ex10-3.htm


    Exhibit
10.3 – Exchange Agreement between VT International, Inc. and Nanotailor,
Inc.

    


    Exchange
Agreement

    


    This
Exchange Agreement (the “Agreement”) is entered into effective
as of March 14, 2008, by and among VT International Corp., an Arizona
corporation (the “Company”) , Visitalk
Capital Corporation (“VCC”), a Nevada
corporation, Nanotailor, Inc., a Delaware corporation (“Nanotailor”) and the
Nanotailor shareholders transferring their shares of Nanotailor (the “Nanotailor
Shareholders”).  The Company, VCC, Nanotailor and the
Nanotailor Shareholders are hereinafter referred to as the “Parties.”

    


    Recitals

    


    A.           WHEREAS,
Nanotailor is a development stage company and was incorporated under the laws of
the State of Delaware on March 22, 2007.  Nanotailor is developing a
process to manufacture single walled nano tubes based on technology developed by
NASA and licensed to the Company via a license dated April 27, 2007 (the “Business“).

    


    B.           WHEREAS,
the Company was formed pursuant to the Second Joint Plan of Reorganization of
visitalk.com, Inc. confirmed and deemed effective by the Bankruptcy Court (the
“Plan”).

    


    C.           WHEREAS,
VCC, the largest shareholder of the Company, holds 4,200,632 shares of common
stock.

    


    D.           WHEREAS,
the Board of Directors of Nanotailor has approved, subject to the terms of this
Agreement, the transfer of all of the outstanding stock of Nanotailor to the
Company.

    


    E.           WHEREAS,
the Board of Directors of the Company has approved, subject to the terms of this
Agreement, the acquisition of the stock of Nanotailor in exchange for common
stock of the Company.

    


    F.           WHEREAS,
the Nanotailor Shareholders have appointed the Chief Executive Officer of
Nanotailor as their agent to execute this Agreement.

    


    G.           WHEREAS,
the Company, Nanotailor and the Nanotailor Shareholders hereby enter into this
Agreement to effectuate the foregoing on the terms and conditions set forth
herein.

    


    Agreements

    


    Now,
therefore, in consideration of the mutual promises and covenants herein
contained the Parties hereby agree as follows:

    


    Article
1 - Exchange

    


    1.1           Stock to be
Exchanged.  On
the Closing Date (as defined herein) the Nanotailor Shareholders shall assign
and deliver to the Company, and the Company shall acquire from the Nanotailor
Shareholders, all classes of the outstanding stock of Nanotailor (the
“Nanotailor
Shares”).  The
names, addresses and social security numbers of the Nanotailor Shareholders are
attached as Schedule
1.1.

    


    1.2           Acquisition
Price.  In consideration for the acquisition of the Nanotailor
Shares, the Company shall issue the Nanotailor Shareholders 53,800,000
restricted shares of the Company common stock as specified on Schedule 1.2 (the
“Consideration
Shares”).  Such issuance must be in accordance with exemptions
from registration pursuant
to Section 4(2) of the Securities Act of 1933 (the “33 Act”) as set forth
in an opinion to be issued by Nanotailor’s counsel, which opinion is a Closing
requirement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.3           Closing Date.  The
issuance and acquisition provided for herein shall be consummated and closed
(the “Closing”)
at the offices of the Company, 14647 S. 50th Street, Phoenix, Arizona 85044, at
1:00 P.M., local time, on April 30, 2008 or such other place or time as mutually
agreed to by Nanotailor and the Company (herein referred to as the “Closing
Date”).

    


    1.4           Reorganization
Status.  The parties intend that the transactions contemplated
under this Agreement qualify as a “B reorganization” as defined in
I.R.C. § 368(a)(1)(B) and shall file all required elections and returns to
report this transaction consistent with such intent.

    


    ARTICLE
2 - Additional
Terms

    


    2.1           Other
Agreements.  At the Closing, the Company shall enter into that
certain Shareholder’s Agreement in form attached hereto as Exhibit
2.1.

    


    2.2            Agent for the Nanotailor
Shareholders.  The Nanotailor Shareholders hereby appoint the
Authorized Signers of Nanotailor to act as their Agent with full power to
execute this Agreement and the Shareholders Agreement on their behalf and to
modify this Agreement, waive requirements or modify the Shareholder’s Agreement
or other related agreements.

    


    2.3           Eligibility for Trading of Company
Common Shares and Warrants.  After Closing, the Company shall
use its commercially reasonable efforts, to cause the Company’s common stock and
Series C through F Plan Warrants to be listed for trading at its sole option
with the OTC Bulletin Board or on the Pink Sheets.

    


    2.4          
Filing for Registration under the Exchange Act.  After Closing,
the Company shall use its commercially reasonable efforts, to cause the
Company’s common stock to be registered under the Exchange Act of 1934 (the
“34 Act”) by
filing a Form 10.

    


    2.5           Filing
for Registration of VCC’s shares.  After Closing, the Company
shall use its commercially reasonable efforts, to cause VCC’s common stock to be
registered under the 33 Act by filing, pursuing and maintaining, as necessary, a
Registration Statement.

    


    2.6          
Special Loan for Registration Costs.  Prior to the Closing
Date, VCC will lend the Company $50,000 to be deposited into a Special
Segregated Bank Account with release of such funds only for costs of the
Registrations under the 33 Act and the 34 Act.  The terms of release
of these funds shall be governed by the Note evidencing this $50,000 loan,
attached hereto as Exhibit
2.6.

    


    2.7           Warrant Funding Plan. Upon execution of this
Agreement, the Company shall lower the price of the Series A and B Warrants (and
possibly the C Warrants) on a temporary basis to induce exercise.  The
reduced price shall be determined by the Company in consultation with
Nanotailor.  The Company shall publish an information statement to be
distributed to the Warrant Holders and the Shareholders giving the Warrant
Holders 30 days to exercise such Warrants at such reduced price.  Such
notice shall also include a proxy for a Company shareholders meeting to change
the domicile of the Company and allow, in the event of a Closing,
for the change of the Company’s name to a New Name as specified below (the
“Proxy”).

    


    
      
        
        

      

      
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    2.8
           Name
Change.  Shortly after the Closing Date, and in any event,
before the Company lists its common stock for trading, the Company shall change
its name to a name to be specified by Nanotailor (the “New
Name”)

    


    2.9           Domicile
Change.  The Company will change its domicile to Delaware after
the Closing.

    


    2.10         Transfer
Agent.  The Company is currently its own Stock and Warrant
Transfer Agent.  As part of the Domicile Change, the Company will
retain the services of a qualified transfer agent to act as its Transfer Agent
and/or Warrant Agent.

    


    2.11         Completion of Exhibits and
Schedules.  All Exhibits not attached hereto shall be completed
on or before April 30, 2008.

    


    ARTICLE
3 - Representations,
Warranties and Agreements

    of
Nanotailor

    


    As an
inducement to the Company to enter into and perform this Agreement, Nanotailor
covenants, represents and warrants as follows:

    


    3.1           Authority.  Nanotailor
has the full legal power and authority to enter into and perform this Agreement,
and the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not violate any provision of law,
Nanotailor’s Articles of Incorporation or Nanotailor’s
bylaws.  Nanotailor has or at the Closing Date will have taken all
necessary action (including action of Nanotailor’s board of directors and
shareholders, as required) to authorize and approve the execution and delivery
of this Agreement and the performance of the transactions contemplated
hereby.

    


    3.2           Organization and Good
Standing.  Nanotailor is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its Business as now being
conducted.  Nanotailor does not own, directly or indirectly, any of
the capital stock of any other corporation or any equity, profit sharing,
participation, or other interest in any corporation, partnership, joint venture,
or other entity.

    


    3.3           No
Violation.  Nanotailor has not received notice of any violation
of any applicable zoning regulation, ordinance or other law, order, regulation
or requirement relating to their operations or properties; to the best knowledge
and belief of Nanotailor, no such violation presently exists; and all buildings,
improvements and other structures owned or used by Nanotailor in the Business
conform to all applicable laws, ordinances, codes and regulations, including,
without limitation, the Americans With Disabilities Act (“ADA”).  To
the best knowledge and belief of Nanotailor, Nanotailor and its services,
practices, billings, properties, equipment, machinery, buildings and operations
relating to the Business are in full compliance with all applicable federal,
state and local laws, statutes, ordinances, codes, regulations, rules, orders,
restrictions and requirements, governmental, administrative, judicial and
otherwise, including, without limitation, those relating to wages, prices, equal
opportunity, environmental protection, safety, health, building and zoning, and
the ADA, and to the best knowledge and belief of Nanotailor, no changes in any
such laws, statutes, ordinances, codes, regulations, rules, orders, restrictions
or requirements have been proposed or are in process with which the Company
could not comply after the Closing Date without materially adversely affecting
the Business or its operation or profitability.

     

    
      
        
        

      

      
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    3.4           Licenses, Permits and
Approvals.  Nanotailor holds all licenses, permits, franchises,
authorizations, approvals, consents and rights from all appropriate federal,
state, local or other public governmental or administrative or judicial
authorities necessary in connection with the operation of the Business by
Nanotailor.

    


    3.5           Taxes.  Nanotailor
has filed with appropriate federal, state and local governmental agencies all
tax returns and reports required to be filed by Nanotailor.  To the
best knowledge and belief of Nanotailor, Nanotailor has paid all taxes and
assessments which became due prior to the date hereof.  Nanotailor
warrants that it will file those returns and reports as soon as reasonably
practical and that is will provide such evidence as the Company shall reasonably
require to prove it has complied with this Section 3.5.  This warranty
survives the Closing Date until after all returns and reports are
filed.

    


    3.6           Contracts.  Nanotailor
has performed all obligations required to be performed by it to date and is not
in default under, and no event has occurred which, with the lapse of time or
action by a third party, could result in a default under, any outstanding
indenture, mortgage, deed of trust, contract, agreement, lease or other
commitment to which it is a party or by which it is bound and relates to the
Business or under any provision of Nanotailor’s Articles of Incorporation or
by-laws.

    


    3.7           Conduct of
Business.  Except as set forth on Schedule 3.7 hereto,
Nanotailor has not:

    


    (a)           experienced
any material adverse change in the assets, liabilities or business relating to
the Business;

    


    (b)           suffered
the filing, or learned of any basis for the institution of, any action, suit,
proceeding or governmental investigation, with respect to the business,
properties, assets or goodwill relating to the Business;

    


    (c)           entered
into any contract to provide or restrict any future use of the Business by any
persons;

    


    (d)           billed
any accounts relating to the Business in advance or collected any advance
payment or deposit under any contract relating to the future use of the
Business; or

    


    (e)           entered
into any other transaction relating to the sale, lease or other disposition of
the Business.

    


    3.8           Insurance.  Nanotailor
has in effect the insurance coverage with respect to the Business described in
Schedule 3.8
attached hereto, which description includes the name of the insurer, the policy
number, the name of the insured, the type and amount of coverage and risks
insured, and Nanotailor has delivered to the Company complete and accurate
copies of all such insurance policies.  To the best of Nanotailor’s
knowledge and belief, such insurance coverage, as to amounts and types of
coverage and risks insured, is adequate for the Business as presently
conducted.  Nanotailor commits to obtain key person life insurance on
Jeanette Benavides for at least $250,000  on, or prior to, the day
which is ninety (90) days after the Closing Date, and to maintain that insurance
for at least 24 months thereafter.

    


    3.9           Litigation.  Except
as set forth in Schedule 3.9,
Nanotailor is not engaged in or threatened with any claim, action, litigation,
investigation, audit, arbitration, dispute or proceeding relating to the
Business, and Nanotailor are not now subject to any order, decree or other
governmental restriction adversely affecting the business or assets of the
Business or which would prevent or hamper the consummation of the transactions
contemplated by this Agreement.

    


    3.10         Patents, Copyrights, Trademarks,
Etc.

    


    (a)           Nanotailor
owns all patents or rights to use patents on a basis described in Schedule 3.10,
trademarks and copyrights, if any, necessary to conduct the Business, or
possesses adequate licenses or other rights, if any, therefore, to the best of
Nanotailor’s knowledge and belief, without conflict with the rights of
others.

     

    
      
        
        

      

      
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    Schedule 3.10
attached hereto is a true and correct description of the following (together
with the Intellectual Property, the "Proprietary
Rights"):

    


    (i)           All
trademarks, trade names, service marks and other trade designations, including
common-law rights, registrations and applications therefore, and all patents,
copyrights and applications currently owned, in whole or in part, by the
Company, and all licenses, royalties, assignments and other similar agreements
relating to the foregoing to which Nanotailor is a party (including expiration
dates if applicable); and

    


    (ii)           All
agreements relating to technology, know-how or processes that Nanotailor is
licensed or authorized to use by others, or which it licenses or authorizes
others to use.

    


    (b)           Except
as specified, Nanotailor has the sole and exclusive right to use the Proprietary
Rights identified in Schedule 3.10 in the
United States.  To the best of Nanotailor’s knowledge and belief,
Nanotailor has the right to use the Proprietary Rights without infringing or
violating the rights of any third parties. No claim has been asserted by any
person to the ownership of or right to use any Proprietary Right or challenging
or questioning the validity or effectiveness of any such license or agreement,
and Nanotailor does not know of any valid basis for any such claim. Each of the
Proprietary Rights is valid and subsisting, has not been canceled, abandoned or
otherwise terminated and, if applicable, has been duly issued or
filed.

    


    (c)           Nanotailor
has no knowledge of any claim that, or inquiry as to whether, any product,
activity or operation of Nanotailor infringes upon or involves, or has resulted
in the infringement of, any Proprietary Right of any other person, corporation
or other entity; and, to the best of Nanotailor’s knowledge and belief, no
proceedings have been instituted, are pending or are threatened which challenge
the rights of Nanotailor with respect thereto. Nanotailor has not given and is
not bound by any agreement of indemnification for any Proprietary Right as to
any property manufactured, used or sold by Nanotailor.

    


    3.11         Financial
Statements.  Schedule 3.11
attached hereto sets forth the financial statements delivered to the Company by
Nanotailor.  To the best knowledge of Nanotailor, all such financial
statements are true, accurate and complete and present fairly the financial
position of Nanotailor as of the dates stated and results of operations of
Nanotailor for the periods depicted.

    


    3.12         Employee
Benefits.   Nanotailor has not issued nor approved, nor
sponsor, maintain, or otherwise is a party to, or is in default under, or has
any accrued obligations under any pension, profit sharing or other retirement
plan, fringe benefit plan, health, group insurance or other welfare benefit
plan, or other similar plan, agreement, policy or understanding, including,
without limitation, any "employee benefit plan" within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether
formal or informal and whether legally binding or not.

    


    3.13         Commitments.

    


    (a)           As
of the date hereof, except as specified on Schedule 3.13,
Nanotailor has not entered into nor are its assets or business bound by, whether
or not in writing, any (i) partnership or joint venture agreement; (ii) deed of
trust or other security agreement; (iii) guaranty or surety ship,
indemnification or contribution agreement or performance bond; (iv) employment,
consulting or compensation agreement or arrangement, including the election or
retention in office of any director or officer; (v) labor or collective
bargaining agreement; (vi) debt instrument, loan agreement or other obligation
relating to indebtedness for borrowed money or money lent to another; (vii) deed
or other document evidencing an interest in or contract to purchase or sell real
property; (viii) agreement with dealers or sales or commission agents, public
relations or advertising agencies, accountants or attorneys; (ix) lease of real
or personal property, whether as lessor, lessee, sublessor or sublessee; (x)
agreement relating to any matter or transaction in which an interest is held by
a person or entity which is an affiliate of Nanotailor; (xi) any agreement for
the acquisition of services, supplies, equipment, or other personal property
entered into other than in the ordinary course of business and involving more
than $5,000.00 in the aggregate; (xii) powers of attorney; (xiii) contracts
containing non-competition covenants; (xiv) agreement relating to any material
matter or transaction in which an interest is held by a person or entity which
is an "affiliate" of Nanotailor as that term is defined in Rule 144(a)(i) of the
Securities and Exchange Commission under the 33 Act, or any "associate" of
any such
affiliate as that term is defined in Regulation 14A of the general rules and
regulations under the Securities Exchange Act of 1934; (xv) any other contract
or arrangement that involves either an unperformed commitment in excess of
$5,000.00 or that terminates more than one year from the date hereof; or (xvi)
any other agreement or commitment not made in the ordinary course of business or
that is material to the business or financial condition of Nanotailor (all of
the foregoing are hereinafter collectively referred to as the
"Commitments").  True, correct and complete copies of the written
Commitments, and true, correct and complete written descriptions of the oral
Commitments, have heretofore been delivered to the Company.  To the
best of Nanotailor’s knowledge and belief, there are no existing defaults,
events of default or events, occurrences or acts that, with the giving of notice
or lapse of time or both, would constitute defaults, and no penalties have been
incurred nor are amendments pending, with respect to the
Commitments.  The Commitments are in full force and effect and are
valid and enforceable obligations of the parties thereto in accordance with
their terms, and no defenses, off-sets nor counterclaims have not been asserted
nor, to the best of the knowledge of Nanotailor, may be made by any party
thereto, nor has Nanotailor waived any rights there under.  Nanotailor
is not a party to, and none of its assets are subject to or otherwise affected
by, any agreement or instrument, or any charter or other restriction, or any
judgment, order, writ, injunction, decree, rule or regulation, that could or
does materially adversely affect its assets or business.

    


    
      
        
        

      

      
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    (b)           Except
as contemplated herein, Nanotailor has not received notice of any plan or
intention of any other party to any Commitment to exercise any right to cancel
or terminate any Commitment or agreement, and Nanotailor does not know of any
fact that would justify the exercise of such right. Nanotailor does not
currently contemplate, nor have reason to believe any other person or entity
currently contemplates, any amendment or change to any Commitment. None of the
customers or suppliers of Nanotailor has refused, or communicated that it will
or may refuse to purchase or supply goods or services, as the case may be, or
has communicated that it will or may substantially reduce the amounts of goods
or services that it is willing to purchase from, or sell to,
Nanotailor.

    


    3.14         Disclosure.  No
representation or warranty made herein by Nanotailor and no written statement,
certificate, schedule or document, including without limitation any projection,
report or summary given or to be given to the Company pursuant to this
Agreement, or with respect to the transactions contemplated hereunder, contains
or will contain any untrue statement of a material fact, or will omit to state a
material fact necessary to make the statements contained herein or therein under
the circumstances under which they were made not misleading, and Nanotailor have
made, and will make in good faith through the Closing Date, full disclosure of
all material facts with respect to the Business, including, without limitation,
the operations, assets and prospects which a prudent the Company would deem
relevant.

    


    


    3.15         Updating of
Schedules.  There has been no material adverse change in any of
the matters reflected in any Schedule made a part of this Agreement from the
respective dates thereof to and including the date of this Agreement, nor will
there be any material adverse change in such matters from the date hereof to and
including the Closing Date.  All Schedules attached hereto are true,
accurate and complete in all material respects and will be updated by Nanotailor
to include information as of such date as may be requested by the Company and
delivered to the Company prior to or on the Closing Date with any and all
changes marked so that all such Schedules are true, accurate and complete in all
respects.

    


    3.16         Basis for Representations and
Warranties.  Prior to executing this Agreement, Nanotailor has
made such affirmative and thorough reviews, searches, inspections and inquiries
relating to Nanotailor and the Business, and have consulted with such third
parties, which a prudent person might deem necessary or advisable
in order to gain knowledge concerning the matters to which the representations
and warranties relate.  With respect to the subject matter of any
representation and warranty which is subject to the “best knowledge and belief” of
Nanotailor or similar qualification, such representation or warranty shall be
deemed to include matters which Nanotailor should have known with respect to the
subject matter of such representations and warranties.

    


    Article
3A - Representations,
Warranties and Agreements

    of
the Nanotailor Shareholders

     

    As an
inducement to the Company to enter into and perform this Agreement, the
Nanotailor Shareholders each covenant, represent and warrant as to himself,
herself or itself as follows:

    


    
      
        
        

      

      
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    3.17         Authority.  The
Nanotailor Shareholder has the full legal power and authority to enter into and
perform this Agreement, and the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate any
provision of law.  The Nanotailor Shareholder has or at the Closing
Date will have taken all necessary action to authorize and approve the execution
and delivery of this Agreement and the performance of the transactions
contemplated hereby.

    


    3.18        
Ownership.  The
Nanotailor Shareholder is the record, beneficial and equitable owner of such
number of shares of Common Stock as is set forth opposite his or its name on
Exhibit “1.1”, and hold said shares free and clear of all liens, claims or
encumbrances, and have the full right and authority to exchange or transfer said
shares pursuant to the terms of this Agreement.

    


    3.19        
Absence of
Conflicts.  The Nanotailor Shareholder execution and delivery
of this Agreement, the transfer of his, her or its shares of Nanotailor Common
Stock and the consummation by them of the transactions set forth in this
Agreement do not and shall not cause him or it to violate or contravene any
provision of law or any governmental rule or regulation.

    


    3.20         Investment
Intent.  The shares of the Company’s common stock transferred
to the Nanotailor’s Shareholder in exchange for all the Nanotailor stock are
being acquired by the the Nanotailor Shareholder for his, her or its own
account, with the intention of holding for investment and with no present
intention of dividing or allowing others to participate in this investment or of
reselling or otherwise participating directly or indirectly in a distribution of
such shares. Nanotailor understands that such shares are “restricted securities” as defined under Rule
144 as promulgated under the Securities Act and will bear an appropriate legend
indicating that such shares can not be sold or transferred without registration
under the Securities Act or pursuant to applicable exemption from such
registration.

    


    3.21        
No
Approvals.  No approval of any governmental authority is
required  in connection with the consummation of the transactions set
forth in this Agreement by the Nanotailor Shareholder.

    


    3.22        
Complete
Disclosure.  No representation or warranty of the Nanotailor
Shareholder which is contained in this Agreement, or in a writing furnished or
to be furnished pursuant to this Agreement, to the Nanotailor Shareholders
knowledge contains or shall contain any untrue statement of a material fact,
omits or shall omit to state any fact which is required to make the statements
which are contained herein or therein, in light of the circumstances under which
they were made, not materially misleading.

    


    3.23        
No
Defense.  It shall not be a defense to a suit for damages by
another party to this Agreement against the Nanotailor Shareholder for any
misrepresentation or breach of covenant or warranty that the other party which
is suing the Nanotailor Shareholder knew or had reason to know that any
covenant, representation or warranty of the Nanotailor Shareholder in this
Agreement contained untrue statements.

    


    


    ARTICLE 4
-

    Representations
and Warranties of the Company and VCC

    


    As an
inducement to Nanotailor to enter into and perform this Agreement, the Company
and VCC jointly and severally covenant, represent and warrant to, and agree as
follows:

    


    4.1           Authority.  The
Company and VCC have the full legal power and authority to enter into and
perform this Agreement, and the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate any
provision of law, their respective Articles of Incorporation or their respective
bylaws.  the Company and VCC have taken all necessary action
(including action of their respective board of directors, as required but
excluding consent of their respective shareholders) to authorize and approve the
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby.

    


    
      
        
        

      

      
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    4.2           Organization and Good
Standing.  the Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Arizona and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.

    


    4.3           Capitalization.

    


    (a)           Authorized Capital
Stock.  As of the Closing Date and pursuant to the Plan (i) the
authorized capital stock of the Company consists of 200,000,000 shares of common
stock with no par value and 10,000,000 shares of preferred stock, undesignated
as to other attributes, with a par value of $.001 per share, and (ii) the
Company has issued and outstanding a total of 5,130,935 shares of common stock
after the computation of the anti-dilution provisions of certain classes under
the Plan.

    


    (b)           Warrants
Outstanding.  Pursuant to the Plan, the Company has outstanding
8,423,290 of Series A Warrants and 8,423,290 Series B Warrants, each of which
entitle the holder thereof to purchase one share of the Company’s common stock
at $2.00 per share and which expire on August 31, 2008; 8,423,290 of Series C
Warrants and 8,423,290 Series D Warrants each of which entitle the holder
thereof to purchase one share of the Company’s common stock at $3.00 per share
and which expire on August 31, 2008; and 8,423,290 Series E Warrants and
8,423,290 Series F Warrants each of which entitle the holder thereof to purchase
one share of the Company’s common stock at $4.00 per share and which expire on
August 31, 2008.

    


    (c)           Duly Issued.  All
of the outstanding shares of capital stock of the Company are duly and validly
authorized and issued, fully paid and non-assessable and all outstanding
warrants representing binding obligations of the Company to issue additional
shares in accordance with the terms thereof.

    


    (d)           No Pre-Emptive
Rights.  Except for the Plan Warrants and shares to be issued
under the anti-dilution rights of certain classes under the Plan, the Company
has no outstanding obligations for the issuance of or conversion into any shares
of its capital stock and, excluding the Shareholders Agreement, there are no
pre-emptive or other rights held by any current or former shareholder of the
Company with respect to the issuance of any shares of its capital
stock.

    


    4.4           Valid Issue.  Upon
issuance, the Consideration Shares of restricted Company common stock issued in
exchange for all the shares of Nanotailor’s capital stock shall be duly and
validly authorized and issued, fully paid and non-assessable.

    


    4.5           Taxes.  the Company
has filed with appropriate federal, state and local governmental agencies all
tax returns and reports required to be filed by the Company and has paid all
taxes and assessments which became due prior to the date hereof and shall pay
all such taxes and assessments which become due on or prior to the Closing
Date.

    


    4.6           Litigation.  the
Company is not engaged in or threatened with any claim, action, litigation,
investigation, audit, arbitration, dispute or proceeding, and the Company is not
now subject to any order, decree or other governmental restriction adversely
affecting its business or assets or which would prevent or hamper the
consummation of the transactions contemplated by this Agreement or the Company’s
intended use or operation of the Acquired Assets.

    


    4.7           Financial
Statements.  Schedule 4.7 attached
hereto sets forth the financial statements delivered to Nanotailor by the
Company.  All such financial statements are true, accurate and
complete and present fairly the financial position of the Company as of the
dates stated and results of operations of the Company for the periods
depicted.

    


    4.8           Disclosure.  No representation or
warranty made herein by the Company and no written statement, certificate,
schedule or document, including without limitation any projection, report or
summary given or to be given to Nanotailor pursuant to this Agreement, or with
respect to the transactions contemplated hereunder, contains or will contain any
untrue statement of a material fact, or will omit to state a material fact
necessary to make the statements contained herein or therein under the
circumstances under which they were made not misleading, and the Company
has made, and will make in good faith through the Closing Date, full disclosure
of all material facts with respect to its operations, assets and prospects which
a prudent the Company would deem relevant.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    4.9           Updating of
Schedules.  There has been no material adverse change in any of
the matters reflected in any Schedule made a part of this Agreement from the
respective dates thereof to and including the date of this Agreement, nor will
there be any material adverse change in such matters from the date hereof to and
including the Closing Date.  All Schedules attached hereto are true,
accurate and complete in all material respects and will be updated by the
Company to include information as of such date as may be requested by Nanotailor
and delivered to Nanotailor prior to Closing Date with any and all changes
marked so that all such Schedules are true, accurate and complete in all
respects.

    


    4.10           Basis for Representations and
Warranties.  Prior to executing this Agreement, the Company has
made such affirmative and thorough reviews, searches, inspections and inquiries
relating to the Company, and has consulted with such third parties, which a
prudent person might deem necessary or advisable in order to gain knowledge
concerning the matters to which the representations and warranties
relate.  With respect to the subject matter of any representation and
warranty which is subject to the “best knowledge and belief” of
the Company a similar qualification, such representation or warranty shall be
deemed to include matters which the Company should have known with respect to
the subject matter of such representations and warranties.

    


    ARTICLE
5 - Additional
Agreements

    


    5.1           Access to Records and
Properties.  Upon execution of this Agreement and through the
Closing Date, the Company and Nanotailor, and their respective accountants,
counsel and other representatives, shall have full access to all of the
properties, assets, books, records, tax returns, leases, contracts and
agreements, and all information concerning the business and properties of the
other as each may request.  Each party shall provide reasonable
assistance to the other in connection with the conduct of the due diligence
review of the business, properties and financial condition of the
other.

    


    5.2           Confidentiality.  The
Parties agree to keep all information exchanged including this Agreement
confidential (the “Confidentiality
Agreement”) unless otherwise required to be disclosed, providing that no
public disclosure of the terms of this Agreement or documents related to the
Transaction, shall be made by the Company or Nanotailor, or their respective
officers, directors, stockholders, employees or agents, except as may be
required by law or by judicial or other compulsory process; provided however, that if the
Company deems it in the best interest of the Company to make a public
announcement, the content of such announcement must be mutually acceptable to
both the Company and Nanotailor.  If either party intends to make a
disclosure of the terms of this Agreement or the related documents as required
by law or by judicial or other compulsory process, such party shall notify the
other party as soon as possible, and if permissible, in advance of any such
disclosure.  Such Confidentiality Agreement does not apply to the
anticipated Proxy or Warrant Reduction Announcement or a Press Release that will
accompany such information disemination, except that Nanotailor shall have the
right to comment on such documents.

    


    5.3           No
Solicitation.  From the date of this Agreement until the
Closing or Termination of this Agreement, neither Party shall directly or
indirectly, through any officer, director, agent, or otherwise, solicit or
initiate, directly or indirectly, or encourage submission of inquiries,
proposals, or offers from any potential buyer relating to the acquisition of
Nanotailor or a merger with the Company, or participate in any material
discussions or negotiations regarding, or furnish to any person any proprietary
or confidential information which could be used to solicit an offer from a
potential party to such transactions or could be used by such a potential buyer
to make or finance such an inquiry, proposal or offer of such
transactions.

    


    ARTICLE
6 - Conditions
Precedent

    


    6.1           Conditions Precedent to the
Obligations of the Company.  Notwithstanding any other
provision of this Agreement, the obligation of the Company to consummate the
transactions hereunder shall be subject to the satisfaction on the Closing Date
of the following conditions precedent, unless waived in writing by the
Company:

     

                   
(a)           Representations, Warranties and
Covenants.  The representations and warranties of Nanotailor
contained in Article 3 hereof shall be true and correct as of the date when made
and as of the Closing Date, except to the extent necessary to reflect the
consummation of the transactions provided for herein and except as otherwise
contemplated by this Agreement.  Nanotailor shall have duly performed
and complied with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by them prior to or on the Closing
Date.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    (b)           Licenses, Permits, Approvals,
Etc. the Company shall have applied for and obtained all governmental,
administrative and other licenses, permits, approvals, consents and
authorizations, which, in the opinion of the Company, are required or desirable
in connection with the Company’s acquisition of the Nanotailor capital stock,
and its intended use and operation of the Business and which could not be
transferred directly from Nanotailor to the Company, all of which shall be in
full force and effect and not subject to appeal.

    


    (c)           Due Diligence of the
Company.  The Company shall have conducted such diligence
checks as desired and shall have affirmatively elected to proceed with the
transactions contemplated under this Agreement.

    


    (d)           Consents.  All
required consents, authorizations and approvals of third parties to the
consummation of the transactions contemplated hereby, shall have been obtained
by Nanotailor in form and substance satisfactory to the Company.

    


    (e)           No Adverse
Changes.  There shall have been no adverse changes in the
operations, conditions (financial or otherwise), properties, assets, business or
prospects of the Business.

    (f)           Legal
Matters.  There shall have been furnished to the general
counsel for the Company certified copies of such corporate records of Nanotailor
and copies of such other documents as such counsel may reasonably have
requested.  All legal matters and proceedings in connection with this
Agreement and the transactions contemplated hereby shall have been approved by
such counsel.

    


    (g)           Receipt of Closing
Documents.  The Company shall have received all of the closing
documents referred to in Section 7.1 hereof.

    


    6.2           Conditions Precedent to the
Obligation of Nanotailor.  Notwithstanding any other provision
of this Agreement, the obligation of Nanotailor to consummate the transactions
contemplated hereby shall be subject to the satisfaction on the Closing Date of
the following conditions precedent, unless waived in writing by
Nanotailor:

    


    (a)           Representations, Warranties and
Covenants.  The representations and warranties of the Company
contained in Article 4 hereof shall be true and correct in all material respects
as of the date when made and as of the Closing Date, except to the extent
necessary to reflect the consummation of the transactions provided for herein
and except as otherwise contemplated by this Agreement.  The Company
shall have duly performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by the
Company prior to or on the Closing Date.

    


    (b)           Adequate Warrant
Exercise.  Pursuant to the Warrant Funding Plan in Section 2.4,
the Company shall have in escrow not less than $200,000 as a closing contingency
hereunder.  Such Escrow shall include the formal commitment (the
“Warrant Exercise
Commitments”) to use debt, if allowable and desired by the lender, that
Nanotailor has already received prior to the Closing as funding to exercise
warrants.

    


    (c)           Due Diligence of
Nanotailor.  Nanotailor shall have conducted the due diligence
checks desired and shall have affirmatively elected to proceed with the
transactions contemplated under this Agreement.

    


    (d)           No Adverse
Changes.  There shall have been no adverse changes in the
operations, conditions (financial or otherwise), properties, assets, business or
prospects of the the Company.

     

    (e)           Officers and
Directors.  Michael S. Williams agrees to resign as an officer
and Director of the Company at the Closing.  Lanny R. Lang, who would
then be the sole remaining Director after the Closing shall agree to appoint the
persons listed on Schedule 6.2(e) as the New
Directors and then Mr. Lang shall resign as an Officer and
Director.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    (f)           Receipt of Closing
Documents.  Nanotailor shall have received all of the closing
documents referred to in Section 7.2 hereof.

    


    ARTICLE
7 - Closing
Documents

    


    7.1           Documents to be Delivered by
Nanotailor.  Nanotailor agrees to deliver to the Company on the
Closing Date the following:

    


    (a)           Good Standing Certificate for
Nanotailor.  A certificate of good standing of Nanotailor
issued by the applicable authority of the State of Delaware dated not more than
10 days prior to the Closing Date.

    


    (b)           Certificate of Secretary of
Nanotailor.  Certificate of the Secretary of Nanotailor dated
the Closing Date with respect to corporate proceedings authorizing this
Agreement and the transactions contemplated hereunder.

    


    (c)           Opinion regarding share
issuance.  Nanotailor’s counsel shall issue an opinion that the
Company shares issued to the Nanotailor Shareholders are exempt from
registration pursuant to Section 4(2) the 33 Act.

    


    (d)           Other
Documents.  Such other documents and showings as shall
reasonably be requested by the Company.

    


    7.2           Documents to Be Delivered by the
Company.  the Company agrees to deliver to Nanotailor on the
Closing Date the following:

    


    (a)           Certificate of Secretary of the
Company.  Certificate of the Secretary of the Company dated the
Closing Date with respect to corporate proceedings authorizing this Agreement
and the transactions contemplated hereunder.

    


    (b)           Other
Documents.  Such other documents and showings as shall
reasonably be requested by Nanotailor.

    


    ARTICLE
8 - Termination,
Amendments, Waiver And Assignment

    


    8.1           Termination.  This
Agreement may be terminated at any time prior to the Closing Date:

    


    (a)           By
mutual consent of the Company and Nanotailor;

    


    (b)           By
the Company (i) if in good faith opinion of the Company, upon written notice
with reasonable rights to cure within a minimum of five days from such notice,
Nanotailor has breached any of the representations, warranties or covenants of
this Agreement or (ii) if any of the conditions precedent as set forth in
Section 6.1 above have not been performed by the Closing Date;

    


    (c)           By
the Company if the Closing has not occurred by May 15, 2008 to no fault or delay
contributed to by the Company (the “Termination
Date”).

    


    (d)           By
Nanotailor (i) if in good faith opinion of Nanotailor, upon written notice with
reasonable rights to cure within a minimum of five days from such notice, the
Company has breached any of the representations, warranties or covenants of this
Agreement or (ii) if any of the conditions precedent as set forth in Section 6.2
above have not been performed by the Closing Date.

     

    (e)           By
Nanotailor if there are insufficient Warrant Proceeds or Warrant Exercise
Commitments in escrow with the Company prior to the Termination
Date.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    (f)           By
the any party to this Agreement, if any other party shall have breached, or
failed to comply with any of its obligations under this Agreement or any
representation or warranty made by it shall have been incorrect when made, and
such breach, failure or misrepresentation is not cured within twenty (20) days
after notice thereof, and in either case, any such breaches, failures or
misrepresentations, individually or in the aggregate, results or would
reasonably be expected to affect materially and adversely the benefits to be
received by the any other party hereunder.

    


    8.2           Effect of
Termination.  In the event of termination of this Agreement
pursuant to Section 8.1 hereof, there shall be no liability on the part of
either party to the other, provided, however, that (a)
this Section 8.2 shall not preclude liability attaching to a party who has
caused the termination hereof by willful act or willful failure to act in
violation of the terms and provisions of this Agreement, and (b) termination of
this Agreement shall not terminate or affect the agreements of the parties
hereto set forth in Sections 9.3 or 9.4 hereof.

    


    8.3           Amendment.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

    


    8.4           Waiver.  Any terms
or provisions of this Agreement may be waived in writing at any time by the
party which is entitled to the benefits thereof.  The failure of any
party at any time or times to require performance of any provision hereof shall
in no manner affect such party’s right at a later time to enforce the
same.  No waiver by any party of a condition or of the breach of any
term, covenant, representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term, covenant,
representation or warranty of this Agreement.

    


    8.5           Assignment.  This
Agreement shall not be assigned by either party without the prior written
consent of the other party and any attempted assignment without such written
consent shall be null, void and without legal effect.

    


    ARTICLE
9 - General
Provisions

    


    9.1           Indemnification.

    


    (a)           Nanotailor’s
Indemnification.  Nanotailor agrees to indemnify and hold
harmless the Company, from and against any claim, loss, damage, cost or expense
whatsoever, including attorneys’ fees and expenses of litigation, which the
Company may incur or suffer by reason, either directly or indirectly, of any of
the following:

    


    (i)           The
inaccuracy of any representation or warranty made by Nanotailor
hereunder;

    


    (ii)           The
breach of any of the agreements or covenants of Nanotailor contained herein or
in any certificate or other document delivered by Nanotailor to the Company in
accordance with the terms hereof;

    


    (iii)           All
litigation, suits, claims, demands, proceedings or matters relating to the
operation of the Business on or prior to the Closing Date.  the
Company may contest any claim or liability, which, if established, would be the
subject of indemnification hereunder, and in such event all legal fees,
disbursements and other costs and expenses of such contest shall also be an item
of indemnification by Nanotailor hereunder.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

    

    (b)           The Company’s
Indemnification.  the Company agrees to indemnify and hold
harmless Nanotailor from and against, any claim, loss, damage, cost or expense
whatsoever, including attorneys’ fees and expenses of litigation, which
Nanotailor may incur or suffer by reason, either directly or indirectly of the
following:

    


    (i)           The
inaccuracy of any representation or warranty made by the Company
hereunder;

    


    (ii)           The
breach of any of the agreements or covenants of the Company contained herein or
in any certificate or other document delivered by the Company to Nanotailor in
accordance with the terms hereof, and

    


    9.2           Brokerage
Commission.  Each party hereto represents and warrants that it
has not had any negotiations or dealings with any advisors, brokers or finders,
and that no obligation or liability, contingent or otherwise, for advisory,
brokerage or finder’s commissions or fees has been incurred in connection with
the transactions contemplated hereunder.  The parties each further
agree to indemnify and hold the other harmless from and against the claims of
any person, firm or corporation claiming any brokerage commission, finder’s fee
or similar compensation based on any alleged negotiations or dealings with the
indemnity contrary to the foregoing representations.

    


    9.3           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by such party by like
notice):

    


    
      	
              If
      to Nanotailor:

            	 
      
	 
      	 
      
	 
      	
              Nanotailor,
      Inc.

            
	 
      	
              701
      Brazos

            
	 
      	
              Austin,
      TX  78701

            
	 
      	
              Attn:  Ramon
      Perales

            
	 
      	 
      
	
              With
      a copy to:

            	 
      
	 
      	 
      
	 
      	
              Mintz
      & Fraade, P.C.

            
	 
      	
              488
      Madison Avenue, Suite 1100

            
	 
      	
              New
      York, NY 10022

            
	 
      	
              Attn:  Frederick
      M. Mintz, Esq.

            
	 
      	 
      
	 
      	 
      
	
              If
      to the Company:

            	 
      
	 
      	 
      
	 
      	
              Visitalk
      Capital Corporation

            
	 
      	
              14647
      S. 50th Street, Suite 130

            
	 
      	
              Phoenix,
      AZ  85044

            
	 
      	
              Attn:  Michael
      S. Williams

            


    

    


    Written
notice given by any other method shall be deemed effective only when actually
received by the party to whom given.

    


    9.4           Expenses.  Except
as set forth below, the parties shall bear their own respective legal,
accounting, title and other related expenses in connection with this Agreement
and the issuance and acquisition provided for hereunder.  In the event
of termination of this Agreement under Section 8.1 by Nanotailor without
reasonable cause, Nanotailor agrees to reimburse the Company for its actual
costs and expenses incurred in connection with preparation of this Agreement,
the Warrant Exercise Notice and the Proxy not to exceed $25,000.

    


    9.5           Legal
Representation.  The parties hereto acknowledge they have been
advised to seek independent legal and accounting advice in connection with this
Agreement and the transactions contemplated herein and have obtained such advice
to the extent desired by them.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

    

    9.6           Miscellaneous.  This
Agreement (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, between the parties, with
respect to the subject matter hereof; (b) is not intended to confer upon any
other person any rights or remedies hereunder; (c) shall be binding upon and
inure to the benefit of the Company and Nanotailor, and their respective
successors and assigns; and (d) shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Arizona as
applied without regard to conflict of law principles.  This Agreement
may be executed in counterparts which together shall constitute a single
agreement. Article headings and Section headings as contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

    


    9.7           Gender.  Where in
this Agreement masculine pronouns are used, such words shall be considered
feminine or neuter pronouns where the context indicates the propriety of such
use.

    


    9.8           Illegality.  In the
event that any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, such provision shall be deemed modified to the least extent
necessary to cause such provision to be valid, legal or enforceable, and the
validity, legality and enforceability of the other provisions of the Agreement
shall not be affected or impaired thereby.

    


    9.9           Effect of
Attachments.  Each Schedule referred to herein shall be deemed
a part of this Agreement to the same extent as if each such Schedule was set
forth herein in its entirety.

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

       

    

    In
Witness Whereof, this Agreement has been executed by the parties hereto as of
the day and year first written above.

    


    


    
      	
              The
      “Company”

              VT
      International Corp.

            	 
      	
              “Nanotailor”

              Nanotailor,
      Inc.

            
	
               

              /s/
      Michael S.
      Willism

            	 
      	
               

              /s/
      Ramon Perales

            
	
              By:  Michael
      S. Williams

            	 
      	
              By:  Ramon
      Perales

            
	
              Its:  President

            	 
      	
              Its:  President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              “VCC”

              Visitalk
      Capital Corporation

            	 
      	
              “Nanotailor
      Shareholders”

            
	
               

              /s/
      Michael S.
      Williams

            	 
      	
               

              /s/
      Ramon Perales

            
	
              By:  Michael
      S. Williams

            	 
      	
              By:  Ramon
      Perales, Agent

            
	
              Its:  President

            	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    List
of Exhibits or Schedules

    


    


    
      	
              1.1

            	
              Nanotailor
      Shareholders; addresses and SS#

            
	 
      	 
      
	
              1.2

            	
              Shares
      to be issued in the exchange

            
	 
      	 
      
	
              1.4

            	
              Employment
      Agreement

            
	 
      	 
      
	
              2.1

            	
              Shareholder’s
      Agreement

            
	 
      	 
      
	
              2.2

            	 
      
	 
      	 
      
	
              3.7

            	
              Adverse
      Claims

            
	 
      	 
      
	
              3.8

            	
              Insurance
      Policies

            
	 
      	 
      
	
              3.9

            	
              Litigation

            
	 
      	 
      
	
              3.10

            	
              Proprietary
      Rights

            
	 
      	 
      
	
              3.11

            	
              Financial
      Statements of Nanotailor

            
	 
      	 
      
	
              3.13

            	
              Commitments

            
	 
      	 
      
	
              4.7

            	
              Financial
      Statements of the Company

            
	 
      	 
      
	
              6.2(e)

            	
              New
      Directors to be appointed after the Closing

            
	 
      	 
      
	 
      	 
      


    

     

     

    
      
        
        

      

      
        -16-