Debt Conversion Agreement


    
      

    

    Exhibit 10.18

     

     

    
 

    WARRANT
      AMENDMENT AGREEMENT

    


    This
      Warrant Amendment Agreement (the “Agreement”)
      is
      made and entered into as of January 15, 2007 (the “Effective
      Date”),
      by
      and between Data
      Call Technologies, Inc.,
      a
      Nevada corporation (“Data
      Call”)
      and
Everett
      Poe,
      the Vice
      President of Sales for Data Call (“Poe”),
      each
      individually a “Party”
and
      collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS,
      Data
      Call previously granted Poe certain warrants effective June 1, 2006, in
      connection with Poe’s entry into an Executive Employment Agreement with Data
      Call, which Warrant Agreement is attached hereto as Exhibit
      A
      (the
“Warrant”), which Warrant contained provisions whereby the transfer of the
      Warrant was prohibited by Poe;

    


    WHEREAS,
      certain
      events have occurred which require that the Warrant be transferable by Poe,
      and
      the Parties now desire to amend the terms of the Warrant to allow for such
      transfer.

     

    NOW,
      THEREFORE,
      in
      consideration for the promises and pledges contained below and other good and
      valuable consideration, which consideration Data Call and Poe acknowledge
      receipt of, and the premises and the mutual covenants, agreements, and
      considerations herein contained, the Parties hereto agree as
      follows:

    


    1. Amendment
      of the Warrant.

    


    
      	 	
              (a)

            	
              The
                Parties hereby amend and replace Section 2(a) of the Warrant with
                the
                following language:

            


    

    


    “Transferability
      of Warrant.
      You
      agree that the Warrant is being acquired as an investment and not with a view
      to
      distribution thereof and that the Warrant may not be transferred, sold, assigned
      or hypothecated except as provided herein. You further acknowledge that the
      Warrant may not be transferred, sold, assigned or hypothecated unless pursuant
      to a registration statement that has become effective under the Securities
      Act
      of 1933, as amended (the “Act”), setting forth the terms of such offering and
      other pertinent data with respect thereto, or unless you have provided the
      Company with an acceptable opinion from acceptable counsel that such
      registration is not required. Certificates representing the Warrant shall bear
      an appropriate legend. Notwithstanding the foregoing, any request to transfer
      the Warrant must be accompanied by the Form of Assignment and Transfer attached
      hereto as Schedule 5 executed by the Warrant Holder.”

    


    


    


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                (b)

            	
              The
                Parties also hereby amend the Warrant to amend and replace Schedules
                1-3,
                with Schedule 1 attached hereto,, to rename Schedule 4 as previously
                attached to the Warrant as Schedule 2, as attached hereto, and to
                include
                a Schedule 3, “Form of Assignment and Transfer” as set forth hereto as
                Exhibit
                B
                (the “Schedules”).

            


    

    


    
      	 	
                                  
                 (c)

            	
                             
                The Parties also hereby amend and replace Section 3 of the Warrant
                with
                the following language:

            


    

     

    3. Vesting
      of Warrant.

     

             

      

        
          	
                     (a)

                	
                   The
                    aggregate of 500,000 Warrants granted to Holder pursuant to this
                    Warrant
                    shall vest immediately on January 15, 2007, the “Vesting Date,” , which
                    Warrants are to be evidenced by Schedule 1, attached
                    hereto.”

                


        

      



    
      	 	
               
                (d)

            	
                           
                The Parties hereby amend and replace Section 4(d) of the Warrant
                in its
                entirety, with the following revised Section
                4(d):

            


    

     

                  
      (d)                      
Payment
      of Purchase Price.
      The
      Purchase Price may be made by any of the following or a combination thereof,
      at
      the election of the Warrant Holder: 

    


    (i)      In
      cash; by wire transfer; by certified or cashier’s check, or money order;
      or

    


    (ii)     By
      delivery to the Company of an exercise notice that requests the Company to
      issue
      to the Warrant Holder the full number of shares as to
      which the Warrant is then exercisable, less the number of shares that
      have an aggregate Fair Market Value, as determined by the Board in its
      sole discretion at the time of exercise, equal to the aggregate
      purchase price of the shares to which such exercise relates. (This method
      of exercise allows the Warrant Holder to use a portion of the shares issuable
      at
      the time of exercise as payment for the shares to which the Warrant relates
      and is often referred to as a "cashless exercise." For example, if the Warrant
      Holder elects to exercise 1,000 shares at an exercise price of $0.25 and the
      current Fair Market Value of the shares on the date of exercise is $1.00,
      the Warrant Holder can use 250 of the 1,000 shares at $1.00 per share to
      pay for the exercise of the entire Warrant (250 x $1.00 = $250.00) and
      receive only the remaining 750 shares).

    


    For
      purposes of this section, "Fair Market Value” shall be defined as the average
      closing price of the Common Stock (if actual sales price information on any
      trading day is not available, the closing bid price shall be used) for the
      five
      trading days prior to the date of exercise of this Warrant (the “Average Closing
      Bid Price”), as reported by the National Association of Securities Dealers
      Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on
      NASDAQ, the Average Closing Bid Price in the over-the-counter market; provided,
      however, that if the Common Stock is listed on a stock exchange, the Fair Market
      Value shall be the Average Closing Bid Price on such exchange; and, provided
      further, that if the Common Stock is not quoted or listed by any organization,
      the fair value of the Common Stock, as determined by the Board of Directors
      of
      the Company, whose determination shall be conclusive, shall be used).  In
      no event shall the Fair Market Value of any share of Common Stock be less than
      its par value.”

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2. Miscellaneous.

    


    
      	 	 	
              (a)

            	
              Assignment.
                All of the terms, provisions and conditions of this Agreement shall be
                binding upon and shall inure to the benefit of and be enforceable
                by the
                Parties hereto and their respective successors and permitted assigns.
                

            


    

    


    
      	 	
                             
                (b)

            	
              Applicable
                Law.
                This Agreement shall be construed in accordance with and governed
                by the
                laws of the State of New York, excluding any provision of this Agreement
                which would require the use of the laws of any other
                jurisdiction.

            


    

    


    
      	 	 	
              (c)

            	
              Entire
                Agreement, Amendments and Waivers.
                This Agreement constitutes the entire agreement of the Parties hereto
                and
                expressly supersedes all prior and contemporaneous understandings
                and
                commitments, whether written or oral, with respect to the subject
                matter
                hereof, other than the Prior Waivers and First Amendment, which shall
                remain in effect and be fully enforceable against the Parties. No
                variations, modifications, changes or extensions of this Agreement
                or any
                other terms hereof shall be binding upon any Party hereto unless
                set forth
                in a document duly executed by such Party or an authorized agent
                or such
                Party. 

            


    

    


    
      	 	 	
              (d)
                

            	
              Waiver.
                No
                failure on the part of any Party to enforce any provisions of this
                Agreement will act as a waiver of the right to enforce that
                provision.

            


    

    


    
      	 	 	
              (e)

            	
              Section
                Headings.
                Section headings are for convenience only and shall not define or
                limit
                the provisions of this Agreement.

            


    

    


    
      	 	 	
              (f)

            	
              Effect
                of Facsimile and Photocopied Signatures.
                This Agreement may be executed in several counterparts, each of which
                is
                an original. It shall not be necessary in making proof of this Agreement
                or any counterpart hereof to produce or account for any of the other
                counterparts. A copy of this Agreement signed by one Party and faxed
                to
                another Party shall be deemed to have been executed and delivered
                by the
                signing Party as though an original. A photocopy of this Agreement
                shall
                be effective as an original for all
                purposes.

            


    

    


    


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      This
      Warrant Amendment Agreement has been executed by the Parties on the date first
      written above, with an Effective Date as provided above.

    


    


    Data
      Call Technologies, Inc.

    


    


    /s/
      James Ammons

    James
      Ammons

    Chief
      Executive Officer

    


    


    /s/
      Everett Poe

    Everett
      Poe

     

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE 1

    


     

    WARRANT

     

    


    THIS
      WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
      REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN
      RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4
      OF
      SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES
      LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS WARRANT MAY NOT
      BE
      EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT
      OR
      AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE ACQUIRED
      FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT
      NOR
      THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
      OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR
      AN
      AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS
      WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE ACT.

    


     

    To
      Purchase 500,000 Shares

    of
      Common
      Stock

    DATA
      CALL TECHNOLOGIES, INC.

    


    


    This
      certifies that, for value received, the hereafter named registered owner is
      entitled, subject to the terms and conditions of this Warrant, until the
      expiration date, to purchase the number of shares (the “Shares”) set forth above
      of the common stock (“Common Stock”), of DATA CALL TECHNOLOGIES, INC. (the
“Company”) from the Company at the purchase price per share hereafter set forth
      below, on delivery of this Warrant to the Company with the exercise form duly
      executed and payment of the purchase price (in cash or by certified or bank
      cashier’s check payable to the order of the Company) for each Share purchased.
      This Warrant is subject to the terms of the Warrant Agreement between the
      parties thereto dated as of June 1, 2006, and amended as of January 15, 2007,
      the terms of which are hereby incorporated herein. Reference is hereby made
      to
      such Warrant Agreement for a further statement of the rights of the holder
      of
      this Warrant, including, but not limited to the vesting dates of this Warrant
      described in Section 3 of the Warrant Agreement and the expiration dates of
      this
      Warrant as described in Section 4 of the Warrant Agreement.

    


    Registered
      Owner: Everett
      Poe    Date:
      January
      15, 2007 

    


    Purchase
      Price

    Per
      Share:  US
      $0.10

    


    Expiration
      Date: Subject
      to Section 4(a) of the Warrant Agreement, January 15, 2010, 5:00 p.m. Central
      Standard Time.

    


    WITNESS
      the signature of the Company’s authorized officer:

    


    DATA
      CALL TECHNOLOGIES, INC.

    


    


    


    By
/s/
      James Ammons

    James
      Ammons, Chief Executive Officer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

         

      

    

     

     

    Exhibit
      B

    
 

     SCHEDULE
      2

     

    
 

     

    FORM
      OF SUBSCRIPTION

     

    (To
      be
      signed only upon exercise of Warrant)

    


    


    To
      DATA
      CALL TECHNOLOGIES, INC.:

    


    The
      undersigned, the holder of the enclosed Warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder,___________ *
      shares
      of Common Stock of DATA CALL TECHNOLOGIES, INC. and herewith makes payment
      of US
      $_______________ therefore, and requests that the certificate or certificates
      for such shares be issued in the name of and delivered to the
      undersigned.

    


    The
      undersigned hereby certifies that the undersigned is not a U.S. person and
      the
      warrant is not being exercised on behalf of a U.S. person, or, if applicable,
      the undersigned has attached an opinion of counsel to the effect that the
      warrant and the securities to be delivered upon exercise thereof have been
      registered under the Securities Act of 1933, as amended or are exempt from
      registration thereunder.

    


    Dated:______________

    


    


    ____________________________________________

    (Signature
      must conform in all respects to name of holder

    as
      specified on the face of the enclosed Warrant)

    


    


    ____________________________________________

    (Address)

    


    


    


    


    


    


    


    


    


    


    


    ___________________________

    


    
      	
              (*)

            	
              Insert
                here the number of shares called for on the face of the Warrant or,
                in the
                case of a partial exercise, the portion thereof as to which the Warrant
                is
                being exercised, in either case without making any adjustment for
                additional Common Stock or any other stock or other securities or
                property
                which, pursuant to the adjustment provisions of the Warrant Agreement
                pursuant to which the Warrant was granted, may be delivered upon
                exercise.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

         

      

    


    Exhibit
      B


    


    SCHEDULE 3

    


    FORM
      OF ASSIGNMENT AND TRANSFER

    


    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      __________________________________ the right represented by the enclosed Warrant
      to purchase _________________ shares of Common Stock of 

    DATA
      CALL
      TECHNOLOGIES, INC. to which the enclosed Warrant relates, and
      appoints _____________Attorney
      to transfer such right on the books of DATA CALL TECHNOLOGIES, INC. with full
      power of substitution in the premises.

    


    The
      undersigned represents and warrants that the transfer of the enclosed Warrant
      is
      permitted by the terms of the Warrant Agreement pursuant to which the enclosed
      Warrant has been issued, and the transferee hereof, by his, her or its
      acceptance of this Agreement, represents and warrants that he, she or it is
      familiar with the terms of said Warrant Agreement (including but not limited
      to
      the vesting provisions provided in Section 3 thereof) and agrees to be bound
      by
      the terms thereof with the same force and effect as if a signatory
      thereto.

    


    Dated:______________

    


    


    __________________________________________

    (Signature
      must conform in all respects to name of holder

    as
      specified on the face of the enclosed Warrant)

    


    


    ____________________________________________

    (Address)

    


    


    Signed
      in
      the presence of:

    


    ____________________________________