District

of Arizona
represents

Case No. recened

00.13035-PHX-RTB and reviewed had
the opportunity the

Plan
Warrant

of

visitalk.coni

Use. the the

Vjsita.
Plan and
the

t.ndersiened 5.9

that

the

have

Agreement
regarding

Section

Implementation documents.

Agreement

and have

ask

questions

terms

restrictions

of

these

B. categorized in the Plan

Each

Issuer the

is

required
if

under

the

Plan

to

issue

certain

warrants Section

the
5.9

Plan \Varrants
Plan.

to various Plan

cianuants are defined

under

Plan
in

such

claimants

meetthe
the

terms

of

of the

Such

Warrants

and govemed

accordance

with

Plan Warrant

Agreement.

C. Effective

The

Undersigned

David the
other

H.

Scliaer

Pill

hereby

tenslers

tins

Execsitiois. .apital

\Varrans

Acceptance
as

and and
as
tlse

Ielnerv

Agreement
for the
all

Execution
Issuers

Agreement
unless

to \isitalk

orpoiation

an

Isssier
is

Implementation
also

Agent
to

and

an executed
in

Election Entry

to Certificate Finally the

Agreement
Execution

attached

hereby
all

elects terms

have of
the

of

their 5.9

Plan Warrants Implementation

issued

Book

form.

Agreement

accepts

the

Section

Agreement.

D.

This the part or

undersigned
the

represents

that
if

the

Execution
this

Agreement

has

been

duly
has

authorized duly

by

all

necessary by an
the

action

on

of

Undersigned of
the

and

necessary and
in

Execution person
is

Agreement
legal
its

been

executed of

authorized

officer

representative

Undersigned
is

such

officer

or representasive

Undersigned

and

this

Execution

Agreement

enforceable

accordance

with

terms.

E.

If

physical

delivery

of the Plan
also sign

Warrant

certificates

is

desired
Certificate

please

sign

and

return

BOTH
to

this

Execution

Agreement Agreement

and

and
along

return the Election with check
for

to

Agreement
issue fee as set

attached forth
thereilt

the Plan

Warrant

as

Exhibit

the

certificate

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE SECTION EXE5UTED RE\IE\\EI THE PLAN WARRANT AGREEMENT 21 THE PLAN 5.9 IMPLEMENTATION AtREEI1ENT ANT ACKNt.\VLEDGE TI-tAT THEY HA\E EXECIJTEI RECEIVED EFFECTIVE DELIVERY OF TI-hE 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.

AM

AN

Claim

Holder

Accepted

and

Agreed

Issuer

Acceptance

VISITALK
and
as

CAPI

AL

CORPO
for

ATON
othe

as

an

Issuer

Issuers

Imlemets
rs

should sign

By
ichWWilliams
Date

5J06

CERTIFICATE to
hereby
that

OF AUTHORIZATION
arc hensg accepted

he

conipleted

if

the

Plais

\\arrants

by

ais

certify

__________________________________________________________________________________

Entity
or other

name
is

of

company
and
existing

trust

partnership

form
the

of entity
thse

__________________________

organized

under

and

hi

virtue

of

laws of

State

of

____________

entity
ansI
its

type
is

state ____________________________________ federal
tax that

tax

if inunher

and

it

is

currently

in

good

standing

and

its

charter

ID
the

or

SS and
or the ____________________________

ni hill

force

and

effect.

further

certify

____________________________________

title
are fully authorized to effectuate

title and
all

and
tlse

empowered
autlsority

to

make

execute

and
further

deliver

any

written

instruments

necessary

or

proper

hereby

conferred.

certify

tlszst ____________________________________________

now

is

name
ttse ____________________________________________

and

____________________________________________is

isow

the
______________________________________________

title
further out certify the that the officers set forth

name
herein
or

title

any

one of and

them
Effective

are

duly

authorized

by

the

Entity

to

execute
further

and
that

cany
the

terms

of

the

Execution

Warrant and and

Acceptance Delivery
obligation

Delivery
has

Agreement
duly

and
validly

certify

Execution
the Entity

Warmnt
and

Acceptance
legal

Effective

Agreement of
the Entity.

been

and

executed

on behalf

of

constitutes

binding

Dated

tisis

day

of
_______________

2tttt_.

______________________________________________________ Signature

of

certifying

officer

Must

not be signed

by

officer

authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 15 of 74
VTO2 3054

CLAIM HOLDER

SCHEDULE

The

Plan Warrants assignee

specified

below an
to

are

only

valid

if the

specific

named
and

Claim

Holder

named

herein

or

proper

has executed
prior

Execution June
15.

Warrant 2000
later

Acceptance such June

Effective has been

Delivery received

Agreement by
\isitalk Capital

Executin
Corporation

.-\geenient as
the

and than

agreement

agent

of

the

Issuers

no

25

2006.

Claim Holder
David H.

Schaer
Drive 05504

5LaTe

4
50.000.0

.-.O.eit

PrinclJ
Plan Plan Allowed

Claim

Class

Issuers

Unit
Corporation
Inc. Inc. Inc. Inc. Inc.

Warrant

Uthts

Visitallc

Capital

VCW624
BIW-624

VT VT VT VT

Billing

Services.

00
2.500

10.000

Business Cssisunier Financial

Products.
Services.

BUW-624
CS\V-624 FNW-624

2500
2.500 2.500

Services

Dynamic

Biometric

Systems.

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 Inc. Services. \T Italian Services Inc. VT Japanese Services. Inc. VT Korean Services Inc. VT Poituguese Services. Inc.

INW-624

MKW-624
VD\V-624

00 00
2.500 2.500 2.500 2.500 2.500 2.500 2.500 2.500 2.500

ARW-024 CNW-624 DtT\V.4
FR\V-624 GE\V-624 HSW-624
IT\\-624 .1PW-624

KO\V-624 POW-624

00
one Warrant one Warrant one Warrant one

2.500

Warrant Warrant

Unit

Consists

of

consist

of one

Warrant

and one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 16 of 74
VTO2 3055

EXECUTION
Visstallc

WARRANT ACCEPT ANCE AND EFnCUVE DELIVERY AGREEMENT

Captet

Corporation
St..

14647850th
Phoenix

Suite

130

AZ

85044

Dear

Sir or

Madam
terms the
States unless deEneci

A. September conlinned the

Capitalized 17.

herein

have
or

the

aante

meaning
Joint

at

defined

in the

warrant

agreement
dated

effective

2004
Ibe

in the

Second

Plan of Reorpoiredon
related that they to

by

United

Bankruptcy Visitdlle. Plan

Court The

for the

District

of Arizona
represents

Case

No.

22 2004 00.13035PHX.RTB
and reviewed had
the opportunity the

June

PJgn
questions

of visitaliceoni Agreement
regarding the

Inc. the

Undersigned
5.9

have

recaived

Plan Warrant
to

the

Section

Lnsplementaticn

Agreement

and have

ask

terms end

restrictions

of these

documents

B. categorized
irs

Each

Issuer the

is

required if

under

the

Plan

to

issue the

certain

warrants Section

the
5.9

to the Plan.

various

claimants are

under

Plan
in

such

claimants with

moat
the

Semis

of

of

Such

Plan

Warrants

deEned

the

Plan

and governed

accordance

Plan Warrant

Agreement

C.

The

Undersigned and
Effective

tonald Delivery

E.

Weedw.Jtk.Rnllnye.r the
the other
all

fleet and

hereby

tenders to Vieitaik

this

Execution

Warrant
as

Acceptance end Issuer Agreement Execution

Agreement Agent
elects tents for to

gpotjon
lessees

Aate.emezf
unleas

Capital to

Corporation
Certificate Finally

an

as
is

the

tmplinnentwtion
also accepts

an executed
issued in

Election

attached

hereby
all

have

of

their 5.9

Plan Warrants

Book

Entry form

the

Agreement

the

of the

Section

hnplementetion

Agreement.

D.

This undersigned
the part

repreeenta

that.

the

Execution
this

Agreement

has been

duly

authorised

by

all

necessary by an

station

on

of

the

Ltndersigned

and
the

if

necessary and
in

Execution person
is

Agreement
legal
its

bet
oe

bees.

duly executed of

authorized

officer

or representative

of

Undersigned
is

such

officer

representative

the

Undersigned

end

this

Execution

Agreement

enfbrceablc

aooordsnre

with

terms.

E.

If

physical

delivery and
as

of

the sign

Plan and along

Warrant
return with

certifienees the

ia

4sirad
bertifleate

please

sign.

and

return

BOTH
to

tide

Execution

Agreeerent

alto

Election
for

to

Agreement
issue fee as see

attached

the Plan

Warrant

Agreement

Exhibit

check

the

eerttfleate

forth therein

BY EXECUTION BELOW. THE UNDERSIGNED THAT nrn HAVE RECEIVED. REPRESENTS THE PLAN WAnANT AGREEMENt THE SECTION EXECUTED AND REVIEWED THE PLAN 5.9 IMPLEIvIEN .cTION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUtED AND RECEIVED EFFECTIVE DELIVERY OP THE PLAN WA.RRANTS. VISITALK CAflAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY A41ti COMPLETENESS OP THE HEREIN EN COIVULYING WITH ITS OBUGATIONS.
Claim Holder Accepted and

.gteed

CLAIM HOLDER

Signacuges

aL

record

tncidere

should

Date

.Jc

l3

2006

bi
CERTIFICATE

President

OF AUTHORIZATION
are

to

be completed

if the

Plan Warrants

being

accepted

by an

hereby

certify

that

____________

____________________
or other

________ form of entity
the State of.

is

of oornpsny trust paruserahip under organized and existing and by entity type
is

name

virtue

of the

laws of

state

and

its

tax

II

nurnbet

__________
further

___________ federal tax ID or 55
cettf5r that the

and

it

is

currently

in

good

standing

aed

its

charter

in fell

force

end

etTecu

__________ title

tndor

the

_________ title

era

fully to

authorized effectuate

end
the

empowered
authority

to

make

execute

and
further

deliver

any

and

all

written

inelrunt.enta

nerassary

or

proper

hereby

conferred.

certify

that

now

is

name

the_________
tide
furthcr carry the out certify the that the officers set forth

innowthe_ name
herein Execution Warrant and any one of them and Effective Acceptance
or are

___________
held by
the Entity to

duiy authorized Delivery

execute
farther

and
that

tests

of

the

.kgrenment and duly and

certify

Execution
the Entity

Warrant sad

Acceptance
legal

Effective

Delivery
obligation

Agreement of
the Entity.

has been

validi executed

oo

bettsslf

of

constitutes

and binding

Dated

this_dayof___...20
Signature of
certifying officer

Meat

not be signed

by

officer

authorized

to

act

Thie

of

certifying

officer

Case 2:02-cv-02405-HRH
ifl.flflI1

Document 385-20 Filed 07/25/2007 ckJninu TflL7V PC flA QCOT
Iflitili

lq 10f7UiQli

Page 17 of 74
VTO2 3056

aALM
Plan Warrants propes assignee
specified

HOLDER
if the

SCHEDULE
named
and Claim Holder

below

are

only

valid

spefic

named

berths

ore

has executed
prior

an Execution
to

Warrant 2006
later

Acceptance such

Effective

Delivery received

Agreement by
Visitaik

Execution
Corporation

Agreement
as the

Jima

15
no

and

agreement

has been

Capital

agent

of

the

Issues

than June

25

2006.

__________

_____________

Claim Holder E. Weeden Donald
c/a

Wesa
Mason
St.

IRA

Rollover

Tenet

145

Greenwich

CT

06830

Plan Plan

AJIwsd
Class

Claim

SJQQaQQQQQ

Wana.nt

Unts

Vieltalk

Capital Corporation

VCW-693 BIW-693 BTJW-693 CSW-693 FNW-693
Inc.

_ZSisQQQ

VT Billing Services Inc. VT Buelnosa Prndueta. Ito VT Consumer Services Inc. VT Financial Services. Inn Diamic Biometric Systerna. VT International Corp. VT Marketing Servicea Inc. VT Video Servicer Inc. VT Arabic Services Inc. VT Chineee Services Inc. VT Dutch Services Inc. VT French Services. Inc. VT German Services Inc. VT Hispanos Inc. Services VT Italian Services. Inc. VT Japaneae Services Inc. VT bcrean Inc. Servicer VT Portuguese Servicea Inc.

jQ0
5000 QQ

p6j
rNW-693

jQQQ

jQ
jQQj

fl00
..SQQQ

MIW-693 MQY2L62
ARW-693 CNW-693

QJr FRW693

500

QQQ
jJQQ
j.Qfi .IQQQ

E3
GEW-693 ITW-693 JPW-693

00
jQQQ
iQlIll

KOW-6P3 QWS12.

Warrant Warrant

title

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

inc

Warrant

one

and one

Warrant

Case 2:02-cv-02405-HRH

Document 385-20 Filed8L QS XY 07/25/2007 SKIUOH aaoizv
TQI8

Page 18 U3 gaa/T/9Q

of 74
VTO2 3057

EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
5.

AGREEMENT

Corporation St. Suite 130

14647 Phoenix

50th

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein the Plan Warrant
States

A. September confirmed

Capitalized

have

the

17

2004

Agreement
Court
for

or the

in the

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

agreement dated June

effective

22 2004

by the United

Bankruptcy

District

Case No.

00-13035-PHX-RTB
and reviewed
the the

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

Agreement

the

Implementation documents.

Agreement

had

opportunity

ask questions regarding

the terms and

resttictions

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
in

under and

the Plan
in

such

claimants with

meet

terms

of Section

5.9

Such Plan Warrants

defined

the Plan

governed

accordance

the Plan Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Donald

Harloff

hereby
to

tenders

this

Execution Warrant
Corporation
to

Acceptance
as

and Effective
as

the Execution
for

Agreement
and
Plan Warrants

Visitalk

Capital

an

Issuer and

the
is

Implementation
also

Agent
elects to

the other Issuers
all

unless an issued

executed
in

Election Entry

Certificate

Agreement

attached

hereby
all

have
the

of

their 5.9

Book

form.

Finally the Execution

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 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 VISITALK CAPITAL CORPORATION RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. 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

LDER

VISITALK
and
as

CAPIT

Implementation

Date

Date

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 by

or other
virtue

form of entity
of the
State

is

____________________
entity

organized

existing under

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

carry

out the terms

of the Execution

Warrant

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

and
that

the Execution

Warrant

Acceptance
legal

and Effective and binding

Agreement
of the
Entity.

has been

duly

and validly executed

on behalf

of the Entity and

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 385-20

Filed 07/25/2007

Page 19 of 74
VTO2 3058

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 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
Donald 23
Harloff
St

Walnut

CoramNY

11727

Plan Allowed Plan Class

Claim

15000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-444
BIW-444

3.000

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

750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750

BUW-444
CSW-444 FNW-444

DBW-444
INW-444

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-444 VDW-444 ARW-444 CNW-444 DUW-444
FRW-444

GEW-444
HSW-444 ITW-444 JPW-444

KOW-444
POW-444

Warrant
and

Unit

consists

of

consist

of

one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant.

Case 2:02-cv-02405-HRH

Document 385-20

Filed 07/25/2007

Page 20 of 74
VTO2 3059

EXECUTION
Visitalk Capital

WAItItANT

ACCEPTANCE AND EFFECTIVE DELIVERY

AGREEMENT

Corporation

14647 S. 50th St. Suite 130 AZ 85044 Phoenix Dear
A.
Sir

or

Madam

terms unless defined herein have the same meaning as defined in the warrant agreement effective 17 2004 the Elan Warrant Aareetnent or in the Second Joint Plan of Reorganization dated June 22 2004 by the United States Bancmptey Court for the District of Arizona related to Case No. 00-13035-PHX-RTB the the of visitallc.com Inc. Visitall. The Undersigned that they have received and reviewed represents Plan Warrant the Plan the Section 5.9 Implementation and have had the opportunity Agreement Agreement
Capitalized Septexnber confirmed

Pl

to

asic

questions regarding

the

terms and

restrictions

of

these

documents.

B.

Each

Issuer

is

required

under

the

Plan

to issue the

certain

warrants

categorized under the Plan if such claimants in the Plan and governed in accordance vith C.

meet
the

terms of Section

5.9

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

Plan Warrant

Agreement

The Undersigned Earle and Barbara A. ZiznmermanlDeitch JTWROS. hereby tenders this Execution Warrant Acceptance and Effective Delivery Agreement the Execution Agreement to Visitalk Capital to Corporation as an Issuer and as the Implementation Agent for the other Issuers and unless an ececuted Election Certificate also hereby elects issued in Book Entry form. Agreement is attached to have all of their Plan Warrants
Finally the Execution

Agreement

accepts

all

the

terms of the Section

5.9

Implementation

Agreement

D. on

This undersigned action represents that the Execution Agreement has been duly authorized by all necessary and if necessary this Execution part of the Undersigned Agreement has been duly executed by an authorized officer or representative of the Undersigned and such person is officer legal or representative of the Undersigned and this Execution in accordance with its terms. Agreement is enforeeable
the

If physical delivery of the Plan Warrant certificates Execution Agreement and also sign and return the Election Warrant Agreement with cheek for the as Exhibit along E.

is

desired please
Certificate

sign

and
set

return

BOTH
to

this

to

Agreement

attached

the

Plan

certificate

issue fee as

forth

therein.

BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED. EXECUTED AND REvIEWSI THE PLAN WARRANT AGREEMENT TIlE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVE EFFECTIVE DELIVERY OF THE PLAN WAR.R.ANTS. CORPORATION VISITALK CAPITAL AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OP THE
REPRESENTATIONS CONTAINED HEREIN
Claim Holder Accepted and IN

COMPLYING WITH
Issuer VISIT4

ITS 9eEIqsATIONS.

CLAIM HOLDER

and

as

405
to be
hereby certif that completed
if

By
Its

2006

CERTIFICATE OF AUTHORIZATION
the Plan Warrants are being accepted

by an Entity

name
___________________ entity type and its tax ID number is
is

of company.
and

organized

existing

trust partnership under and by

or other
virtue

form of entity of the laws of the
currently
in

State

of_________ state and
its

and
federal further certify
tax that

it

is

good

standing the

charter

ID or 55
the

in full

force

and

effect.

___________________________
tit