**EXHIBIT
      4.19**




**SECURITIES
      PURCHASE AGREEMENT**




**AMONG**




**VERSADIAL,
      INC.**




**AND**




**THE
      LENDERS NAMED HEREIN**







**SECURITIES
      PURCHASE AGREEMENT**




This
      Securities Purchase Agreement (the “ **Purchase
      Agreement** ”,
      or the
“ **Agreement** ”)
      dated
      as of the date set forth opposite the signature of parties on the signature
      pages hereto, among VERSADIAL, INC., a Nevada corporation (the “Company”), and
      the Lenders listed on the signature pages hereto (each an “Lender” and
      collectively, the “Lenders”) is one of a series of Purchase Agreements among the
      Lenders and Company regarding the subject matter and issuance of the Notes
      defined herein to be deemed a single document relating to the obligations of
      the
      parties to each other.




WHEREAS,
      the Company desires to sell 8% promissory notes (the “Notes”), in the principal
      amount of up to $2,500,000 (such total, the “Principal Amount”) in the form
      attached as Exhibit
      A  hereto, at a
      price of ninety seven (97%) per cent of the principal
      amount of Notes sold pursuant to the provisions of this Agreement, and the
      Lenders desire to purchase from the Company the Notes; and




WHEREAS,
      each of the Lenders has acquired one or more Notes representing a portion of
      the
      Principal Amount.




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      in
      this Agreement, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties do hereby agree as
      follows:




In
      consideration for the premises, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:




**ARTICLE
      I**




**DEFINITIONS**




Section
      1.01  **Definitions** .
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):




“ **Affiliate** ”
of
      any
      Person means (a) any Person which, directly or indirectly, is in control of,
      is
      controlled by, or is under common control with such Person, or (b) any Person
      who is a director or officer or member or partner (i) of such Person or (ii)
      of
      any Person described in clause (a) above. For the purposes of this definition,
      “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person,
      means either (x) the power, directly or indirectly, to vote 10% or more of
      the
      securities having ordinary voting power for the election of directors (or
      persons performing similar functions) of such Person, or (y) the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of that Person, whether through the ownership of voting
      securities, by contract or otherwise.




1




“ **Agreement** ”
means
      this Purchase Agreement, as the same may be amended, supplemented or otherwise
      modified from time to time.




“ **Business
      Day** ”
means
      a
      day other than Saturday, Sunday or other day on which commercial banks in New
      York City are authorized or required by law to close.




“ **Capital
      Stock** ”
means
      any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person (other than a corporation) and any and all warrants or
      options to purchase any of the foregoing.




“ **Closing** ”
has
      the
      meaning specified in Section 2.01(b).




**“Common
      Stock”** means
      the common stock of the Company.




“ **Debt** ”
of
      any
      Person at any date means (a) all indebtedness of such Person for borrowed money
      or for the deferred purchase price of property or services (other than trade
      liabilities incurred for goods and services used in the ordinary course of
      business and payable in accordance with customary practices), (b) any other
      indebtedness of such Person which is evidenced by a note, bond, debenture or
      other similar instrument, (c) all obligations of such Person under Purchase
      Leases, (d) all obligations of such Person in respect of acceptances issued
      or
      created for the account of such Person, and (e) all liabilities secured by
      any
      Lien on any property owned by such Person even though such Person has not
      assumed or otherwise become liable for the payment thereof.




“ **Default** ”
means
      any event or condition that, with notice or lapse of time or both, would become
      an Event of Default.




“ **Event
      of Default** ”
has
      the
      meaning specified in Section 7.01.




“ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.




“ **Governing
      Documents** ”
shall
      mean (a) the articles or certificate of incorporation and the bylaws of a
      corporation; (b) any charter, certificate of formation or similar document
      adopted or filed in connection with the creation, formation or organization
      of
      any other entity and any operating agreement, management agreement or similar
      document or an entity; and (c) any amendment or supplement to any of the
      foregoing.




“ **Governmental
      Authority** ”
means
      any nation or government, any state or other political subdivision thereof
      and
      any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to government.




“ **Indemnified
      Party** ”
has
      the
      meaning specified in Section 8.05(a).




“ **Lenders** ”
has
      the
      meaning set out in the Recitals to this Agreement.




2




“ **Lien** ”
means
      any lien, charge, claim, mortgage, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement, upon
      or
      with respect to any property, including any title retention agreement or any
      leases in the nature thereof and any easement, right of way or other encumbrance
      on title to real property.




**“Permitted
      Liens** ”
means
      Liens for the benefit of Fursa Alternative Strategies, LLC and Fursa Master
      Global Event Driven Fund, L.P.




“ **Transaction
      Documents** ”
means
      this Agreement and the Notes.




“ **Material
      Adverse Effect** ”
means
      (I) with respect to the Company, (a) a material adverse effect on the business,
      operations, properties or condition (financial or otherwise) or prospects of
      the
      Company and its subsidiaries taken as a whole, (b) the inability of the Company
      to perform any of its obligations hereunder or under any of the other
      Transaction Documents to which it is a party, or (c) an adverse effect on the
      validity or enforceability of this Agreement or any other Transaction Document
      or the rights or remedies of the Lender hereunder or thereunder; and (II) with
      respect to a Person other than the Company, a material adverse effect on the
      business, operations, properties or condition (financial or otherwise) or
      prospects of such Person or any Affiliates **** of
      such
      Person.




“ **Maturity
      Date** ”
means,
      with respect to the Notes, the earliest to occur of: (a) the date that is six
      (6) months following the final Closing; (b) the date on which the Company
      receives no less then $4,000,000 in gross cash proceeds from the closing of
      the
      proposed private offering of its equity securities referred to in the Summary
      of
      Terms attached as Exhibit
      B hereto;
      (c) if the closing referred to in clause (b) is not effected as contemplated
      by
      the Summary of Terms, the date on which the Company is able to effectuate a
      closing of the rights offering for which Fursa Alternative Strategies, LLC
      has
      agreed to act as standby underwriter, as reflected in the consent signed by
      Fursa Alternative Strategies, LLC to the issuance of the Notes or, (d) the
      date
      on which an Event of Default occurs.




“ **Notes** ”
means
      the secured promissory notes of the Company payable to the order of the Lenders
      in the aggregate principal amount of up to Two Million Five Hundred Thousand
      United States Dollars (US $2,500,000), in substantially the form of Exhibit
      A hereto,
      evidencing the indebtedness of the Company to the Lenders under the transactions
      made by the Lenders to the Company hereunder.




“ **Person** ”
means
      an individual, corporation, partnership, business trust, joint venture,
      association, joint stock company, trust, unincorporated organization, joint
      venture, limited liability company or other entity, or a government or any
      agency or political subdivision thereof.




“ **Securities
      Act** ”
means
      the US Securities Act of 1933, as amended.




“ **Subsidiary** ”
means
      any corporation or other legal entity of which the Company (either alone or
      through or together with any other Subsidiary or Subsidiaries) is the general
      partner or managing entity or of which 50% or more of the Capital Stock or
      other
      equity interests the holders of which are generally entitled to vote for the
      election of the board of directors or others performing similar functions of
      such corporation or other legal entity is directly or indirectly owned or
      controlled by the Company (either alone or through or together with any other
      Subsidiary or Subsidiaries), including without limitation.




3




Section
      1.02  **Computation
      of Time Periods** .
      In this
      Agreement in the computation of periods of time from a specified date to a
      later
      specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”.




Section
      1.03  **Accounting
      Terms** .
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with U.S. generally accepted accounting principles (“ **GAAP** ”).




**ARTICLE
      II**




**PUR** **CHASE
      AND SALE OF NOTES**




Section
      2.01  **Purchase
      and Sale** **.**




(a)  Commitment .
      On the
      terms and subject to the conditions contained in this Agreement, in reliance
      upon the representations and warranties of the Company set forth herein and
      in
      the other Transaction Documents to which it is a party, the Lenders agree to
      purchase at a Closing (as hereafter defined), and the Company agrees to issue
      and sell to the respective Lenders at the Closing, the amount of Notes set
      forth
      opposite each Lender’s name on the signature pages hereto, for a purchase price
      equal to ninety seven (97%) percent of the principal amount of the Notes (the
      “Purchase Price”).




(b)  Closing .
      Subject
      in any and all events to the satisfaction in full of the conditions set forth
      in
      Article III hereof,  the
      Company shall deliver to each Lender, a Note in the principal amount acquired
      by
      the Lender, against payment of the Purchase Price to the Company (each date
      of
      delivery of a Note, a “Closing”) The final Closing shall be no later than
      September 30, 2007, subject to the right of the Company to extend the final
      Closing for an additional 30 days, but in no event beyond the earliest date
      that
      may constitute the Maturity Date.




(c)  Notes .
      The
      Notes will be deemed subject to this Agreement upon their issuance. Any and
      all
      payments thereunder shall be made in United States dollars in immediately
      available funds.




Section
      2.02  **Interest** Each
      Note shall bear interest on the unpaid principal amount thereof from the date
      of
      the Closing of such Note to the date repaid in full at a monthly percentage
      rate
      equal to 8% per annum payable in arrears. Interest shall be computed on the
      basis of a 360-day year of twelve 30-day months for the actual number of days
      elapsed.




4




Section
      2.03  **Repayment** ****




(a)  Maturity
      Date Repayment .
      On the
      Maturity Date, the Company shall be liable to pay to the Lenders the aggregate
      outstanding principal amount of the Notes, together with all interest accrued
      thereon (such outstanding principal amount, together with such accrued interest,
      being called the “ **Aggregate
      Amount** ”),
      together with all other amounts in respect of the Notes then owing to the Lender
      hereunder and under the other Transaction Documents, whether for costs and
      expenses or otherwise ,
      as
      limited by Section 8.13.




(b)  Prepayment . The
      Company shall have the right to prepay the Notes at any time at 100% of the
      principal amount together with accrued interest.




**ARTICLE
      III**




**CONDITIONS** **OF
      LENDER OBLIGATIONS AT CLOSING**




Section
      3.01  **Conditions
      Precedent to the C** **losing** .The
      obligations of the Lenders under subsection 1.1 of this Agreement is
      subject to the fulfillment on or before a Closing of each of the following
      conditions:




(a)  Transaction
      Documents Delivered .
      The
      Company shall have duly executed and delivered the Transaction Documents to
      which it is a party and all documents contemplated hereby and
      thereby.




(b)  No
      Event of Default .
      As of
      the Closing no event shall have occurred or be continuing or could reasonably
      be
      expected to result from the Transaction or from the application of the proceeds
      therefrom, that could constitute a Default or an Event of Default.




(c)  Absence
      of Material Change .
      As of
      the Closing there has been no event that has caused or may cause a Material
      Adverse Effect on the Company since the date of this Agreement.




**ARTICLE
      IV**




**REPRESENTATIONS
      AND WARRANTIES** **OF COMPANY**




The
      Company hereby represents and warrants that, at the date of this
      Agreement:




Section
      4.01  Due
      Incorporation, Etc. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and has full corporate
      power and corporate authority to own, lease and operate its property and assets
      and to conduct its business as presently conducted and as proposed to be
      conducted by it. The Company has full corporate power and corporate authority
      to
      enter into and perform its obligations under the Transaction Documents and
      to
      carry out the transactions contemplated by the Transaction Documents.




5




Section
      4.02  Enforceability:
      No Conflict .
      Each of
      the Transaction Documents constitutes a valid and binding obligation of the
      Company enforceable in accordance with its terms, subject to laws of general
      application applying to the Company and relating to bankruptcy, insolvency,
      and
      the relief of debtors and rules of law applying to the Company and governing
      specific performance, injunctive relief and other equitable remedies. Neither
      the execution and delivery of any Transaction Document to which the Company
      is a
      party, nor the performance by the Company of its obligations thereunder, (i)
      will conflict with or result in a breach of, or constitute a default under
      the
      Company’s Governing Documents or any other document to which Company or its
      Affiliates is a party, or (ii) will conflict with or result in a breach of,
      or
      constitute a default under or result in the creation or imposition of any Lien
      upon any of the property or assets of the Company under any applicable law,
      rule, governmental regulation, judgment, decree, indenture, mortgage, deed
      of
      trust or other instrument or agreement to which the Company or any of its
      Affiliates may be or become a party or by which it may be or become
      bound.




Section
      4.03  Litigation .
      There
      is no pending or, to the Company’s knowledge, threatened litigation,
      investigation, action or proceeding of or before any court, arbitrator or
      governmental agency (i) which purports to affect the legality, validity or
      enforceability of any Transaction Document or (ii) that could have a Material
      Adverse Effect against (a) the Company or any of its officers, directors or
      employees (in their capacity as such) or (b) any of the properties of the
      Company. The Company is not a party or subject to the provisions of any order,
      writ, injunction, judgment or decree of any court or governmental agency or
      instrumentality. There is no action, suit, proceeding or investigation by the
      Company currently pending which is likely to have a Material Adverse
      Effect.




Section
      4.04  Valid
      Issuance of Notes .
      The
      Notes being purchased by the Lenders hereunder, when issued, sold, and delivered
      in accordance with the terms hereof for the consideration provided for herein,
      will be duly and validly issued and, based in part upon the representations
      of
      the Lenders in this Agreement, will be issued in compliance with all applicable
      federal and state securities laws.




Section
      4.05  No
      Violation .
      The
      Company is not in violation of, nor does the execution of any of the Transaction
      Documents by the Company or the consummation of the transactions contemplated
      hereby or thereby result in the violation of, (i) any term of the Company’s
      Governing Documents or (ii) any term of any agreement or instrument to which
      the
      Company is a party or by which any are bound in any respect which has or could
      be reasonably expected to have a Material Adverse Effect.




6




Section
      4.06  Governmental
      Consents .
      No
      consent, approval, order, or authorization of, or registration, qualification,
      designation, declaration, or filing with, any federal, state, local or foreign
      Governmental Authority to which the Company is subject is required in connection
      with the consummation of the transactions contemplated by this
      Agreement.




Section
      4.07  Full
      Disclosure .
      This
      Agreement, the attached schedules and exhibits, the other Transaction Documents
      and other documents called for hereby delivered by the Company to the Lenders
      or
      its attorneys or agents in connection herewith or therewith or with the
      transactions contemplated hereby or thereby, all taken together, do not contain
      any untrue statement of a material fact nor omit to state a material fact
      necessary in order to make the statements contained herein or therein not
      misleading.




**ARTICLE
      V**




**COVENANTS**




Section
      5.01  **Affirmative
      Covenants** **.** The
      Company covenants and agrees that, so long as any amount is outstanding under
      any of the Transaction Documents, the Company shall, unless waived by all the
      Lenders in writing:




(a)  Corporate
      Existence .
      The
      Company shall at all times preserve and keep in full force and effect its
      corporate existence and all of its material rights and shall continue to conduct
      its business in the ordinary course.




(b)  Maintenance
      of Properties; Insurance .
      The
      Company will maintain in good repair, working order and condition, ordinary
      wear
      and tear excepted, all material properties used or useful in the business of
      the
      Company and from time to time will make or cause to be made all appropriate
      repairs, renewals and replacements thereof which it deems necessary in its
      reasonable business judgment. The Company will maintain, with financially sound
      and reputable insurers, insurance with respect to its properties and business
      against loss or damage of the kinds and with respect to liability customarily
      carried or maintained under similar circumstances by corporations of established
      reputation engaged in similar businesses.




(c)  Compliance
      with Laws .
      The
      Company shall comply with the requirements of all applicable laws, rules,
      regulations and orders of any Governmental Authority, noncompliance with which,
      individually or in the aggregate with other non-compliances, could reasonably
      be
      expected to cause a Material Adverse Effect on the Company.




(d)   Use
      of
      Proceeds .
      The
      Company shall use the proceeds from the sale of the Notes for working capital
      purposes.




7




Section
      5.02  **Negative
      Covenants** .
      The
      Company covenants and agrees that, so long as any amount is outstanding under
      any of the Transaction Documents, neither it nor any of its Subsidiaries shall,
      without the written consent of all the Lenders, m ake
      any
      material change in the nature of its business as it exists on the date
      hereof.




**ARTICLE
      VI**




**REPRESENTATIONS
      AND WARRANTIES OF THE LENDERS.**




Each
      of
      the Lenders, severally and not jointly, hereby represent and warrant as to
      itself that:




Section
      6.01  Authorization .
      The
      Transaction Documents constitute valid and legally binding obligations of the
      Lender enforceable in accordance with their terms, except (i) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
      of
      general application affecting enforcement of creditors’ rights generally and
      (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief, or other equitable remedies.




Section
      6.02  Purchase
      Entirely for Own Account .
      The
      Notes to be purchased by the Lender will be acquired for investment for the
      Lender’s own account and not with a view to the resale or distribution of any
      part thereof. The Lender represents that it has full power and authority to
      enter into this Agreement.




Section
      6.03  Accredited
      Investor .
      The
      Lender is an “accredited investor” within the meaning of Rule 501 of
      Regulation D of the Securities and Exchange Commission (the “SEC”), as presently
      in effect.




Section
      6.04  Restricted
      Securities .
      The
      Lender understands that the Note that it is purchasing is characterized as
      “restricted securities” under the federal securities laws inasmuch as they are
      being acquired from the Company in a transaction not involving a public
      offering, and that under such laws and applicable regulations such securities
      may be resold without registration under the Act, only in certain limited
      circumstances. In this connection, the Lender represents that it is familiar
      with SEC Rule 144, as presently in effect, and understands the resale
      limitations imposed thereby and by the Act.




Section
      6.05  Legends .
      It is
      understood that each of the Notes may bear a legend in substantially the
      following form:




“THIS
      PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS PROMISSORY NOTE
      MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
      LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF SUCH ACT AND SUCH LAWS.”




8




**ARTICLE
      VII**




**DEFAULT**




Section
      7.01  **Events
      of Default** .
      If any
      of the following events shall occur and be continuing (any such event shall
      be
      an “ **Event
      of Default** ”):




(a)  The
      Company shall fail to pay the principal of, or any interest on, the Notes or
      any
      other amount payable under any Transaction Document to which it is a party
      within ten (10) business days after such amount becomes due and payable`and
      such
      sum is not paid within fifteen (15) business days after notice of such failure
      to pay is delivered in writing to the Company; or




(b)  Any
      representation or warranty made by the Company under or in connection with
      any
      Transaction Document to which it is a party shall prove to have been incorrect
      in any material respect when made; or




(c)  The
      Company shall fail to perform or observe any other term, covenant or agreement
      contained in any Transaction Document to which it is a party and such failure
      shall continue unremedied for a period of fifteen (15) business days after
      notice of such failure to perform is delivered in writing to the Company;
      or




(d)  The
      Company shall generally not pay its debts as such debts become due, or shall
      admit in writing its inability to pay its debts generally, or either shall
      make
      a general assignment for the benefit of creditors; or any proceeding shall
      be
      instituted by or against the Company seeking to adjudicate the Company as
      bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of the Company
      or
      its debt under any law relating to bankruptcy, insolvency or reorganization
      or
      relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, or other similar official for the Company
      or
      for any substantial part of its property, or seeking a warrant of attachment,
      execution or similar process against any substantial part of its property and,
      in the case of any such proceeding instituted against the Company, either such
      proceeding shall remain undismissed or unstayed for a period of 90 days, or
      any
      of the actions sought in such proceeding (including, without limitation, the
      entry of an order for relief against, or the appointment of a receiver, trustee,
      custodian or other similar official for, or for any substantial part of, the
      Company’s property) shall occur; or the Company shall take corporate action to
      authorize any of the actions set forth above in this subsection (d);
      or




9




(e)  Any
      judgment or order for the payment of money in excess of US$500,000 shall be
      rendered against the Company, and either (i) an enforcement proceeding shall
      have been commenced by any creditor upon such judgment or order or (ii) there
      shall have been a period of 10 consecutive days during which a stay of
      enforcement of such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; or




(f)  Any
      non-monetary judgment or order shall be rendered against the Company that could
      be reasonably likely to have a Material Adverse Effect on the Company, and
      there
      shall be any period of 10 consecutive days during which a stay of enforcement
      or
      such judgment or order, by reason of a pending appeal or otherwise, shall not
      be
      in effect; or




(g)  Any
      provision of any Transaction Document after delivery thereof shall for any
      reason cease to be valid and binding on the Company or the Company shall so
      state in writing.




Section
      7.02  **Remedies** .
      In the
      case of an Event of Default:




(a)  with
      respect to Section 7.01(a) through 7.01(c) and with respect to Sections 7.01(e)
      through (g), the Lenders may, individually with respect to its respective Note,
      or in the aggregate, by notice to the Company, declare the principal amount
      then
      outstanding of, and the accrued interest on, the Notes and all other amounts
      payable by the Company hereunder and under the Notes.




(b)  to be
      forthwith due and payable, whereupon such amounts shall be immediately due
      and
      payable in cash, without presentment, demand, protest or other formalities
      of
      any kind, all of which are hereby expressly waived by the Company; and




(c)  with
      respect to Section 7.01(d), the unpaid principal amount of and accrued interest
      on the Notes and all other amounts payable by the Company hereunder and under
      the Notes shall automatically become immediately due and payable, in cash,
      without presentment, demand, protest or other formalities of any kind, all
      of
      which are hereby expressly waived by the Company .




10




**ARTICLE
      VIII**




**MISCELLANEOUS**




Section
      8.01  **Amendments** .




(a)  No
      amendment, modification, termination or waiver of any provision of this
      Agreement, the Notes or any other Transaction Document, or consent to any
      departure by the Company or the Lenders therefrom, shall in any event be
      effective without the written concurrence of the Company and all of the Lenders
      provided however, each Lender may individually extend the Maturity Date of
      its
      Note in its sole and absolute discretion.




(b)  Any
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which it was given. No notice to or demand on the Company
      in any case shall entitle the Company to any other or further notice or demand
      in similar or other circumstances. Any amendment, modification, termination,
      waiver or consent effected in accordance with this Section 8 time outstanding,
      its assigns and, if signed by the Company, the Company.




Section
      8.02  **Notices** .
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement and the notes will be in writing
      and
      will be deemed to have been given when delivered personally or mailed by
      certified or registered mail, return receipt requested and postage prepaid,
      to
      the recipient. Such notices, defends and other communications will be sent
      to
      the addresses set forth below:




If
      to the
      Lenders, to them at their respective addresses set forth in the signature pages
      hereof:




If
      to the
      Company, to:




Versadial,
      Inc.


305
      Madison Avenue


Suite
      4510


New
      York,
      NY 10165


Attn:
      Mr.
      Geoffrey Donaldson, Chief Executive Officer


Telephone:
      212-986-0886


Fax:
      212-808-0113




With
      a
      copy to (which shall not constitute notice):




Beckman,
      Lieberman, & Barandes, LLP


116
      John
      Street


Suite
      1313


New
      York,
      NY 10038


Attn:
      Robert Barandes, Esq.


Telephone:
      212-608-3500


Fax:
      212-608-9687




11




Section
      8.03  **No
      Waiver; Remedies** .
      No
      failure on the part of the Lenders to exercise, and no delay in exercising,
      any
      right hereunder or under any Transaction Document shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such right preclude
      any
      other or further exercise thereof or the exercise of any other right. The
      remedies herein provided are cumulative and not exclusive of any remedies
      provided by law.




Section
      8.04  **Binding
      Effect** .
      This
      Agreement shall become effective when it shall have been executed by the Company
      and the Lenders and thereafter shall be binding upon and inure to the benefit
      of
      the Company and the Lenders and their respective successors and assigns, except
      that the Company shall not have the right to assign or otherwise transfer all
      or
      any part of its rights or obligations hereunder or any interest herein without
      the prior written consent of the Lender.




Section
      8.07  **Governing
      Law** .
      This
      Agreement and the Notes shall be governed by, and construed in accordance with,
      the laws of the State of New York, without regard to principles of conflicts
      of
      laws.




Section
      8.08  **Execution
      in Counterparts** .
      This
      Agreement may be executed in any number of counterparts and by different parties
      thereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.




Section
      8.09  **Consent
      to Jurisdiction**  The
      Company hereby irrevocably submits to the jurisdiction of any New York State
      or
      federal court sitting in the City of New York, New York, in any action or
      proceeding arising out of or relating to this Agreement or any other Transaction
      Document, and the Company hereby irrevocably agrees that all claims in respect
      of such action or proceeding may be heard and determined in such New York,
      New
      York state court or such federal court. The Company hereby irrevocably waives,
      to the fullest extent it may effectively do so, the defense of an inconvenient
      forum to the maintenance of such action or proceeding. The Company hereby
      irrevocably consents to the service of copies of any summons and complaint
      and
      any other process which may be served in any such action or proceeding by
      certified mail, return receipt requested, or by delivering a copy of such
      process to the Company, at its address specified in Section 8.02 or by any
      other
      method permitted by law. The Company agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or by any other manner provided by
      law. Nothing
      in this Section 8.09 shall affect the right of the Lenders to serve legal
      process in any other manner permitted by law or affect the right of the Lenders
      to bring any action or proceeding against the Company or their property in
      the
      courts of other jurisdictions.




12




Section
      8.10  **Waiver
      Of Jury Trial** .
      EACH OF
      THE COMPANY, AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY
      JURY
      IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
      OR
      OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS,
      ANY
      DOCUMENT DELIVERED UNDER THE TRANSACTION DOCUMENTS, THE NOTES OR THE ACTIONS
      OF
      THE COMPANY AND THE LENDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
      OR
      ENFORCEMENT THEREOF.




Section
      8.11  **Decisions
      and Other Determinations** .
      For all
      purposes of this Agreement, any provision which provides for a decision or
      other
      determination to be made by any party hereto at its option or election, or
      in
      its discretion, shall be made in the sole and absolute discretion of such party,
      which each of the parties hereto hereby acknowledges and confirms may be
      arbitrary.




Section
      8.12  **Interest
      Laws** .
      Notwithstanding any provision to the contrary contained in this Agreement,
      the
      Company shall not be required to pay, and the Lender shall not be permitted
      to
      contract for, take, reserve, charge or receive, any compensation which
      constitutes interest under applicable law in excess of the maximum amount of
      interest permitted by law (“ **Excess
      Interest** ”).
      If
      any Excess Interest is provided for or determined in a final, non-appealable
      judgment by a court of competent jurisdiction to have been provided for in
      this
      Agreement or otherwise contracted for, taken, reserved, charged or received,
      then in such event: (A) the provisions of this Section shall govern and control;
      (B) the Company shall not be obligated to pay any Excess Interest; (C) any
      Excess Interest that the Lenders may have contracted for, taken, reserved,
      charged or received hereunder shall be, at the Lender’s option, (I) applied as a
      credit against the outstanding balance of the Note (not to exceed the maximum
      amount permitted by law), (II) refunded to the payor thereof, or (III) any
      combination of the foregoing; (D) the interest provided for shall be
      automatically reduced to the maximum lawful rate allowed from time to time
      under
      applicable law (the “ **Maximum
      Rate** ”),
      and
      this Agreement shall be deemed to have been, and shall be, reformed and modified
      to reflect such reduction; and (E) the Company shall have no action against
      the
      Lenders due to any Excess Interest. The terms of this Section shall be deemed
      incorporated into the Notes.




Section
      8.13  **Further
      Assurances** .
      To the
      extent permitted by applicable law, the Company shall use its best efforts
      to
      obtain any consent of any Person which may be required in connection with the
      performance or enforcement of any Transaction Document.




13


Company
        Signature Page


IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.




VERSADIAL,
              INC.By:
            /s/
              Geoffrey DonaldsonName:
            Geoffrey
              DonaldsonTitle:
            CEO




14


Lender
          Signature Page


IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.




LENDER:_______________________________________Principal Amount of Note: $ _______________________Date
              of Signature:_______________________________EIN
              #_________________________________________Address:
              ____________________________________________________________________________________________________________________




15