Unassociated Document


    EXHIBIT
      10.12

     

    
      

AMENDMENT

     

    This
      AMENDMENT (this “Amendment”),
      dated
      as of December 31, 2005, is entered into by and between CREATIVE VISTAS, INC.,
      an Arizona corporation (the “Company”), and
      LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”),
      for
      the purpose of amending the terms of (i) the Securities Purchase Agreement,
      dated as of September 30, 2004, by and between the Company and Laurus (as
      amended, modified and/or supplemented from time to time, the “Securities
      Purchase Agreement”),
      (ii)
      the Secured Convertible Term Note, dated September 30, 2004 (as amended,
      modified and/or supplemented from time to time, the “Term
      Note”)
      issued
      by the Company pursuant to the Securities Purchase Agreement and (iii) the
      Registration Rights Agreement by and between the Company and Laurus, dated
      as of
      September 30, 2004 (as amended, modified and/or supplemented from time to time,
      the “Registration
      Rights Agreement”
and,
      together with the Securities Purchase Agreement and the Term Note,
      the “Loan
      Documents”).
      Capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in the Securities Purchase Agreement.

     

    WHEREAS,
      Laurus has agreed to postpone a scheduled principal payment in respect of the
      Term Note and, in consideration therefore and in consideration of the other
      agreements set forth herein, the receipt and sufficiency of which is hereby
      acknowledged, the Company has agreed to issue the Additional Warrant (as defined
      below) to Laurus;

    


    WHEREAS,
      the Company and Laurus have agreed to make certain changes to the Term Note
      and
      the Registration Rights Agreement as set forth herein; and

     

    NOW,
      THEREFORE, in consideration of the above, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.  Laurus
      and the Company hereby agree that the Company shall not be required to pay
      the
      Monthly Principal Amount (as defined in the Term Note) due on the first business
      day of January 1, 2006 (the “Postponed
      Principal”);
      provided that,
      the
      Postponed Principal shall be due and payable in full on the Maturity Date (as
      defined in the Term Note), together with all other amounts due and payable
      on
      such date under the Securities Purchase Agreement and the Related
      Agreements.

     

    2.  In
      consideration of Laurus’ agreements contained in this Amendment, the Company
      hereby agrees to issue to Laurus the Warrant in the form attached hereto as
      Exhibit A (as amended, modified or supplemented from time to time, the
“Additional
      Warrant”)

     

    3.  Laurus
      and the Company hereby agree that the Additional Warrant shall be subject to
      the
      terms and conditions of the Registration Rights Agreement, provided that, (i)
      with respect to the Additional Warrant, the “Filing Date” under and as defined
      in the Registration Rights Agreement shall be a date no later than the earlier
      of (x) thirty (30) days following the date that the initial Registration
      Statement filed by the Company as required by the Registration Rights Agreement
      is declared effective by the Securities and Exchange Commission and (y) March
      31, 2006 and (ii) the term “Warrants” under and as defined in the Registration
      Rights Agreement shall include the Additional Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Each
      amendment set forth herein shall be effective as of the date first above written
      (the “Amendment
      Effective Date”)
      on the
      date when (i) each of the Company and Laurus shall have executed and the Company
      shall have delivered to Laurus its respective counterpart to this Amendment
      and
      (ii) the Company shall have executed and delivered to Laurus the Additional
      Warrant.

    


    


    5.  Except
      as
      specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to the Loan Documents, and all of the other forms,
      terms and provisions of the Loan Documents remain in full force and
      effect.

    


    6.  The
      Company hereby represents and warrants to Laurus that (i) no Event of Default
      (as defined in the Term Note) exists on the date hereof, after giving effect
      to
      this Amendment, (ii) on the date hereof, after giving effect to this Amendment,
      all representations, warranties and covenants made by the Company in connection
      with the Loan Documents are true, correct and complete and (iii) on the date
      hereof, after giving effect to this Amendment, all of the Company’s and its
      Subsidiaries’ covenant requirements have been met.

    


    7.  From
      and
      after the Amendment Effective Date, all references in the Loan Documents and
      in
      the other Related Agreements to the Securities Purchase Agreement, the Term
      Note
      and/or the Registration Rights Agreement shall be deemed to be references to
      the
      Securities Purchase Agreement, the Term Note and/or the Registration Rights
      Agreement, as the case may be, as modified hereby.

    


    8.  This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 

    


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      remainder of this page is intentionally left blank]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      each of
      the Company and Laurus has caused this Amendment to the Loan Documents to be
      signed in its name effective as of this 31st day of December, 2005.

     

    CREATIVE
      VISTAS, INC.

     

    By:  
      /s/
      Heung
      Hung Lee

    
      
        

      

    

    Name:
      Heung Hung Lee

    Title:
      Secretary

     

    LAURUS
      MASTER FUND, LTD.

     

    By:  
      /s/
      David
      Grin

    
      
        

      

    

    Name:
      David Grin

    Title:
      Director

     

     

    
      
        
        

      

      
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      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
        ANY
        STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
        OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
        IN
        THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
        SAID
        ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO CREATIVE VISTAS, INC. THAT SUCH REGISTRATION IS NOT
        REQUIRED.

       

      Right
        to
        Purchase 100,000 Shares of Common Stock of

       

      Creative
        Vistas, Inc. 

       

      (subject
        to adjustment as provided herein)

       

      COMMON
        STOCK PURCHASE WARRANT

       

      
        	
                No.
                  _________________

              	
                Issue
                  Date: December 31, 2005

              


      

      


      CREATIVE
        VISTAS, INC., a corporation organized under the laws of the State of Arizona
        (“CVAS”), hereby certifies that, for value received, LAURUS MASTER FUND, LTD.,
        or assigns (the "Holder"), is entitled, subject to the terms set forth below,
        to
        purchase from the Company (as defined herein) from and after the Issue Date
        of
        this Warrant and at any time or from time to time before 5:00 p.m., New York
        time, through the close of business December 31, 2012 (the "Expiration Date"),
        up to 100,000 fully paid and nonassessable shares of Common Stock (as
        hereinafter defined), no par value per share, at the applicable Exercise
        Price
        per share (as defined below). The number and character of such shares of
        Common
        Stock and the applicable Exercise Price per share are subject to adjustment
        as
        provided herein.

       

      As
        used
        herein the following terms, unless the context otherwise requires, have the
        following respective meanings: 

       

      (a) The
        term
        "Company" shall include CVAS and any corporation which shall succeed, or
        assume
        the obligations of, CVAS hereunder. 

       

      (b) The
        term
        "Common Stock" includes (i) the Company's Common Stock, par value $0.01 per
        share; and (ii) any other securities into which or for which any of the
        securities described in (i) may be converted or exchanged pursuant to a plan
        of
        recapitalization, reorganization, merger, sale of assets or
        otherwise.

       

      (c) The
        term
        "Other Securities" refers to any stock (other than Common Stock) and other
        securities of the Company or any other person (corporate or otherwise) which
        the
        holder of the Warrant at any time shall be entitled to receive, or shall
        have
        received, on the exercise of the Warrant, in lieu of or in addition to Common
        Stock, or which at any time shall be issuable or shall have been issued in
        exchange for or in replacement of Common Stock or Other Securities pursuant
        to
        Section 4 or otherwise. 

       

      (d) The
        "Exercise Price" applicable under this Warrant shall be a price per share
        of
        Common Stock of $0.80.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.  Exercise
        of Warrant.
        

       

      1.1  Number
        of Shares Issuable upon Exercise.
        From
        and after the date hereof through and including the Expiration Date, the
        Holder
        shall be entitled to receive, upon exercise of this Warrant in whole or in
        part,
        by delivery of an original or fax copy of an exercise notice in the form
        attached hereto as Exhibit A (the "Exercise Notice"), shares of Common Stock
        of
        the Company, subject to adjustment pursuant to Section 4.

       

      1.2  Fair
        Market Value.
        For
        purposes hereof, the "Fair Market Value" of a share of Common Stock as of
        a
        particular date (the "Determination Date") shall mean: 

       

      (a)  If
        the
        Company's Common Stock is traded on the American Stock Exchange or another
        national exchange or is quoted on the National or SmallCap Market of The
        Nasdaq
        Stock Market, Inc. ("Nasdaq"), then the closing or last sale price,
        respectively, reported for the last business day immediately preceding the
        Determination Date.

       

      (b)  If
        the
        Company's Common Stock is not traded on the American Stock Exchange or another
        national exchange or on the Nasdaq but is traded on the NASD OTC Bulletin
        Board
        or is listed on the “pink sheets”, then the mean of the average of the closing
        bid and asked prices reported for the last business day immediately preceding
        the Determination Date.

       

      (c)  Except
        as
        provided in clause (d) below, if the Company's Common Stock is not publicly
        traded, then as the Holder and the Company agree or in the absence of agreement
        by arbitration in accordance with the rules then in effect of the American
        Arbitration Association, before a single arbitrator to be chosen from a panel
        of
        persons qualified by education and training to pass on the matter to be
        decided.

       

      (d)  If
        the
        Determination Date is the date of a liquidation, dissolution or winding up,
        or
        any event deemed to be a liquidation, dissolution or winding up pursuant
        to the
        Company's charter, then all amounts to be payable per share to holders of
        the
        Common Stock pursuant to the charter in the event of such liquidation,
        dissolution or winding up, plus all other amounts to be payable per share
        in
        respect of the Common Stock in liquidation under the charter, assuming for
        the
        purposes of this clause (d) that all of the shares of Common Stock then issuable
        upon exercise of the Warrant are outstanding at the Determination
        Date.

       

      1.3  Company
        Acknowledgment.
        The
        Company will, at the time of a partial exercise of the Warrant, upon the
        request
        of the holder hereof acknowledge in writing its continuing obligation to
        afford
        to such holder any rights to which such holder shall continue to be entitled
        after such exercise in accordance with the provisions of this Warrant. If
        the
        holder shall fail to make any such request, such failure shall not affect
        the
        continuing obligation of the Company to afford to such holder any such
        rights.

       

      
        
          
          

        

        
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      1.4  Trustee
        for Warrant Holders.
        In the
        event that a bank or trust company shall have been appointed as trustee for
        the
        holders of the Warrant pursuant to Subsection 3.2, such bank or trust company
        shall have all the powers and duties of a warrant agent (as hereinafter
        described) and shall accept, in its own name for the account of the Company
        or
        such successor person as may be entitled thereto, all amounts otherwise payable
        to the Company or such successor, as the case may be, on exercise of this
        Warrant pursuant to this Section 1.

       

      2.  Procedure
        for Exercise.

       

      2.1  Delivery
        of Stock Certificates, Etc., on Exercise.
        The
        Company agrees that the shares of Common Stock purchased upon exercise of
        this
        Warrant shall be deemed to be issued to the Holder as the record owner of
        such
        shares as of the close of business on the date on which this Warrant shall
        have
        been surrendered and payment made for such shares in accordance herewith.
        As
        soon as practicable after the exercise of this Warrant in full or in part,
        and
        in any event within three (3) business days thereafter, the Company at its
        expense (including the payment by it of any applicable issue taxes) will
        cause
        to be issued in the name of and delivered to the Holder, or as such Holder
        (upon
        payment by such Holder of any applicable transfer taxes) may direct in
        compliance with applicable securities laws, a certificate or certificates
        for
        the number of duly and validly issued, fully paid and nonassessable shares
        of
        Common Stock (or Other Securities) to which such Holder shall be entitled
        on
        such exercise, plus, in lieu of any fractional share to which such holder
        would
        otherwise be entitled, cash equal to such fraction multiplied by the then
        Fair
        Market Value of one full share, together with any other stock or other
        securities and property (including cash, where applicable) to which such
        Holder
        is entitled upon such exercise pursuant to Section 1 or otherwise.

       

      2.2  Exercise.
        Payment
        may be made either (i) in cash or by certified or official bank check payable
        to
        the order of the Company equal to the applicable aggregate Exercise Price,
        (ii)
        if there is not an effective registration statement covering the resale of
        the
        shares of Common Stock underlying this Warrant, by delivery of the Warrant,
        or
        shares of Common Stock and/or Common Stock receivable upon exercise of the
        Warrant in accordance with the immediately following sentence and the formula
        contained therein, or (iii) by a combination of any of the foregoing methods,
        for the number of shares of Common Stock specified in such Exercise Notice
        (as
        such exercise number shall be adjusted to reflect any adjustment in the total
        number of shares of Common Stock issuable to the Holder per the terms of
        this
        Warrant) and the Holder shall thereupon be entitled to receive the number
        of
        duly authorized, validly issued, fully-paid and non-assessable shares of
        Common
        Stock (or Other Securities) determined as provided herein. Notwithstanding
        any
        provisions herein to the contrary, if the Fair Market Value of one share
        of
        Common Stock is greater than the Exercise Price (at the date of calculation
        as
        set forth below), in lieu of exercising this Warrant for cash, the Holder
        may
        elect to receive shares equal to the value (as determined below) of this
        Warrant
        (or the portion thereof being exercised) by surrender of this Warrant at
        the
        principal office of the Company together with the properly endorsed Exercise
        Notice in which event the Company shall issue to the Holder a number of shares
        of Common Stock computed using the following formula:

       

      
        	
                X=Y

              	
                (A-B)

              
	 	
                A

              


      

       

      
        
          
          

        

        
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      Where
        X
        = the
        number of shares of Common Stock to be issued to the Holder

       

      
        	
              	Y
                =	
                the
                  number of shares of Common Stock purchasable under the Warrant
                  or, if only
                  a portion of the Warrant is being exercised, the portion of the
                  Warrant
                  being exercised (at the date of such
                  calculation)

              


      

       

      
        	
              	A
                =	
                the
                  Fair Market Value of one share of the Company's Common Stock (at
                  the date
                  of such calculation)

              


      

       

      
        	
              	B
                =	
                Exercise
                  Price (as adjusted to the date of such
                  calculation)

              


      

       

      3.  Effect
        of Reorganization, Etc.; Adjustment of Exercise Price.

       

      3.1  Reorganization,
        Consolidation, Merger, Etc.
        In case
        at any time or from time to time, the Company shall (a) effect a reorganization,
        (b) consolidate with or merge into any other person, or (c) transfer all
        or
        substantially all of its properties or assets to any other person under any
        plan
        or arrangement contemplating the dissolution of the Company, then, in each
        such
        case, as a condition to the consummation of such a transaction, proper and
        adequate provision shall be made by the Company whereby the Holder of this
        Warrant, on the exercise hereof as provided in Section 1 at any time after
        the
        consummation of such reorganization, consolidation or merger or the effective
        date of such dissolution, as the case may be, shall receive, in lieu of the
        Common Stock (or Other Securities) issuable on such exercise prior to such
        consummation or such effective date, the stock and other securities and property
        (including cash) to which such Holder would have been entitled upon such
        consummation or in connection with such dissolution, as the case may be,
        if such
        Holder had so exercised this Warrant, immediately prior thereto, all subject
        to
        further adjustment thereafter as provided in Section 4.

       

      3.2  Dissolution.
        In the
        event of any dissolution of the Company following the transfer of all or
        substantially all of its properties or assets, the Company, concurrently
        with
        any distributions made to holders of its Common Stock, shall at its expense
        deliver or cause to be delivered to the Holder the stock and other securities
        and property (including cash, where applicable) receivable by the Holder
        of the
        Warrant pursuant to Section 3.1, or, if the Holder shall so instruct the
        Company, to a bank or trust company specified by the Holder and having its
        principal office in New York, NY as trustee for the Holder of the
        Warrant.

       

      3.3  Continuation
        of Terms.
        Upon
        any reorganization, consolidation, merger or transfer (and any dissolution
        following any transfer) referred to in this Section 3, this Warrant shall
        continue in full force and effect and the terms hereof shall be applicable
        to
        the shares of stock and other securities and property receivable on the exercise
        of this Warrant after the consummation of such reorganization, consolidation
        or
        merger or the effective date of dissolution following any such transfer,
        as the
        case may be, and shall be binding upon the issuer of any such stock or other
        securities, including, in the case of any such transfer, the person acquiring
        all or substantially all of the properties or assets of the Company, whether
        or
        not such person shall have expressly assumed the terms of this Warrant as
        provided in Section 4. In the event this Warrant does not continue in full
        force
        and effect after the consummation of the transactions described in this Section
        3, then the Company's securities and property (including cash, where applicable)
        receivable by the Holders of the Warrant will be delivered to Holder or the
        Trustee as contemplated by Section 3.2.

       

      
        
          
          

        

        
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      4.  (a)
        Extraordinary Events Regarding Common Stock.
        In the
        event that the Company shall (a) issue additional shares of the Common Stock
        as
        a dividend or other distribution on outstanding Common Stock, (b) subdivide
        its
        outstanding shares of Common Stock, or (c) combine its outstanding shares
        of the
        Common Stock into a smaller number of shares of the Common Stock, then, in
        each
        such event, the Exercise Price shall, simultaneously with the happening of
        such
        event, be adjusted by multiplying the then Exercise Price by a fraction,
        the
        numerator of which shall be the number of shares of Common Stock outstanding
        immediately prior to such event and the denominator of which shall be the
        number
        of shares of Common Stock outstanding immediately after such event, and the
        product so obtained shall thereafter be the Exercise Price then in effect.
        The
        Exercise Price, as so adjusted, shall be readjusted in the same manner upon
        the
        happening of any successive event or events described herein in this Section
        4.
        The number of shares of Common Stock that the holder of this Warrant shall
        thereafter, on the exercise hereof as provided in Section 1, be entitled
        to
        receive shall be increased to a number determined by multiplying the number
        of
        shares of Common Stock that would otherwise (but for the provisions of this
        Section 4) be issuable on such exercise by a fraction of which (a) the numerator
        is the Exercise Price that would otherwise (but for the provisions of this
        Section 4) be in effect, and (b) the denominator is the Exercise Price in
        effect
        on the date of such exercise.

       

      (b)  Share
        Issuances.
        If the
        Company shall at any time prior to the exercise in full of this Warrant issue
        any shares of Common Stock or securities convertible into Common Stock to
        a
        person other than the Holder (except (i) pursuant to subsection 4(a) above;
        (ii)
        pursuant to options, warrants or other obligations to issue shares outstanding
        on the date hereof as disclosed to Holder in writing; (iii) pursuant to options
        that may be issued under any employee incentive stock option and/or any
        qualified stock option plan adopted by the Company; (iv) pursuant to securities
        issued to the original Holder on the date hereof; or (v) pursuant to securities
        issued in connection with acquisitions or strategic transactions the primary
        purpose of which is not raising capital, so long as, in the case of this
        clause
        (v), such shares of Common Stock so issued (or securities convertible into
        Common Stock so issued) are restricted and do not become freely or publicly
        traded in any respect prior to the two year anniversary of the issuance thereof)
        for a consideration per share (the "Offer Price") less than any Exercise
        Price
        in effect at the time of such issuance, then such Exercise Price shall be
        adjusted by multiplying the Exercise Price in effect immediately prior to
        such
        record date by a fraction, of which the denominator shall be the number of
        shares of the Common Stock (excluding treasury shares, if any) issued and
        outstanding on the date of issuance of such rights or warrants plus the number
        of additional shares of Common Stock offered for subscription or purchase,
        and
        of which the numerator shall be the number of shares of the Common Stock
        (excluding treasury shares, if any) issued and outstanding on the date of
        issuance of such rights or warrants plus the number of shares which the
        aggregate offering price of the total number of shares so offered would purchase
        at the Exercise Price on the record date. For purposes hereof, the issuance
        of
        any security of the Borrower convertible into or exercisable or exchangeable
        for
        Common Stock shall result in an adjustment to the applicable Exercise Price
        at
        the time of issuance of such securities.

       

      
        
          
          

        

        
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      5.  Certificate
        as to Adjustments.
        In each
        case of any adjustment or readjustment in the shares of Common Stock (or
        Other
        Securities) issuable on the exercise of the Warrant, the Company at its expense
        will promptly cause its Chief Financial Officer or other appropriate designee
        to
        compute such adjustment or readjustment in accordance with the terms of the
        Warrant and prepare a certificate setting forth such adjustment or readjustment
        and showing in detail the facts upon which such adjustment or readjustment
        is
        based, including a statement of (a) the consideration received or receivable
        by
        the Company for any additional shares of Common Stock (or Other Securities)
        issued or sold or deemed to have been issued or sold, (b) the number of shares
        of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
        and (c) the Exercise Price and the number of shares of Common Stock to be
        received upon exercise of this Warrant, in effect immediately prior to such
        adjustment or readjustment and as adjusted or readjusted as provided in this
        Warrant. The Company will forthwith mail a copy of each such certificate
        to the
        holder of the Warrant and any Warrant agent of the Company (appointed pursuant
        to Section 11 hereof).

       

      6.  Reservation
        of Stock, Etc., Issuable on Exercise of Warrant.
        The
        Company will at all times reserve and keep available, solely for issuance
        and
        delivery on the exercise of the Warrant, shares of Common Stock (or Other
        Securities) from time to time issuable on the exercise of the
        Warrant.

       

      7.  Assignment;
        Exchange of Warrant.
        Subject
        to compliance with applicable securities laws, this Warrant, and the rights
        evidenced hereby, may be transferred by any registered holder hereof (a
        "Transferor") in whole or in part. On the surrender for exchange of this
        Warrant, with the Transferor's endorsement in the form of Exhibit B attached
        hereto (the "Transferor Endorsement Form") and together with evidence reasonably
        satisfactory to the Company demonstrating compliance with applicable securities
        laws, which shall include, without limitation, a legal opinion from the
        Transferor's or company counsel that such transfer is exempt from the
        registration requirements of applicable securities laws, the Company at its
        expense but with payment by the Transferor of any applicable transfer taxes)
        will issue and deliver to or on the order of the Transferor thereof a new
        Warrant of like tenor, in the name of the Transferor and/or the transferee(s)
        specified in such Transferor Endorsement Form (each a "Transferee"), calling
        in
        the aggregate on the face or faces thereof for the number of shares of Common
        Stock called for on the face or faces of the Warrant so surrendered by the
        Transferor.

       

      8.  Replacement
        of Warrant.
        On
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant and, in the case of any such loss,
        theft or destruction of this Warrant, on delivery of an indemnity agreement
        or
        security reasonably satisfactory in form and amount to the Company or, in
        the
        case of any such mutilation, on surrender and cancellation of this Warrant,
        the
        Company at its expense will execute and deliver, in lieu thereof, a new Warrant
        of like tenor.

       

      9.  Registration
        Rights.
        The
        Holder of this Warrant has been granted certain registration rights by the
        Company. These registration rights are set forth in a Registration Rights
        Agreement entered into by the Company and Purchaser dated as of September
        30,
        2004, as amended, modified or supplemented from time to time.

       

      
        
          
          

        

        
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      10.  Maximum
        Exercise.
        Notwithstanding anything contained herein to the contrary, the Holder shall
        not
        be entitled to convert, or be required to receive pursuant to the terms of
        this
        Warrant, an amount that would be convertible into that number of shares of
        Common Stock which, when added to the number of shares of Common Stock otherwise
        beneficially owned by such Holder including those issuable upon exercise
        of
        warrants held by such Holder would exceed 4.99% of the outstanding shares
        of
        Common Stock of the Company at the time of conversion. For the purposes of
        the
        immediately preceding sentence, beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
        thereunder. The conversion limitation described in this Section 3.2 shall
        automatically become null and void without any notice to the Company upon
        the
        occurrence and during the continuance beyond any applicable grace period
        of an
        Event of Default under and as defined in that certain Secured Convertible
        Term
        Note, dated September 30, 2004 issued by the Company to the Holder, as amended,
        modified or supplemented from time to time, or upon 75 days prior notice
        to the
        Company.

       

      11.  Warrant
        Agent.
        The
        Company may, by written notice to the each Holder of the Warrant, appoint
        an
        agent for the purpose of issuing Common Stock (or Other Securities) on the
        exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
        to Section 7, and replacing this Warrant pursuant to Section 8, or any of
        the
        foregoing, and thereafter any such issuance, exchange or replacement, as
        the
        case may be, shall be made at such office by such agent.

       

      12.  Transfer
        on the Company's Books.
        Until
        this Warrant is transferred on the books of the Company, the Company may
        treat
        the registered holder hereof as the absolute owner hereof for all purposes,
        notwithstanding any notice to the contrary.

       

      13.  Notices,
        Etc.
        All
        notices and other communications from the Company to the Holder of this Warrant
        shall be mailed by first class registered or certified mail, postage prepaid,
        at
        such address as may have been furnished to the Company in writing by such
        Holder
        or, until any such Holder furnishes to the Company an address, then to, and
        at
        the address of, the last Holder of this Warrant who has so furnished an address
        to the Company.

       

      14.  Miscellaneous.
        This
        Warrant and any term hereof may be changed, waived, discharged or terminated
        only by an instrument in writing signed by the party against which enforcement
        of such change, waiver, discharge or termination is sought. This Warrant
        shall
        be governed by and construed in accordance with the laws of State of New
        York
        without regard to principles of conflicts of laws. Any action brought concerning
        the transactions contemplated by this Warrant shall be brought only in the
        state
        courts of New York or in the federal courts located in the state of New York;
        provided, however, that the Holder may choose to waive this provision and
        bring
        an action outside the state of New York. The Company agrees to submit to
        the
        jurisdiction of such courts and waive trial by jury. The prevailing party
        shall
        be entitled to recover from the other party its reasonable attorney's fees
        and
        costs. In the event that any provision of this Warrant is invalid or
        unenforceable under any applicable statute or rule of law, then such provision
        shall be deemed inoperative to the extent that it may conflict therewith
        and
        shall be deemed modified to conform with such statute or rule of law. Any
        such
        provision which may prove invalid or unenforceable under any law shall not
        affect the validity or enforceability of any other provision of this Warrant.
        The headings in this Warrant are for purposes of reference only, and shall
        not
        limit or otherwise affect any of the terms hereof. The invalidity or
        unenforceability of any provision hereof shall in no way affect the validity
        or
        enforceability of any other provision. The Company acknowledges that legal
        counsel participated in the preparation of this Warrant and, therefore,
        stipulates that the rule of construction that ambiguities are to be resolved
        against the drafting party shall not be applied in the interpretation of
        this
        Warrant to favor any party against the other party.

       

      [BALANCE
        OF PAGE INTENTIONALLY LEFT BLANK;

      SIGNATURE
        PAGE FOLLOWS.]

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Company has executed this Warrant as of the date first
        written above. 

       

      
        	 	 	
                CREATIVE
                  VISTAS, INC.

              
	 	 	 
	
                WITNESS:

              	 	 
	 	 	
                By:

              	/s/
                Heung Hung Lee
	 	 	
                Name:

              	Heung
                Hung Lee   
	   
	 	
                Title:

              	Secretary 


      

      


      


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      FORM
        OF SUBSCRIPTION

      (To
        Be
        Signed Only On Exercise Of Warrant)

       

      


      TO: Creative
        Vistas, Inc. 

       

      


      


      Attention: Chief
        Financial Officer

      


      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (No.____), hereby irrevocably elects to purchase (check applicable
        box):

       

      
        	   
	 	
                ________
                  shares of the Common Stock covered by such Warrant; or

              
	 	 	 
	   
	 	
                the
                  maximum number of shares of Common Stock covered by such Warrant
                  pursuant
                  to the cashless exercise procedure set forth in Section
                  2.

              
	 


      

      


      The
        undersigned herewith makes payment of the full Exercise Price for such shares
        at
        the price per share provided for in such Warrant, which is $___________.
        Such
        payment takes the form of (check applicable box or boxes):

       

      
        	   
	 	
                $__________
                  in lawful money of the United States; and/or

              
	 	 	 
	   
	 	
                the
                  cancellation of such portion of the attached Warrant as is exercisable
                  for
                  a total of _______ shares of Common Stock (using a Fair Market
                  Value of
                  $_______ per share for purposes of this calculation);
                  and/or

              
	 
	 	 	 
	   
	 	
                the
                  cancellation of such number of shares of Common Stock as is necessary,
                  in
                  accordance with the formula set forth in Section 2.2, to exercise
                  this
                  Warrant with respect to the maximum number of shares of Common
                  Stock
                  purchasable pursuant to the cashless exercise procedure set forth
                  in
                  Section 2.

              
	 
	 


      

      


      The
        undersigned requests that the certificates for such shares be issued in the
        name
        of, and delivered to ______________________________________________ whose
        address is
        ___________________________________________________________________________.

       

      The
        undersigned represents and warrants that all offers and sales by the undersigned
        of the securities issuable upon exercise of the within Warrant shall be made
        pursuant to registration of the Common Stock under the Securities Act of
        1933,
        as amended (the "Securities Act") or pursuant to an exemption from registration
        under the Securities Act.

       

      
        	
                Dated:

              	   
	 	   

	 	 	
                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

              
	 	 	 
	 	 	
                Address:

              	   

	 	 	 	   



      

       

      
 

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

       

      FORM
        OF TRANSFEROR ENDORSEMENT

      (To
        Be
        Signed Only On Transfer Of Warrant)

       

      For
        value
        received, the undersigned hereby sells, assigns, and transfers unto the
        person(s) named below under the heading "Transferees" the right represented
        by
        the within Warrant to purchase the percentage and number of shares of Common
        Stock of Creative Vistas, Inc. into which the within Warrant relates specified
        under the headings "Percentage Transferred" and "Number Transferred,"
        respectively, opposite the name(s) of such person(s) and appoints each such
        person Attorney to transfer its respective right on the books of Creative
        Vistas, Inc. with full power of substitution in the premises.

       

      
        	
                 

                Transferees

              	 	
                 

                Address

              	 	
                Percentage

                Transferred

              	 	
                Number

                Transferred

              
	
                 

              	 	 	 	 	 	 
	   
	 	   
	 	   
	 	   

	 	 	 	 	 	 	 
	   
	 	   
	 	   
	 	   

	 	 	 	 	 	 	 
	   
	 	   
	 	   
	 	   

	 	 	 	 	 	 	 
	   
	 	   
	 	   
	 	   



      

      


      


      
        	
                Dated:

              	    
	 	 
	 	 	
                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

              
	 	 	 
	 	 	
                Address:

              	   

	 	 	 	   



      

      


      


      
        	
                 

              	
                SIGNED
                  IN THE PRESENCE OF:

              
	 	 
	 	   

	 	
                (Name)

              
	
                ACCEPTED
                  AND AGREED:

              	 
	
                [TRANSFEREE]

              	 
	 	 
	 	 
	    
	 
	
                (Name)

              	 


      

      


      
        
          
          

        

        B-1