f1012gex4ii_chinafib.htm


    
      


      


      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.

      


      


      
        
          
          

        

        
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      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.

       

       

      
        
          
          

        

        
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      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.  

       

       

      
        
          
          

        

        
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      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.

       

      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.

      


      


      
        
          
          

        

        
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      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.

       

       

      
        
          
          

        

        
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      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.

       

       

      
        
          
          

        

        
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      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”).

       

       

      
        
          
          

        

        
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      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

          
            

          

        

        
          
          

        

      

      


      


      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

          
            

          

        

        
          
          

        

      

       

      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

          
            

          

        

        
          
          

        

      

       

      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.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      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.

       

      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

          
            

          

        

        
          
          

        

      

      
 

      


      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

          
            

          

        

        
          
          

        

      

      


      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

          
            

          

        

        
          
          

        

      

      


      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:

              	 
      	
                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 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 the                                                 and                                        
   is now the                                   
  .

                                                                   
 (name)                                                   
(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 the                                                 and                                        
   is now the                                   
  .

                                                                     
 (name)                                                   
(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


                  

                

              

            

          

        

         

      

       

      
        
           

        

        
          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 the                                                 and                                        
   is now the                                   
  .

                                                                     
 (name)                                                   
(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


                  

                

              

            

          

        

         

      

    

     

    
 

    
      
         

      

      
        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.

    


    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.

    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    


    


    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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    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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    (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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    (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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    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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    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:

            


    

    
    

    


    


    


    


    


    
      
         

      

      
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    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