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                                                                   EXHIBIT 10.26


                                    Exhibit C



NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK FOR WHICH IT IS
EXERCISABLE, HAVE BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE
SECURITIES LAWS AND THIS WARRANT HAS BEEN ISSUED IN RELIANCE UPON EXEMPTIONS
CONTAINED IN SUCH LAWS FOR TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING. THIS
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED, PLEDGED OR DISPOSED OF IN ANY MANNER IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS COVERING SUCH TRANSACTION OR,
IN THE ABSENCE THEREOF, AN OPINION OF BUYER'S COUNSEL THAT SUCH REGISTRATION IS
NOT REQUIRED AND ALL CONDITIONS NECESSARY FOR THE AVAILABILITY OF ANY EXEMPTIONS
FROM SUCH REGISTRATION REQUIREMENTS HAVE BEEN SATISFIED.


                         VIDEOCONFERENCING SYSTEMS, N.V.

                         CAPITAL STOCK PURCHASE WARRANT

         This is to certify that the Holder (as defined below) is entitled upon
the due exercise hereof to purchase from Videoconferencing Systems, n.v., a
Belgian limited liability company (the "Company"), 40,771 Common Shares at a
price per share as specified in Section 2 of this Warrant (subject to adjustment
as provided herein) and to exercise the other rights, power and privileges
hereinafter provided, all on the terms and subject to the conditions specified
herein.

SECTION 1.        Certain Definitions. Unless the context otherwise requires,
the following terms as used in this Warrant shall have the following meanings:

         "Affiliate" shall mean any partnership or corporation controlled by or
under common control with the initial Holder.

         "Common Stock" shall mean the Company's capital stock or any stock into
which such Common Stock shall have been changed or any stock resulting from
reclassification of such Common Stock.

         "Exercise Date" has the meaning set forth in Section 3 hereof.

         "Exercise Price" shall mean the price specified in Section 2 hereof, as
the same shall be adjusted from time to time pursuant to the provisions of this
Warrant.

         "Expiration Date" shall mean September 30, 2015.


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         "Fair Market Value" shall mean (i) the last sales price for a share of
Common Stock as officially reported on the principal national securities
exchange or domestic over-the-counter market on which the Common Stock is at the
time listed or traded at the time of determination of such Fair Market Value or
(ii) if such Common Stock is not at such time listed on a national securities
exchange or quoted in the domestic over-the-counter market, the fair market
value as determined by the Board of Directors of the Company in good faith after
review of all relevant factors.

         "Holder" or "Warrant Holder" shall mean VSI Enterprises, Inc., a
Delaware corporation, and its successors and registered assigns of this Warrant.

         "Warrant" means this Warrant and all warrants issued upon the transfer
or division of or in substitution for this Warrant.

SECTION 2.        Exercise Price. The Exercise Price shall be $4,077.00 (U.S.
Dollars) in the aggregate for the Common Stock. The Exercise Price shall be paid
in cash or other immediately available funds.

SECTION 3.        Exercise. On or prior to the Expiration Date, this Warrant may
be exercised by the Holder, as to all or less than all of the shares of Common
Stock covered hereby, by surrender of this Warrant at the Company's principal
office (for all purposes of this Warrant, Ingberthoeveweg 3/G, Aartselaar,
Belgium B-2630 or such other address as the Company may advise the registered
Holder hereof by notice given by certified or registered mail), together with
the form of election to subscribe attached hereto as Exhibit A duly executed and
payment to the Company of the Exercise Price for the shares so purchased. Upon
the date of receipt of all of the above by the Company (herein called the
"Exercise Date"), this Warrant shall be deemed to have been exercised and the
person exercising the same shall become a holder of record of shares of Common
Stock (or of the other securities or property to which he or it is entitled upon
such exercise) purchased hereunder for all purposes, and certificates for such
shares so purchased shall be delivered to the Holder or its transferee within a
reasonable time (not exceeding 10 days) after this Warrant shall have been
exercised as set forth hereinabove. In the event that this Warrant is exercised
in part, the Company will execute and deliver a new Warrant of like tenor
exerciseable for the number of shares for which this Warrant may then be
exercised. If this Warrant is not exercised on or prior to the Expiration Date,
this Warrant shall become void and all rights of the Holder hereunder shall
cease.

SECTION 4.        Taxes. The Company shall pay all expenses in connection with,
and all transfer taxes and other governmental charges that may be imposed with
respect to, the issue or delivery of the shares of Common Stock covered hereby
unless such tax or charge is imposed by law upon the Holder, in which case such
taxes or charges shall be paid by the Holder. The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of the Holder, and in
such case the Company shall not be required to issue or deliver any stock
certificate until such tax or the


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charge has been paid or it has been established to the satisfaction of the
Company that no such tax or other charge is due.

SECTION 5.        Warrant Register. The Company shall at all times while any
portion of this Warrant remains outstanding and exerciseable keep and maintain
at its principal office a register (the "Warrant Register") in which the
registration, transfer and exchange of this Warrant shall be recorded. The
Warrant Register shall contain the names and addresses of the Holder or Holders.
Any Holder of this Warrant or any portion thereof may change his or her address
as shown on the Warrant Register by written notice to the Company requesting
such change. Any notice or written communication required or permitted to be
given to the Holder may be delivered or given by mail to such Holder as shown on
the Warrant Register and at the address shown on the Warrant Register. The
Company shall not at any time, except upon the dissolution, liquidation or
winding up of the Company, close such register so as to result in preventing or
delaying the exercise or transfer of this Warrant. If at any time, the Company
shall appoint an agent (the "Warrant Agent") to maintain such register, the
Company shall promptly give notice by certified or registered mail to the
registered Holder hereof of the name of such Warrant Agent and of the place or
places at which this Warrant may be presented for transfer, exchange or
exercise. The terms of the agreement between the Company and any Warrant Agent
at any time in effect will be in conformity with the terms of this Warrant.

SECTION 6.        Transfer. The Company shall register the transfer of any
Warrant upon records to be maintained by the Company for that purpose, upon
surrender of this Warrant, with the form of transfer authorization attached
hereto as Exhibit B duly filled in and signed, to the Company at the office
specified above. Upon any such registration of transfer, a new Warrant, in
substantially the form of this Warrant, evidencing the Warrant rights so
transferred, shall be issued to the transferee and a new Warrant, in similar
form, evidencing the remaining Warrant rights not so transferred, if any, shall
be issued to the then registered Holder thereof. The Holder understands that
this Warrant has not been and will not be registered under the Securities Act of
1933, as amended (the "Securities Act") and that the Warrant and the shares of
Common Stock issuable upon exercise hereof may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of in the absence of an
effective registration statement under the Securities Act, relating to such
Warrant or shares; provided, however that this Warrant and the shares of Common
Stock issuable upon exercise hereof may be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of if the holder obtains a written opinion
of counsel acceptable to the Company to the effect that the proposed sale,
assignment, transfer, pledge or other encumbrance or disposition is exempt from
registration under the Securities Act, and all other applicable securities laws.
The Holder acknowledges and agrees that the shares of Common Stock issued upon
the exercise of this Warrant will contain a legend to the above effect.

SECTION 7.        Exchange. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal offices of the Company, together with the
form of transfer authorization attached hereto duly executed, for new warrants
of like tenor and date, in such denominations as the Holder shall designate at
the time of surrender for exchange, provided that


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the total number of shares of Common Stock issuable upon the exercise of the
Warrant shall not be changed as a result thereof.


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SECTION 8.        Covenants of the Company.

(a)               The Company covenants and agrees that all shares of Common
Stock which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and nonassessable, free from
preemptive rights, and free from all taxes, liens, encumbrances and charges with
respect to the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue). The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide for the
exercise in full of the rights represented by this Warrant.

(b)               As long as the Warrant remains outstanding, the Company shall
maintain an office or agency (which may be the principal executive office of the
Company) where the Warrant may be presented for exercise, registration of
transfer, exchange, division or combination as provided in this Warrant.

SECTION 9.        Adjustments for Stock Splits and Subdivisions.

(a)               In the event the Company should at any time or from time to
time after the date of issuance hereof fix a record date for the effectuation of
a split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Exercise
Price of this Warrant shall be appropriately decreased so that the number of
shares of Common Stock issuable upon exercise of this Warrant shall be increased
in proportion to such increase of outstanding shares.

(b)               If the number of shares of Common Stock outstanding at any
time after the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Exercise Price for this Warrant shall be appropriately increased so that the
number of shares of Common Stock issuable on exercise hereof shall be decreased
in proportion to such decrease in outstanding shares.

SECTION 10.       Holder's Rights. This Warrant shall not entitle the Holder to
any rights of a stockholder of the Company, except that should the Company,
during the period in which this Warrant is exerciscable, declare a dividend upon
the Common Stock payable other than in cash out of earnings or surplus (computed
in accordance with generally accepted accounting principles consistently
applied) or other than in Common Stock or securities convertible into Common
Stock, then, thereafter, the Warrant Holder, upon exercise of this Warrant,
shall


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receive the number of shares of Common Stock purchasable upon such exercise and,
in addition and without further payment, the cash, stock or other securities
and/or other property which the Warrant Holder would have received by way of
dividends (otherwise than in cash out of earnings or earned surplus or in Common
Stock or securities convertible into Common Stock) and/or any other
distributions in respect of the Common Stock as if, continuously since the date
hereof, such Warrant Holder (a) had been the record holder of the number of
shares of Common Stock then being purchased, and (b) had retained all such cash,
stock and other securities (other than dividends in cash out of earnings or
earned surplus or in Common Stock or securities convertible into Common Stock)
and/or other property payable in respect of such Common Stock or in respect of
any stock or securities paid as dividends and originating directly or indirectly
from such Common Stock.

SECTION 11.       Notice of Adjustments. If there shall be any adjustment as
provided in Section 9, the Company shall forthwith cause written notice thereof
to be sent by facsimile, overnight or registered mail, postage prepaid, to the
registered Holder of this Warrant at the address of such Holder shown on the
books of the Company. At the request of Holder and upon surrender of this
Warrant, the Company shall reissue this Warrant in a form conforming to such
adjustments.

SECTION 12.       Cash in Lieu of Fractional Shares. The Company shall not be
required to issue fractional shares upon the exercise of this Warrant if, by
reason of any change made pursuant to Section 9 or 10 hereof, the Holder of this
Warrant would be entitled, upon the exercise of any rights evidenced hereby, to
receive a fractional interest in a share, the Company shall, upon such exercise,
purchase such fractional interest for an amount in cash equal to the fair market
value of such fractional interest, determined as of the Exercise Date.

SECTION 13.       Lost, Stolen, Mutilated or Destroyed Warrants. If this Warrant
is lost, stolen, mutilated, or destroyed, the Company will issue, in exchange
for and upon cancellation of the mutilated Warrant, or in substitution for the
lost, stolen or destroyed Warrant, a new Warrant, in substantially the form of
this Warrant, of like tenor and representing the right to purchase the
equivalent number of the remaining shares of Common Stock issuable upon exercise
hereof, but, in the case of loss, theft or destruction, only upon receipt of
evidence satisfactory to the Company of such loss, theft or destruction of this
Warrant and, if requested by the Company, an indemnification also satisfactory
to it (it being understood that the written agreement of the Holder shall be
sufficient indemnity), provided, in the case of mutilation, no indemnity shall
be required if this Warrant in identifiable form is surrendered to the Company
for cancellation.

SECTION 14.       Certain Limitations. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by reason
of any adjustment hereunder, would cause the current Exercise Price to be less
than the par value per share of Common Stock.

SECTION 15.       No Impairment. The Company represents and warrants that there
are no restrictions in the Company's Certificate of Incorporation or Bylaws
which prevent it from


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satisfying its obligation to issue the shares of Common Stock issuable upon
exercise of the Warrant. The Company shall not by any action including, without
limitation, amending its Certificate of Incorporation or Bylaws, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, to avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment.

SECTION 16.       Applicable Law, Payments. The validity, interpretation and
performance of this Warrant shall be governed by the laws of Belgium. All
payments shall be in U.S. Dollars by immediately available funds.

SECTION 17.       Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Company and the Holder.

SECTION 18.       Headings. Headings of the paragraphs in this Warrant are for
convenience and reference only and shall not, for any purpose, be deemed a part
of this Warrant.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its duly authorized officer as of the 30th day of September, 1999.



                                            VIDEOCONFERENCING SYSTEMS, N.V.

                                            /s/ Paul D'Haeyer
                                            -----------------------------------
                                            By:      Paul D'Haeyer
                                            Title:   President


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                                    EXHIBIT A

                              FORM OF SUBSCRIPTION


         The undersigned, registered holder or assignee of such registered
holder of the within Warrant, hereby (1) subscribes for __________ shares of
Common Stock (subject to adjustment as provided herein) which the undersigned is
entitled to purchase under the terms of the within Warrant, (2) makes the full
cash payment called for by the within Warrant, and (3) directs that the shares
of Common Stock issuable upon exercise of said Warrant be issued as follows:


                                 Name:
                                      ----------------------------
                                 Address:
                                         -------------------------

Dated as of _________________________________.


                                           ----------------------------------
                                           (Name of Holder)

                                           By:
                                           Title:


NOTICE:  The name and signature on this subscription form must correspond with
the name as written upon the face of the within Warrant, or upon the assignment
form on the reverse thereof, in every particular, without alteration or
enlargement.


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                                    EXHIBIT B

                               FORM OF ASSIGNMENT


FOR VALUE RECEIVED ______________________________________ hereby sells, assigns,
and transfers unto _____________________, the right to purchase shares of Common
Stock of Videoconferencing Systems, n.v. (the "Company"), subject to adjustment
as provided herein, evidenced by the within Warrant, and hereby irrevocably
constitutes and appoints __________to transfer such right on the books of the
Company, with full power of substitution.

Date: ________________, _______.

                                          Name:


                                          By:
                                          Title


Date:
     ------------------------------
-----------------------------------



NOTICE:  The name and signature on this assignment must correspond with the name
as written upon the face of the within Warrant, or upon any assignment form duly
executed pursuant to the terms of the within Warrant, in every particular,
without alteration or enlargement.


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