China Golden Dragon Travel Group : Exhibit 4.2 - Prepared by TNT Filings Inc.


  




  
    
      Exhibit 4.2

      visitalk.com,
      Inc. Bankruptcy Plan Distribution


     

    
      
        WARRANTS IN
          VISITALK
          CAPITAL
          CORPORATION

        AND
          ITS

        OPERATING
          SUBSIDIARIES

      

    

    

      CLASSES
        1 THROUGH
        7

       

    

    Master
      Warrant Agreement and related information Booklet

     

    
      

     

    
      
        
        

      


        
        

        
          

        

      

      
        
        

      

    
     

    PLAN
      WARRANT AGREEMENT

    


    ACCEPTANCE
      AND EFFECTIVE DELIVERY REQUIRED

    


    This
      Plan
      Warrant Agreement is effective as of the Effective Date of the Second Joint
      Plan
      of Reorganization of visitalk.com, Inc. and other Co-Proponents dated June
      22,
      2004. This Plan Warrant Agreement and the Plan Warrants are only valid if a
      Warrant Holder executes a Warrant Acceptance and Effective Delivery Agreement
      before March 31, 2006; and such Warrant Acceptance and Effective Delivery
      Agreement is received by Visitalk Capital Corporation before April 15,
      2006.

     

    TABLE
      OF CONTENTS


    

      
        	 	
                Page

              
	 	 
	
                PLAN
                  WARRANT AGREEMENT

              	 
	 	 
	
                BACKGROUND
                  AND DEFINITIONS

              	
                1

              
	
                ARTICLE
                  I - THE PLAN WARRANTS

              	
                2

              
	
                ARTICLE
                  II - EXERCISE PERIOD; REDEMPTION

              	
                3

              
	
                ARTICLE
                  III - ISSUANCE AND TRANSFER OF OWNERSHIP

              	
                4

              
	
                ARTICLE
                  IV - EXERCISE OF PLAN WARRANTS

              	
                6

              
	
                ARTICLE
                  V - LIMITATIONS ON EXERCISE

              	
                7

              
	
                ARTICLE
                  VI - RIGHTS AND DUTIES OF WARRANT AGENT

              	
                8

              
	
                ARTICLE
                  VII - CONTINGENT WARRANT HOLDER AGENT

              	
                10

              
	
                ARTICLE
                  VIII - RIGHTS AND DUTIES OF WARRANT HOLDERS

              	
                11

              
	
                ARTICLE
                  IX - NOTICES

              	
                11

              
	
                ARTICLE
                  X - MISCELLANEOUS

              	
                13

              
	 	 
	
                EXHIBITS
                  TO THE PLAN WARRANT AGREEMENT

              	 
	 	 
	
                A
                  - ISSUERS COVERED BY THE PLAN WARRANT AGREEMENT

              	
                16

              
	
                B
                  - FORM OF WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
                  AGREEMENT

              	
                17

              
	
                C
                  - FORM OF CLAIM HOLDER OWNERSHIP SCHEDULE

              	
                19

              
	
                D
                  - FORM OF WARRANT CERTIFICATE OR WARRANT UNIT
                  CERTIFICATE

              	
                20

              
	
                E
                  - FORM OF SUBSCRIPTION
                  AND EXERCISE
                  NOTICE

              	
                23

              
	
                F
                  - FORM OF ELECTION TO CERTIFICATE AGREEMENT

              	
                25

              
	
                G
                  - FORM OF CONTINGENT AGENT AGREEMENT

              	
                27

              


      

    

     

    
      
        
        

      


        
        

        
          

        

      

       

    

    PLAN
      WARRANT AGREEMENT 

    


    This
      Plan
      Warrant Agreement (the “Agreement”)
      is
      effective as of the Effective Date of the Second Joint Plan of Reorganization
      of
      visitalk.com, Inc. and other Co-Proponents dated June 22, 2004 (the
“Plan”).
      The
      Warrant Holders, as defined below, are a party to this Agreement pursuant to
      the
      operation of the Plan. However, this Agreement and the Plan Warrants, which
      are
      the subject of this Agreement, are only valid if a Warrant Holder executes
      a
“Warrant
      Acceptance and Effective Delivery Agreement”
before
      March 31, 2006 and such Warrant Acceptance and Effective Delivery Agreement
      is
      received by Visitalk Capital Corporation (“VCC”)
      before
      April 15, 2006. VCC is executing this Agreement and other related agreements
      necessary to implement this Agreement as an Issuer, as defined below, and as
      an
      agent for the other Issuers (the “Implementation
      Agent”),
      all
      of which are controlled by VCC.

     

    
      BACKGROUND
        AND DEFINITIONS 

    

    


    A.  The
      subject matter of this Agreement is the Series A through F Plan Warrants issued
      in accordance with the Plan (the “Plan
      Warrants”)
      for
      each of the companies on the listing attached hereto as Exhibit
      A
      and
      their successors (each such entity hereinafter an “Issuer”
or
      jointly “Issuers”).
      

    


    B.  Capitalized
      terms used but not otherwise defined in this Agreement have the same meaning
      as
      defined in the Plan. 

    


    C.  The
      Issuers are entities formed or authorized under the Plan, were Co-Proponents
      of
      the Plan, and, pursuant to certain exemptions provided in the Bankruptcy Code,
      are authorized to issue the Plan Warrants and, upon the exercise of the Plan
      Warrants, Shares, without registration of the Plan Warrants or Shares under
      applicable securities laws.

    


    D.  The
      term
“Share”
refers
      to one share of common stock of an applicable Issuer.

    


    E.  The
      term
“Claim”
refers
      to an allowed claim under the Plan and the term “Claim
      Holder”
is
      the
      owner of such Claim.

    


    F.  The
      maximum numbers of Plan Warrants to be issued for each Claim are specified
      in
      the Plan 

    


    G.  The
      registered holder of any Plan Warrant is hereinafter referred to as a
“Warrant
      Holder.”
      

    


    H.  The
      Issuers and the Warrant Holders desire to specify certain matters regarding
      the
      Plan Warrants. In accordance with the Plan, each Issuer will issue six series
      of
      Plan Warrants (each, a “Series”),
      designated as A Warrants, B Warrants, C Warrants, D Warrants, E Warrants and
      F
      Warrants, as further described in Article I. The term “Plan
      Warrants”
refers
      to all of the Series of Plan Warrants as a group. 

    


    I.  Each
      “Plan
      Warrant”
      entitles the Warrant Holder to purchase, subject to the terms and conditions
      set
      forth in this Plan Warrant Agreement, at any time on or after September 17,
      2004, and prior to the close of business on the Expiration Date, but not
      thereafter (unless the Plan Warrant is earlier the subject of a Call or the
      Plan
      Warrant Expiration Date is extended by the Issuer), one fully paid and
      non-assessable share of an Issuer’s common stock (“Common
      Stock”),
      or
      equivalent security of any successor thereto, at a purchase price equal to
      the
“Exercise
      Price”,
      as
      adjusted, unless lowered by the Issuer as set forth in Article I.

     

    
      
        
        

      


        1

        
          

        

      

      
        
        

      

    
     

    Plan
      Warrant Agreement 

    
      

    

     

    J.  Pursuant
      to the Plan, each Issuer will initially act as its own agent and perform the
      duties enumerated in this Agreement (the “Warrant
      Agent”)
      but
      each Issuer may determine, in their sole discretion, to engage another qualified
      person to act as its Warrant Agent to perform the duties and activities
      hereunder. Any reference to Warrant Agent refers to an individual Issuer, acting
      as its own Warrant Agent, or the appointed Warrant Agent of the Issuer, as
      the
      case may apply. 

     

    
      AGREEMENTS

    

    


    NOW,
      THEREFORE, in consideration of the above recitals, the following
      representations, warranties, covenants and conditions, and other good and
      valuable consideration, the receipt of which is acknowledged, the Warrant
      Holders, by executing the “Warrant
      Acceptance and Effective Delivery Agreement,”
a
      form
      of which is attached hereto as Exhibit
      B,
      agree
      with each Issuer as follows:

     

    
      ARTICLE
        I

      THE
        PLAN WARRANTS 

    

    


    1.1  Each
      Plan
      Warrant has a specified “Exercise
      Price,”
which
      is the amount, as adjusted from time to time as provided in Section 1.4 below,
      at which a Warrant Holder is entitled to purchase one Share from an Issuer.
      A
      Warrant Holder may exercise all or any number of a Series of Plan Warrants
      resulting in the purchase of a whole number of Shares.

    


    1.2  Initial
      Exercise prices.
      Each
      Series of Plan Warrants has an initial Exercise Price as set forth below.


    


    a)  Each
      Series A Warrant (an “A
      Warrant”)
      has an
      initial Exercise Price of $2.00. 

    


    b)  Each
      Series B Warrant (a “B
      Warrant”)
      has an
      initial Exercise Price of $2.00.

    


    c)  Each
      Series C Warrant (a “C
      Warrant”)
      has an
      initial Exercise Price of $3.00.

    


    d)  Each
      Series D Warrant (a “D
      Warrant”)
      has an
      initial Exercise Price of $3.00.

    


    e)  Each
      Series E Warrant (an “E
      Warrant”)
      has an
      initial Exercise Price of $4.00.

    


    f)  Each
      Series F Warrant (an “F
      Warrant”)
      has an
      initial Exercise Price of $4.00.

    


    1.3    
       Number
      of Plan Warrants.
      The
“Claim
      Holder Ownership Schedule”,
      attached hereto as Exhibit
      C,
      specifies, by Issuer, the number of each Series of Plan Warrants to be delivered
      to any Warrant Holder for a specified Claim under the Plan. Pursuant to the
      Plan, an Issuer, in their sole discretion, has the option of issuing the Plan
      Warrants as “Plan
      Warrant Unit.”
The
      Plan Warrants on Exhibit C are presented as Plan Warrant Units with each unit
      consisting of one Series A Warrant, one Series B Warrant, one Series C Warrant,
      one Series D Warrant, one Series E Warrant and one Series F Warrant. Pursuant
      to
      the Plan, in the future, a Plan Warrant Unit may consist of any combination
      of
      the Plan Warrants as determined by each Issuer in their sole
      discretion.

     

    
      
        
        

      


        2

        
          

        

      

      
        
        

      

    
     

    
      Plan
        Warrant Agreement 

      
        

      

       

    

    1.4    
       Adjustments
      in Number of Plan Warrants and Exercise Price.
      If,
      prior to the exercise of any Plan Warrant, an Issuer shall have effected one
      or
      more stock splits-ups, stock dividends or other increases or reductions of
      the
      number of Shares into which the Plan Warrants are exercisable without receiving
      compensation in money, services or property, then the number of Shares subject
      to a Plan Warrant may, at the sole discretion of the Issuer, (i) if a net
      increase shall have been effected in the number of outstanding Shares, be
      proportionately increased, and the cash consideration payable per share for
      the
      Exercise Price be proportionately reduced, or, (ii) if a net reduction shall
      have been effected in the number outstanding Shares, be proportionately reduced,
      and the cash consideration payable per Share for the Exercise Price be
      proportionately increased. Pursuant to the Plan, an Issuer may, in its sole
      discretion and without further shareholder approval, upon any increase or
      decrease in the number of shares of its common stock outstanding, elect to
      (i)
      keep the terms of any of its Plan Warrants outstanding unchanged, (ii)
      proportionately increase or decrease the Exercise Price and keep the number
      of
      Plan Warrants unchanged or (iii) proportionately increase or decrease the number
      of Shares issuable upon exercise of the Plan Warrants and keep the Exercise
      Price unchanged. 

    


    1.5  Discretionary
      Reduction in the Plan Warrant Exercise Price.
      An
      Issuer may, in its sole discretion and in accordance with the Plan, from
      time
      to time and, at any time, reduce
      the Exercise Price of any Plan Warrant subject to this Agreement, including
      a
      temporary reduction in the Exercise Price.

     

    
      ARTICLE
        II

      EXERCISE
        PERIOD; REDEMPTION 

       

    

    2.1  Plan
      Warrant Exercises.
      Unless
      individually extended as provided herein, the Plan Warrants will expire at
      5:00
      p.m., MST on March 17, 2006 (the “Warrant
      Expiration Date”).

    


    a)  All
      Plan
      Warrants hereunder may be exercised at any time after the Effective Date of
      this
      Agreement and prior to the Warrant Expiration Date.

    


    b)  After
      any
      Warrant Expiration Date, unless such date is extended by an Issuer and except
      as
      provided in Article VII, any unexercised Plan Warrants will be void and all
      rights of the Warrant Holders shall cease.

    


    2.2  Redemption.
      At any
      time prior to any Expiration Date, each Issuer, in its sole discretion and
      in
      accordance with the Plan, may redeem some or all of any then outstanding Plan
      Warrants for $.0001 per Plan Warrant (“Redemption
      Price”).
      In
      accordance with the Plan, an Issuer may choose to redeem all or any portion
      of a
      Series of Plan Warrants, which may be selected on a pro rata basis, by random
      lot or as otherwise fairly determined, all in the Issuer’s sole discretion. Upon
      an Issuer’s determination to redeem any Plan Warrants, such Issuer shall give
      notice (“Redemption
      Notice”)
      of its
      determination to all affected Warrant Holders and the Warrant Holders shall
      have
      the time specified in the Redemption Notice (the “Redemption
      Date”),
      which
      shall not be less than twenty (20) days from the date of such Redemption Notice,
      to exercise any Plan Warrant as provided herein. Upon expiration of the
      Redemption Date, and after expiration of the period during which limited rights
      may be granted to an agent under Article VII (the “Contingent
      Agent”),
      but
      only if one has been appointed by an Issuer as provided in Article VII, the
      Issuer shall pay the Redemption Price to the Warrant Holders. An Issuer shall
      not be required to pay any amount less than $1.00 to any Warrant Holder and
      any
      amounts less than $1.00 due to any Warrant Holder shall be retained by an
      Issuer.

     

    
      
        
        

      


        3

        
          

        

      

      
        
        

      

    
    
       

      
        Plan
          Warrant Agreement 

        
          

        

         

      

    

    2.3  Extension
      of the Warrant Expiration Date.
      An
      Issuer may, in its sole discretion and in accordance with the Plan, from time
      to
      time and, at any time, extend the Warrant Expiration Date of any Plan Warrant
      for any period of time. Notice to the Warrant Holders of Plan Warrant changes
      shall be provided in accordance with Article IX.

    


    
      ARTICLE
        III

      ISSUANCE
        AND TRANSFER OF OWNERSHIP 

       

    

    3.1    
       Form
      of Plan Warrant.
      The
      Plan Warrants may be issued in either uncertificated form (i.e., “Book
      Entry”)
      or in
      registered and certificated form, as determined pursuant to Section 3.2
      below.

    


    a)  Book
      Entry Form.
      If Plan
      Warrants are issued in uncertificated form (“Book
      Entry”),
      the
      Warrant Agent shall maintain records of the number of Plan Warrants owned by
      each registered Warrant Holder. The Warrant Agent shall report ownership
      positions to the Warrant Holders no more than sixty (60) days after the end
      of
      each calendar year or, if requested in writing by a Warrant Holder, each
      calendar quarter. The report shall indicate any transactions regarding the
      Plan
      Warrants such as exercises or transfers. The report shall be delivered by
      regular mail to the address appearing on a Warrant Agent’s records for any
      Warrant Holder. A Warrant Holder may elect delivery by e-mail or other similar
      delivery option as an alternative to regular mail. At any time an Issuer
      determines not to maintain Book Entry for the Plan Warrants, the Issuer it
      may
      certificate and deliver the warrants to the Warrant Holders at no cost to the
      Warrant Holders for the certification.

    


    b)  Certificated
      Form.
      If in
      certificated form, the warrant certificates (the “Warrant
      Certificates”)
      shall
      be substantially in the form attached hereto as Exhibit
      D.
      Warrant
      Certificates shall be signed by, or shall bear the facsimile signature of an
      Executive Officer of each Issuer and shall bear the Issuer’s corporate seal or a
      facsimile of the Issuer’s corporate seal. If any person, whose facsimile
      signature has been placed on any Warrant Certificate as the signature of an
      officer of an Issuer, shall have ceased to be an officer before the Warrant
      Certificate is countersigned, issued and delivered, the Warrant Certificate
      shall be countersigned, issued and delivered with the same effect as if the
      officer had not ceased to be an officer. Any Warrant Certificate may be signed
      by, or made to bear the facsimile signature of, any person who at the actual
      date of the preparation of the Warrant Certificate shall be a proper officer
      of
      an Issuer to sign the Warrant Certificate even though such person was not an
      officer upon the date of this Agreement. If a Warrant Agent other than the
      Issuer is appointed, and Warrant Certificates are issued after the appointment,
      Warrant Certificates shall be manually countersigned by the Warrant Agent and
      shall not be valid for any purposes unless so countersigned. The Warrant Agent
      hereby is authorized to countersign any Warrant Certificate that is properly
      issued and deliver the same to, or in accordance with the properly documented
      and verified instruction of, any registered Warrant Holder.

     

    
      
        
        

      


        4

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

          3.2  Delivery
            of Plan Warrant.
            The
            Warrant Holder shall select the method of delivery of the Plan Warrant,
            as set
            forth in Section 3.1b) above.

        

      

    

    


    a)  Book
      Entry Form.
      The
      Warrant Holder, by executing and delivering the “Warrant
      Acceptance and Effective Delivery Agreement,”
a
      form
      of which is attached hereto as Exhibit
      B,
      hereby
      elects to have all the Plan Warrants issued in Book Entry form. By executing
      only the Warrant Acceptance and Effective Delivery Agreement and thereby
      electing Book Entry for the Plan Warrants, the Warrant Holders also elect to
      have a Contingent Agent act for them under certain limited circumstances as
      set
      forth in Article VII.

    


    b)  Certificated
      Form.
      If the
      Warrant holder desires to receive physical delivery of the Plan Warrants (i.e.
      certificated form), such Warrant Holder must, in
      addition
      to
      executing the Warrant Acceptance and Effective Delivery Agreement as set forth
      in Section 3.2a) above, also execute and deliver the “Election
      to Certificate Agreement”
as
      attached hereto as Exhibit
      F.
      The
      Plan
      Warrants requested in certificated form will be issued in Units consisting
      of
      one A Warrant, one B Warrant, one C Warrant, one D Warrant, one E Warrant and
      one F Warrant for each Issuer. To receive certificates for the Plan Warrants,
      such Warrant Holder shall remit an issuance fee set forth in the Election to
      Certificate Agreement. Warrant
      Holders electing Plan Warrants in certificated form also waive any of the rights
      and benefits to having the Contingent Agent act for them under certain limited
      circumstances as set forth in Article VII.

    


    3.3  Transfer
      of Ownership.
      The
      Warrant Agent may register the transfer of any outstanding Warrant Certificate
      or any Book Entry ownership change upon the receipt of appropriate instruments
      of transfer, in a form satisfactory to both the Issuer and the Warrant Agent,
      duly executed by the Warrant Holder or a duly authorized attorney, including,
      if
      requested by the Warrant Agent, legal opinions and signature verification as
      required, in the Issuer’s sole discretion. An Assignment Form appears on the
      back of the “Form
      of Plan Warrant Certificate”
      attached hereto as Exhibit
      D.
      Upon
      any registration of transfer, either (i) a new Warrant Certificate shall be
      issued in the name of and delivered to the transferee and the surrendered
      Warrant Certificate shall be canceled or (ii) a new Book Entry shall be made
      reflecting the transfer and notice shall be given to the new Warrant Holder.
      In
      the event a certificated warrant is submitted for transfer, a customary cash
      fee
      for the transfer must accompany such Plan Warrant prior to the execution of
      the
      transfer.

    


    3.4  Mutilated
      or Missing Warrant Certificates.
      If any
      Warrant Certificate is mutilated, lost, stolen, or destroyed, an Issuer and
      the
      Warrant Agent may, on such terms as to fully indemnify them or otherwise as
      they
      may in their sole discretion impose (which shall, in the case of a mutilated
      Warrant Certificate, include the surrender thereof), and upon the receipt of
      evidence satisfactory to an Issuer and the Warrant Agent of such mutilation,
      loss, theft or destruction, issue a substitute Warrant Certificate of like
      denomination and tenor as the Warrant Certificate so mutilated, lost, stolen
      or
      destroyed. Applicants for substitute Warrant Certificates shall comply with
      such
      other reasonable regulations and pay any reasonable charges as an Issuer or
      the
      Warrant Agent may prescribe including costs of an indemnity bond, if required
      by
      an Issuer in its sole discretion.

     

    
      
        
        

      


        5

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    3.5  No
      Fractional Plan Warrants or Shares.
      An
      Issuer shall not be required to issue fractions of Plan Warrants upon the
      reissue of Plan Warrants due to any adjustments as described in Section 1.4
      or
      otherwise. In lieu of issuing any fractional interest, an Issuer shall round
      up
      to the nearest full Plan Warrant. If the total Plan Warrants surrendered by
      exercise would result in the issuance of a fractional Share, an Issuer shall
      not
      be required to issue a fractional Share but rather the aggregate number of
      Shares issuable will be rounded up to the nearest full share. At an Issuer’s
      sole option, an Issuer may pay the cash value of any such fractional interest
      in
      lieu of issuing additional Shares or Plan Warrants.

     

    
      ARTICLE
        IV

      EXERCISE
        OF PLAN WARRANTS 

       

    

    4.1  Method
      of Exercise.
      Subject
      to Article V, any Plan Warrant or any multiple of Plan Warrants evidenced by
      any
      Warrant Certificate or in Book Entry form may be exercised on or before the
      Expiration Date. Plan Warrants shall be exercised by the Warrant Holder by
      either (i) surrendering to the Warrant Agent the Warrant Certificate evidencing
      the Plan Warrants with a “Subscription
      and Exercise Notice,”
a
      form
      of which is attached hereto as Exhibit
      E,
      duly
      completed and executed showing the number of Plan Warrants being exercised,
      or
      (ii) if in Book Entry form, by delivering to the Warrant Agent a Subscription
      and Exercise Notice, duly completed and executed showing the number of Book
      Entry Plan Warrants being exercised. In addition, the Warrant Holder must
      deliver to the Warrant Agent, by certified check, or other immediately available
      funds or wire transfer, in U. S. dollars (“Good
      Funds”),
      as
      the Warrant Agent may elect, payable to the order of the Issuer of such Plan
      Warrant, the Exercise Price for each Share to be purchased. Both the
      Subscription and Exercise Notice relating to a certificated Plan Warrant and
      a
      Book Entry Plan Warrants are hereinafter referred to as an “Exercise
      Notice.”
      The
      form
      of Exercise Notice may be changed from time to time and, at any time, in the
      discretion of the Issuer.

    


    4.2  Delivery
      of Shares.
      Upon
      receipt of the Exercise Notice and
      payment
      in Good Funds of the full Exercise Price for the Plan Warrants that are the
      subject to the Exercise Notice, the Warrant Agent shall requisition the issuance
      of the required Shares, and deliver such Shares in accordance with the properly
      documented instructions of the Warrant Holder. The certificate for the Shares
      shall be deemed to be issued, and the person to whom the Shares are issued
      of
      record shall be deemed to have become a holder of record of the Shares, as
      of
      the date of the surrender of such properly executed Exercise Notice and payment
      of the Exercise Price in Good Funds, whichever shall last occur. If however,
      the
      books of an Issuer with respect to the Shares shall be deemed to be closed,
      the
      person to whom such Shares are issued shall be deemed to have become a record
      holder of such Shares as of the date on which such books of the Issuer shall
      next be open (whether before, on or after the Expiration Date). All Warrant
      Certificates surrendered upon exercise of Plan Warrants shall be
      canceled.

     

    
      
        
        

      


        6

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    4.3  Unexercised
      Warrants.
      If less
      than all the Plan Warrants evidenced by a Warrant Certificate or Book Entry
      are
      exercised upon a single occasion, until the Expiration Date, a new Warrant
      Certificate or Book Entry for the balance of the Plan Warrants not so exercised
      shall be issued and delivered to or recorded in the Warrant Holder’s name, or in
      accordance with transfer instructions properly given by the Warrant
      Holder.

    


    4.4  Escrow.
      Upon
      the exercise, or conversion of any Plan Warrant, the Warrant Agent, if not
      the
      Issuer, shall promptly deposit the payment of the Exercise Price into an escrow
      account established by mutual agreement of an Issuer and their Warrant Agent
      at
      a federally insured commercial bank. All funds deposited in the escrow account
      will be disbursed on a weekly basis to an Issuer once such funds have been
      determined by the Warrant Agent to be collected funds. Once the funds are
      determined to be collected funds, the Warrant Agent shall take actions to cause
      the certificate(s) representing the Shares issued pursuant to the exercise
      of
      the Plan Warrants to be issued.

    


    4.5  Expenses.
      Except
      for Section 4.6, expenses incurred by the Warrant Agent while acting in the
      capacity as Warrant Agent will be paid by each Issuer. These expenses, including
      delivery of Share certificates to the shareholder, will be deducted from the
      Exercise Price submitted prior to distribution of funds to the Issuer. The
      Warrant Agent will supply a detailed account statement relating to the number
      of
      Shares exercised, names of the registered Warrant Holder(s) and the net amount
      of funds remitted will be given to the applicable Issuer with each
      payment.

    


    4.6  Fees.
      At the
      time of exercise of any Plan Warrant, any cost for Share issuance and transfer
      fee is to be paid by the Warrant Holder. In the event the Warrant Holder must
      pay such fees and fails to remit same, the Warrant Agent, if agreed to by the
      Issuer, may elect to have such fee deducted from the proceeds prior to
      distribution to an Issuer.

     

    
      ARTICLE
        V

      LIMITATIONS
        ON EXERCISE 

       

    

    5.1  Limit
      of Exercise.
      The
      Warrant Holder, together with the Warrant Holder’s “affiliates,”
as
      such term is defined in the Securities and Exchange Commission’s rules and
      regulations, shall not be entitled to exercise any Plan Warrant if, after giving
      effect to such exercise, the Warrant Holder and its Affiliates would
      beneficially own in excess of 4.99% of the outstanding Shares of an Issuer.
      For
      purposes of the foregoing calculation, the Shares beneficially owned by a
      Warrant Holder and its Affiliates or acquired by the Warrant Holder and its
      Affiliates, shall include the number of Shares issuable upon exercise of such
      Plan Warrant with respect to which the determination is being made, but shall
      exclude the number of Shares that would be issuable upon (i) exercise of the
      remaining, non-exercised portion of any Plan Warrants issued by the Issuer
      and
      beneficially owned by such Warrant Holder and its Affiliates and subject to
      a
      limitation on conversion or exercise and (ii) exercise or conversion of the
      unexercised or unconverted portion of any other securities of an Issuer subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein. Except as set forth in the preceding sentence, for purposes of this
      paragraph, beneficial ownership shall be calculated in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).

     

    
      
        
        

      


        7

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    5.2  Warrant
      holder Representation.
      Each
      Exercise Notice executed by a Warrant Holder shall constitute a representation
      by such Warrant Holder that, after giving effect to such Exercise Notice, (i)
      such Warrant Holder will not beneficially own (as determined in accordance
      with
      this Article V) in excess of 4.99% of the outstanding Shares of an Issuer and
      (ii) the Warrant Holder will not have acquired, through exercise of such Plan
      Warrant or otherwise, a number of Shares that, when added to the number of
      Shares beneficially owned by the Warrant Holder at the beginning of the sixty
      (60) day period ending on and including the applicable date of exercise of
      such
      Plan Warrant, is in excess of 4.99% of the outstanding Shares of the Issuer
      following the exercise during the sixty (60) day period ending on and including
      the date of exercise.

    


    5.3  Shares
      Outstanding.
      For
      purposes of this Article V, in determining the number of the outstanding Shares
      of an Issuer, the Warrant Holder may rely on the number of outstanding Shares
      (i) as reflected on an Issuer’s web site or, (ii) at such time as an Issuer is a
      reporting Issuer under the Exchange Act, as reflected in an Issuer’s most recent
      annual, quarterly or current report filed pursuant to the Exchange Act, or
      (iii)
      as reflected in its most recent public announcement or other notice by an Issuer
      setting forth the number of Shares outstanding. The number of outstanding Shares
      shall be determined after giving effect to exercises of such Plan Warrant
      (including the exercise with respect to which this determination is being made)
      by the Warrant Holder.

    


    5.4  Waiver.
      An
      Issuer, in their sole discretion, may waive the ownership and exercise
      limitations imposed by this Article V in whole or in part upon receipt by the
      Warrant Holder of its undertaking, in form acceptable to an Issuer in its sole
      discretion, including if necessary legal opinions, to fully comply with all
      applicable securities law reporting requirements.

     

    
      ARTICLE
        VI

      RIGHTS
        AND DUTIES OF WARRANT AGENT 

    

    


    6.1 Third
      Party Warrant Agent.
      If an
      Issuer appoints a third party Warrant Agent, which it may do in its sole
      discretion, and such Warrant Agent accepts the appointment, such Warrant Agent
      will only accept upon the following terms and conditions, by all of which an
      Issuer and every Warrant Holder by acceptance of this Plan Warrant Agreement
      shall be bound:

    


    a)
        Statements
      contained in this Agreement and in the Warrant Certificates, if such Warrant
      Certificates are issued, shall be taken as statements of the Issuer. The Warrant
      Agent assumes no responsibility for the correctness of any of these statements
      except those that describe the Warrant Agent or any action taken or to be taken
      by the Warrant Agent.

    


    b)
        The
      Warrant Agent shall not be responsible for any failures of an Issuer to comply
      with any of an Issuer’s covenants contained in this Agreement or in the Warrant
      Certificates.

    


    c)
        The
      Warrant Agent may consult at any time with counsel satisfactory to it (who
      may
      also be counsel for its applicable Issuer) and the Warrant Agent shall incur
      no
      liability or responsibility to an Issuer or to any Warrant Holder in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      accordance with the opinion or the advice of such counsel, provided the Warrant
      Agent shall have exercised reasonable care in the selection and continued
      employment of such counsel.

     

    
      
        
        

      


        8

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    d)
        The
      Warrant Agent shall incur no liability or responsibility to an Issuer or to
      any
      Warrant Holder for any action taken in reliance upon any notice, resolution,
      waiver, consent, order, certificate or other paper, document or instrument
      believed by it to be genuine and to have been signed, sent or presented by
      the
      proper party or parties.

    


    e)
        An
      Issuer
      agrees to pay to the Warrant Agent reasonable compensation for all services
      rendered by the Warrant Agent in the execution of this Agreement, to reimburse
      the Warrant Agent for all expenses, taxes and governmental charges and all
      other
      charges of any kind in nature incurred by the Warrant Agent in the execution
      of
      this Agreement and to, except as a result of a Warrant Agent’s negligence or bad
      faith, indemnify the Warrant Agent and save it harmless against any and all
      liabilities, including judgments, costs and counsel fees, for this
      Agreement.

    


    f)
        The
      Warrant Agent shall be under no obligation to institute any action, suit or
      legal proceeding or to take any other action likely to involve expense unless
      an
      Issuer or one or more Warrant Holders shall furnish the Warrant Agent with
      reasonable security and indemnity for any costs and expense that may be incurred
      in connection with such action, suit or legal proceeding. However, this
      proceeding provision shall not affect the power of the Warrant Agent to take
      such action as the Warrant Agent may consider proper, whether with or without
      any such security or indemnity. All rights of action under this Agreement or
      under any of the Plan Warrants may be enforced by the Warrant Agent without
      the
      possession of any of the Warrant Certificates or the production thereof at
      any
      trial or other proceeding relative thereto, and any such action, suit or
      proceeding instituted by the Warrant Agent shall be brought in its name as
      Warrant Agent, and any recovery of judgment shall be for the ratable benefit
      of
      the Warrant Holders as their respective rights or interest may
      appear.

    


    g)
        The
      Warrant Agent and any shareholder, director, officer or employee of the Warrant
      Agent may buy, sell or deal in any of the Plan Warrants or other securities
      of
      an Issuer or become pecuniary interested in any transaction in which an Issuer
      may be interested, or contract with or lend money to an Issuer or otherwise
      act
      as fully and freely as though it were not Warrant Agent under this Agreement.
      Nothing herein shall preclude the Warrant Agent from acting in any other
      capacity for an Issuer or for any other legal entity.

    


    6.2  Successor
      Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or converted or with
      which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which the Warrant Agent shall be a party, or
      any
      corporation succeeding to the corporate trust business of the Warrant Agent,
      shall be the successor to the Warrant Agent hereunder without the execution
      or
      filing of any paper or any further act of a party or the parties hereto. In
      any
      such event or if the name of the Warrant Agent is changed, the Warrant Agent
      or
      its successor may adopt the countersignature of the original Warrant Agent
      and
      may countersign the Warrant Certificates either in the name of the predecessor
      Warrant Agent or in the name of the successor Warrant Agent.

     

    
      
        
        

      


        9

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    6.3  Appointment
      of a New Warrant Agent.
      A
      Warrant Agent may resign or be discharged by the applicable Issuer from its
      duties under this Agreement, with or without cause, by one party giving notice
      in writing to the other, and by giving a date when such resignation or discharge
      shall take effect, which, unless for cause, such notice shall be sent at least
      thirty (30) days prior to the date so specified. 

    


    a)  If
      a
      Warrant Agent shall resign, be discharged or shall otherwise become incapable
      of
      acting, an Issuer may elect to act as its own Warrant Agent or shall appoint
      a
      successor to the Warrant Agent. 

    


    b)  If
      an
      Issuer fails to make such election or appointment within a period of thirty
      (30)
      days after it has been notified in writing of the resignation or incapacity
      of
      its Warrant Agent, then any Warrant Holder may apply to the Bankruptcy Court
      in
      Phoenix, Arizona, for the appointment of a successor to the Warrant Agent.
      

    


    c)  Pending
      appointment of a successor to the Warrant Agent, either by the Issuer or by
      the
      Bankruptcy Court, each Issuer shall carry out the duties of the Warrant Agent.
      After appointment, the successor Warrant Agent shall be vested with the same
      powers, rights, duties and responsibilities as if it had been originally named
      as the Warrant Agent without further act or deed and the Warrant Agent shall
      deliver and transfer to the successor Warrant Agent any property at the time
      held by it as the Warrant Agent, and execute and deliver any further assurance,
      conveyance, act or deed necessary for effecting the delivery or transfer.


    


    d)  Failure
      to give any notice provided for in this Section 6.3, shall not affect the
      legality or validity of the resignation or removal of the Warrant Agent or
      the
      appointment of the successor Warrant Agent.

     

    
      ARTICLE
        VII

      CONTINGENT
        WARRANT HOLDER AGENT 

       

    

    7.1  Contingent
      Warrant Holder Agent.
      By
      the
      execution of the Warrant Acceptance and Effective Delivery Agreement and
      electing Book Entry for the Plan Warrants, the accepting Warrant Holders elect
      also to have an additional agent act for them only under the limited
      circumstances and
      in
      the manner specified in the “Contingent
      Agent Agreement”
      attached hereto as Exhibit
      G
      (the
“Contingent
      Agent”).
      If a
      Warrant Holder executing the Warrant Acceptance and Effective Delivery
      Agreement, however, elects to receive physical delivery of the Plan Warrants
      in
      accordance with the terms of the “Election
      to Certificate Agreement”
as
      attached hereto as Exhibit
      F,
      the
      electing Warrant Holder waives any of its rights and benefits to having the
      Contingent Agent act for them pursuant to the Contingent Agent Agreement.


    


    7.2  General
      Duties of the Contingent Agent.
      In the
      event a Warrant Holder fails to exercise a Plan Warrant before an Expiration
      Date or lapse of date specified in a Redemption Notice, the Contingent Agent
      shall have the rights specified in the Contingent Agent Agreement to act for
      the
      Warrant Holder with limitations and with a duty to the Warrant Holder to remit
      any benefits pro rata to the Warrant Holders of all similarly affected Plan
      Warrants. 

     

    
      
        
        

      


        10

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    7.3  Subsequent
      Termination of Contingent Agent.
      Subsequent to the execution of the Warrant Acceptance and Effective Delivery
      Agreement, any Warrant Holder may elect to terminate the Contingent Agent
      Agreement by notifying an Issuer in writing. Any such notice must be received
      before the Expiration Date of the applicable Plan Warrant. 

    


    7.4  No
      Duty to Appoint a Contingent Agent.
      An
      Issuer may elect to appoint a Contingent Agent but has no duty to do so. The
      terms of the Contingent Agent Agreement are controlling regarding all issues
      pertaining to the Contingent Agent.

    

      ARTICLE
        VIII

      RIGHTS
        AND DUTIES OF WARRANT HOLDERS 

       

      8.1  Rights
        of Warrant Holders.
        

    

    


    a)  No
      Warrant Holder, as such, shall have any rights as a shareholder of any Issuer,
      either at law or equity, and the rights of the Warrant Holders are limited
      to
      those rights expressly provided in this Agreement or in the Warrant
      Certificates, if issued. Notwithstanding any notice to the contrary, an Issuer
      and their Warrant Agent may treat the registered Warrant Holder in respect
      to
      any Warrant Certificate or Book Entry or otherwise as the absolute owner thereof
      for all purposes.

    


    b)  Except
      as
      otherwise specifically provided herein, no Warrant Holder shall be entitled
      to
      vote or receive dividends or be deemed the holder of Shares of the applicable
      Issuer for any purpose, nor shall anything contained in any Plan Warrant or
      this
      Agreement be construed to confer upon the Warrant Holder including but not
      limited to (i) any of the rights of a stockholder of an Issuer, (ii) any right
      to vote, (iii) any right to give or withhold consent to any corporate action
      (whether any reorganization, issue of stock, reclassification of stock,
      consolidation, merger, conveyance or otherwise), and (iv) any right to receive
      notice of meetings or receive dividends or subscription rights prior to the
      issuance of the Shares that the Warrant Holder is then entitled to receive
      upon
      the due exercise of any Plan Warrant. 

    


    c)  No
      Plan
      Warrant shall be construed as imposing any liabilities on any Warrant Holder
      to
      purchase any securities of an Issuer, whether such liabilities are asserted
      by
      an Issuer or by creditors of an Issuer.

    


    8.2  Taxes.
      The
      Warrant Holder will pay all taxes attributable to the Plan Warrants or the
      initial issuance of Shares upon exercise of the Plan Warrants, including any
      tax
      that may be payable with respect to any transfer involved in any issue of
      Warrant Certificates or in the issue of any certificates of Shares upon the
      exercise of any Plan Warrant in a name other than that of the Warrant
      Holder.

     

    
      ARTICLE
        IX

      NOTICES
        

       

    

    9.1  Notices
      to Warrant Holders.
      Any
      distribution, notice or demand required or authorized by this Agreement to
      be
      given or made by an Issuer or by a Warrant Agent to or on the Warrant Holder
      shall be sufficiently given or made if sent by first class mail, postage
      prepaid, addressed to the Warrant Holder at their last known address as it
      appears on the Plan Warrant registration books of the Issuer or the official
      Warrant Holder listing maintained by the Warrant Agent.

     

    
      
        
        

      


        11

        
          

        

      

      
        
        

      

    
    
      
         

        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    a.  Notice
      of Plan Warrant Changes.
      Except
      for an extension of the Expiration Date, which shall be effective when such
      information is a matter of public record (or upon mailing or other means of
      notification agreed to by a Warrant Holder, upon any adjustment pursuant to
      Sections 1.4 and 1.5, an Issuer within twenty (20) days thereafter will (i)
      file
      with the Warrant Agent a certificate signed by an officer of the Issuer setting
      forth the details of the adjustment, the method of calculation and the facts
      upon which the calculation is based, and (ii) provide written notice of the
      adjustments to each Warrant Holder as of the record date.

    


    b.  Notice
      of Reorganization.
      If an
      Issuer proposes to enter into any reorganization, reclassification, sale of
      substantially all of its assets, consolidation, merger, dissolution, liquidation
      or winding up, an Issuer will give notice of the fact at least twenty (20)
      days
      prior to the action to all Warrant Holders. This notice shall set forth the
      facts to indicate the effect of the action (to the extent the effect may be
      known at the date of the notice) on the Exercise Price and the kind and amount
      of the Shares or other property deliverable upon exercise of the Plan Warrants.
      

    


    c.  Failure
      to Give Notice.
      Without
      limiting the obligation of an Issuer to provide notice to each Warrant Holder,
      failure of an Issuer to give notice shall not invalidate corporate action taken
      by an Issuer.

    


    d.  Unclaimed
      Notices and Bad Addresses.
      All
      notices, mailings and distributions under the Plan which are returned by the
      Post Office undelivered or which cannot be delivered due to the failure of
      the
      Warrant Holder to provide the Issuers with a current address will be retained
      by
      the Issuer pursuant to Section 5.13 of the Plan, incorporated herein by
      reference. The Warrant Agent or the Issuer is under no obligation to continue
      notices, mailings and distributions to known undeliverable or bad
      addresses.

    


    9.2  Notices
      to Warrant Agent and Issuers.
      Any
      notice or demand authorized by this Agreement to be given or made by the Warrant
      Agent or by any Warrant Holder to or on an Issuer shall be sufficiently given
      or
      made if sent by mail, first class, certified or registered, postage prepaid,
      addressed (until another address is filed in writing by an Issuer with its
      Warrant Agent), to an Issuer’s official headquarters address. Any notice or
      demand authorized by this Agreement to be given or made by any Warrant Holder
      or
      by an Issuer to or on the Warrant Agent shall be sufficiently given or made
      if
      sent by mail, first class, certified or registered, postage prepaid, addressed
      (until another address is filed in writing by the Warrant Agent with an Issuer),
      to the Warrant Agent’s official headquarters address. 

     

    
      
        
        

      


        12

        
          

        

      

       

    
     

    
      
        
          Plan
            Warrant Agreement 

          
            

          

           

        

      

    

    
      ARTICLE
        X

      MISCELLANEOUS

       

    

    10.1  Reservation
      of Shares.
      For the
      purpose of enabling an Issuer to satisfy its obligations to issue Shares upon
      exercise of their Plan Warrants, Issuers will at all times reserve and keep
      available, free from preemptive rights, out of the aggregate of its authorized
      but unissued shares, the full number of Shares that may be issued upon the
      exercise of Plan Warrants. The Shares will, upon issue, be fully paid and
      non-assessable by an Issuer and free from all liens, charges and security
      interest with respect to the issue thereof.

    


    10.2  Governmental
      Restrictions.
      If any
      Shares issuable upon the exercise of a Plan Warrant require approval of any
      governmental authority, the applicable Issuer will endeavor to secure such
      approval; provided that in no event shall such Shares be issued, and an Issuer
      shall have the authority to suspend the exercise of all Plan Warrants, until
      such approval has been obtained. If any such period of suspension continues
      past
      an Expiration Date, all affected Plan Warrants, the exercise of which have
      been
      requested on or prior to the Expiration Date and which were accompanied with
      Good Funds, shall be exercisable upon the removal of such suspension until
      the
      close of business on the business day immediately following the expiration
      of
      such suspension. The Issuer or the Warrant Agent shall hold any funds received
      during such suspension in escrow in a segregated and specified account. In
      the
      event a governmental authority requires the modification of this Agreement,
      any
      effected Issuer may make such modification without further agreement of any
      Warrant Holder. If such modification materially impacts the rights of the
      Warrant Holders, such Issuer will mail a notification of such change to the
      affected Warrant Holders.

    


    10.3  Supplements
      and Amendments.
      An
      Issuer and the Warrant Agent may from time to time supplement or amend this
      Agreement without the approval of any Warrant Holders in order to cure any
      ambiguity or to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that an Issuer
      and the Warrant Agent may deem necessary or desirable.

    


    10.4  Assignment.
      A
      Warrant Holder may transfer and assign their rights to any Plan Warrant
      provided, however, that any such assignment shall not release the Warrant Holder
      from their commitments and obligations hereunder unless the obligations are
      formally assumed by such assignee. A Warrant Holder shall not transfer the
      Plan
      Warrants unless the transfer is registered or exempt from registration under
      applicable securities laws. The Warrant Agent may require that such Warrant
      Holder first obtain an opinion of counsel satisfactory to the Warrant Agent
      and
      the Issuer that the proposed disposition or transfer does not violate securities
      laws. Any transfer must specifically acknowledge that this Agreement will
      continue to control the Plan Warrants so transferred.

    


    10.5  Termination.
      This
      Agreement shall terminate at the close of business on the Expiration Date or
      such earlier date upon which all Plan Warrants of all Issuers have been
      exercised or redeemed; provided, however, that if exercise of any Plan Warrants
      are suspended pursuant to Section 10.2 and such suspension continues past the
      Expiration Date, this Agreement shall terminate at the close of the business
      on
      the business day immediately following the expiration of the suspension. The
      provisions of Article VI shall survive this termination.

     

    
      
        
        

      


        13

        
          

        

      

      
        
        

      

    
    
       

      
        
          
            Plan
              Warrant Agreement 

            
              

            

             

          

        

      

    

    10.6  Governing
      Law.
      This
      Agreement and each Plan Warrant Certificate or other evidence of ownership
      issued hereunder shall be deemed to be a contract made under the laws of the
      state in which an Issuer is incorporated at such time as a dispute arises and,
      for all purposes except as superseded by the jurisdiction of the Bankruptcy
      Court, shall be construed in accordance with the laws of such State. Any
      disputes shall be governed by the Plan, the Bankruptcy Court, the orders of
      the
      Bankruptcy Court pertaining to the Plan and the Bankruptcy Code. Venue, if
      in
      state or federal court shall be the most convenient state or federal court
      in
      relationship to the applicable Issuer’s headquarters. 

    


    10.7  Successors.
      All the
      covenants and provision of this Agreement by or for the benefit of an Issuer,
      a
      Warrant Holder or a Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns hereunder.

    


    10.8  Severability.
      Should
      any part of this Agreement for any reason be declared invalid or unenforceable,
      such decision will not affect the validity or unenforceability of any remaining
      portion, which remaining portion will remain in force and effect as if this
      Agreement had been executed with the invalid portion eliminated and it is hereby
      declared the intention of the parties hereto that the parties would have
      executed the remaining portion of this Agreement without including therein
      any
      such part or portion which may, for any reason, be hereafter declared invalid
      or
      unenforceable.

    


    10.9  Reliance.
      The
      Warrant Agent may rely on the facsimile or similar transmissions from a Warrant
      Holder as original signatures and representations of the Issuer as to the names,
      addresses and number of Plan Warrants of the Issuer’s Warrant Holders and their
      ownership positions.

    


    10.10  Construction.
      The
      parties hereto hereby acknowledge and agree that the rule of construction to
      the
      effect that any ambiguities are to be resolved against the drafting party will
      not be applied to the interpretation of this Agreement. No inference in favor
      of, or against, any party will be drawn from the fact that one party has drafted
      any portion hereof.

    


    10.11  Advice
      of Counsel.
      Each
      party hereby acknowledges that they are entitled to and have been afforded
      the
      opportunity to consult legal counsel of their choice regarding the terms and
      conditions and legal effects of this Agreement, as well as the advisability
      and
      propriety thereof. Each party hereby further acknowledges that having so
      consulted with legal counsel of their choosing or having chosen not to consult,
      hereby waives any right to the legal representation or effective representation
      and any right to raise or rely upon the lack of representation or effective
      representation in any future proceedings or in connection with any future
      claim.

    


    10.12  Complete
      Agreement; Amendment.
      Except
      as determined by the Plan, the Bankruptcy Court, the orders of the Bankruptcy
      Court and the Bankruptcy Code, this Agreement sets forth the entire
      understanding between the parties hereto and supersedes all prior agreements,
      arrangements and communications, whether oral or written, with respect to the
      subject matter hereof. No other agreements, representations, warranties or
      other
      matters, whether oral or written, shall be deemed to bind the parties hereto
      with respect to the subject matter hereof. This Agreement may not be modified
      or
      amended except by the mutual written agreement of the parties.

     

    
      
        
        

      


        14

        
          

        

      

      
        
        

      

    
    
       

      
        
          
            Plan
              Warrant Agreement 

            
              

            

             

          

        

      

    

    10.13  Captions.
      The
      descriptive headings of the various Sections or parts of this Agreement are
      for
      convenience only and shall not affect the meaning or construction of any of
      the
      provisions hereof.

    


    10.14  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original as against any party whose signature appears thereon
      and all of which shall together constitute one and the same instrument. This
      Agreement shall become binding when one or more counterparts hereof,
      individually or taken together, shall bear the signature of all of the parties
      reflected hereon as the signatories.

    


    IN
      WITNESS WHEREOF, this Agreement has been executed as of the Effective Date
      written above.

     

    
      	“WARRANT
              HOLDER”
              deemed executed in accordance with the terms of the Plan and the Warrant
              Acceptance and Effective Delivery Agreement, attached hereto as
              Exhibit
              B
              and specifically made part hereto.	 	 	“ISSUERS”
              VISITALK
                CAPITAL CORPORATON

              As
                an Issuer and as Implementation Agent for the other
                Issuers

            
	
             	
             	
             	
             
	
            /s/ 	
             	
             	 
	
              
Signature
              (all record holders should sign)	
             	
             	
              

              By:
                

              Its:

            


    

     

    
      
        
        

      


        15

        
          

        

      

       

    
    


    EXHIBIT
      A

     

    
      ISSUERS
        COVERED BY THE PLAN WARRANT AGREEMENT

    

    


    
      	Visitalk
              Capital Corporation
	VT
              Billing Services, Inc.
	VT
              Business Products, Inc.
	VT
              Consumer Services, Inc.
	VT
              Financial Services, Inc.
	VT
              Gaming Services, Inc.
	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.


    

     

    
      
        
        

      


        16

        
          

        

      

       

    

    EXHIBIT
      B

    

      FORM
        OF WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY AGREEMENT


    

     

    Visitalk
      Capital Corporation

    14647
      S.
      50th St., Suite 130

    Phoenix,
      AZ 85044

    


    Dear
      Sir
      or Madam:

    


    A.  Capitalized
      terms, unless defined herein, have the same meaning as defined in the warrant
      agreement effective September 17, 2004 (the “Plan
      Warrant Agreement”)
      or in
      the Second Joint Plan of Reorganization dated June 22, 2004, confirmed by the
      United States Bankruptcy Court for the District of Arizona related to Case
      No.
      00-13035-PHX-RTB (the “Plan”)
      of
      visitalk.com, Inc. (“Visitalk”).
      The
      Undersigned represents that they have reviewed the Plan Warrant Agreement and
      the Plan and have had the opportunity to ask questions regarding their terms
      and
      restrictions.

    


    B.  Each
      Issuer is required under the Plan to issue certain warrants to various claimants
      categorized under the Plan (the “Plan
      Warrants”).
      Such
      Plan Warrants are defined in the Plan and governed in accordance with the Plan
      Warrant Agreement.

    


    C.  The
      Undersigned, _______________________________________,
      hereby
      tenders this Warrant Acceptance and Effective Delivery Agreement (the
“Acceptance
      Agreement”)
      to
      Visitalk Capital Corporation, as an Issuer and as the Implementation Agent
      for
      the other Issuers,
      and unless an executed “Election to Certificate Agreement” is attached,
hereby
      elects to have all of their Plan Warrants issued in Book Entry form.
 

    


    D.  This
      Acceptance Agreement has been duly authorized by all necessary action on the
      part of the Undersigned and, if necessary, this Acceptance Agreement has been
      duly executed by an authorized officer or representative of the Undersigned
      and
      such person is a legal officer or representative of the Undersigned and this
      Acceptance Agreement is enforceable in accordance with its terms.

    


    E.  If
      physical delivery of the Plan Warrant certificates is desired, please and return
      sign BOTH this Acceptance Agreement and also sign and return the “Election to
      Certificate Agreement, “ attached to the Plan Warrant Agreement as Exhibit F,
      along with a check for the certificate issue fee as set forth
      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:
              WARRANT
                HOLDER **

            	
             	
             	
              Issuer
                Acceptance
VISITALK
              CAPITAL CORPORATON, as an Issuer and as Implementation Agent for the
              other
              Issuers
	 	 	 	 
	 	 	 	 
	
              

              Signatures
                (all record holders should sign)

            	
             	
             	
              

              By:

              
                Its:

              

            


    

    


    **
      NOTE - If the Plan Warrants are being accepted by an “Entity”,
      

    Warrant
      Holder must sign the Certificate of Authority on Exhibit
      B-2


    
      
        
        

      


        17

        
          

        

      

       

    

    EXHIBIT
      B-2

     

    
      CERTIFICATE
        OF AUTHORIZATION

    

    (to
      be
      completed if the Plan Warrants are being accepted by an “ Entity”)
       

      
        	I hereby certify that
                _________________________________________________________(“Entity”)
	
                 (name
                  of company, trust, partnership or other form of entity)

              
	is
                a_______________organized
                and existing under and by virtue of the laws of the State
                of______________
	
                (entity
                  type)                                                 
                  (state)

              
	and
                its tax ID number is__________________________and
                it is currently in good standing and its charter 
	
                (federal
                  tax ID or SS #)

              
	in
                full force and effect. I further certify that
                the______________________and/or
                the___________________  
	
                (title)                         
                  (title)

              
	are
                fully authorized and empowered to make , execute and deliver any
                and all
                written instruments necessary or 
	proper
                to effectuate the authority hereby conferred. I further certify
                that________________________now
                is 
	
                (name)

              
	the______________________and
                __________________________is
                now the______________________   .
	
                (title)   
 (name)     (title)

              


      

    

    
       

      I
        further
        certify that the officers set forth herein, or any one of them, are duly
        authorized by the Entity to execute and carry out the terms of the Warrant
        Acceptance and Effective Delivery Agreement and certify further that the
        Warrant
        Acceptance and Effective Delivery Agreement has been duly and validly executed
        on behalf of the Entity and constitutes a legal and binding obligation of
        the
        Entity.

       

      
        	
               	
               	
               	
               
	
              Dated
                this____day
                of___________,
                200__. 	
               	
               	 
	
              	
               	
               	
                

                Signature
                  of certifying officer

                (Must
                  not be signed by officer authorized to act)

              
	 	 	 	 
	 	 	 	
                
Title
                of certifying officer



        
          
            
            

          


            18

            
              

            

          

           

        

      

       

    
    EXHIBIT
      C

     

    
      FORM
        OF CLAIM HOLDER OWNERSHIP SCHEDULE

    

    


    The
      Plan
      Warrants specified below are only valid if the specific named Claim Holder
      named
      herein, or a proper assignee, has executed a Warrant Acceptance and Effective
      Delivery Agreement (“Acceptance
      Agreement”)
      prior
      to March 31, 2006 and such agreement has been received by Visitalk Capital
      Corporation as the agent of the Issuers no later than April 15,
      2006.

    

      Claim
        Holder:

    

     

    
      	______________________________________	 	
              Investment
                in Series A:

            	 	
              $________________

            
	______________________________________	 	
              Investment
                in Series B:

            	 	
              $________________ 

            
	______________________________________	 	
              Investment
                in Series C:

            	 	
              $________________

            
	______________________________________	 	
              Investment
                in Series_____

            	 	
              $________________

            


    

     

    
      
        	
                Plan
                  Allowed Claim: 

              	
                $____________

              
	
                Plan
                  Class: 

              	
                _____________

              


      

    

     

    
      
        	
                Issuers

              	
                Unit
                  #

              	
                Warrant
                  Units**

              
	 	
                ___________

              	
                _____________________

              
	
                Visitalk
                  Capital Corporation

              	
                ___________

              	
                _____________________

              
	
                VT
                  Billing Services, Inc.

              	
                ___________

              	
                _____________________

              
	
                VT
                  Business Products, Inc.

              	
                ___________

              	
                _____________________

              
	
                VT
                  Consumer Services, Inc.

              	
                ___________

              	
                _____________________

              
	
                VT
                  Financial Services, Inc.

              	
                ___________

              	
                _____________________

              
	
                Dynamic
                  Biometric Systems, Inc.

              	
                ___________

              	
                _____________________

              
	
                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.

              	
                ___________

              	
                _____________________

              


      

    

     

     

    **
      A
      Warrant Unit consists of consist
      of one A Warrant, one B Warrant, one C Warrant, one D Warrant, one E Warrant
      and
      one F Warrant. 


    
      
        
        

      


        19

        
          

        

      

       

    

    EXHIBIT
      D

     

    
      FORM
        OF WARRANT CERTIFICATE OR WARRANT UNIT CERTIFICATE

    

    

      NAME
        OF ISSUER

    

    


    
      	
              Plan
                Warrants to Purchase __________ Shares 

            	 	
              Warrant
                Series ___ - Number ____

            
	
              Plan
                Warrant Expiration Date ______________

            	 	
              Per
                Warrant Exercise Price $_____.00

            


    

    


    THIS
      IS
      TO CERTIFY that,________________________________________or
      registered assigns, is the registered holder (“Warrant
      Holder”)
      of the
      number of warrants (“Plan
      Warrants”)
      set
      forth above. Each
      Plan
      Warrant entitles the Warrant Holder to purchase, subject to the terms and
      conditions in this certificate and set forth in a warrant agreement effective
      September 17, 2004, (the “Plan
      Warrant Agreement”)
      which
      is hereby incorporated herein and made a part hereof, at any time on or after
      September 17, 2004, and at or prior to the close of business on the Expiration
      Date, but not thereafter, unless the Plan Warrant is earlier Called or the
      Plan
      Warrant Expiration Date is extended by the Issuer, one fully paid and
      non-assessable share of the Issuer’s common stock (“Share”),
      or
      equivalent security of any successor thereto, at a purchase price equal to
      the
      Exercise Price set forth above, as adjusted, in accordance with the Plan Warrant
      Agreement.
      Capitalized terms herein have the same meaning as in the Plan Warrant Agreement,
      which is controlling. 

    


    Upon
      (i)
      exercise and satisfaction of one or more conditions precedent set forth herein
      and in the Plan Warrant Agreement, (ii) presentation and surrender to the Issuer
      or the Warrant Agent, or its successor, a Warrant Certificate with a
      Subscription and Exercise Notice duly executed, and (iii) accompanied by payment
      of the purchase price in Good Funds payable to the order of the Issuer, the
      Warrant Holder will receive one or more certificates of Shares or equivalent
      securities so purchased. Issuance of fractional shares is governed by the Plan
      Warrant Agreement.

    


    The
      Issuer covenants and agrees that all Shares delivered upon the exercise of
      these
      Plan Warrants will, upon delivery, be fully paid and non-assessable. The Plan
      Warrants shall not be exercisable in any jurisdiction where exercise would
      be
      unlawful. The Issuer shall not be required to honor the exercise of the Plan
      Warrants if, in the opinion of its Board of Directors, upon advice of counsel,
      the issuance of Shares upon exercise of the Plan Warrants would be unlawful.
      The
      number of Shares, or other equivalent equity security, issuable upon the
      exercise of these Plan Warrants and the Exercise Price shall be subject to
      adjustment from time to time, in certain events, as set forth in the Plan
      Warrant Agreement.

    


    The
      Issuer agrees at all times to reserve or hold available, or cause to reserve
      or
      hold available, a sufficient number or Shares, or other equivalent equity
      security, to cover the number of Shares, or other equivalent equity security,
      issuable upon the exercise of these and all other Plan Warrants of like tenor
      then outstanding.

    


    This
      Warrant Certificate does not entitle the Warrant Holder hereof, either at law
      or
      in equity, to any voting rights or other rights as a shareholder of the Issuer,
      or to any other rights whatsoever except the rights expressly herein set forth,
      and no dividend shall be payable or accrue in respect of these Plan Warrants
      or
      the interest represented hereby, or the Shares that may be purchased upon
      exercise hereof until or unless, and except to the extent that, these Plan
      Warrants shall be duly exercised.

     

    
      
        
        

      


        20

        
          

        

      

      
        
        

      

    
     

    This
      Warrant Certificate is exchangeable at any time prior to expiration upon the
      surrender hereof by the Warrant Holder to the Warrant Agent for one or more
      new
      Warrant Certificates of like tenor and date representing in the aggregate the
      right to purchase the number of Shares that may be purchased upon exercise
      hereof, each of the new Warrant Certificates to represent the right to purchase
      the number of Shares as may be designated by the Warrant Holder at the time
      of
      the surrender. Any issuance or transfer costs related to this Warrant
      Certificate shall be paid by the Warrant Holder.

    


    The
      Issuer may deem and treat the Warrant Holder of this Warrant Certificate at
      any
      time as the absolute owner hereof and of the Plan Warrants covered hereby for
      all purposes and shall not be affected by any notice to the
      contrary.

    


    The
      Plan
      Warrants evidenced by this Warrant Certificate are subject to the terms of
      the
      Plan Warrant Agreement which is available at the principal corporate office
      of
      the Warrant Agent or the Issuer. The Plan Warrant Agreement is incorporated
      herein by reference and made a part hereof and reference is hereby made to
      the
      Plan Warrant Agreement for a full description of the rights, limitations of
      rights, obligations, duties and immunities hereunder of the Warrant Agent,
      the
      Issuers and the Warrant Holders of the Plan Warrants. 

    


    If
      a
      Third Party Warrant Agent has been appointed, this Warrant Certificate shall
      not
      be valid or obligatory for any purpose unless countersigned by the Warrant
      Agent.

    


    In
      Witness Whereof, the
      Issuer has caused this Warrant Certificate to be executed by its duly authorized
      officer, and the corporate seal hereunto affixed.

     

    
      	
             	
             	
             
	 	
            ISSUER
	 
 	 
 	 
 
	Dated:____________________________________	By:  	 
	 	
              
President


    

     

    
      	
             	
             	
             
	 	By:  	 
	 	
              
Secretary


    

     

    
      
        
        

      


        21

        
          

        

      

       

    

    Exhibit
      D-1

     

    ASSIGNMENT
      FORM

     

    To
      assign
      this Plan Warrant or a Book Entry Plan Warrant, fill in the form
      below:

    


    I
      or we
      assign and transfer___________________of
      my
      Plan Warrant rights under Warrant Series________(indicate
      A through F or U for unit) - Certificate or Book Entry No.________to:
      (must
      include Assignee’s Social Security or EIN No. below) 

    


    (“Assignee”) 

    
      

    

    (Print
      or
      type assignee’s name

    


    
      
 (Print
      or
      type assignee’s address and zip code)

    


    Federal
      Tax ID or Social Security Number(s):__________________________________    

    


    and
      irrevocably appoint____________________________________as
      agent
      to transfer this Plan Warrant on the books of the Issuers. The agent may
      substitute another to act for him.

     

    I
      represent that the Assignee received and has agreed to be bound by all the
      terms
      of the Plan Warrant Agreement dated September 17, 2004 governing this Plan
      Warrant.

     

    
      	 	 	 
	Date:_______________________	Signature:  	 
	 	
              
(Sign
              exactly as your name appears on the other side of this
              Warrant Certificate)


    

     

    Signature
      Guarantee **: ________________________________________        

    


    By______________________________________________     

     

    **
      - The signature must be guaranteed by an eligible guarantor institution


    (a
      bank, stockbroker, savings and loan association or credit union
      with

    Membership
      in an approved signature guarantee medallion program)

    pursuant
      to Rule 17Ad-15 of the Securities Exchange Act of
      1934.


    
      
        
        

      


        22

        
          

        

      

       

    

    EXHIBIT
      E

     

    
      FORM
        OF SUBSCRIPTION AND EXERCISE NOTICE

    

    (To
      be
      completed and signed only upon an exercise of a Plan Warrant(s) in whole or
      in
      part)

    


    ISSUER:

    ___________________________

    ___________________________

    ___________________________


    Dear
      Sir
      or Madam:

    


    A.  Capitalized
      terms, unless defined herein, have the same meaning as defined in the warrant
      agreement effective September 17, 2004 (the “Plan
      Warrant Agreement”)
      or in
      the Second Joint Plan of Reorganization dated June 22, 2004, confirmed by the
      United States Bankruptcy Court for the District of Arizona related to Case
      No.
      00-13035-PHX-RTB (the “Plan”)
      of
      visitalk.com, Inc. (“Visitalk”).
      The
      Undersigned represents that they have reviewed the Plan Warrant Agreement and
      the Plan and have had the opportunity to ask questions regarding their terms
      and
      restrictions.

    


    B.  The
      Undersigned,_______________________________________,
      the
      Warrant Holder of the attached Plan Warrant or Book Entry Plan Warrant
      designated as______________________,
      hereby
      irrevocably elects to exercise the purchase right represented by such Plan
      Warrants for, and to purchase from the Issuer,__________________ Shares,
      and herewith makes a payment of $_____________in
      Good
      Funds, as such terms are defined in the Plan Warrant Agreement,. (Payment =
      Plan
      Warrants exercised x Exercise Price).

    


    C.  Important
      Notice regarding Ownership Limitations.
      This
      Subscription and Exercise Notice is governed by Article V of the Plan Warrant
      Agreement and is a specific representation by the Undersigned that, after giving
      effect to this Exercise Notice, (i) the Warrant Holder and its Affiliates will
      not beneficially own in excess of 4.99% of the outstanding Shares of the Issuer
      and (ii) the Warrant Holder will not have acquired, through exercise of this
      Plan Warrant or otherwise, a number of Shares that, when added to the number
      of
      Shares beneficially owned by the Warrant Holder at the beginning of the 60-day
      period ending on and including the applicable date of exercise of these Plan
      Warrants, is in excess of 4.99% of the outstanding Shares of an Issuer.


    


    D.  The
      Undersigned hereby requests that the Certificate for the Shares be issued in
      the
      following name and delivered to the following
      address:_______________________________________ (Print
      or
      type name, address and zip code)

    


    E.  If
      this
      Subscription and Exercise Notice is for an exercise of the Plan Warrants to
      purchase fewer the maximum Shares to which the Undersigned is entitled under
      the
      Plan Warrants tendered, the Undersigned hereby requests that new Plan Warrants
      for the remaining Plan Warrants be issued in the following name and delivered
      to
      the following address:____________________________________(Print
      or
      type name, address and zip code)

    


    F.  This
      Subscription and Exercise Notice has been duly authorized by all necessary
      action on the part of the Undersigned and, if necessary, this Subscription
      and
      Exercise Notice has been duly executed by an authorized officer or
      representative of the Undersigned and such person is a legal officer or
      representative of the Undersigned and this Subscription and Exercise Notice
      is
      enforceable in accordance with its terms.

    


    BY
      EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT THE 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 **

            	 	 
	 	 	
               

            
	
              
                
                  

                
Signatures
                (all record holders should sign)

            	 	
              
                
By:

            
	 	 	
              Its:

            


    

    


    **
      NOTE - If the Plan Warrants are being accepted by an “Entity”,
      

    Warrant
      Holder must sign the Certificate of Authorization on Exhibit
      E-2


    
      
        
        

      


        23

        
          

        

      

       

    

    EXHIBIT
      E-2

     

    
      CERTIFICATE
        OF AUTHORIZATION

    

    (to
      be
      completed if the Plan Warrants are being accepted by an “Entity”)

    
       

      
        	I hereby certify that
              _________________________________________________________(“Entity”)
	
                
                   (name
                  of company, trust, partnership or other form of entity)

              
	
              is a_______________organized
              and existing under and by virtue of the laws of the State
              of______________
	
                
                  (entity type)                                  (state)

              
	
              and its tax ID number is__________________________and
              it is currently in good standing and its charter 
	
                
                  (federal tax ID or SS #)

              
	
              in full force and effect. I further certify that
              the______________________and/or
              the___________________  
	
                
                  (title)                         
                  
                  (title)

              
	
              are fully authorized and empowered to make , execute and deliver
              any and all written instruments necessary or 
	
              proper to effectuate the authority hereby conferred. I further
              certify that________________________now
              is 
	
                
                  (name)

              
	
              the______________________and
              __________________________is
              now the______________________.
	
                
                  (title)   
 (name)     (title)

              


      

       

    

    I
      further
      certify that the officers set forth herein, or any one of them, are duly
      authorized by the Entity to execute and carry out the terms of the Subscription
      and Exercise Notice and certify further that the Subscription and Exercise
      Notice has been duly and validly executed on behalf of the Entity and
      constitutes a legal and binding obligation of the Entity.

    
       

      
        	
               	
               	
               	
               
	
              Dated
                this____day
                of___________,
                200__. 	
               	
               	 
	
              	
               	
               	
                

                Signature
                  of certifying officer

                (Must
                  not be signed by officer authorized to act)

              
	 	 	 	 
	 	 	 	
                
Title
                of certifying
                officer


      

    


    
      
        
        

      


        24

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F

     

    
      FORM
        OF ELECTION TO CERTIFICATE AGREEMENT 

    

    


    Visitalk
      Capital Corporation

    14647
      S.
      50th St., Suite 130

    Phoenix,
      AZ 85044

    


    Dear
      Sir
      or Madam:

    


    A.  Capitalized
      terms, unless defined herein, have the same meaning as defined in the warrant
      agreement effective September 17, 2004 (the “Plan
      Warrant Agreement”)
      or in
      the Second Joint Plan of Reorganization dated June 22, 2004, confirmed by the
      United States Bankruptcy Court for the District of Arizona related to Case
      No.
      00-13035-PHX-RTB (the “Plan”)
      of
      visitalk.com, Inc. (“Visitalk”).
      The
      Undersigned represents that they have reviewed the Plan Warrant Agreement and
      the Plan and have had the opportunity to ask questions regarding their terms
      and
      restrictions.

    


    B.  The
      Undersigned, ____________________________________________, by executing this
      Election to Certificate Agreement, hereby elects to have all its Plan Warrants
      issued in certificated form. The
      Plan
      Warrants requested will be issued in Units consisting of one A Warrant, one
      B
      Warrant, one C Warrant, one D Warrant, one E Warrant and one F Warrant for
      each
      Issuer,
      in
      accordance with the Plan Warrant
      Agreement and as authorized under the Plan.

    


    C.  The
      Undersigned is enclosing a check for $285.00 (19 certificates x $15.00 per
      certificate issuance fee) payable to Visitalk Capital Corporation as the
      Implementation Agent for the Issuers. 

    


    D.  The
      Undersigned understands and acknowledges that, by electing
      to receive physical delivery of the Plan Warrants:

    


    a.  the
      Undersigned waives any of the rights and benefits to having the Contingent
      Agent
      act for them pursuant to the Contingent Agent Agreement, and

    


    b.  transfer
      fees will be imposed upon any future transfers or changes in the Units. For
      example, if the Undersigned desires to exercise only the A Warrants, the
      Undersigned will have to submit the Unit certificate and pay a fee to issue
      a
      new Unit certificate.

    


    E.  This
      Election to Certificate Agreement has been duly authorized by all necessary
      action on the part of the Undersigned and, if necessary, this Election to
      Certificate Agreement has been duly executed by an authorized officer or
      representative of the Undersigned and such person is a legal officer or
      representative of the Undersigned and this Election to Certificate Agreement
      is
      enforceable in accordance with its terms.

    


    BY
      EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT 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
                CAPITAL CORPORATON, as an Issuer

              and
                as Implementation Agent for the other Issuers

            
	 	 	 
	 	 	 
	
              Signatures
                (all record holders should sign)

            	 	
              By:

            
	 	 	
              Its:

            


    

    


    


    **
      NOTE - If the Plan Warrants are being accepted by an “Entity”,
      

    Warrant
      Holder must sign the Certificate of Authorization on Exhibit
      F-2


    
      
        
        

      


        25

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F-2

    


    
      
        CERTIFICATE
          OF AUTHORIZATION

      

      (to
        be
        completed if the Plan Warrants are being accepted by an “Entity”)

      
         

        
          	I hereby certify that
                  _________________________________________________________(“Entity”)
	
                   (name
                    of company, trust, partnership or other form of entity)

                
	is
                  a_______________organized
                  and existing under and by virtue of the laws of the State
                  of______________
	
                  (entity
                    type)                                                 
                    (state)

                
	and
                  its tax ID number is__________________________and
                  it is currently in good standing and its charter 
	
                  (federal
                    tax ID or SS #)

                
	in
                  full force and effect. I further certify that
                  the______________________and/or
                  the___________________  
	
                  (title)                         
                    (title)

                
	are
                  fully authorized and empowered to make , execute and deliver any
                  and all
                  written instruments necessary or 
	proper
                  to effectuate the authority hereby conferred. I further certify
                  that________________________now
                  is 
	
                  (name)

                
	the______________________and
                  __________________________is
                  now the______________________.
	
                  (title)   
 (name)     (title)

                


        

         

      

      I
        further
        certify that the officers set forth herein, or any one of them, are duly
        authorized by the Entity to execute and carry out the terms of the Election
        to
        Certificate Agreement and certify further that the Election to
        Certificate Agreement has been duly and validly executed on behalf of the
        Entity
        and constitutes a legal and binding obligation of the Entity.

      
         

        
          	
                 	
                 	
                 	
                 
	
                Dated
                  this____day
                  of___________,
                  200__. 	
                 	
                 	 
	
                	
                 	
                 	
                  

                  Signature
                    of certifying officer

                  (Must
                    not be signed by officer authorized to act)

                
	 	 	 	 
	 	 	 	
                  
Title
                  of certifying
                  officer


        

      

    


    
      
        
        

      


        26

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

     

    
      FORM
        OF CONTINGENT AGENT AGREEMENT 

       

    

    This
      Contingent Agent Agreement (the “Agreement”)
      is
      made effective as of the day last executed by and among the Issuer (the
“Issuer”)
      and an
      agent, (the “Contingent
      Agent”),
      whose
      name and address appear on the signature page hereto. 

     

    
      RECITALS

       

    

    A.  The
      Issuer, pursuant to the confirmed and effective Second Joint Plan of
      Reorganization dated June 22, 2004 filed with the United States Bankruptcy
      Court
      for the District of Arizona related to Case No. 00-13035-PHX-RTB (the
“Plan”)
      of
      visitalk.com, Inc. and other Co-Proponents (jointly “Visitalk”),
      has
      issued certain warrants to various claimants under the Plan (the “Plan
      Warrants”)
      in
      accordance with the Plan and a warrant agreement effective September 17, 2004
      (the “Plan
      Warrant Agreement”).
      

    


    B.  Capitalized
      terms, unless defined herein, have the same meaning as defined in the Plan
      Warrant Agreement or the Plan.

    


    C.  The
      Plan
      Warrants are all subject to redemption by the Issuer in its sole discretion
      and
      have a fixed Expiration Date that may be extended by the Issuer in its sole
      discretion.

    


    D.  The
      Plan
      Warrant Agreement authorizes the Issuer to, in its sole discretion; provide
      the
      registered warrant holders of the certain Plan Warrants (the “Warrant
      Holders”)
      with a
      Contingent Agent to act for such Warrant Holders to attempt to maximize the
      value of the Plan Warrants for such Warrant Holders under certain limited
      circumstances.

    


    E.  The
      Plan
      Warrant Agreement allows any Holder to elect in writing not to be bound by
      this
      Agreement so that any references to Warrant Holders herein only pertain to
      the
      Warrant Holders who have not elected out of this Agreement. The Plan Warrants
      of
      any Warrant Holder covered by this Agreement must have been exempt from
      registration under Section 1145 of the Bankruptcy Code by meeting such
      requirements.

     

    
      AGREEMENTS

    

    


    NOW,
      THEREFORE, in consideration of the above recitals, the following
      representations, warranties, covenants and conditions, and other good and
      valuable consideration, the receipt of which is acknowledged, the Parties agree
      as follows:

     

    
      ARTICLE
        I

      APPOINTMENT
        OF WARRANT HOLDER CONTINGENT AGENT

    

    


    1.1  Appointment.
      Subject
      to the limitations in this Agreement, the Issuer hereby appoints the Contingent
      Agent to perform limited services for the Warrant Holders.

     

    
      
        
        

      


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    Contingent
      Agent Agreement

    
      
        

      

       

    

    1.2  Qualifications.
      The
      Contingent Agent agrees to be bound by the terms of this Agreement, and this
      Agreement may be modified to clarify its intent and the duties and
      responsibilities of the Contingent Agent. The Contingent Agent must be a
      licensed broker-dealer.

    


    1.3  Resignation
      or Removal of the Contingent Agent.
      The
      Contingent Agent may resign its duties and be discharged from all further duties
      and liabilities hereunder after giving thirty (30) days notice in writing to
      the
      Issuer; provided that such shorter notice may be given, as such Issuer shall
      accept as sufficient. At any time, the Issuer, upon notice and with or without
      cause, may remove the Contingent Agent. In the event the office of the
      Contingent Agent shall become vacant by resignation or incapacity to act or
      otherwise, the Issuer may, but is not required to, appoint in writing a new
      Contingent Agent in place of the Contingent Agent vacating the office.


    


    1.4  Successor
      Contingent Agent.
      Upon
      appointment, which requires the execution of a form of this Agreement, any
      successor Contingent Agent shall be vested with the same powers, rights, duties,
      responsibilities and immunities as if such agent had been originally named
      as
      Contingent Agent. If for any reason it becomes necessary or expedient to execute
      any further assurance, conveyance, act or deed, the same shall be done at the
      expense of the Issuer. Subject to the foregoing provisions, any corporation
      into
      which any Contingent Agent may be merged or with which it may be consolidated
      or
      any corporation resulting from any merger or consolidation to which any
      Contingent Agent is a party shall be the successor Contingent Agent under this
      Agreement without any further act. Hereinafter, any reference to the Contingent
      Agent shall apply to any properly elected successor Contingent Agent.


     

    
      ARTICLE
        II

      RIGHTS
        AND DUTIES OF THE CONTINGENT AGENT IN THE EVENT OF
        NON-EXERCISE

    

    


    2.1  General
      Duties.
      The
      Contingent Agent will act for the Warrant Holders to sell the Plan Warrants
      or
      the shares of common stock issued through the exercise of the Plan Warrants
      (the
“Shares”)
      to
      attempt to maximize the value of the Expired Warrants, as defined in paragraph
      2.2. The Contingent Agent’s decisions regarding negotiation of Share prices or
      Plan Warrant prices, in public or private sales, unless grossly negligent,
      are
      deemed to be reasonable. The Contingent Agent has the right but not the
      obligation to exercise the rights in this Article and the Contingent Agent’s
      good faith exercise of these rights shall be in its sole
      discretion.

    


    2.2  Contingent
      on the Expiration of Time to Exercise.
      In the
      event Plan Warrants expire due to either a redemption Call of any specific
      Series of Plan Warrants as provided in the Plan Warrant Agreement or upon
      occurrence of any Expiration Date (the “Expired
      Warrants”),
      the
      Warrant Holder and Issuer of each such Plan Warrant hereby grant the Contingent
      Agent special rights as provided in this Agreement to maximize the potential
      value of any such Expired Warrants but only after the date specified in the
      Redemption Notice or after the Expiration Date.

    


    2.3  Limited
      Extension of Exercise Date.
      Only if
      there is a Contingent Agent and only if the Expired Warrants are in Book Entry
      form, the Issuer will extend the period any Expired Warrants may be exercised
      for an additional thirty (30) days after the Redemption Date specified in the
      Redemption Notice or after the Expiration Date (the “Special
      Exercise Period”).
      Only
      during this Special Exercise Period, may the Contingent Agent exercise any
      amount of Expired Warrants as allowed under this Agreement, subject to the
      limitation in Article 3.2 below, and only for the benefit of all the Warrant
      Holders of all the Expired Warrants (the “Covered
      Holders”).
      The
      Contingent Agent may also sell any amount of the Expired Warrants for the
      benefit of all the Covered Holders and may assign the Special Exercise Period
      right to the buyer of any such Expired Warrants, subject to the limitation
      in
      Article 3.2 below. This grant of a Special Exercise Period to the Contingent
      Agent in no way grants any Warrant Holder additional time to
      exercise.

     

    
      
        
        

      


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      Contingent
        Agent Agreement

      
        
          

        

         

      

    

    2.4  Distribution
      of Proceeds from Sale or Exercise.
      In the
      event that the Contingent Agent exercises its rights under this Article, the
      Contingent Agent will accumulate the proceeds received from the sale of Expired
      Warrants or Shares in a specifically established trust account (the
“Trust
      Account”)
      and
      will deduct the Fees and Expenses (as defined below) to derive the net proceeds
      (“Net
      Proceeds”).
      The
      beneficiaries of such Trust Account are the Warrant Holders of all the Expired
      Warrants. Within ten (10) business days of the expiration of the Special
      Exercise Period, the Contingent Agent shall distribute the Net Proceeds pro
      rata
      to all the Covered Holders. Payment of the Net Proceeds will be accompanied
      by a
      summary accounting of the receipts, expenses and fees. The distribution to
      any
      Covered Holder will equal the Net Proceeds multiplied by a fraction that equals
      the Expired Warrants the Covered Holder could have exercised prior to the
      Expiration Date divided by all Expired Warrants that could have been exercised
      by all Covered Holders prior to the Expiration Date.

    


    2.5  Contingent
      Agent’s Fees and Expenses.
      The
      Contingent Agent’s Fees and Expenses shall include (i) all reasonable expenses
      incident to the performance of or compliance with its obligations under this
      Agreement; (ii) all costs and expenses incurred by the Contingent Agent
      (including all transfer taxes, brokerage and other discounts and commissions
      and
      finders’ and similar fees payable in respect to the sales of the Expired
      Warrants or Shares issued upon the exercise of the Expired Warrants, and (iii)
      a
      Contingent Agent commission equal to a percentage of the gross sale proceeds
      as
      negotiated by the Issuer from time to time.

     

    
      ARTICLE
        III

      LIMITATION
        AND METHOD OF EXERCISE

       

    

    3.1  Method
      of Exercise.
      In the
      event the Contingent Agent elects to exercise Plan Warrants and sell the Shares
      so received, the Issuer and the Contingent Agent agree that the Contingent
      Agent
      can instruct the selling broker to remit the Exercise Price directly to the
      Issuer with the remaining proceeds being delivered to the Contingent Agent
      for
      deposit to the Trust Account. The Issuer agrees that in its sole discretion,
      upon the sale confirmation and upon coordination with any broker, the Issuer
      may
      cause the Shares to be delivered simultaneously with the receipt of the Exercise
      Price.

    


    3.2  Limitation
      on Ownership.
      

    


    (a) Notwithstanding
      anything to the contrary contained herein, unless specifically waived and
      approved by the Issuer in writing, the number of Expired Warrants subject to
      this Agreement shall not be in excess of 4.99% of the outstanding shares of
      common stock of the Issuer. For purposes of this paragraph, the number of
      outstanding shares of common stock will be ascertained from the Issuer’s
      transfer agent as of the close of business of the Expiration Date of the subject
      Plan Warrants. The number of outstanding shares of common stock shall be
      determined after giving effect to the Shares not yet issued as a result of
      the
      exercise of Plan Warrants on or prior to the Expiration Date, including the
      exercise with respect to this determination.

     

    
      
        
        

      


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        Contingent
          Agent Agreement

        
          
            

          

           

        

      

    

    (b) The
      Contingent Agent may transfer and assign its rights to any Expiring Warrants
      of
      the Issuer provided, however, that any such assignment shall require that all
      such obligations in the Plan Warrant Agreement regarding limitation of ownership
      are formally assumed by the assignee.

    


    3.3  Grant
      by the Warrant Holder of Limited power of attorney.
      The
      Contingent Agent shall be the sole attorney in fact of the Warrant Holders
      to
      exercise or sell any Expired Warrants held in the name of the Warrant Holder
      throughout the Special Exercise Period.

    


    3.4  Special
      accounts.
      The
      Contingent Agent has the right and authority to open a special brokerage account
      or other financial institution account to maintain the securities or proceeds
      and to facilitate transactions. Such accounts will be a fiduciary account for
      the Covered Holders.

     

    
      ARTICLE
        IV

      CONCERNING
        THE CONTINGENT AGENT

       

    

    4.1    
       Actions
      by Contingent Agent.
      The
      Contingent Agent may, for the execution of the duties and in the execution
      of
      the powers conferred upon it, appoint or employ as agents or representatives
      or
      otherwise any solicitors, counsel, bankers, brokers, accountants, clerks or
      inspectors or other agents, and all reasonable expenses and disbursements made
      and incurred by the Contingent Agent in connection with the execution of its
      duties hereunder will be included as Fees and Expenses as provided in Section
      2.5 above.

    


    4.2    
       Exculpatory
      Provisions.
      In
      order to induce the Contingent Agent to act hereunder, the Issuer and each
      Warrant Holder, by not electing out of this Agreement, agree that: 

    


    (a) The
      Contingent Agent shall be entitled to take legal or other advice and employ
      such
      assistance as it may deem necessary to the proper discharge of its duties
      hereunder and to pay proper and reasonable compensation therefore and may in
      connection with any matter relating to this Agreement, act on the opinion or
      advice or information obtained from any attorney, auditor or other expert,
      whether obtained by the Contingent Agent, the Issuer or otherwise and shall
      not
      be responsible for any loss occasioned by acting thereon; 

    


    (b) Whenever
      in the administration of its duties under this Agreement, the Contingent Agent
      shall deem it necessary or desirable that any matter be provided or established
      by the Issuer prior to taking or suffering any action hereunder, such matter
      (unless other evidence is specifically prescribed) may be deemed to be
      conclusively proved and established by a certificate of an executive officer
      of
      the Issuer delivered to the Contingent Agent and such certificate shall be
      full
      justification and cause to the Contingent Agent for any action taken or suffered
      in good faith by it under the provisions of this Agreement; but in its
      discretion, the Contingent Agent may in lieu thereof accept other evidence
      of
      such fact or matter or may require such further or additional evidence as the
      Contingent Agent may deem reasonable; 

     

    
      
        
        

      


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        Contingent
          Agent Agreement

        
          
            

          

           

          (c) The
            Contingent Agent shall be liable hereunder only for its own negligence
            or
            willful misconduct;

        

      

    

    


    (d) The
      Contingent Agent shall not be liable for or by reason of any of the statements
      of facts or recitals contained in this Agreement or in the Plan Warrant
      Agreement or be required to verify the same and all such statements and recitals
      are and shall be deemed to have been made by the Issuer only;

    


    (e) The
      Contingent Agent shall not be under any responsibility in respect of the
      validity of this Agreement or the execution and delivery hereof or in respect
      of
      the validity of the execution or exercise of any Plan Warrant covered hereunder;
      nor shall the Contingent Agent be responsible for any breach by the Issuer
      of
      any covenant or condition contained in this Agreement or in any such Plan
      Warrant; nor shall the Contingent Agent by any act hereunder be deemed to make
      any representation or warranty as to the authorization or reservation of any
      shares to be issued upon the right of purchase provided for in the Plan Warrant
      Agreement or in any Warrant or as to whether any shares will, when issued,
      be
      duly authorized or be validly issued and fully paid and non-assessable, it
      being
      hereby agreed and declared that as to all the matters and things referred to
      in
      this subparagraph the duty and responsibility shall rest upon the Issuer and
      not
      upon the Contingent Agent and the failure of the Issuer to discharge any such
      duty and responsibility shall not in any way render the Contingent Agent liable
      or place upon it any duty or responsibility for breach of which it would be
      liable;

    


    (f) Except
      as
      in this Agreement expressly provided, the Contingent Agent acts hereunder solely
      for the benefit of the Warrant Holders and does not assume any fiduciary or
      other relationship or agency or trust for or with the Issuer. The duties and
      obligations of the Contingent Agent under this Agreement shall be determined
      solely by the provisions hereof, and no implied covenants or obligations shall
      be read into this Agreement against the Contingent Agent.

    


    4.3    
       Indemnification.
      Provided the Contingent Agent carries out its duties, within its discretion
      as
      provided under this Agreement, the Issuer will indemnify and hold harmless
      the
      Contingent Agent from and against any claim, action or loss resulting from
      the
      performance of its duties hereunder.

    


    4.4  Modification
      of Agreement.
      The
      Contingent Agent may, without the consent or concurrence of the Warrant Holders
      by supplemental agreement or otherwise, concur with the Issuer in making any
      modifications or corrections to this Agreement as to which it shall have been
      advised by counsel (who may but need not also be counsel for the Issuer) that
      the same are not prejudicial to the rights of the Warrant Holders as indicated
      by the general sense or intent of the original language and are required for
      the
      purpose of curing or correcting the inconsistent provision or clerical omission
      or mistake or manifest error herein. The Issuer or the Contingent Agent may
      request a modification of the Agreement by a majority of the Warrant Holders,
      voting in person or by proxy.

     

    
      
        
        

      


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      Contingent
        Agent Agreement

      
        
          

        

         

        
          ARTICLE
            V

          MISCELLANEOUS

        

      

    

    


    5.1  Successors
      and Assigns.
      This
      Agreement shall be binding upon the heirs, successors and assigns of the Warrant
      Holders and the Issuers. 

    


    5.2  Severability.
      Should
      any part of this Agreement for any reason be declared invalid or unenforceable,
      such decision will not affect the validity or unenforceability of any remaining
      portion, which remaining portion will remain in force and effect as if this
      Agreement had been executed with the invalid portion eliminated and it is hereby
      declared the intention of the parties hereto that the parties would have
      executed the remaining portion of this Agreement without including therein
      any
      such part or portion which may, for any reason, be hereafter declared invalid
      or
      unenforceable.

    


    5.3  Reliance.
      The
      Contingent Agent may rely on facsimile or similar transmissions from the Warrant
      Holders as original signatures and representations of the Issuer as to the
      names, addresses and number of Plan Warrants of the Warrant
      Holders.

    


    5.4  Governing
      Law.
      This
      Agreement and shall be deemed to be a contract made under the laws of the state
      in which an Issuer is incorporated at such time as a dispute arises and, for
      all
      purposes except as superseded by the jurisdiction of the Bankruptcy Court,
      shall
      be construed in accordance with the laws of such State. Any disputes shall
      be
      governed by the Plan, the Bankruptcy Court, the orders of the Bankruptcy Court
      pertaining to the Plan and the Bankruptcy Code. Venue, if in state or federal
      court, shall be the most convenient state or federal court in relationship
      to
      the applicable Issuer’s head quarters. 

    


    5.5  Construction.
      The
      parties hereto hereby acknowledge and agree that the rule of construction to
      the
      effect that any ambiguities are to be resolved against the drafting party will
      not be applied to the interpretation of this Agreement. No inference in favor
      of, or against, any party will be drawn from the fact that one party has drafted
      any portion hereof.

    


    5.6  Advice
      of Counsel.
      Each
      party hereby acknowledges that they are entitled to and have been afforded
      the
      opportunity to consult legal counsel of their choice regarding the terms and
      conditions and legal effects of this Agreement, as well as the advisability
      and
      propriety thereof. Each party hereby further acknowledges that having so
      consulted with legal counsel of their choosing or having chosen not to consult,
      hereby waives any right to such legal representation or effective representation
      and any right to raise or rely upon the lack of representation or effective
      representation in any future proceedings or in connection with any future
      claim.

    


    5.7  Complete
      Agreement; Amendment.
      This
      Agreement sets forth the entire understanding between the parties hereto and
      supersedes all prior agreements, arrangements and communications, whether oral
      or written, with respect to the subject matter hereof. No other agreements,
      representations, warranties or other matters, whether oral or written, shall
      be
      deemed to bind the parties hereto with respect to the subject matter hereof.
      This Agreement may not be modified or amended except by the mutual written
      agreement of the parties.

     

    
      
        
        

      


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      Contingent
        Agent Agreement

      
        
          

        

         

      

    

    5.8  Captions.
      The
      descriptive headings of the various Sections or parts of this Agreement are
      for
      convenience only and shall not affect the meaning or construction of any of
      the
      provisions hereof.

    


    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date last executed
      below.

     

    
      	ISSUER	 	 	CONTINGENT
              AGENT
	
             	
             	
             	
             
	
              By:

            	
             	
             	
            By:
	
              
                

              

              Name:
                

              Its:
                

              Date:

            	
             	
             	
              
                

              

              Name:
                

              Its:

              Date:

              Address:

            


    

     

    
      
        
        

      


        33

        
          

        

      

       

    
     

    
      

     

    14647
      South 50th Street, Suite 130

    Phoenix,
      AZ 85044

    Phone:
      480-759-9400 ▪ Fax: 480-759-9401

    www.visitalkcapital.com

    


    
      	
              Michael
                S. Williams

              President
                & Chief Portfolio Officer

              480-759-9400
                x100

              mike.williams@visitalkcapital.com

            	
              Lanny
                R. Lang

              Chief
                Financial Officer

              480-759-9400
                x101

              Lanny.lang@visitalkcapital.com

            	
              Ivan
                Teodorovic

              Investor
                Relations

              480-759-9400
                x1

              Ivan.teodorovic@visitalkcapital.com