Free Other Notice - District Court of Arizona - Arizona


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Pages: 46
Date: July 24, 2007
File Format: PDF
State: Arizona
Category: District Court of Arizona
Author: unknown
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Page Size: 611 x 1020 pts
URL

https://www.findforms.com/pdf_files/azd/24156/385-13.pdf

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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

Case

No.

00-1

3035-PHX-RTB
reviewed
the

the

Plan

of visitalk.com

Inc.

Visitalk. Plan

The Undersigned
5.9

that

they have

received and have

and had

1the

Plan Warrant
to

Agreement
the

the

the Section
restrictions

Implementation

Agreement

opportunity

ask

questions regarding

terms and

of these documents.

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

under

Plan
in

such

claimants with

meet
the

terms of Section

5.9

Such Plan Warrants

defined

the Plan and

governed

accordance

Plan Warrant

Agreement.

C. Effective

The Undersigned
Delivery

Alan Thomas

Bradbury
and

hereby

tenders
to

this

Execution

Warrant

Acceptance
as

and and
as

Agreement
for

the Execution

Agreement
unless an issued

Visitalk

Capital
to

Corporation
Certificate

an

Issuer
is

the

Implementation
also

Agent
to

the other Issuers
all

executed
in

Election Entry

Agreement

attached

hereby
all

elects

have
the

of

their 5.9

Plan

Warrants

Book

form.

Finally the Execution

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This undersigned
part

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

Execution person
is

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 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 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.
Ciaim

Hder

Accepted

and

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

CORPORATON

as

an

Issuer

Implementation

the other Issuers

Signatures

a11

record

holder

should

sign

By
Its

Michael$Wi11rns
PresicjEnt

Date

__________

2006

Date

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an

Entity

hereby

certify

that

4ti77t/

c///
of company trust partnership
and existing under and by
or

Entity
other

is

C/4-5
entity

name
type
is

form of entity of the
State

organized

virtue

of the laws

of

/4
state and
its

and

its

tax

ID number

iS
federal tax
that further certify

620if
ID or SS
the

and

it

is

currently

in

good

standing

charter

in full

force

and

effect.

_____________________________ title

and/or

the

______________________ title

are

fully to

authorized effectuate

and empowered

to

make

execute

and

deliver

any

and

all

written instruments

necessary

or

proper

the authority hereby

conferred.

further

certify

that

_______________________________

now

is

name
the

_______________________
title certif
that

and _______________________is

now

the

________________________
title

name
officers set forth

further

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

certify

the Execution of the Entity

Warrant and

Acceptance
legal

and Effective and binding

and validly executed

on behalf

constitutes

Dated

this

______

day of

200_.

_____________________________________________
Signature of be
certifying officer

Must

not

signed

by officer authorized

to

act

Title

of

certifying

officer

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 1 of 46
VT02271

CLAIM HOLDER SCHEDULE
The Warrants below

Plan

specified

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
later

such agreement June

been

of the Issuers no

25

2006.

Claim Holder
Alan Thomas Bradbury of Eden Arboretum

CIO Garden
10600

Hana Highway

Haiku HI 96708
Plan Allowed Plan Class

Claim

220000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-351 BIW-351 BUW-351 CSW-351 FNW-351
Inc.

44000 11000 11000 11000 11000 11000 11000 11000
11.000

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

Systems

DBW-351 INW-351

VT VT VT VT VT VT VT

International

Corp.

Marketing Video Arabic Chinese Dutch French

Services
Inc. Inc.

Inc.

Services Services

MKW-351 VDW-351
ARW-351 CNW-351

11000 11000 11000 11000 11000
11.000 11.000 11.000

Services

Inc.

Services Services

Inc. Inc. Inc. Inc.

DUW-351
FRW-351 GEW-351 HSW-351
ITW-351 JPW-351

VT German VT Hispanos VT VT
Italian

Services Services

Services

Inc. Inc. Inc. Inc.

Japanese Services Korean Services

VT
VT

KOW-351 P0 W-351

11000 11000

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 385-13

Filed 07/25/2007

Page 2 of 46
VT02271

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 defmed herein have
the
fri

A.

Capitalized

same meaning
the

as

defined Plan

in

the warrant

agreement dated June

effective

September 17
confirmed

2004 the Plan Warrant
States

Agreement
Court

or

Second

Joint

of Reorganization
to

22 2004
the

by the United

Bankruptcy

for the

District

of Arizona represents

related that

Case No.

00-1

3035-PIreviewed the opportunity

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan
the

The Undersigned
Section
5.9

they have

received and have

and had

Agreement
the

the

Implementation documents.

Agreement

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
in

under

the Plan
th

such

claimants

meet

terms of Section

5.9

Such

Plan Warrants

defined

the Plan and

governed

accordance

with the Plan Warrant

Agreement.

C. Effective

The Undersigned
Delivery

Albert

and

Karen

Neuburger Agreement
unless an issued

hereby
to

tenders

this

Execution
Corporation

Warrant Acceptance
as

and
the

Agreement
for

the Execution and

Visitalk

Capital

an

Issuer
is

and

as

Implementation
also

Agent
to

the other Issuers
all

executed
in

Election Entry

to Certificate

Agreement
the Execution

attached

hereby
all

elects

have
of
the

of

their 5.9

Plan

Warrants

Book

form.

Finally

Agreement

accepts

the terms

Section

Implementation

Agreement.

D.

This undersigned
part or

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

representative

Undersigned
enforceable

and such
in

officer

or representative

of the

and

this

Execution

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

CLAIM HOLDER

VISITALK
and
as

CAPITAL

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

or other
virtue

form of entity
of the
State

is

____________________
entity

organized

existing under

by

of the laws

of

type
is

state and
federal tax
that
it

and

its

tax

ID number

is

currently

in

good

standing

and

its

charter

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

in

full

force

and

effect.

further

certify

are

fully to

authorized effectuate

and

empowered

to

make

execute

and

deliver any
certify

written instruments

necessary

or

proper

the authority hereby

conferred.

further

that

_________________________________

now

is

name
the title further carry
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

out the terms

of the Execution

Warrant

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has

Agreement
duly

certify

the Execution of the Entity

Warrant

Acceptance
legal

and Effective and binding

been

and

validly

executed

on behalf

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 385-13

Filed 07/25/2007

Page 3 of 46
VT02271

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

Agreement

prior

June 15 2006 no
later

and such agreement
than

been

Corporation as the agent

of the Issuers

June

25

2006.

Claim Holder
Albert P.O.

and

Karen

Neuburger

Box 150357

San Rafael

CA

94915

Plan Allowed Plan Class

Claim

20000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-55
BIW-551 BUW-551 CSW-551 FNW-551
Inc.

4.000 1.000 1.000 1.000 1.000

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

DBW-551 INW-551

1000
1.000

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-551 VDW-551 ARW-551
CNW-551

1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000

DUW-551
FRW-551 GEW-551 HSW-551 ITW-551 JPW-551

KOW-551
POW-551

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Wanant

one

Warrant

Warrant.

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 4 of 46
VT02271

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
States

A. September confirmed

Capitalized

have

the
or in

same meaning
the

as

defmed
Plan

in

the warrant

agreement dated June

effective

17 2004

Warrant

Agreement
Court

Second

Joint

of Reorganization
to

22 2004

by the United

Bankruptcy

for the

District

of Arizona represents

related

Case No.

00-13035-PIand reviewed
the

the

Plan

of visitalk.com

hc.
the

Visitalk. Plan

The Undersigned
5.9

that

they have

received and have

Plan Warrant
to

Agreement

the Section
restrictions

Implementation

Agreement

had the opportunity

ask questions regarding

the terms and

of these documents.

B.

Each

Issuer the

is

required
if

under

the Plan

to

issue

certain

warrants

the Plan Warrants
of

to

various

claimants
are

categorized
in the

under and

Plan

such

claimants with

meet the terms of Section
the

5.9

th

Plan.

Such

Plan Warrants

defined

Plan

governed

in

accordance

Plan Warrant

Agreement.

C.

The Undersigned
Delivery

Craig A. and

Nancy

B.

Copeland Agreement
Warrants

hereby
to

tenders

this

Execution
Corporation
Certificate

Warrant
as

Acceptance
Issuer
is

and Effective

Agreement
for to

the Execution and
Plan
5.9

Visitalk

Capital
to

an

and

as

the Implementation attached
also

Agent
elects
all

the other Issuers

unless an executed issued
in

Election

Agreement
the

hereby

have

all

of

their

Book

Entry

form.

Finally

Execution

Agreement

accepts

the terms of the Section

Implementation

Agreement.

D.

This undersigned
part

represents

that

the Execution
this

Agreement

on the
officer

of the

Undersigned
of the

and

if

necessary

Execution person
is

been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its

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
return with

certificates

is

desired

please

sign

and

return

BOTH
therein.

this

Execution

Agreement

and

also sign

the

Election
for the

to Certificate
certificate

Agreement
set

attached

to the

Plan

Warrant Agreement

as Exhibit

aJong

check

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 UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.

RELY

Claim Holder Accepted

and

Agreed

Issuer

Acceptance

CLAIM

HOLE.

VISITALK
and
as

CAPITAL

CORPORATON

as

an

Issuer

Signatureall

record

olders

sh

uld

Dat2t2

sign

By
lts

Michael President

54/illiams Date 2006

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if the

Plan

Warrants

are

being

accepted

by an Entity

hereby

certif

that

Entity name
of

company

trust partnership

or

other

form of entity
of the
State

is

____________________
entity

organized

and existing under

and by

virtue

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 and
all

in full

force

and

effect.

further

certif

are

fully to

authorized effectuate

and empowered

to

make

execute

and
further

deliver

any

written

instruments

necessary

or

proper

the authority hereby

conferred.

certify

that

_______________________________

now

is

name
the

____________________________
title

and

____________________________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 385-13

Filed 07/25/2007

Page 5 of 46
VT02271

CLAIM HOLDER SCHEDULE
The Warrants below

Plan

specified

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

Craig A. and Nancy B. Copeland 1050 Glen Oaks Blvd

Pasadena

CA

91105

Plan Allowed Plan Class

Claim

50000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-374
BIW-374

10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500

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

BUW-374
CSW-374 FNW-374

DBW-374
INW-374

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 VT VT
Japanese Services Korean Services
Inc. Inc. Inc.

MKW-374 VDW-374 ARW-374 CNW-374 DUW-374
FRW-374

2500
2.500

GEW-374
HSW-374 ITW-374 JPW-374

2500
2.500

2500
2.500

KOW-374
POW-374

Portuguese

Services

2500

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 385-13

Filed 07/25/2007

Page 6 of 46
VT02271

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

EFFECTIVE DELIVERY

AGREEMENT

14647

5.

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein have
the
or in

A. September confirmed

Capitalized

same meaning
the

as

defined

in

the warrant

agreement dated June

effective

17

2004 the Plan Warrant
States Inc.

Agreement
Court
for

Second

Joint

Plan of Reorganization
related to

22 2004

by the United

Bankruptcy

the

District

of Arizona represents

Case No. 00-13035-PHX-RTB
reviewed the Plan Warrant

the

Plan

of visitalk.com and the Plan and

Visitalk.
had

The Undersigned
to

that

they have
their

Agreement

have

the opportunity

ask questions regarding

terms and

restrictions.

B.

Each

Issuer

is

required

under

the Plan
are

to

issue

certain in

warrants and

to

various

claimants accordance

categorized under

the Plan

the Plan Warrants.
Agreement.

Such

Plan

Warrants

defined

the Plan

governed

in

with the Plan Warrant

C. Delivery

The Undersigned Agreement

David

Andrew

Pendleton
to

hereby

tenders

this

Warrant
as

Acceptance
Issuer

and
as
is

Effective

the Acceptance
for

Agreement
Warrants

Visitalk

Capital

Corporation
to

an

and

the attached

Implementation hereby
elects to

Agent have

the other Issuers
their

and unless an executed
issued
in

Election form.

Certificate

Agreement

all

of

Plan

Book

Entry

D.

This

Acceptance

Agreement
this

has

been

duly

authorized has

by

all

necessary duly

action

on the

part

of the
officer

Undersigned
representative

and

if

necessary

Acceptance
and such
in

Agreement
is

been

executed

by an authorized
of the

or
this

of the

Undersigned
is

person

legal

officer

or representative

Undersigned

and

Acceptance

Agreement

enforceable

accordance

with

its

terms.

E.

If physical

delivery

of the

Plan Warrant and
return

certificates

is

desired
to

please

and

return

sign

BOTH
to

this

Acceptance

Agreement

and

also sign

the

Election check

Certificate
certificate

Agreement
issue
fee

attached forth

the

Plan Warrant Agreement

as Exhibit

along

with

for the

as

set

therein.

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 CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and

Agreed

Issuer

Acceptance

WARRANT HOLDER

VISITALK
and
as

CAPITA
gent

ORATON
for

as

an

Issuer

Implem

the other

ssuers

Signatures

ill record

holders

should

sign

By
Its

..

/t/

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 by

or other
virtue

form of entity
of the
State

is

___________________
entity

organized

and existing under

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

certify

are

fully to

authorized effectuate

and

empowered

to

make

execute

and
further

deliver any
certify

written

instruments

necessary

or

proper

the authority hereby

conferred.

that

_______________________________

now

is

name
the

___________________________
title

and

___________________________is

now

the

____________________________
title

name
officers set forth

further

certify

that

the

herein

or any and

one of them
Delivery

are

duly

authorized

by the Entity
further

to

execute the

and

carry

out the terms

of the

Warrant

Acceptance
Delivery obligation

Effective has

Agreement and
validly

and

certify

that

Warrant

Acceptance

and Effective and binding

Agreement of the

been

duly

executed

on behalf of the Entity

and constitutes

legal

Entity.

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 385-13

Filed 07/25/2007

Page 7 of 46
VT022720

EXHIBIT
CLAIM HOLDER OWNERSHIP
below
valid the specific

SCHEDULE
named Claim Holder named herein
Delivery received

The

Plan

Warrants

specified executed

are only

if

or

proper

assignee

has

Warrant

Acceptance

and

Effective has

Agreement by Visitalk

Accertance
Capital Corporation as

Agreement
the agent

prior to

March 31 2006
later

and such agreement
April

been

of the Issuers no

than

15

2006.

Claim Holder
David

Andrew Pendleton

Investment Investment

in in in

Series Series Series

1225

East

Krista

Way

Investment

Tempe AZ

85284

Other Investments

$47048.40

Plan Allowed Plan Class

Claim

47048.40

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCCW276
BIW-276
1356 1356 1356 1356

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

BUW-276
CSW-276 FNW-276 DBSIW-276 INW-276

VT VT VT VT VT VT

International

Corp.

Marketing Video

Services
Inc. Inc.

Inc.

Services

Arabic Services Chinese Dutch French Services

Inc.

Services Services

Inc. Inc.

MKW-276 VDW-276 ARW-276 CNW-276 DUW-276
FRW-276

1356 1356 1356 1356 1356 1356 1356 1356 1356 1356 1356

VT

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

GEW-276
HSW-276 ITW-276 JPW-276

KOW-276
POW-276

Portuguese

Services

Warrant
and one

Unit

consists

of

consist

of one

Warrant

one

Warrant

one

Warrant

one

Warrant

one

Warrant

Wanant.

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 8 of 46
VT02272

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
Warrant have
or the in

A. September confirmed

Capitalized

same meaning
the

as

defined Plan

ui the

warrant

agreement dated June

effective

17 2004 the Plan
by
the

Agreement
Court
for

Second

Joint

of Reorganization
to

22 2004
the

United

States

Bankruptcy

the

District

of Arizona represents

related that

Case No.

00-1

3035-PIreviewed the opportunity

the

Plan

of visitak.com

Inc. the the

Visitalk. Plan

The Undersigned
5.9

they have

received and have

and had

Plan Warrant
to

Agreement

the Section
restrictions

Implementation documents.

Agreement

ask questions regarding

terms and

of

these

B.

Each

Issuer the

is

required under
if

the

Plan

to

issue

certain

warrants

the Plan
of the

Wana
Such

to

various Warrants

claimants
are

categorized
in

under

Plan
in

such

claimants

meet the terms of Section

5.9

Plan.

Plan

defined

the Plan and

governed

accordance

with the Plan Warrant

Agreement.

C.

The Undersigned
and
as

Dobson
Delivery

Group Limited Partnership
Agreement the Execution
Issuers of
their 5.9

hereby

tenders
to

this

Execution Warrant
Capital
to

Acceptance
Issuer and

Effective

Agreement
unless an Warrants

Visitalk

Corporation
Certificate

as

an

the Implementation
is

Agent
elects

for to

the other

and
Plan

executed issued
in

Election

Agreement
Execution

attached

also

hereby
all

have
the

all

Book

Entry

form.

Finally the

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This undersigned
part

represents

that

the Execution
this

Agreement

has

been

duly

authorized

by

all

necessary

action

on the
officer

of the

Undersigned

and

if

necessary and
in

Execution person
is

Agreement
legal
its

has

been duly executed

by an authorized Undersigned

or representative Execution

of the Undersigned
is

such

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
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 HoIer and
Issuer

Accepted

Agrd

Acceptance

CLAIM

LDER

VISITALK
and
as

CAPITAL

COR

RATON

as

an

Issuer

Signatures

Date

/z4

all record

holders

should

sign

By
Its

Michael President

Williams

2006

Date

// Z_7

2006

CERTIFICATE OF AUTHORIZATION
to be
completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

O6v
name
of

ot
trust partnership and existing under

cC4.
or other
virtue

EntitY
of the
State

is

L4
entity

company
and

form of entity

organized

by

of the laws

of________
state and

type
is

and

its

tax

ID number

8Q
further

051
tax
that

C1
ID or SS
the execute and
further

and

it

Is

currently

in

good

standing

its

charter

federal
in full

force

and

effect.

certify

oSoi
title deliver any
certify

and/or

the

ro
title necessary

c.

o5oY\
is

are

fully to

authorized effectuate

and

empowered

to

make

and

all

written instruments
e-

or

proper

the authority hereby

conferred.

that

now

the

arid

Vtr So
name
herein or any one of

iis
them
and Effective

now

the title

rst/
by the Entity and
to

title
further certify that

the

officers

set

forth

are duly

authorized

execute
further

and
that

carry

out the terms

of the Execution

Warrant and

Acceptance
Delivery obligation

Delivery hIs

Agreement
uly

certify

the Execution

Warrant

Acceptance
legal

Effective

Agreement
of the

been

and a1id1y

executed

on behalf

of the Entity and

constitutes

and binding

En.

Dated

this

2.

day

of

2OO
Signature of
certi

j_____
officer

Must

not

be signed

by officer

authorized

to

act

5r-474V7
Title

of

certifying

ofcer

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 9 of 46
VT022 722

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 25 2006.

been

of the Issuers

Claim

Holder
Limited Partnership

Dobson Group

Vinson C. Dobson 2820
S.

Alma School

Rd

Suite

B-5

Chandler.

AZ

85248

Plan Allowed Plan Class

Claim

50000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-397
BIW-397

10000 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500

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

BUW-397
CSW-397 FNW-397

DBW-397
INW-397

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

MKW-397 VDW-397 ARW-397 CNW-397 DUW-397
FRW-397

2500 2500 2500 2500 2500 2500
2.500

GEW-397
HSW-397 ITW-397 JPW-397

KOW-397
POW-397

2500

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 385-13

Filed 07/25/2007

Page 10 of 46
VT022723

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.

Capitalized

have

the

same meaning Second

as

defined

in

the warrant

agreement dated June

effective

September 17 2004
confirmed

Agreement
Court
for

or in the

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. 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 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 and

Plan
iii

such

claimants with

mect
the

terms of Section Warrant

5.9

Such

Plan Warrants

defined

Plan

governed

accordance

Plan

Agreement.

C. Effective

The Undersigned
Delivery

Douglas

Charles Fer2uson

hereby
to

tenders Visitalk

this

Execution Warrant
Corporation
Certificate as

Acceptance
an Issuer
is

and
as

Agreement
for

the Execution and

Agreement
issued

Capital
to

and

the

Implementation
also

Agent
elects to

the other Issuers
all

unless an executed
in

Election Entry

Agreement
the

attached

hereby
all

have
the

of

their 5.9

Plan

Warrants

Book

form.

Finally

Execution

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This undersigned
part

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
of the

and
is

if

necessary

Agreement
legal
its

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
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. CORPORATION VISITALK CAPITAL AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAiNED HEREIN IN WITH ITS OBLIGATIONS.

COMPLY
Issuer

Claim

and

Agreed

Acceptance

VISITALK
and
as

CAPiTAL

CO
ent
fo

RATON

as

an

issuer

implementation

the other Issuers

sign

By
Its

MichaelS.
President

Willims Date

v/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_________ 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

in full

force

and

effect.

further

certify

________________________
title and
further

and/or

the

________________ title

are

fully to

authorized effectuate

and

empowered

to

make

execute

deliver

any

and

all

written

instruments

necessary

or

proper

the authority hereby

conferred.

certif

that

_______________________________

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
and

are

duly

authorized

by the Entity
and

to

execute
further

and
that

out the terms

of the Execution

Warrant
and and

Acceptance
Delivery obligation

Effective

Delivery has been

Agreement
duly and

certif

the Execution of the Entity

Warrant and

Acceptance
legal

Effective binding

Agreement
of the
Entity.

validly executed

on

behalf

constitutes

Dated

this

______

day of

200_. Signature of
certiflying officer

Must

not

be signed

by officer authorized

to

act

Title

of

certifjing

officer

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 11 of 46
VT022 724

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
Corporation

Agreement
as the agent

prior to

June 15 2006 no
later

such agreement June

been

of the Issuers

25

2006.

Claim

Holder
Charles

Douglas 8694

Ferguson Blvd 95624

Elk Grove

Elk Grove

CA

Plan Allowed Plan Class

Claim

10000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-41 BIW-41

2000
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
Inc.

BUW-41
CSW-41 FNW-41

DBW-411
INW-41

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-411 VDW-41 ARW-41 CNW-41 DUW-4 11
FRW-411

GEW-4
ITW-41 JPW-4

11

HSW-411

11 11

500 500 500

KOW-4

POW-411

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 385-13

Filed 07/25/2007

Page 12 of 46
VT022725

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

the

same meaning
the

as

defined

in

the warrant

agreement dated June

effective

September 17
confirmed

2004

Agreement
Court
for

or in

Second

Joint

Plan of Reorganization
related that to

by the United

Bankruptcy

the

District

of Arizona represents

Case No.

00-1

22 2004 3035-PHX-RTB
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

and had

Agreement

Implementation documents.

Agreement

the opportunity

ask questions regarding

terms and

restrictions

of these

B.

Each

Issuer

is

required
if such

under

the

Plan

to

issue

certain

warrants

the Plan Warrants
of the
Plan.

to

various claimants

categorized
in

under and

the Plan
in

claimants with

meet the terms of Section
the Plan Warrant

5.9

Such

Plan

Wanants

are

defined

the Plan

governed

accordance

Agreement.

C. Effective

The

Undersigned

Gamma

--

V-T

Investors

LP

hereby
to

tenders

this

Execution Warrant
Corporation
Certificate as

Acceptance
Issuer
is

and
as

Delivery

Agreement
for

the Execution and

Agreement
issued
in

Visitalk

Capital
to

an

and

the

Implementation
also

hereby
all

elects

Agent to have

the other Issuers
all

unless an executed

Election Entry

Agreement
the

attached

of

their 5.9

Plan

Warrants

Book

form.

Finally

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 by an

action

on the
officer

of the

Undersigned
of the

and
is

if

necessary and
in

Execution person
is

Agreement
legal
its

has been

executed

authorized

or representative Execution

Undersigned
enforceable

such

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
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
LjO

Issuer

Acceptance

CLAIM HOLDER
Yi-1441-

1LI7
holders

VISITALK

CAPIT

j1
Si

atures all

recrd

should

sign

DateC.

2006

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entity

hereby

certify

that

Ai1
name
of

jt
trust partners and
ip

Lf
of entity
of the
State

EntiW
of_________ state

company
and

or other fdrm

is

ij1
entity

organized

existing under

by

virtue

of the laws

type
is

and

its

tax

ID number

23
further

3OL7
federal tax
that

and

it

is

currently

in

good

standing

and

its

charter

ID or SS
the

11. and/or the 41i title and written

in full

force

and

effect.

certify

L1e4ar 1JI vr
title and
further

are

fully to

authorized effectuate

and

empowered

to

make

execute

deliver any
certify

insuets

necessary

or

proper

the authority hereby

conferred.

that

/4L..

ri

now

is

the

ns4 Astr\l
title
certify that

and

A\c
herein or

J/Afl name
any one of them
and
are

cj

4tltle
to

further

the

officers

set

forth

duly

authorized

by the Entity and

execute
further

and
that

carry

out the terms of the Execution

Warrant
and

Acceptance
Delivery obligation

Effective

Delivery has

Agreement
duly and

certify

the Execution of the Entity

Warrant
and

Acceptance
legal

Effective

Agreement
of the

be

validly executed

on behalf

constitutes

and binding

ity.

Dated

this

_____

day of

41

200.
Signature of
certifying officer

Must

not

be

L/
ned
officer

by officer authorized

to

act

fJc

Lt1

Title

of

certifying

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 13 of 46
VT022 726

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

Agreement

prior

June 15 2006 no
later

and such agreement
than

been

Corporation as the agent

of the Issuers

June 25 2006.

Claim Holder

Gamma
555

--

V-T

Investors

LP

Christopher

Nuneviller

CAO
111

Croton Road Suite

King of Prussia

PA

19406

Plan Allowed Plan Class

Claim

$1725000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-426
BIW-426

345000 86250 86250 86250 86250 86250 86250 86250 86250 86250 86250
86.250 86.250

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

BUW-426
CSW-426 FNW-426

DBW-426
INW-426

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-426 VDW-426 ARW-426 CNW-426 DUW-426
FRW-426

GEW-426
HSW-426 ITW-426 JPW-426

86250 86250 86250 86250 86250 86250

KOW-426
POW-426

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 385-13

Filed 07/25/2007

Page 14 of 46
VT022727

EXECUTION WARRANT
Visitalk Capital 50th Corporation Suite 130

ACCEPTANCE

AND EFFECTIVE DELIVERY

AGREEMENT

14647 Phoenix

S.

St.

AZ
or

85044

Dear

Sir

Madam
terms unless defmed herein the Plan Warrant
States hic.

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.

00-13035-PHX-RTB
and had reviewed

the
Plan
to

Plan
Warrant

of visitalk.com

Visitalk. Plan

The Undersigned
5.9

they have

received and have

Agreement

the

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

certain

warrants

the Plan Warrants
of the
Plan.

to

various Warrants

claimants
are

categorized
in

under and

the Plan
in

such

claimants with

meet the terms of Section
the

5.9

Such

Plan

defined

the Plan

governed

accordance

Plan

Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Gordon Deckelbaum Agreement
Issuers Plan the other
all

hereby
to

tenders

this

Execution
Corporation
to

Warrant
as

Acceptance
Issuer and
as

and the
is

Effective

the Execution
for

Visitallc

Capital

an

Implementation
also

Agent
elects to

and

unless an executed issued
in

Election Entry

Certificate

Agreement
the Execution

attached

hereby
all

have

of

their 5.9

Warrants

Book

form.

Finally

Agreement

accepts

the terms of the Section

Implementation

Agreement.

D.

This

undersigned

represents

that

the Execution
this

Agreement

has

been

duly

authorized

by

all

necessary

action

on the part of the Undersigned
officer

and
is

if

necessary

Execution person
is

Agreement
legal
its

has

been duly 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

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

CORPORATON

as

an

Issuer

should

sign

By

Wil1ms Date __________ 2006

Date

AAfl.

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

currently

in

good

standing

and

its

charter

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

in full

force

and

effect.

further

certify

are

ftilly

authorized
to

and

empowered

to

make

execute

and

deliver any
certify

written instruments

necessary

or

proper

effectuate

the authority hereby

conferred.

further

that

_______________________________

now

is

name
the

___________________________
title

and

__________________________is

now

the

____________________________
title

name
officers set forth

frirther

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
and and

Acceptance
Delivery obligation

and Effective Agreement
of the
Entity.

Delivery has

Agreement
and

certify

the Execution of the Entity

Warrant
and

Acceptance
legal

Effective binding

been duly

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 385-13

Filed 07/25/2007

Page 15 of 46
VT022728

CLAtM HOLDER
The Warrants below
an

SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received

Plan

specified

are only

valid

if

the specific

or

proper

assignee

has executed

Execution

Warrant and
than

Acceptance

Agreement by Visitalk
Capital

Execution
Corporation

Agreement
as the agent

prior to

June 15 2006 no
later

such agreement June

been

of the Issuers

25

2006.

Claim Gordon 6051

Holder
Deckelbaum
Dr.

N. Ocean

PH-S

Hollywood FL 33019
Plan Allowed Plan Class

Claim

150000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation
Inc. Inc. Inc. Inc. Inc.

VCW-387
BIW-387

30000 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500

VT VT

Billing

Services

Business Products

BUW-387
CS W-3
87

VT Consumer Services VT Financial Services

FNW-387

Dynamic Biometric Systems

DBW-387
INW-387

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 VT
Korean Services
Inc. Inc.

MKW-387 VDW-387 ARW-387 CNW-387 DUW-387
FRW-387

GEW-387
HSW-387 ITW-387 JPW-387

KOW-387
POW-387

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 385-13

Filed 07/25/2007

Page 16 of 46
VT022729

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 defmed hereth
have the

A. September confirmed

Capitalized

same meanthg
the

as

defined

th

the warrant

agreement dated June

effective

17

2004 the Plan Warrant
States

Agreement
Court
for

or in

Second

Jotht

Plan of Reorganization
related to

22 2004
the

by the United

Bankruptcy

the

District

of Arizona represents

Case No.

00-1

3035-PHIX-RTB
reviewed

the
Plan
to

Plan
Warrant

of visitalk.com

Inc.

Visitalk. Plan

The Undersigned
5.9

that

they have

received and have

and had

Agreement

the

the Section
restrictions

Implementation documents.

Agreement

the opportunity

ask questions regardthg the terms and

of these

B.

Each

Issuer

is

required
if such

under

the Plan

to

issue the

certain

warrants

the Plan Warrants
of the
Plan.

to

various

claimants
are

categorized
th

under and

the Plan
th

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan Warrants

defmed

the Plan

governed

accordance

Plan

Agreement.

C. Delivery

The Undersigned Agreement

Gregory Allen

Ray
and

hereby
to

tenders

this

Execution Warrant
Corporation
to as

Acceptance
Issuer

and Effective
as

the Execution
for

Agreement
Plan Warrants

Visitalk

Capital

an

and

the
is

Implementation
also

Agent
elects to

the other Issuers
all

unless an executed issued
in

Election Entry

Certificate

Agreement
the Execution

attached

hereby
all

have

of

their 5.9

Book

form.

Fthally

Agreement

accepts

the terms of the Section

Implementation

Agreement.

D.

This undersigned
part

represents

that

the Execution
this

Agreement
Execution person
is

on the
officer

of the

Undersigned
of the

and
is

if

necessary and
in

been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its

or representative Execution

Undersigned
enforceable

such

officer

or representative

of the

Undersigned

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
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 COMPLYING WITH ITS OBLIGATIONS.

RELY

Claim Holder Accepted

and

Agreed

Issuer

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

as

an

Issuer

2006

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
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

ftill

force

and

effect.

fUrther

certif5i

are

ftilly

authorized
to

and

empowered

to

make

execute

and
further

deliver

any and
that

written instruments

necessary

or

proper

effectuate

the authority hereby

conferred.

certify

_______________________________

now

is

name
the title
fbrther certify that

and

is

now

the title

name
officers set forth

the

herein

or any

one of them
and

are

duly

authorized

by the Entity
and

to

execute
further

and
that

carry

out the terms

of the Execution

Warrant
and

Acceptance
Delivery obligation

Effective

Delivery has been

Agreement
duly

certify

the Execution

Warrant

Acceptance
legal

Effective

Agreement
of the
Entity.

and validly executed

on behalf

of the Entity and

constitutes

and bthding

Dated

this

______

day of

200_.

_____________________________________________
Signature of be
certifying officer

Must

not

signed

by officer authorized

to

act

Title

of certifying

officer

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 17 of 46
VT022 730

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
to

Warrant and
than

Acceptance

Agreement by Visitak Capita

Execution
Corporation

Agreement
as the agent

prior

June

15 2006
later

such agreement June 25 2006.

been

of the Issuers no

Claim

Holder

Gregory Allen Ray 1964
Shields

Lane

Mt Pleaseant SC 29466

Plan Allowed Plan Class

Claim

16000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-592
BIW-592

3200
800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800

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

BUW-592
CSW-592 FNW-592

DBW-592
INW-592

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 Itaian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.

MKW-592 VDW-592 ARW-592 CNW-592 DUW-592
FRW-592 GEW-592 HSW-592 ITW-592 JPW-592

KOW-592
POW-592

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 385-13

Filed 07/25/2007

Page 18 of 46
VT02273

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 defmed herein the Plan Warrant
States

A. September confirmed

Capitalized

have

the in

same meaning
the

as

defmed
Plan

in the

warrant

agreement dated June

effective

17 2004

Agreement
Court

or

Second

Joint

of Reorganization
to

22 2004
the

by the United

Bankruptcy

for the

District

of Arizona represents

related that

Case No.

00-13035-PIand had reviewed
the

the

Plan

of visitalk.com

Inc. the the

Visitalk. Plan

The Undersigned
5.9

they have

received and have

Plan Warrant
to

Agreement
regarding

the Section
restrictions

Implementation

Agreement

opportunity

ask questions

terms and

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 under
in

Plan
in

such

claimants with

meet
the

terms of Section Warrant

5.9

Such

Plan Warrants

defined

the Plan

and

governed

accordance

Plan

Agreement.

C.

The Undersigned
and
as
is

Jeffrey Delivery

and

Abigail

Wasserman
the Execution

JTWROS
and
Plan

hereby
to

tenders Visitalk

this

Execution

Warrant
as

Acceptance
Issuer

Effective

Agreement Agent
elects for to

Agreement
Warrants

Capital
to

Corporation
Certificate

an

and

the Implementation attached
also

the other Issuers have
the
all

unless an executed issued
in

Election

Agreement
Execution

hereby
all

of

their 5.9

Book

Entry

form.

Finally

the

Agreement

accepts

the terms of

Section

Implementation

Agreement.

D.

This
part

undersigned
the

represents

that

the Execution
this

Agreement

has been

duly

authorized duly

by

all

necessary

action

on the
officer

of

Undersigned
of the

and
is

if

necessary and
in

Execution person
is

Agreement
legal
its

has been

executed

by an authorized Undersigned

or representative Execution

Undersigned
enforceable

such

officer

or representative

of the

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
fee

attached

the

Plan

Warrant Agreement

as Exhibit

along

check

certificate

issue

as

set

forth

therein.

BY EXECUTION BELOW THE UTh1DERSIGNED 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 HERE IN WITH ITS OBLIGATIONS.

COMPLY
Issuer

Claim Holder Accepted

and

Agreed

Acceptance

CLAIM HOLDER

VISITALK
and
as

CAPITAL

Imp

ate

Sture ll record holders // / 2006

should

sign

1/

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an

Entity

hereby

certif

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

and federal tax
that

it

is

currently

in

good

standing

and

its

charter

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

in

ftill

force

and

effect.

further

certify

are

fully to

authorized effectuate

and

empowered

to

make

execute

and
further

deliver any
certify

written

instruments

necessary

or

proper

the authority hereby

conferred.

that

_______________________________

now

is

name
the

and title

is

now

the title

name
officers set forth

further

certifj

that

the

herein

or

any one of them
and

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

Effective

Delivery has

Agreement

certif

the Execution

Warrant

Acceptance
legal

Effective binding

Agreement
of the
Entity.

been duly

and validly executed

on behalf

of the Entity and

constitutes

Dated

this

______

day of

200_.

_____________________________________________
Signature of certifing signed
officer

Must

not be

by officer

authorized

to

act

Title

of

certifiing

officer

Case 2:02-cv-02405-HRH

Document 385-13

Filed 07/25/2007

Page 19 of 46
VT022 732

CLAIM HOLDER SCHEDULE
valid the specific

The

Plan

Warrants

specified

below

are only

if

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 Holder
Jeffrey

and

Abigail

Wasserman JTWROS

30

Macleay

Rd NJ 07045

Monville

Plan Allowed Plan Class

Claim

10000.00

Issuers

Unit

Warrant

Units

Visitalk

Capital

Corporation

VCW-690
BIW-690

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
Inc.

BUW-690
CSW-690 FNW-690

DBW-690
INW-690

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-690 VDW-690 ARW-690 CNW-690 DUW-690
FRW-690

GEW-690
HSW-690 ITW-690 JPW-690

KOW-690
POW-690

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 385-13

Filed 07/25/2007

Page 20 of 46
VT022 733

EXECUTtON WARRANT
Visitalk Capital 50th Corporation St. Suite 130

ACCEPTANCE AND EFFECTIVE DELtVERY

AGREEMENT

14647

S.

Phoenix

AZ
or

85044

Dear

Sir

Madam
terms unless defined herein have the Plan
States the in

A. September confirmed

Capitalized

same meaning
the

as

defined

in the

warrant

agreement dated June

effective

2004 by
the

Warrant

Agreement
Court

or

Second

Joint

Plan of Reorganization
related to

22 2004

United

Bankruptcy

for the

District

of Arizona represents

Case

No. 00-3035-PHX-RTB
and had reviewed
the the

the

Plan

of visitalk.com

Jic. the the

Visitalk. Plan

The Undersigned
5.9

that

they have

received and have

Plan Warrant
to

Agreement

the Section
restrictions

Implementation documents.

Agreement

opportunity

ask questions regarding

terms and

of

these

B.

Each

Issuer the

is

required under
if

the

Plan

to

issue the

certain

warrants

categorized
in the

under

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 and

governed

in

accordance

Plan Warrant

Agreement.

C. Delivery

The Undersigned Agreement

Joel

F.

Hansen

hereby

tenders
to

this

Execution Warrant
Corporation
to

Acceptance
as

and and

Effective
as

the Execution
for

Agreement
and
Plan Warrants

Visitalk

Capital

an

Issuer

the
is

Implementation
also

Agent
to

the other Issuers
all

unless an issued

executed
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.

This undersigned
part

represents

that

the Execution
this

Agreement

has

been duly authorized
has

by

all

necessary

action

on the
officer

of the

Undersigned
of
the

and

if

necessary

Execution person
is

Agreement
legal
its

been

duly

executed

by

an

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 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 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

CAPITAL

CORPORATON

as

an

Issuer

other Issuers

all

record

holders

should

sign

ignatus

CERTIFICATE OF AUTHORIZATION
to be completed
if

the Plan

Warrants

are

being

accepted

by an Entitv

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
___________________________________ federal tax
that

and

its

tax

ID number

and

it

is

currently

in

good

standing

and

its

cha