Consulting Services Agreement - DYNAMIC BIOMETRIC SYSTEMS, - 12-16-2005

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Consulting Services Agreement - DYNAMIC BIOMETRIC SYSTEMS,  - 12-16-2005 Powered By Docstoc
					CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (this "Agreement") is made and entered into effective as of the 17th day of
June 2003, by and between DynaSig Corporation, an Arizona corporation with a place of business at 4343 N.
Scottsdale Rd., Ste 200, Scottsdale, AZ 85251 ("DynaSig"), and OptiSense Corporation, a Delaware
corporation with a place of business at 11445 E. Via Linda, Ste 2 pmb 472, Scottsdale, AZ 85259 ("OSC").

                                                  RECITALS

A. WHEREAS, OSC is in the business of providing certain consulting services to clients.

B. WHEREAS, contemporaneously with this Agreement, DynaSig has entered the business of biometric
signature authentication (the "Business").

C. WHEREAS, Richard Kim, the President of OptiSense, ("Kim") has been doing development work on the
Business prior to the formation of DynaSig.

D. WHEREAS, DynaSig desires development services.

E. WHEREAS, DynaSig desires to engage OSC to provide, and OSC desires to provide, services to DynaSig
as specified herein to assist DynaSig in fulfilling its business plan.

                                               AGREEMENTS

Now, therefore, in consideration of the promises and mutual agreements set forth herein, DynaSig and OSC
hereby agree as follows:

1. GENERAL ENGAGEMENT

(a) During the term of this Agreement, OSC shall provide (i) technical consulting services related to, among other
activities, those scheduled on Exhibit A plus such other consulting services as may be requested from time to time
by DynaSig (the "Services"). OSC is solely responsible for determining the manner in which the Services are to
be provided; provided, however, that OSC shall provide the Services in accordance with standards reasonably
acceptable to DynaSig.

(b) DynaSig acknowledges that OSC's performance of the Services may be dependent on timely decisions and
approvals by DynaSig and OSC shall be entitled to rely on all decisions and approvals of DynaSig in connection
with the Services. Further, DynaSig acknowledges that OSC will be relying upon the information that DynaSig
provided or will provide and DynaSig hereby represents and warrants that such information is and shall be true,
accurate and complete to the best of DynaSig's knowledge.

2. NO AUTHORITY TO BIND DYNASIG

OSC shall not have any right, power or authority to create any obligation, express or implied, or make any
representation on behalf of DynaSig except as OSC may be expressly authorized in advance in writing from time
to time by DynaSig and then only to the extent of such authorization.
3. TERM

(a) The term of this Agreement shall commence on the date hereof and shall continue until December 31, 2004.

(b) Throughout the term of this Agreement, either party may terminate this Agreement, with or without cause and
without penalty, upon 30 days written notice.

(e) Either party may, upon 30 days written notice identifying specifically the basis for such notice, terminate this
Agreement for breach of a material term or condition of this Agreement, provided the breaching party shall be
given opportunity to cure any such breach within the 30-day period, which will result in no termination of this
Agreement based upon such breach.

(f) Sections 6, 8, 9, 11, 12 and 13 of this Agreement shall survive termination of this Agreement for any reason.

5. CONSIDERATION

Monthly Services Fee. DynaSig pay OSC a fee of $16,000 per month on the last day of each month starting on
June 30, 2003.

6. EXPENSES

OSC shall cover all expenses in its monthly fee. DynaSig shall reimburse OSC for all actual extraordinary out-of-
pocket expenditures incurred by OSC in connection with the Services if approved in advance.

7. RELEASE AND ASSIGNMENT

Kim hereby assigns all his rights in any knowledge related to the Business to DynaSig. Kim hereby releases any
other claims he may have related to the Business except as specified in this agreement or future agreements. Kim
acknowledges that all work he did was "work for hire" and that he has no claim on any of the technology
developed. Kim will execute any further formal documents related to this release and assignment and assist
DynaSig in filing a patent or patents for his prior work and assign such patents, royalty free, to DynaSig.

8. WARRANTY

OSC warrants that the Services will be performed in a professional and workmanlike manner and shall reperform
any work not in compliance with this warranty brought to its attention within 30 days after that work is
performed. OSC does not warrant and will not be responsible for the performance of any third party product or
service. The preceding is OSC's only warranty concerning the Services and is made expressly in lieu of all other
warranties and representations, express or implied, including, without limitation, any implied warranties of
merchantability, fitness for a particular purpose or otherwise.
9. OSC'S COVENANTS

(a) OSC, its employees and agents will comply at all times with all applicable laws and regulations of any
jurisdiction in which Services are provided and with all applicable DynaSig rules, policies and standards.

(b) OSC, its employees and agents will comply at all times with all security provisions in effect from time to time
at DynaSig's premises with respect to access to premises and materials and information belonging to DynaSig.

(c) OSC shall not use DynaSig's name in any promotional materials or other communications with third parties
without DynaSig's prior written consent.

(d) OSC is legally authorized to engage in business in the United States and will provide DynaSig satisfactory
evidence of such authority upon request.

10. CONFIDENTIALITY

During the course of performance of this Agreement, OSC may be given access to information (regardless of
whether in oral, written, electronic, digital, magnetic or other form or media) that relates to the other's past,
present, and future research, development, business activities, customers, products, services, and technical
knowledge, and has been identified as proprietary or confidential ("Confidential Information"). In connection
therewith, the following subsections shall apply:

(a) Confidential Information of the other party may be used by OSC only in connection with the Services.

(b) OSC agrees to protect the confidentiality of the Confidential Information of the other in the same manner that
it protects the confidentiality of its own proprietary and confidential information of like kind. Access to the
Confidential Information shall be restricted to those OSC personnel engaged in a use permitted hereby.

(c) Confidential Information may not be copied or reproduced without the DynaSig's prior written consent.

(d) All Confidential Information made available hereunder, including copies thereof (regardless of whether in
written, electronic, digital, magnetic or other form or media), shall be returned or destroyed (including deleting
such information from all computer systems) upon the first to occur of (i) termination of this Agreement or (ii) if
requested by DynaSig.

(e) Nothing in this Agreement shall prohibit or limit either party's use of information (including, but not limited to,
ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of
confidence, (ii) independently developed by it, (iii) acquired by it from a third party which is not, to its
knowledge, under an obligation of confidence with respect to such information, or (iv) which is or becomes
publicly available through no breach of this Agreement.

(f) In the event either party receives a subpoena or other validly issued administrative or judicial process
requesting any portion of the Confidential Information of the other party, it shall promptly notify the other party
and tender to it defense of such demand. Unless the demand shall have been timely limited, quashed or extended,
the recipient shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by
law. If requested by the disclosing party, the recipient shall cooperate (at the expense of the disclosing party) in
the defense of a demand.

11. INDEMNIFICATION

(a) Each party (an "Indemnifying Party") shall indemnify and hold the other party, its employees and agents (each,
an "Indemnified Party"), harmless from and against all claims, demands, loss, damage or expense, including
reasonable attorneys' fees (collectively, "Losses"), to the extent such Losses are caused by the negligence, willful
acts or omissions or breach of this Agreement of or by the Indemnifying Party and except to the extent such
Losses are caused by the negligent or willful acts or omissions of the Indemnified Party.

(b) To receive the foregoing indemnity, the Indemnified Party must promptly notify the Indemnifying Party in
writing of a claim or suit and provide reasonable cooperation (at the Indemnifying Party's expense) and full
authority to defend or settle the claim or suit. Neither party shall have any obligation to indemnify the other under
any settlement made without its written consent.

12. INDEPENDENT CONTRACTOR

OSC is and shall remain an independent contractor and OSC acknowledges, and confirms to DynaSig, its status
as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture,
partnership, agency or employment relationship between the parties for any purpose, including but not limited to
taxes or employee benefits. OSC shall be solely responsible for payment of any and all employment related taxes,
insurance and employee benefits with respect to OSC's personnel.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without
reference to choice of law principles. The parties agree to bring any actions related to this Agreement only in the
state and federal courts sitting in Maricopa County, Arizona.

14. SEVERABILITY

If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal
or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the whole of this
Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to
render such term or provision enforceable, and the rights and obligations of the parties shall be construed and
enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein
set forth.

15. NOTICE

Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective
either when delivered personally to the party for whom intended, or five days following deposit of the same into
the United States mail (certified mail, return receipt requested, or first class postage prepaid), addressed to such
party at the address set forth on the initial page of this Agreement. Either party may designate a different address
by notice to the other given in accordance herewith.

16. FORCE MAJEURE

Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.

17. COMPLETE AGREEMENT; AMENDMENT

This Agreement sets forth the entire understanding between the parties hereto and supercedes all prior
agreements, arrangements and communications, whether oral or written, with respect to the subject matter
hereof. No other agreements, representations, warranties or other matters, whether oral or written, shall be
deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be modified
or amended except by the mutual written agreement of the parties.

In witness whereof, the parties have duly executed this Agreement as of the day and year first above written.

                 DYNASIG CORPORATION                OPTISENSE CORPORATION

                 /s/ Richard C. Kim                /s/ Richard C. Kim
                 By: Richard Kim                 By: Richard C. Kim
                 Its: President                 Its: Chief Executive Officer and President
                                     EXHIBIT A - INITIAL SERVICES

1. Develop sensors suitable for use in the signature authentication pen.
2. Select appropriate control methodology and control unit.
3. Design pen electronics to minimize the size.
4. Design and procure pen casings.
5. Fabricate and test the prototypes and define manufacturing specifications.
6. Develop firmware and software algorithms for the signature verification.
7. Develop interface software for Internet and LAN applications.
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY
STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED
UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAW REQUIREMENTS HAVE BEEN MET OR (ii) EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES
LAW ARE AVAILABLE.

                                             PROMISSORY NOTE
                                               (CONVERTIBLE)

$55,000.00 December 20, 2003 Scottsdale, Arizona

FOR VALUE RECEIVED, the undersigned DynaSig Corporation, an Arizona corporation ("BORROWER" or
"DynaSig"), promises to pay to the order of Milestone Equity Partners Phoenix, LLC, or his designee ("PAYEE"
or "Milestone"), the principal sum of Fifty Five Thousand and 00/100 Dollars ($55,000.00), as full payment and
for the mutual release of the Consulting Agreement with Milestone dated June 20, 2003 (the "Contract") and the
Purchase Warrant to Milestone dated June 20, 2003 (the "Warrant"). Such principal is payable on December 20,
2005.

Borrower's obligations under this Note shall be referred to herein as "Borrower's Liabilities." Time is of the
essence of this Note and each of the provisions hereof.

Borrower represents and warrants to Payee that: (1) Borrower is duly incorporated, validly existing and in good
standing under the laws of the State of Arizona; (2) all necessary corporate action has been taken on behalf of the
Borrower by its officers, directors and shareholders in order for the Borrower to execute, deliver and perform
under this Note and any documents executed by Borrower in connection herewith (collectively, the "Related
Documents"); (3) the execution, delivery and performance of this Note and the Related Documents does not
violate any provision of any charter document of Borrower or any agreement or instrument by which the
Borrower is bound; and (4) this Note and the Related Documents constitute valid and legally binding obligations
of the Borrower enforceable in accordance with their respective terms.

In the event that Borrower shall (i) close an equity financing transaction, or other reorganization transaction,
infusing the aggregate sum of five hundred thousand dollars ($500,000.00) or more into Borrower, or (ii) close a
transaction providing for the sale or merger of substantially all of the assets of Borrower, Payee shall have the
right in its sole discretion, provided such transaction closes prior to payment in full of Borrower's Liabilities, to
convert all of the outstanding principal at the date of such closing into shares of Common Stock at the same price
paid and on the same terms received by the equity financing. Borrower shall give Payee thirty (30) days prior
written notice of the anticipated close and the material terms of a transaction meeting the foregoing description.
The principal so converted shall be deemed fully paid, and interest shall not thereafter accrue on such amounts.
The Payee's right to convert this Note into Common Stock is conditioned upon Payee entering into or executing
such purchase documents as the other purchasers of Common Stock executed and meeting the conditions and
being subject to the terms applicable to such other purchasers. Payee shall immediately surrender this Note to the
Company for cancellation in connection with any conversion hereof.

The occurrence of any one of the following events shall constitute a default by the Borrower ("Event of Default")
under this Note: (a) Borrower fails to pay any of Borrower's Liabilities when due and payable or declared due
and payable (whether by scheduled maturity, required payment, acceleration, demand or otherwise); (b)
Borrower fails or neglects to perform, keep or observe any term, provision, condition, covenant, warranty or
representation contained in this Note; or (c) Borrower becomes insolvent or generally fails to pay or admits in
writing its inability to pay debts as they become due, a petition under Title 11 of the United States Code or any
similar law or regulation is filed by or against Borrower; Borrower shall make an assignment for the benefit of
creditors; a custodian, receiver or trustee is appointed to take possession of any assets of Borrower; any case or
proceeding is filed by or against Borrower for its dissolution or liquidation; or Borrower is enjoined, restrained or
in any way prevented by court order from conducting all or any material part of its business affairs.
Upon the occurrence of an Event of Default, at Payee's option and with notice by Payee to Borrower, all of
Borrower's Liabilities shall be immediately due and payable. All of Payee's rights and remedies under this Note
are cumulative and non-exclusive.

If any payment becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the State of
Arizona, the due date of such payment shall be extended to the next business day.

The acceptance by Payee of any partial payment made hereunder after the time when any of Borrower's
Liabilities become due and payable will not establish a custom, or waive any rights of Payee to enforce prompt
payment thereof. Payee's failure to require strict performance by Borrower of any provision of this Note or any
related document shall not waive, affect or diminish any right of Payee thereafter to demand strict compliance and
performance therewith. Any waiver of an Event of Default shall not suspend, waive or affect any other Event of
Default. Borrower and every endorser waive presentment, demand and protest and notice of presentment,
protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of this Note, and
hereby ratify and confirm whatever Payee may do in this regard. Borrower further waives any and all notice or
demand to which Borrower might be entitled with respect to this Note by virtue of any applicable statute or law
(to the extent permitted by law).

In addition to principal and interest, Payee shall be entitled to collect all costs, including, but not limited to, all
costs of collection and reasonable attorneys' fees incurred in connection with any of Payee's collection or
enforcement efforts, whether or not suit on this Note or any related document is filed, and all such costs and
expenses shall be payable on demand. To the extent not paid, the same shall become part of Borrower's
Liabilities.

Any and all notices, requests, consents and demands required or permitted to be given hereunder shall be in
writing and shall be deemed given and received upon personal delivery or upon facsimile with confirmation
receipt, or three (3) business days after deposit in the United States mail, by certified or registered mail, postage
prepaid and addressed as follows:

                         To Payee:                Milestone Equity Partners Pheonix, LLC
                                                  c/o Dawn Donovan
                                                  7600 East Double tree Ranch Road
                                                  Suite 300
                                                  Scottsdale, AZ 85258-2137
                                                  Fax No. 480-367-7413

                         To the Borrower,         DynaSig Corporation
                                                  Richard Kim
                                                  11445 E Via Linda
                                                  Suite 2 PMB 472
                                                  Scottsdale, AZ 85259
                                                  Fax No. 480-614-9262




Any party may change, by notice, the address to which notices to it are to be addressed.

In connection with the issuance of this Note (this Note, and securities issued upon conversion hereof, collectively,
the "Securities"), Payee hereby further agrees, represents and warrants as follows: (i) Payee is acquiring the
Securities solely for its own account for investment and not with a view to or for sale or distribution of the
Securities or any portion thereof and (ii) Payee is an "accredited investor" within the meaning of Regulation D
promulgated under the Securities Act.

If any provision of this Note or the application thereof to any party or circumstance is held invalid or
unenforceable, the remainder of this Note and the application thereof to other parties or circumstances will not be
affected thereby, the provisions of this Note being severable in any such instance.

All terms, conditions and agreements herein are expressly limited so that in no contingency or event whatsoever,
whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal
balance hereof, or otherwise, shall the amount paid or agreed to be paid to the holders hereof for the use,
forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under
applicable laws. If, from any circumstances whatsoever, fulfillment of any provision hereof shall involve
transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable
hereto, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if under any
circumstances the holder hereof shall ever receive as interest an amount which would exceed the highest lawful
rate, such amount which would be excessive interest shall be applied to reduction of the unpaid principal balance
due hereunder and not to the payment of interest.

Borrower's Liabilities under this Note are secured by the assets of the Borrower.

This Note shall be governed and controlled by the internal laws of the State of Arizona as to interpretation,
enforcement, validity, construction, effect and in all other respects.

No modification, waiver, estoppel, amendment, discharge or change of this Note or any related instrument shall
be valid unless the same is in writing and signed by the party against which the enforcement of such modification,
waiver, estoppel, amendment, discharge or change is sought.

BORROWER:
DYNASIG CORPORATION

                                            By:       /s/ Richard C. Kim
                                                      ------------------
                                            Title:    President
                                                      ---------
FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT

This First Amendment to the Consulting Services Agreement Dated June 17, 2003 (this "Agreement") is made
and entered into effective as of the 1st day of January 2004, by and between DynaSig Corporation, an Arizona
corporation with a place of business at 4343 N. Scottsdale Rd., Ste 200, Scottsdale, AZ 85251 ("DynaSig"),
and OptiSense Corporation, a Delaware corporation with a place of business at 11445 E. Via Linda, Ste 2 pmb
472, Scottsdale, AZ 85259 ("OSC").

                                                    RECITALS

A. WHEREAS, OSC is in the business of providing certain consulting services to clients.

B. WHEREAS, OSC and DynaSig entered into a Consulting Services Agreement effective June 7, 2003 (the
"Original Agreement") regarding the business of biometric signature authentication (the "Business").

C. WHEREAS, the Original Agreement restricts OSC's reimbursement of extraordinary out-of-pocket expenses
without specific approval by DynaSig.

D. WHEREAS, DynaSig desires OSC to incur extraordinary out of pocket expenses that OSC desires to be
reimbursed for.

E. WHEREAS, the Original Agreement requires DynaSig's specific approval of such expenses.

                                                 AGREEMENTS

Now, therefore, in consideration of the promises and mutual agreements set forth herein, DynaSig and OSC
hereby agree as follows:

1. EXTRAORDINARY EXPENSE APPROVAL

During the remaining term of the Original Agreement, OSC shall provide two technical employees at the
reimbursable compensation listed on Exhibit A (the "Employees"). OSC is solely responsible for determining any
replacement for the Employees and the manner in which the Services are to be provided; provided, however, that
OSC shall provide the Services in accordance with standards reasonably acceptable to DynaSig.

2. OSC'S COVENANTS

(a) The Employees with all applicable laws and regulations of any jurisdiction in which Services are provided and
with all applicable DynaSig rules, policies and standards.

(b) The Employees will comply at all times with all security provisions in effect from time to time at DynaSig's
premises with respect to access to premises and materials and information belonging to DynaSig.

3. CONFIDENTIALITY

During the course of performance of this Agreement, the Employees may be given access to information
(regardless of whether in oral, written, electronic, digital, magnetic or other form or media) that relates to the
other's past, present, and future research, development, business activities, customers, products, services, and
technical knowledge, and has been identified as proprietary or confidential ("Confidential Information"). In
connection therewith, the following subsections shall apply:

(a) Confidential Information of the other party may be used by the Employees only in connection with the
Services.

(b) The Employees will execute agreements with DynaSig to protect the confidentiality of the Confidential
Information of the other in the same manner that it protects the confidentiality of its own proprietary and
confidential information of like kind.
(c) Confidential Information may not be copied or reproduced without the DynaSig's prior written consent.

(d) All Confidential Information made available hereunder, including copies thereof (regardless of whether in
written, electronic, digital, magnetic or other form or media), shall be returned or destroyed (including deleting
such information from all computer systems) upon the first to occur of (i) termination of this Agreement or (ii) if
requested by DynaSig

(e) Nothing in this Agreement shall prohibit or limit either party's use of information (including, but not limited to,
ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of
confidence, (ii) independently developed by it, (iii) acquired by it from a third party which is not, to its
knowledge, under an obligation of confidence with respect to such information, or (iv) which is or becomes
publicly available through no breach of this Agreement.

(f) In the event either party receives a subpoena or other validly issued administrative or judicial process
requesting any portion of the Confidential Information of the other party, it shall promptly notify the other party
and tender to it defense of such demand. Unless the demand shall have been timely limited, quashed or extended,
the recipient shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by
law. If requested by the disclosing party, the recipient shall cooperate (at the expense of the disclosing party) in
the defense of a demand.

4. INDEPENDENT CONTRACTOR

Supplying the Employees shall not impact OSC's status an independent contractor and OSC acknowledges, and
confirms to DynaSig, its status as that of an independent contractor. However, DynaSig shall be solely
responsible for the reimbursement of any and all employment related taxes, insurance and employee benefits with
respect to the Employees.

5. OTHER ORIGINAL AGREEMENT TERMS NOT AMMENDED

All other terms of the Original Agreement remain the same with the exception of the significant expense
reimbursement agreed to in this Agreement.

In witness whereof, the parties have duly executed this Agreement as of the day and year first above written.

                 DYNASIG CORPORATION                  OPTISENSE CORPORATION

                 /s/ Richard C. Kim                 /s/ Richard C. Kim
                 By: Richard Kim                  By: Richard C. Kim
                 ----------------                 -------------------
                 Its: President                  Its: Chief Executive Officer and President
             EXHIBIT A - EMPLOYEES AND LIMITATIONS

Employee:       Timothy Lee

Compensation:      $2,500 per month

Benefits:       None

Taxes:      All payroll taxes to be paid by DynaSig


====================================================================

Employee:       B. K. Rho

Compensation:      $3,000 per month

Benefits:       Medical benefits not to exceed $550 per month to be paid by
DynaSig

Taxes:      All payroll taxes to be paid by DynaSig
SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (this "Agreement") is made and entered into effective as of April 28,
2004, by and between Milestone Equity Partners Phoenix, LLC, (formerly at 4343 N Scottsdale Rd., Ste 200,
Scottsdale, AZ 85251) located for purposes of this agreement at 7600 E Doubletree Ranch Rd., Ste 300,
Scottsdale AZ 85258 (the "Milestone"), and DynaSig Corporation, an Arizona corporation, with a place of
business at 14647 South 50th Street, Suite 130, Phoenix, Arizona 85044 ("DynaSig"). DynaSig and Milestone
are jointly referred to as the "Parties."

                                                     RECITALS

A. Milestone is a consulting company and is in the business of providing certain financial consulting and advisory
services to clients.

B. DynaSig is a marketing company trying to enter the dynamic signature authentication business.

C. DynaSig entered into a consulting agreement with Milestone dated June 20, 2003 (the "Contract"). As
consideration for Milestone's activities under the Contract, DynaSig also issued a Purchase Warrant to Milestone
dated June 20, 2003 (the "Warrant").

D. DynaSig and Milestone now desire that the Warrant and the Contract be exchanged for a Convertible
Promissory Note in the form attached hereto as Exhibit A, secured by a Security Agreement in the form attached
hereto as Exhibit B (collectively, the "Note Documents").

                                                  AGREEMENTS

Now, Therefore, in consideration of the promises and mutual agreements set forth herein, Milestone, for
themselves and any partners, members, claimants or assignees jointly and severally, and DynaSig hereby agree as
follows:

1. NOTE DOCUMENTS

Concurrently with the execution hereof, DynaSig is executing and delivering to Milestone the Note Documents.

2. RELEASE

The Parties, for themselves and on behalf of their respective partners, members, claimants, successors and
assigns, fully release, quit and discharge the other, and all their officers and directors, employees, shareholders,
members, consultants, attorneys, accountants, other professionals, insurers, agents and all other entities related to
each Party, including but not limited to assigns, controlling corporations, subsidiaries or other affiliates (jointly the
"Related Parties"), from all rights, claims, demands, actions, and causes of action which each Party now has or
may have against the other or any of them from any source whatsoever, whether or not (a) arising from or related
to the above recited facts, (b) know or unknown, (c) disclosed or undisclosed, (collectively, the "Claims"),
except for those rights or obligations arising out of this Agreement, the Note Documents, and any agreements
between the Parties subsequent to the date hereof.

3. INDEMNIFICATION

Each Party agrees to hold the other harmless and indemnify and defend the other Party and its Related Parties
from all losses, actions, damages, liabilities and expenses, including attorney's fees and costs arising from, related
to or in connection with the actions and omissions of a Party that occur, or with respect to omissions, fail to
occur, after the date hereof or from any Claims made by any person through such Party.

4. EXPENSES

The Parties shall bear all their own expenses in connection with this Agreement.

5. COVENANTS
(a) Each of the Parties represents and warrants to the other that it has full power and authority to enter into this
Agreement.

(b) Milestone acknowledges that it has had full access to all information about DynaSig that Milestone has
requested and that DynaSig makes no representation as to the future value of DynaSig.

(c) Each Party shall be liable for its own taxes on the transaction in this Agreement.

(d) DynaSig represents and warrants to Milestone that DynaSig has full power and authority to enter into the
Note Documents, and the Note Documents are valid and binding obligations of DynaSig, enforceable against
DynaSig in accordance with their terms.

6. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without
reference to choice of law principles. The Parties agree that the state and federal courts sitting in Maricopa
County, Arizona shall have sole jurisdiction and venue of any action related to this Agreement.

7. SEVERABILITY

If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal
or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the whole of this
Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to
render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and
enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein
set forth.

8. NOTICE

Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective
either when delivered personally to the Party for whom intended, or five days following deposit of the same into
the United States mail (certified mail, return receipt requested, or first class postage prepaid), addressed to such
Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address
by notice to the other given in accordance herewith.

9. CONSTRUCTION

The Parties hereby acknowledge and agree that each Party has participated in the drafting of this Agreement and
that this Agreement has been, to the extent it was felt necessary, reviewed by the respective legal counsel for the
Parties and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting
Party will not be applied to the interpretation of this Agreement. No inference in favor of, or against, any Party
will be drawn from the fact that one Party has drafted any portion hereof.

10. ADVICE OF COUNSEL

Each Party hereby acknowledges that it is entitled to and has been afforded the opportunity to consult legal
counsel of its choice regarding the terms and conditions and legal effects of this Agreement, as well as the
advisability and propriety thereof. Each Party hereby further acknowledges that having so consulted with legal
counsel of its choosing or having chosen not to consult, hereby waives any right to such legal representation or
effective representation and any right to raise or rely upon the lack of representation or effective representation in
any future proceedings or in connection with any Claim.

11. COMPLETE AGREEMENT; AMENDMENT

This Agreement, including the Note Documents, sets forth the entire understanding between the Parties and
supercedes all prior agreements, arrangements and communications, whether oral or written, with respect to the
subject matter hereof. No other agreements, representations, warranties or other matters, whether oral or written,
shall be deemed to bind the Parties hereto with respect to the subject matter hereof. This Agreement may not be
modified or amended except by the mutual written agreement of the Parties.

In Witness Whereof, the Parties have duly executed this Agreement as of the day and year first above written.

              DynaSig Corporation                    Milestone Equity Partners Phoenix, LLC

                   /s/ Richard C. Kim                    /s/ Dawn Donovan
                   ------------------                     ----------------
              By: Richard Kim                        By: Dawn Donovan
              Its:   President                       Its: Authorized Person
SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement"), made and entered into effective as of this 28th day of
April, 2004 by DynaSig Corporation, an Arizona corporation ("Borrower"), in favor of Milestone Equity Partners
Phoenix, LLC, a Delaware limited liability company ("Secured Party").

                                                     RECITALS

A. Borrower has agreed to pay Secured Party the sum of $55,000.00 evidenced by that certain Promissory
Note (Convertible) of even date (the "Note") executed by Borrower in favor of Secured Party.

B. This Agreement is a security agreement and Secured Party would not make accept the Note unless Borrower
executes and delivers this Agreement in favor of Secured Party.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations,
warranties and promises set forth herein, the parties agree as follows:

                                              ARTICLE 1
                                      GRANT OF SECURITY INTEREST

1.1 For the purposes of securing the Obligations, as defined below, Borrower hereby grants to Secured Party,
pursuant to the Uniform Commercial Code in effect in the State of Arizona at that time (the "UCC"), a security
interest in all of Borrower's right, title and interest in and to the collateral described in Exhibit A attached hereto
(collectively, the "Collateral").

1.2 This Agreement and the rights hereby granted shall secure the payment and performance of all of Borrower's
obligations, liabilities, covenants and duties owing to Secured Party under the Note and this Agreement
(collectively, the "Obligations").

1.3 Notwithstanding anything contained in this Agreement, (a) Borrower shall remain liable under any contracts
and agreements included in the Collateral to perform all of its duties and obligations under the contract or
agreement to the same extent as if this Agreement had not been executed, (b) the exercise by Secured Party of
any of the rights under this Agreement shall not release Borrower from any of its duties or obligations under the
contracts and agreements included in the Collateral, and (c) Secured Party shall have no obligation or liability
under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Secured
Party be obligated to perform any of the obligations or duties of Borrower under the contracts or agreements or
to take any action to collect or enforce any claim for payment in which a security interest is granted under this
Agreement.

                                         ARTICLE 2
                           WARRANTIES, COVENANTS AND AGREEMENTS

Borrower hereby warrants, covenants and agrees that:

2.1 Borrower has authority to enter into this Agreement, and any person signing this Agreement on Borrower's
behalf has been duly authorized to sign on Borrower's behalf.

2.2 The Collateral covered by this Agreement is used or purchased for use for business purposes.

2.3 Borrower shall not, without obtaining the prior written consent of Secured Party, sell, contract to sell, lease,
encumber or dispose of the Collateral or any part thereof other than in the ordinary course of Borrower's
business.

2.4 Borrower shall maintain with financially sound and reputable companies, insurance policies (a) insuring the
Collateral consisting of insurable personal property of Borrower against loss by fire, explosion, theft and such
other casualties as may be reasonably satisfactory to Secured Party, and (b) insuring Borrower against liability for
personal injury and property damage relating to such insurable property, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to Secured Party, with losses payable to
Secured Party. All such insurance shall name Secured Party as an insured party and shall be reasonably
satisfactory in all other respects to Secured Party. Borrower shall deliver to Secured Party a report of a reputable
insurance broker with respect to such insurance as Secured Party may from time to time reasonably request.

2.5 Upon reasonable prior telephonic or written notice to Borrower and at reasonable times, Secured Party or its
representatives may inspect the Collateral and may enter upon any and all premises where the same is kept or
located.

2.6 Secured Party at all times shall have a perfected security interest in the Collateral that shall be superior to any
other interest therein and Borrower will do all acts and things, and will execute and file all instruments (including,
without limitation, any and all security agreements, financing statements, and continuation statements) required by
Secured Party to establish, maintain and continue the perfected security interest of Secured Party in the
Collateral, and will promptly on demand, pay all costs and expenses of filing and recording, including the cost of
any searches reasonably deemed necessary by Secured Party from time to time to establish and determine the
validity and the continuing priority of the security interest of Secured Party granted by this Agreement. Borrower
hereby irrevocably authorizes Secured Party at any time and from time to time to file in any UCC jurisdiction any
initial financing statements and amendments that (a) indicate that Secured Party has a perfected security interest in
the Collateral and (b) contain any other information required by of Article 9 of the UCC for the sufficiency or
filing office acceptance of any financing statement or amendment.

2.7 Borrower shall pay when due all taxes, assessments, charges, liens or encumbrances now or hereafter a lien
on or otherwise affecting the Collateral.

2.8 Borrower shall promptly notify Secured Party of any seizure by legal process or otherwise of any part of the
Collateral, and of any threatened or filed claim or proceedings that might in any way affect or impair any of
Secured Party's rights under this Agreement.

2.9 Borrower shall promptly notify Secured Party in writing of any change in its place of business or the change
of any trade name or fictitious business name and, upon request of Secured Party, shall execute any additional
financing statements or other certificates necessary to reflect the adoption or change in trade names or fictitious
business names. In connection therewith, Borrower represents and warrants to Secured Party that Borrower
owns and holds, or upon acquisition will own and hold, all Collateral in the name set forth in the first paragraph of
this Agreement and does not do business under any trade name or fictitious business names other than the name
set forth in this Agreement.

2.10 If Borrower fails to perform any agreement or obligation in this Agreement, Secured Party may, at its
option, and without any obligation to do so, perform, or cause the performance of, such agreement or obligation,
and the expenses of Secured Party incurred in connection therewith shall be payable by Borrower to Secured
Party upon demand by Secured Party, and such expenses shall bear interest at the rate of 18% per annum,
compounded annually, from the date of such expenditure until paid.

2.11 Secured Party shall be under no duty to exercise or to withhold the exercise, and shall not be responsible
for any failure to exercise or for any delay in exercising, any of the rights, powers, and privileges expressly or
implicitly granted to Secured Party under this Agreement. Furthermore, Secured Party shall not be required to
take any steps necessary to preserve any rights of the Collateral against prior parties nor to protect, preserve or
maintain any security interest given to secure the Collateral.

2.12 Borrower irrevocably appoints Secured Party as Borrower's attorney-in-fact, with full authority in the place
and stead of Borrower and in the name of Borrower or otherwise, from time to time in Secured Party's
reasonable discretion, to take any action and to execute any instrument that Secured Party may deem necessary
or advisable to accomplish the purposes of this Agreement, or otherwise to enforce the rights of Secured Party
with respect to any of the Collateral, and Borrower ratifies all that such attorney-in-fact shall lawfully do or cause
to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable.

                                                 ARTICLE 3
                                             EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an "Event of Default":
3.1 Any failure or neglect to observe or perform any of the terms, provisions, promises, agreements or covenants
of this Agreement; or any failure of Borrower to pay any sum due under the Obligations secured by this
Agreement, at the time such sum shall become due and payable; or

3.2 If any warranty, representation or statement by Borrower contained in this Agreement shall be or shall prove
to have been false when made or furnished.

                                             ARTICLE 4
                                      SECURED PARTY'S REMEDIES

Upon the occurrence of any Event of Default, Secured Party shall have the following rights and remedies:

4.1 Secured Party may, at its option, declare all or any part of the Obligations immediately due and payable, and
Secured Party may, without further notice or demand and without legal process, take possession of the Collateral
wherever found and, for this purpose, may enter upon the real property where the Collateral may be located.
Secured Party may require Borrower to assemble the Collateral and make it available to Secured Party at a
place designated by Secured Party.

4.2 Secured Party may pursue any legal remedy available to collect all sums secured by this Agreement and to
enforce its title in and right to possession of the Collateral, and to enforce any and all other rights or remedies
available to it, and no such action shall operate as a waiver of any other right or remedy of Secured Party under
the terms of this Agreement, or under the laws of Arizona.

4.3 Borrower waives all rights or privileges it might otherwise have to require Secured Party to proceed against
or exhaust the Collateral or to pursue any other remedy available to Secured Party in any particular manner or
order under the legal or equitable doctrine or principle of marshalling and/or suretyship and further agrees that
Secured Party may proceed against any or all of the Collateral encumbered by this Agreement in the event of
default in such order and manner as Secured Party in its sole discretion may determine.

4.4 Secured Party, upon obtaining possession of all or any part of the Collateral, may sell the same at public or
private sale either with or without having such Collateral at the place of sale. The proceeds of any such sale of all
or any part of the Collateral, after deducting all expenses of Secured Party in taking, storing, repairing and selling
the Collateral (including reasonable attorney's fees) shall be applied to the payment, first to interest and then to
principal, of the Obligations and any other indebtedness or liability of Borrower to Secured Party which is
secured by this Agreement, and any surplus remaining shall be paid to Borrower, or any other person that may be
legally entitled to receive the surplus.

4.5 At any sale, public or private, of all or any part of the Collateral made in the enforcement of the rights and
remedies of Secured Party under this Agreement, Secured Party may, so far as may be lawful, purchase part or
all of the Collateral offered at such sale.

4.6 Secured Party shall give Borrower reasonable notice of any sale or other disposition of all or any part of the
Collateral. Borrower agrees that notice and demand shall be conclusively deemed to be reasonable and effective
if such notice is mailed by registered or certified mail, postage prepaid, to Borrower at least 10 days prior to such
sale or other disposition.

4.7 Secured Party shall have all the rights and remedies afforded a secured party under the UCC and all other
legal or equitable remedies provided by the laws of the United States and the State of Arizona.

                                              ARTICLE 5
                                      MISCELLANEOUS PROVISIONS

5.1 No Event of Default under this Agreement shall be deemed to have been waived by Secured Party except by
a writing to that effect signed on behalf of Secured Party and no waiver of any such Event of Default shall operate
as a waiver of any other Event of Default on a future occasion, or as a waiver of that Event of Default after
written notice thereof and demand by Secured Party for strict performance of this Agreement. Acceptance of
partial or delinquent payments shall not constitute the waiver of any right of Secured Party. Time is of the essence
of this Agreement. All rights, remedies and privileges of Secured Party under this Agreement shall be cumulative
and not alternative.
5.2 All notices or other communications required or permitted hereunder shall be in writing and may be given by
overnight courier or by delivering the same in person to such party.
If to Secured Party:

Milestone Equity Partners Phoenix, LLC 7600 E. Doubletree Ranch Rd.
Suite 300
Scottsdale, AZ 85258

                                                 If to Borrower:

DynaSig Corporation
Richard Kim
11445 E. Via Linda
Suite 2 PMB 472
Scottsdale, AZ 85259

Notice shall be deemed given and effective the day personally delivered and one business day after being sent by
overnight courier, subject to signature verification. Any party may change the address for notice by notifying the
other parties of such change in accordance with this Section.

5.3 Subject to any express definitions set forth in this Agreement, all terms used in this Agreement shall have the
meanings in and be construed under the UCC and all issues arising under this Agreement shall be governed by the
laws of the State of Arizona. If any provision of this Agreement shall be prohibited by, or invalid under,
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement.

5.4 No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made
except by a written agreement executed by the parties or by their authorized officers or agents.

5.5 This Agreement shall inure to the benefit of Secured Party's successors and assigns and shall bind Borrower's
successors and assigns.

5.6 Should legal action be required to enforce any provision of this Agreement, the prevailing party shall be
entitled to payment of its court costs and attorneys' fees.

IN WITNESS WHEREOF, Borrower has executed this Agreement on date first written above.

                                         DYNASIG CORPORATION

                                           By:  /s/ Richard C. Kim
                                                ------------------
                                           Name: Richard C. Kim
                                                 --------------
                                           Its: President
                                                ---------
                                               EXHIBIT A
                                      DESCRIPTION OF COLLATERAL

All of Borrower's right, title and interest in and to the following, in each case whether now owned or existing or
hereafter acquired or arising and however and wherever arising or located: all personal and fixture property of
every kind and nature including without limitation all goods (including inventory, equipment and any accessions
thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or
electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities and all other investment property, supporting obligations, any other contract
rights or rights to the payment of money, insurance claims and proceeds, tort claims, and all general intangibles
including, without limitation, all payment intangibles, patents, patent applications, trademarks, trademark
applications, trade names, copyrights, copyright applications, software, engineering drawings, service marks,
customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which Borrower
possesses, uses or has authority to possess or use property (whether tangible or intangible) of others or others
possess, use or have authority to possess or use property (whether tangible or intangible) of Borrower, all
recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all
software, writings, plans, specifications and schematics, and all accessions, additions, substitutions, products and
proceeds of the foregoing.
PLAN WARRANT AGREEMENT

                       ACCEPTANCE AND EFFECTIVE DELIVERY REQUIRED

This Plan Warrant Agreement is effective as of the Effective Date of the Second Joint Plan of Reorganization of
visitalk.com, Inc. and other Co-Proponents dated June 22, 2004. This Plan Warrant Agreement and the Plan
Warrants are only valid if a Warrant Holder executes a Warrant Acceptance and Effective Delivery Agreement
before March 31, 2006; and such Warrant Acceptance and Effective Delivery Agreement is received by Visitalk
Capital Corporation before April 15, 2006.

                                           TABLE OF CONTENTS

                      PAGE

         PLAN WARRANT AGREEMENT

         BACKGROUND AND DEFINITIONS                                                                 1
         ARTICLE I - THE PLAN WARRANTS                                                              2
         ARTICLE II - EXERCISE PERIOD; REDEMPTION                                                   3
         ARTICLE III - ISSUANCE AND TRANSFER OF OWNERSHIP                                           4
         ARTICLE IV - EXERCISE OF PLAN WARRANTS                                                     6
         ARTICLE V - LIMITATIONS ON EXERCISE                                                        7
         ARTICLE VI - RIGHTS AND DUTIES OF WARRANT AGENT                                            8
         ARTICLE VII - CONTINGENT WARRANT HOLDER AGENT                                             10
         ARTICLE VIII - RIGHTS AND DUTIES OF WARRANT HOLDERS                                       11
         ARTICLE IX - NOTICES                                                                      11
         ARTICLE X - MISCELLANEOUS                                                                 13

         EXHIBITS TO THE PLAN WARRANT AGREEMENT

         A   -   ISSUERS   COVERED BY THE PLAN WARRANT AGREEMENT                                   16
         B   -   FORM OF   WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY AGREEMENT                     17
         C   -   FORM OF   CLAIM HOLDER OWNERSHIP SCHEDULE                                         19
         D   -   FORM OF   WARRANT CERTIFICATE OR WARRANT UNIT CERTIFICATE                         20
         E   -   FORM OF   SUBSCRIPTION AND EXERCISE NOTICE                                        23
         F   -   FORM OF   ELECTION TO CERTIFICATE AGREEMENT                                       25
         G   -   FORM OF   CONTINGENT AGENT AGREEMENT                                              27
THIS PAGE INTENTIONALLY LEFT BLANK
                                      PLAN WARRANT AGREEMENT

This Plan Warrant Agreement (the "Agreement") is effective as of the Effective Date of the Second Joint Plan of
Reorganization of visitalk.com, Inc. and other Co-Proponents dated June 22, 2004 (the "Plan"). The Warrant
Holders, as defined below, are a party to this Agreement pursuant to the operation of the Plan. However, this
Agreement and the Plan Warrants, which are the subject of this Agreement, are only valid if a Warrant Holder
executes a "Warrant Acceptance and Effective Delivery Agreement" before March 31, 2006 and such Warrant
Acceptance and Effective Delivery Agreement is received by Visitalk Capital Corporation ("VCC") before April
15, 2006. VCC is executing this Agreement and other related agreements necessary to implement this Agreement
as an Issuer, as defined below, and as an agent for the other Issuers (the "Implementation Agent"), all of which
are controlled by VCC.

                                   BACKGROUND AND DEFINITIONS

A. The subject matter of this Agreement is the Series A through F Plan Warrants issued in accordance with the
Plan (the "Plan Warrants") for each of the companies on the listing attached hereto as Exhibit A and their
successors (each such entity hereinafter an "Issuer" or jointly "Issuers").

B. Capitalized terms used but not otherwise defined in this Agreement have the same meaning as defined in the
Plan.

C. The Issuers are entities formed or authorized under the Plan, were Co-Proponents of the Plan, and, pursuant
to certain exemptions provided in the Bankruptcy Code, are authorized to issue the Plan Warrants and, upon the
exercise of the Plan Warrants, Shares, without registration of the Plan Warrants or Shares under applicable
securities laws.

D. The term "Share" refers to one share of common stock of an applicable Issuer.

E. The term "Claim" refers to an allowed claim under the Plan and the term "Claim Holder" is the owner of such
Claim.

F. The maximum numbers of Plan Warrants to be issued for each Claim are specified in the Plan

G. The registered holder of any Plan Warrant is hereinafter referred to as a "Warrant Holder."

H. The Issuers and the Warrant Holders desire to specify certain matters regarding the Plan Warrants. In
accordance with the Plan, each Issuer will issue six series of Plan Warrants (each, a "Series"), designated as A
Warrants, B Warrants, C Warrants, D Warrants, E Warrants and F Warrants, as further described in Article I.
The term "Plan Warrants" refers to all of the Series of Plan Warrants as a group.

I. Each "Plan Warrant" entitles the Warrant Holder to purchase, subject to the terms and conditions set forth in
this Plan Warrant Agreement, at any time on or after September 17, 2004, and prior to the close of business on
the Expiration Date, but not thereafter (unless the Plan Warrant is earlier the subject of a Call or the Plan Warrant
Expiration Date is extended by the Issuer), one fully paid and non-assessable share of an Issuer's common stock
("Common Stock"), or equivalent security of any successor thereto, at a purchase price equal to the "Exercise
Price", as adjusted, unless lowered by the Issuer as set forth in Article I.

J. Pursuant to the Plan, each Issuer will initially act as its own agent and perform the duties enumerated in this
Agreement (the "Warrant Agent") but each Issuer may determine, in their sole discretion, to engage another
qualified person to act as its Warrant Agent to perform the duties and activities hereunder. Any reference to
Warrant Agent refers to an individual Issuer, acting as its own Warrant Agent, or the appointed Warrant Agent of
the Issuer, as the case may apply.

                                                AGREEMENTS

NOW, THEREFORE, in consideration of the above recitals, the following representations, warranties, covenants
and conditions, and other good and valuable consideration, the receipt of which is acknowledged, the Warrant
Holders, by executing the "Warrant Acceptance and Effective Delivery Agreement," a form of which is attached
hereto as Exhibit B, agree with each Issuer as follows:

                                                ARTICLE I
                                           THE PLAN WARRANTS

1.1 Each Plan Warrant has a specified "Exercise Price," which is the amount, as adjusted from time to time as
provided in Section 1.4 below, at which a Warrant Holder is entitled to purchase one Share from an Issuer. A
Warrant Holder may exercise all or any number of a Series of Plan Warrants resulting in the purchase of a whole
number of Shares.

1.2 Initial Exercise prices. Each Series of Plan Warrants has an initial Exercise Price as set forth below.

a) Each Series A Warrant (an "A Warrant") has an initial Exercise Price of $2.00.

b) Each Series B Warrant (a "B Warrant") has an initial Exercise Price of $2.00.

c) Each Series C Warrant (a "C Warrant") has an initial Exercise Price of $3.00.

d) Each Series D Warrant (a "D Warrant") has an initial Exercise Price of $3.00.

e) Each Series E Warrant (an "E Warrant") has an initial Exercise Price of $4.00.

f) Each Series F Warrant (an "F Warrant") has an initial Exercise Price of $4.00.

1.3 Number of Plan Warrants. The "Claim Holder Ownership Schedule", attached hereto as Exhibit C, specifies,
by Issuer, the number of each Series of Plan Warrants to be delivered to any Warrant Holder for a specified
Claim under the Plan. Pursuant to the Plan, an Issuer, in their sole discretion, has the option of issuing the Plan
Warrants as "Plan Warrant Unit." The Plan Warrants on Exhibit C are presented as Plan Warrant Units with each
unit consisting of one Series A Warrant, one Series B Warrant, one Series C Warrant, one Series D Warrant,
one Series E Warrant and one Series F Warrant. Pursuant to the Plan, in the future, a Plan Warrant Unit may
consist of any combination of the Plan Warrants as determined by each Issuer in their sole discretion.

1.4 Adjustments in Number of Plan Warrants and Exercise Price. If, prior to the exercise of any Plan Warrant,
an Issuer shall have effected one or more stock splits-ups, stock dividends or other increases or reductions of the
number of Shares into which the Plan Warrants are exercisable without receiving compensation in money,
services or property, then the number of Shares subject to a Plan Warrant may, at the sole discretion of the
Issuer, (i) if a net increase shall have been effected in the number of outstanding Shares, be proportionately
increased, and the cash consideration payable per share for the Exercise Price be proportionately reduced, or,
(ii) if a net reduction shall have been effected in the number outstanding Shares, be proportionately reduced, and
the cash consideration payable per Share for the Exercise Price be proportionately increased. Pursuant to the
Plan, an Issuer may, in its sole discretion and without further shareholder approval, upon any increase or
decrease in the number of shares of its common stock outstanding, elect to (i) keep the terms of any of its Plan
Warrants outstanding unchanged, (ii) proportionately increase or decrease the Exercise Price and keep the
number of Plan Warrants unchanged or (iii) proportionately increase or decrease the number of Shares issuable
upon exercise of the Plan Warrants and keep the Exercise Price unchanged.

1.5 Discretionary Reduction in the Plan Warrant Exercise Price. An Issuer may, in its sole discretion and in
accordance with the Plan, from time to time and, at any time, reduce the Exercise Price of any Plan Warrant
subject to this Agreement, including a temporary reduction in the Exercise Price.

                                             ARTICLE II
                                    EXERCISE PERIOD; REDEMPTION

2.1 Plan Warrant Exercises. Unless individually extended as provided herein, the Plan Warrants will expire at
5:00 p.m., MST on March 17, 2006 (the "Warrant Expiration Date").

a) All Plan Warrants hereunder may be exercised at any time after the Effective Date of this Agreement and prior
to the Warrant Expiration Date.
b) After any Warrant Expiration Date, unless such date is extended by an Issuer and except as provided in
Article VII, any unexercised Plan Warrants will be void and all rights of the Warrant Holders shall cease.

2.2 Redemption. At any time prior to any Expiration Date, each Issuer, in its sole discretion and in accordance
with the Plan, may redeem some or all of any then outstanding Plan Warrants for $.0001 per Plan Warrant
("Redemption Price"). In accordance with the Plan, an Issuer may choose to redeem all or any portion of a Series
of Plan Warrants, which may be selected on a pro rata basis, by random lot or as otherwise fairly determined, all
in the Issuer's sole discretion. Upon an Issuer's determination to redeem any Plan Warrants, such Issuer shall give
notice ("Redemption Notice") of its determination to all affected Warrant Holders and the Warrant Holders shall
have the time specified in the Redemption Notice (the "Redemption Date"), which shall not be less than twenty
(20) days from the date of such Redemption Notice, to exercise any Plan Warrant as provided herein. Upon
expiration of the Redemption Date, and after expiration of the period during which limited rights may be granted
to an agent under Article VII (the "Contingent Agent"), but only if one has been appointed by an Issuer as
provided in Article VII, the Issuer shall pay the Redemption Price to the Warrant Holders. An Issuer shall not be
required to pay any amount less than $1.00 to any Warrant Holder and any amounts less than $1.00 due to any
Warrant Holder shall be retained by an Issuer.

2.3 Extension of the Warrant Expiration Date. An Issuer may, in its sole discretion and in accordance with the
Plan, from time to time and, at any time, extend the Warrant Expiration Date of any Plan Warrant for any period
of time. Notice to the Warrant Holders of Plan Warrant changes shall be provided in accordance with Article IX.

                                          ARTICLE III
                             ISSUANCE AND TRANSFER OF OWNERSHIP

3.1 Form of Plan Warrant. The Plan Warrants may be issued in either uncertificated form (i.e., "Book Entry") or
in registered and certificated form, as determined pursuant to Section 3.2 below.

a) Book Entry Form. If Plan Warrants are issued in uncertificated form ("Book Entry"), the Warrant Agent shall
maintain records of the number of Plan Warrants owned by each registered Warrant Holder. The Warrant Agent
shall report ownership positions to the Warrant Holders no more than sixty (60) days after the end of each
calendar year or, if requested in writing by a Warrant Holder, each calendar quarter. The report shall indicate any
transactions regarding the Plan Warrants such as exercises or transfers. The report shall be delivered by regular
mail to the address appearing on a Warrant Agent's records for any Warrant Holder. A Warrant Holder may
elect delivery by e-mail or other similar delivery option as an alternative to regular mail. At any time an Issuer
determines not to maintain Book Entry for the Plan Warrants, the Issuer it may certificate and deliver the warrants
to the Warrant Holders at no cost to the Warrant Holders for the certification.

b) Certificated Form. If in certificated form, the warrant certificates (the "Warrant Certificates") shall be
substantially in the form attached hereto as Exhibit D. Warrant Certificates shall be signed by, or shall bear the
facsimile signature of an Executive Officer of each Issuer and shall bear the Issuer's corporate seal or a facsimile
of the Issuer's corporate seal. If any person, whose facsimile signature has been placed on any Warrant
Certificate as the signature of an officer of an Issuer, shall have ceased to be an officer before the Warrant
Certificate is countersigned, issued and delivered, the Warrant Certificate shall be countersigned, issued and
delivered with the same effect as if the officer had not ceased to be an officer. Any Warrant Certificate may be
signed by, or made to bear the facsimile signature of, any person who at the actual date of the preparation of the
Warrant Certificate shall be a proper officer of an Issuer to sign the Warrant Certificate even though such person
was not an officer upon the date of this Agreement. If a Warrant Agent other than the Issuer is appointed, and
Warrant Certificates are issued after the appointment, Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purposes unless so countersigned. The Warrant Agent hereby is
authorized to countersign any Warrant Certificate that is properly issued and deliver the same to, or in
accordance with the properly documented and verified instruction of, any registered Warrant Holder.

3.2 Delivery of Plan Warrant. The Warrant Holder shall select the method of delivery of the Plan Warrant, as set
forth in Section 3.1b) above.

a) Book Entry Form. The Warrant Holder, by executing and delivering the "Warrant Acceptance and Effective
Delivery Agreement," a form of which is attached hereto as Exhibit B, hereby elects to have all the Plan Warrants
issued in Book Entry form. By executing only the Warrant Acceptance and Effective Delivery Agreement and
thereby electing Book Entry for the Plan Warrants, the Warrant Holders also elect to have a Contingent Agent
act for them under certain limited circumstances as set forth in Article VII.

b) Certificated Form. If the Warrant holder desires to receive physical delivery of the Plan Warrants (i.e.
certificated form), such Warrant Holder must, in addition to executing the Warrant Acceptance and Effective
Delivery Agreement as set forth in Section 3.2a) above, also execute and deliver the "Election to Certificate
Agreement" as attached hereto as Exhibit F. The Plan Warrants requested in certificated form will be issued in
Units consisting of one A Warrant, one B Warrant, one C Warrant, one D Warrant, one E Warrant and one F
Warrant for each Issuer. To receive certificates for the Plan Warrants, such Warrant Holder shall remit an
issuance fee set forth in the Election to Certificate Agreement. Warrant Holders electing Plan Warrants in
certificated form also waive any of the rights and benefits to having the Contingent Agent act for them under
certain limited circumstances as set forth in Article VII.

3.3 Transfer of Ownership. The Warrant Agent may register the transfer of any outstanding Warrant Certificate
or any Book Entry ownership change upon the receipt of appropriate instruments of transfer, in a form
satisfactory to both the Issuer and the Warrant Agent, duly executed by the Warrant Holder or a duly authorized
attorney, including, if requested by the Warrant Agent, legal opinions and signature verification as required, in the
Issuer's sole discretion. An Assignment Form appears on the back of the "Form of Plan Warrant Certificate"
attached hereto as Exhibit D. Upon any registration of transfer, either (i) a new Warrant Certificate shall be issued
in the name of and delivered to the transferee and the surrendered Warrant Certificate shall be canceled or (ii) a
new Book Entry shall be made reflecting the transfer and notice shall be given to the new Warrant Holder. In the
event a certificated warrant is submitted for transfer, a customary cash fee for the transfer must accompany such
Plan Warrant prior to the execution of the transfer.

3.4 Mutilated or Missing Warrant Certificates. If any Warrant Certificate is mutilated, lost, stolen, or destroyed,
an Issuer and the Warrant Agent may, on such terms as to fully indemnify them or otherwise as they may in their
sole discretion impose (which shall, in the case of a mutilated Warrant Certificate, include the surrender thereof),
and upon the receipt of evidence satisfactory to an Issuer and the Warrant Agent of such mutilation, loss, theft or
destruction, issue a substitute Warrant Certificate of like denomination and tenor as the Warrant Certificate so
mutilated, lost, stolen or destroyed. Applicants for substitute Warrant Certificates shall comply with such other
reasonable regulations and pay any reasonable charges as an Issuer or the Warrant Agent may prescribe
including costs of an indemnity bond, if required by an Issuer in its sole discretion.

3.5 No Fractional Plan Warrants or Shares. An Issuer shall not be required to issue fractions of Plan Warrants
upon the reissue of Plan Warrants due to any adjustments as described in Section 1.4 or otherwise. In lieu of
issuing any fractional interest, an Issuer shall round up to the nearest full Plan Warrant. If the total Plan Warrants
surrendered by exercise would result in the issuance of a fractional Share, an Issuer shall not be required to issue
a fractional Share but rather the aggregate number of Shares issuable will be rounded up to the nearest full share.
At an Issuer's sole option, an Issuer may pay the cash value of any such fractional interest in lieu of issuing
additional Shares or Plan Warrants.

                                             ARTICLE IV
                                     EXERCISE OF PLAN WARRANTS

4.1 Method of Exercise. Subject to Article V, any Plan Warrant or any multiple of Plan Warrants evidenced by
any Warrant Certificate or in Book Entry form may be exercised on or before the Expiration Date. Plan Warrants
shall be exercised by the Warrant Holder by either (i) surrendering to the Warrant Agent the Warrant Certificate
evidencing the Plan Warrants with a "Subscription and Exercise Notice," a form of which is attached hereto as
Exhibit E, duly completed and executed showing the number of Plan Warrants being exercised, or
(ii) if in Book Entry form, by delivering to the Warrant Agent a Subscription and Exercise Notice, duly completed
and executed showing the number of Book Entry Plan Warrants being exercised. In addition, the Warrant Holder
must deliver to the Warrant Agent, by certified check, or other immediately available funds or wire transfer, in U.
S. dollars ("Good Funds"), as the Warrant Agent may elect, payable to the order of the Issuer of such Plan
Warrant, the Exercise Price for each Share to be purchased. Both the Subscription and Exercise Notice relating
to a certificated Plan Warrant and a Book Entry Plan Warrants are hereinafter referred to as an "Exercise
Notice." The form of Exercise Notice may be changed from time to time and, at any time, in the discretion of the
Issuer.

4.2 Delivery of Shares. Upon receipt of the Exercise Notice and payment in Good Funds of the full Exercise
Price for the Plan Warrants that are the subject to the Exercise Notice, the Warrant Agent shall requisition the
issuance of the required Shares, and deliver such Shares in accordance with the properly documented instructions
of the Warrant Holder. The certificate for the Shares shall be deemed to be issued, and the person to whom the
Shares are issued of record shall be deemed to have become a holder of record of the Shares, as of the date of
the surrender of such properly executed Exercise Notice and payment of the Exercise Price in Good Funds,
whichever shall last occur. If however, the books of an Issuer with respect to the Shares shall be deemed to be
closed, the person to whom such Shares are issued shall be deemed to have become a record holder of such
Shares as of the date on which such books of the Issuer shall next be open (whether before, on or after the
Expiration Date). All Warrant Certificates surrendered upon exercise of Plan Warrants shall be canceled.

4.3 Unexercised Warrants. If less than all the Plan Warrants evidenced by a Warrant Certificate or Book Entry
are exercised upon a single occasion, until the Expiration Date, a new Warrant Certificate or Book Entry for the
balance of the Plan Warrants not so exercised shall be issued and delivered to or recorded in the Warrant
Holder's name, or in accordance with transfer instructions properly given by the Warrant Holder.

4.4 Escrow. Upon the exercise, or conversion of any Plan Warrant, the Warrant Agent, if not the Issuer, shall
promptly deposit the payment of the Exercise Price into an escrow account established by mutual agreement of
an Issuer and their Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow
account will be disbursed on a weekly basis to an Issuer once such funds have been determined by the Warrant
Agent to be collected funds. Once the funds are determined to be collected funds, the Warrant Agent shall take
actions to cause the certificate(s) representing the Shares issued pursuant to the exercise of the Plan Warrants to
be issued.

4.5 Expenses. Except for Section 4.6, expenses incurred by the Warrant Agent while acting in the capacity as
Warrant Agent will be paid by each Issuer. These expenses, including delivery of Share certificates to the
shareholder, will be deducted from the Exercise Price submitted prior to distribution of funds to the Issuer. The
Warrant Agent will supply a detailed account statement relating to the number of Shares exercised, names of the
registered Warrant Holder(s) and the net amount of funds remitted will be given to the applicable Issuer with each
payment.

4.6 Fees. At the time of exercise of any Plan Warrant, any cost for Share issuance and transfer fee is to be paid
by the Warrant Holder. In the event the Warrant Holder must pay such fees and fails to remit same, the Warrant
Agent, if agreed to by the Issuer, may elect to have such fee deducted from the proceeds prior to distribution to
an Issuer.

                                              ARTICLE V
                                       LIMITATIONS ON EXERCISE

5.1 Limit of Exercise. The Warrant Holder, together with the Warrant Holder's "affiliates," as such term is defined
in the Securities and Exchange Commission's rules and regulations, shall not be entitled to exercise any Plan
Warrant if, after giving effect to such exercise, the Warrant Holder and its Affiliates would beneficially own in
excess of 4.99% of the outstanding Shares of an Issuer. For purposes of the foregoing calculation, the Shares
beneficially owned by a Warrant Holder and its Affiliates or acquired by the Warrant Holder and its Affiliates,
shall include the number of Shares issuable upon exercise of such Plan Warrant with respect to which the
determination is being made, but shall exclude the number of Shares that would be issuable upon
(i) exercise of the remaining, non-exercised portion of any Plan Warrants issued by the Issuer and beneficially
owned by such Warrant Holder and its Affiliates and subject to a limitation on conversion or exercise and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of an Issuer subject to a
limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

5.2 Warrant holder Representation. Each Exercise Notice executed by a Warrant Holder shall constitute a
representation by such Warrant Holder that, after giving effect to such Exercise Notice, (i) such Warrant Holder
will not beneficially own (as determined in accordance with this Article V) in excess of 4.99% of the outstanding
Shares of an Issuer and (ii) the Warrant Holder will not have acquired, through exercise of such Plan Warrant or
otherwise, a number of Shares that, when added to the number of Shares beneficially owned by the Warrant
Holder at the beginning of the sixty (60) day period ending on and including the applicable date of exercise of
such Plan Warrant, is in excess of 4.99% of the outstanding Shares of the Issuer following the exercise during the
sixty (60) day period ending on and including the date of exercise.
5.3 Shares Outstanding. For purposes of this Article V, in determining the number of the outstanding Shares of an
Issuer, the Warrant Holder may rely on the number of outstanding Shares (i) as reflected on an Issuer's web site
or,
(ii) at such time as an Issuer is a reporting Issuer under the Exchange Act, as reflected in an Issuer's most recent
annual, quarterly or current report filed pursuant to the Exchange Act, or (iii) as reflected in its most recent public
announcement or other notice by an Issuer setting forth the number of Shares outstanding. The number of
outstanding Shares shall be determined after giving effect to exercises of such Plan Warrant (including the
exercise with respect to which this determination is being made) by the Warrant Holder.

5.4 Waiver. An Issuer, in their sole discretion, may waive the ownership and exercise limitations imposed by this
Article V in whole or in part upon receipt by the Warrant Holder of its undertaking, in form acceptable to an
Issuer in its sole discretion, including if necessary legal opinions, to fully comply with all applicable securities law
reporting requirements.

                                            ARTICLE VI
                               RIGHTS AND DUTIES OF WARRANT AGENT

6.1 Third Party Warrant Agent. If an Issuer appoints a third party Warrant Agent, which it may do in its sole
discretion, and such Warrant Agent accepts the appointment, such Warrant Agent will only accept upon the
following terms and conditions, by all of which an Issuer and every Warrant Holder by acceptance of this Plan
Warrant Agreement shall be bound:

a) Statements contained in this Agreement and in the Warrant Certificates, if such Warrant Certificates are issued,
shall be taken as statements of the Issuer. The Warrant Agent assumes no responsibility for the correctness of
any of these statements except those that describe the Warrant Agent or any action taken or to be taken by the
Warrant Agent.

b) The Warrant Agent shall not be responsible for any failures of an Issuer to comply with any of an Issuer's
covenants contained in this Agreement or in the Warrant Certificates.

c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may also be counsel for its
applicable Issuer) and the Warrant Agent shall incur no liability or responsibility to an Issuer or to any Warrant
Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with
the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the
selection and continued employment of such counsel.

d) The Warrant Agent shall incur no liability or responsibility to an Issuer or to any Warrant Holder for any action
taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or
instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

e) An Issuer agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the
Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and all other charges of any kind in nature incurred by the Warrant Agent in the execution
of this Agreement and to, except as a result of a Warrant Agent's negligence or bad faith, indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for this
Agreement.

f) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless an Issuer or one or more Warrant Holders shall furnish the Warrant
Agent with reasonable security and indemnity for any costs and expense that may be incurred in connection with
such action, suit or legal proceeding. However, this proceeding provision shall not affect the power of the
Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or under any of the Plan Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production
thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the
Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the
ratable benefit of the Warrant Holders as their respective rights or interest may appear.

g) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or
deal in any of the Plan Warrants or other securities of an Issuer or become pecuniary interested in any transaction
in which an Issuer may be interested, or contract with or lend money to an Issuer or otherwise act as fully and
freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for an Issuer or for any other legal entity.

6.2 Successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the
Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act of a party or the parties hereto. In any such event or if the name of the Warrant Agent is
changed, the Warrant Agent or its successor may adopt the countersignature of the original Warrant Agent and
may countersign the Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of
the successor Warrant Agent.

6.3 Appointment of a New Warrant Agent. A Warrant Agent may resign or be discharged by the applicable
Issuer from its duties under this Agreement, with or without cause, by one party giving notice in writing to the
other, and by giving a date when such resignation or discharge shall take effect, which, unless for cause, such
notice shall be sent at least thirty (30) days prior to the date so specified.

a) If a Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, an Issuer may
elect to act as its own Warrant Agent or shall appoint a successor to the Warrant Agent.

b) If an Issuer fails to make such election or appointment within a period of thirty (30) days after it has been
notified in writing of the resignation or incapacity of its Warrant Agent, then any Warrant Holder may apply to the
Bankruptcy Court in Phoenix, Arizona, for the appointment of a successor to the Warrant Agent.

c) Pending appointment of a successor to the Warrant Agent, either by the Issuer or by the Bankruptcy Court,
each Issuer shall carry out the duties of the Warrant Agent. After appointment, the successor Warrant Agent shall
be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the
Warrant Agent without further act or deed and the Warrant Agent shall deliver and transfer to the successor
Warrant Agent any property at the time held by it as the Warrant Agent, and execute and deliver any further
assurance, conveyance, act or deed necessary for effecting the delivery or transfer.

d) Failure to give any notice provided for in this Section 6.3, shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent.

                                           ARTICLE VII
                                CONTINGENT WARRANT HOLDER AGENT

7.1 Contingent Warrant Holder Agent. By the execution of the Warrant Acceptance and Effective Delivery
Agreement and electing Book Entry for the Plan Warrants, the accepting Warrant Holders elect also to have an
additional agent act for them only under the limited circumstances and in the manner specified in the "Contingent
Agent Agreement" attached hereto as Exhibit G (the "Contingent Agent"). If a Warrant Holder executing the
Warrant Acceptance and Effective Delivery Agreement, however, elects to receive physical delivery of the Plan
Warrants in accordance with the terms of the "Election to Certificate Agreement" as attached hereto as Exhibit F,
the electing Warrant Holder waives any of its rights and benefits to having the Contingent Agent act for them
pursuant to the Contingent Agent Agreement.

7.2 General Duties of the Contingent Agent. In the event a Warrant Holder fails to exercise a Plan Warrant
before an Expiration Date or lapse of date specified in a Redemption Notice, the Contingent Agent shall have the
rights specified in the Contingent Agent Agreement to act for the Warrant Holder with limitations and with a duty
to the Warrant Holder to remit any benefits pro rata to the Warrant Holders of all similarly affected Plan
Warrants.

7.3 Subsequent Termination of Contingent Agent. Subsequent to the execution of the Warrant Acceptance and
Effective Delivery Agreement, any Warrant Holder may elect to terminate the Contingent Agent Agreement by
notifying an Issuer in writing. Any such notice must be received before the Expiration Date of the applicable Plan
Warrant.
7.4 No Duty to Appoint a Contingent Agent. An Issuer may elect to appoint a Contingent Agent but has no duty
to do so. The terms of the Contingent Agent Agreement are controlling regarding all issues pertaining to the
Contingent Agent.

                                          ARTICLE VIII
                             RIGHTS AND DUTIES OF WARRANT HOLDERS

8.1 Rights of Warrant Holders.

a) No Warrant Holder, as such, shall have any rights as a shareholder of any Issuer, either at law or equity, and
the rights of the Warrant Holders are limited to those rights expressly provided in this Agreement or in the
Warrant Certificates, if issued. Notwithstanding any notice to the contrary, an Issuer and their Warrant Agent
may treat the registered Warrant Holder in respect to any Warrant Certificate or Book Entry or otherwise as the
absolute owner thereof for all purposes.

b) Except as otherwise specifically provided herein, no Warrant Holder shall be entitled to vote or receive
dividends or be deemed the holder of Shares of the applicable Issuer for any purpose, nor shall anything
contained in any Plan Warrant or this Agreement be construed to confer upon the Warrant Holder including but
not limited to (i) any of the rights of a stockholder of an Issuer, (ii) any right to vote, (iii) any right to give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), and
(iv) any right to receive notice of meetings or receive dividends or subscription rights prior to the issuance of the
Shares that the Warrant Holder is then entitled to receive upon the due exercise of any Plan Warrant.

c) No Plan Warrant shall be construed as imposing any liabilities on any Warrant Holder to purchase any
securities of an Issuer, whether such liabilities are asserted by an Issuer or by creditors of an Issuer.

8.2 Taxes. The Warrant Holder will pay all taxes attributable to the Plan Warrants or the initial issuance of Shares
upon exercise of the Plan Warrants, including any tax that may be payable with respect to any transfer involved in
any issue of Warrant Certificates or in the issue of any certificates of Shares upon the exercise of any Plan
Warrant in a name other than that of the Warrant Holder.

                                                    ARTICLE IX
                                                     NOTICES

9.1 Notices to Warrant Holders. Any distribution, notice or demand required or authorized by this Agreement to
be given or made by an Issuer or by a Warrant Agent to or on the Warrant Holder shall be sufficiently given or
made if sent by first class mail, postage prepaid, addressed to the Warrant Holder at their last known address as
it appears on the Plan Warrant registration books of the Issuer or the official Warrant Holder listing maintained by
the Warrant Agent.

a. Notice of Plan Warrant Changes. Except for an extension of the Expiration Date, which shall be effective when
such information is a matter of public record (or upon mailing or other means of notification agreed to by a
Warrant Holder, upon any adjustment pursuant to Sections 1.4 and 1.5, an Issuer within twenty (20) days
thereafter will (i) file with the Warrant Agent a certificate signed by an officer of the Issuer setting forth the details
of the adjustment, the method of calculation and the facts upon which the calculation is based, and (ii) provide
written notice of the adjustments to each Warrant Holder as of the record date.

b. Notice of Reorganization. If an Issuer proposes to enter into any reorganization, reclassification, sale of
substantially all of its assets, consolidation, merger, dissolution, liquidation or winding up, an Issuer will give notice
of the fact at least twenty (20) days prior to the action to all Warrant Holders. This notice shall set forth the facts
to indicate the effect of the action (to the extent the effect may be known at the date of the notice) on the Exercise
Price and the kind and amount of the Shares or other property deliverable upon exercise of the Plan Warrants.

c. Failure to Give Notice. Without limiting the obligation of an Issuer to provide notice to each Warrant Holder,
failure of an Issuer to give notice shall not invalidate corporate action taken by an Issuer.

d. Unclaimed Notices and Bad Addresses. All notices, mailings and distributions under the Plan which are
returned by the Post Office undelivered or which cannot be delivered due to the failure of the Warrant Holder to
provide the Issuers with a current address will be retained by the Issuer pursuant to
Section 5.13 of the Plan, incorporated herein by reference. The Warrant Agent or the Issuer is under no
obligation to continue notices, mailings and distributions to known undeliverable or bad addresses.

9.2 Notices to Warrant Agent and Issuers. Any notice or demand authorized by this Agreement to be given or
made by the Warrant Agent or by any Warrant Holder to or on an Issuer shall be sufficiently given or made if
sent by mail, first class, certified or registered, postage prepaid, addressed (until another address is filed in writing
by an Issuer with its Warrant Agent), to an Issuer's official headquarters address. Any notice or demand
authorized by this Agreement to be given or made by any Warrant Holder or by an Issuer to or on the Warrant
Agent shall be sufficiently given or made if sent by mail, first class, certified or registered, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with an Issuer), to the Warrant Agent's
official headquarters address.
                                                 ARTICLE X
                                              MISCELLANEOUS

10.1 Reservation of Shares. For the purpose of enabling an Issuer to satisfy its obligations to issue Shares upon
exercise of their Plan Warrants, Issuers will at all times reserve and keep available, free from preemptive rights,
out of the aggregate of its authorized but unissued shares, the full number of Shares that may be issued upon the
exercise of Plan Warrants. The Shares will, upon issue, be fully paid and non-assessable by an Issuer and free
from all liens, charges and security interest with respect to the issue thereof.

10.2 Governmental Restrictions. If any Shares issuable upon the exercise of a Plan Warrant require approval of
any governmental authority, the applicable Issuer will endeavor to secure such approval; provided that in no event
shall such Shares be issued, and an Issuer shall have the authority to suspend the exercise of all Plan Warrants,
until such approval has been obtained. If any such period of suspension continues past an Expiration Date, all
affected Plan Warrants, the exercise of which have been requested on or prior to the Expiration Date and which
were accompanied with Good Funds, shall be exercisable upon the removal of such suspension until the close of
business on the business day immediately following the expiration of such suspension. The Issuer or the Warrant
Agent shall hold any funds received during such suspension in escrow in a segregated and specified account. In
the event a governmental authority requires the modification of this Agreement, any effected Issuer may make
such modification without further agreement of any Warrant Holder. If such modification materially impacts the
rights of the Warrant Holders, such Issuer will mail a notification of such change to the affected Warrant Holders.

10.3 Supplements and Amendments. An Issuer and the Warrant Agent may from time to time supplement or
amend this Agreement without the approval of any Warrant Holders in order to cure any ambiguity or to correct
or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that an Issuer and the
Warrant Agent may deem necessary or desirable.

10.4 Assignment. A Warrant Holder may transfer and assign their rights to any Plan Warrant provided, however,
that any such assignment shall not release the Warrant Holder from their commitments and obligations hereunder
unless the obligations are formally assumed by such assignee. A Warrant Holder shall not transfer the Plan
Warrants unless the transfer is registered or exempt from registration under applicable securities laws. The
Warrant Agent may require that such Warrant Holder first obtain an opinion of counsel satisfactory to the
Warrant Agent and the Issuer that the proposed disposition or transfer does not violate securities laws. Any
transfer must specifically acknowledge that this Agreement will continue to control the Plan Warrants so
transferred.

10.5 Termination. This Agreement shall terminate at the close of business on the Expiration Date or such earlier
date upon which all Plan Warrants of all Issuers have been exercised or redeemed; provided, however, that if
exercise of any Plan Warrants are suspended pursuant to Section 10.2 and such suspension continues past the
Expiration Date, this Agreement shall terminate at the close of the business on the business day immediately
following the expiration of the suspension. The provisions of Article VI shall survive this termination.

10.6 Governing Law. This Agreement and each Plan Warrant Certificate or other evidence of ownership issued
hereunder shall be deemed to be a contract made under the laws of the state in which an Issuer is incorporated at
such time as a dispute arises and, for all purposes except as superseded by the jurisdiction of the Bankruptcy
Court, shall be construed in accordance with the laws of such State. Any disputes shall be governed by the Plan,
the Bankruptcy Court, the orders of the Bankruptcy Court pertaining to the Plan and the Bankruptcy Code.
Venue, if in state or federal court shall be the most convenient state or federal court in relationship to the
applicable Issuer's headquarters.

10.7 Successors. All the covenants and provision of this Agreement by or for the benefit of an Issuer, a Warrant
Holder or a Warrant Agent shall bind and inure to the benefit of their respective successors and assigns
hereunder.

10.8 Severability. Should any part of this Agreement for any reason be declared invalid or unenforceable, such
decision will not affect the validity or unenforceability of any remaining portion, which remaining portion will
remain in force and effect as if this Agreement had been executed with the invalid portion eliminated and it is
hereby declared the intention of the parties hereto that the parties would have executed the remaining portion of
this Agreement without including therein any such part or portion which may, for any reason, be hereafter
declared invalid or unenforceable.

10.9 Reliance. The Warrant Agent may rely on the facsimile or similar transmissions from a Warrant Holder as
original signatures and representations of the Issuer as to the names, addresses and number of Plan Warrants of
the Issuer's Warrant Holders and their ownership positions.

10.10 Construction. The parties hereto hereby acknowledge and agree that the rule of construction to the effect
that any ambiguities are to be resolved against the drafting party will not be applied to the interpretation of this
Agreement. No inference in favor of, or against, any party will be drawn from the fact that one party has drafted
any portion hereof.

10.11 Advice of Counsel. Each party hereby acknowledges that they are entitled to and have been afforded the
opportunity to consult legal counsel of their choice regarding the terms and conditions and legal effects of this
Agreement, as well as the advisability and propriety thereof. Each party hereby further acknowledges that having
so consulted with legal counsel of their choosing or having chosen not to consult, hereby waives any right to the
legal representation or effective representation and any right to raise or rely upon the lack of representation or
effective representation in any future proceedings or in connection with any future claim.

10.12 Complete Agreement; Amendment. Except as determined by the Plan, the Bankruptcy Court, the orders
of the Bankruptcy Court and the Bankruptcy Code, this Agreement sets forth the entire understanding between
the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or
written, with respect to the subject matter hereof. No other agreements, representations, warranties or other
matters, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter
hereof. This Agreement may not be modified or amended except by the mutual written agreement of the parties.

10.13 Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience
only and shall not affect the meaning or construction of any of the provisions hereof.

10.14 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original as against any party whose signature appears thereon and all of which shall
together constitute one and the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signature of all of the parties reflected hereon as
the signatories.

IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date written above.

           "WARRANT HOLDER" deemed executed in                    "ISSUERS"
           accordance with the terms of the                       VISITALK CAPITAL CORPORATON As an
           Plan and the Warrant Acceptance and                    Issuer and as Implementation Agent
           Effective Delivery Agreement,                          for the other Issuers
           attached hereto as Exhibit B and
           specifically made part hereto.

           /s/
           Signature (all record holders should sign)             By:
                                                                  Its:
                                    EXHIBIT A

                  ISSUERS COVERED BY THE PLAN WARRANT AGREEMENT

Visitalk Capital Corporation
VT Billing Services, Inc.
VT Business Products, Inc.
VT Consumer Services, Inc.
VT Financial Services, Inc.
VT Gaming Services, Inc.
VT International Corp.
VT Marketing Services, Inc.
VT Video Services, Inc.
VT Arabic Services, Inc.
VT Chinese Services, Inc.
VT Dutch Services, Inc.
VT French Services, Inc.
VT German Services, Inc.
VT Hispanos Services, Inc.
VT Italian Services, Inc.
VT Japanese Services, Inc.
VT Korean Services, Inc.
VT Portuguese Services, Inc.
                                                   EXHIBIT B

         FORM OF WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY AGREEMENT

Visitalk Capital Corporation
14647 S. 50th St., Suite 130
Phoenix, AZ 85044

Dear Sir or Madam:

A. Capitalized terms, unless defined herein, have the same meaning as defined in the warrant agreement effective
September 17, 2004 (the "Plan Warrant Agreement") or in the Second Joint Plan of Reorganization dated June
22, 2004, confirmed by the United States Bankruptcy Court for the District of Arizona related to Case No. 00-
13035-PHX-RTB (the "Plan") of visitalk.com, Inc. ("Visitalk"). The Undersigned represents that they have
reviewed the Plan Warrant Agreement and the Plan and have had the opportunity to ask questions regarding their
terms and restrictions.

B. Each Issuer is required under the Plan to issue certain warrants to various claimants categorized under the Plan
(the "Plan Warrants"). Such Plan Warrants are defined in the Plan and governed in accordance with the Plan
Warrant Agreement.

C. The Undersigned, , hereby tenders this Warrant Acceptance and Effective Delivery Agreement (the
"Acceptance Agreement") to Visitalk Capital Corporation, as an Issuer and as the Implementation Agent for the
other Issuers, and unless an executed "Election to Certificate Agreement" is attached, hereby elects to have all of
their Plan Warrants issued in Book Entry form.

D. This Acceptance Agreement has been duly authorized by all necessary action on the part of the Undersigned
and, if necessary, this Acceptance Agreement has been duly executed by an authorized officer or representative
of the Undersigned and such person is a legal officer or representative of the Undersigned and this Acceptance
Agreement is enforceable in accordance with its terms.

E. IF PHYSICAL DELIVERY OF THE PLAN WARRANT CERTIFICATES IS DESIRED, PLEASE AND
RETURN SIGN BOTH THIS ACCEPTANCE AGREEMENT AND ALSO SIGN AND RETURN THE
"ELECTION TO CERTIFICATE AGREEMENT, " ATTACHED TO THE PLAN WARRANT
AGREEMENT AS EXHIBIT F, ALONG WITH A CHECK FOR THE CERTIFICATE ISSUE FEE AS SET
FORTH THEREIN.

BY EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED
EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND
EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE
REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.

           WARRANT HOLDER ACCEPTED AND AGREED:                   ISSUER ACCEPTANCE
           WARRANT HOLDER **                                     VISITALK CAPITAL CORPORATON, as an
                                                                 Issuer and as Implementation Agent
                                                                 for the other Issuers


           Signatures (all record holders should sign)           By:




Its:

         ** NOTE - IF THE PLAN WARRANTS ARE BEING ACCEPTED BY AN "ENTITY",
       WARRANT HOLDER MUST SIGN THE CERTIFICATE OF AUTHORITY ON EXHIBIT B-2
                                                     EXHIBIT B-2

                                   CERTIFICATE OF AUTHORIZATION
                      (to be completed if the Plan Warrants are being accepted by an "Entity")

I hereby certify that ("Entity")


                            (name of company, trust, partnership or other form of entity)

is a organized and existing under and by virtue of the laws of


                                                       (entity type)

the State of and its tax ID number is
(state) (federal tax ID or SS #) and it is currently in good standing and its charter in full force and effect. I further
certify that the and/or the
(title) (title) are fully authorized and empowered to make , execute and deliver any and all written instruments
necessary or proper to effectuate the authority hereby conferred. I further certify that now is the
(name) the and is now the .
(title) (name) (title) I further certify that the officers set forth herein, or any one of them, are duly authorized by the
Entity to execute and carry out the terms of the Warrant Acceptance and Effective Delivery Agreement and
certify further that the Warrant Acceptance and Effective Delivery Agreement has been duly and validly executed
on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

            Dated this             day of           , 200.              Signature of certifying officer
                                                                       (MUST NOT BE SIGNED BY OFFICER
                                                                        AUTHORIZED TO ACT)

                                                                       Title of certifying officer
                                                EXHIBIT C

                       FORM OF CLAIM HOLDER OWNERSHIP SCHEDULE

The Plan Warrants specified below are only valid if the specific named Claim Holder named herein, or a proper
assignee, has executed a Warrant Acceptance and Effective Delivery Agreement ("Acceptance Agreement")
prior to March 31, 2006 and such agreement has been received by Visitalk Capital Corporation as the agent of
the Issuers no later than April 15, 2006.

CLAIM HOLDER:

                                                         Investment   in   Series   A:      $
                                                         Investment   in   Series   B:      $
                                                         Investment   in   Series   C:      $
                                                         Investment   in   Series   _____       $

                 PLAN ALLOWED CLAIM:        $____________
                 PLAN CLASS:                    ____________

                 Issuers                             Unit #             Warrant Units**

                 Visitalk Capital Corporation        ______             _____________
                 VT Billing Services, Inc.           ______             _____________
                 VT Business Products, Inc.          ______             _____________
                 VT Consumer Services, Inc.          ______             _____________
                 VT Financial Services, Inc.         ______             _____________
                 Dynamic Biometric Systems, Inc.     ______             _____________
                 VT International Corp.              ______             _____________
                 VT Marketing Services, Inc.         ______             _____________
                 VT Video Services, Inc.             ______             _____________
                 VT Arabic Services, Inc.            ______             _____________
                 VT Chinese Services, Inc.           ______             _____________
                 VT Dutch Services, Inc.             ______             _____________
                 VT French Services, Inc.            ______             _____________
                 VT German Services, Inc.            ______             _____________
                 VT Hispanos Services, Inc.          ______             _____________
                 VT Italian Services, Inc.           ______             _____________
                 VT Japanese Services, Inc.          ______             _____________
                 VT Korean Services, Inc.            ______             _____________
                 VT Portuguese Services, Inc.        ______             _____________




** A Warrant Unit consists of consist of one A Warrant, one B Warrant, one C Warrant, one D Warrant, one E
Warrant and one F Warrant.
                                                   EXHIBIT D

            FORM OF WARRANT CERTIFICATE OR WARRANT UNIT CERTIFICATE

                                               NAME OF ISSUER

          Plan Warrants to Purchase __________ Shares             Warrant Series ___ - Number_____
          Plan Warrant Expiration Date ______________           Per Warrant Exercise Price $____.00

          THIS IS TO CERTIFY that,                                                 or registered




assigns, is the registered holder ("Warrant Holder") of the number of warrants ("Plan Warrants") set forth above.
Each Plan Warrant entitles the Warrant Holder to purchase, subject to the terms and conditions in this certificate
and set forth in a warrant agreement effective September 17, 2004, (the "Plan Warrant Agreement") which is
hereby incorporated herein and made a part hereof, at any time on or after September 17, 2004, and at or prior
to the close of business on the Expiration Date, but not thereafter, unless the Plan Warrant is earlier Called or the
Plan Warrant Expiration Date is extended by the Issuer, one fully paid and non-assessable share of the Issuer's
common stock ("Share"), or equivalent security of any successor thereto, at a purchase price equal to the
Exercise Price set forth above, as adjusted, in accordance with the Plan Warrant Agreement. Capitalized terms
herein have the same meaning as in the Plan Warrant Agreement, which is controlling.

Upon (i) exercise and satisfaction of one or more conditions precedent set forth herein and in the Plan Warrant
Agreement, (ii) presentation and surrender to the Issuer or the Warrant Agent, or its successor, a Warrant
Certificate with a Subscription and Exercise Notice duly executed, and (iii) accompanied by payment of the
purchase price in Good Funds payable to the order of the Issuer, the Warrant Holder will receive one or more
certificates of Shares or equivalent securities so purchased. Issuance of fractional shares is governed by the Plan
Warrant Agreement.

The Issuer covenants and agrees that all Shares delivered upon the exercise of these Plan Warrants will, upon
delivery, be fully paid and non-assessable. The Plan Warrants shall not be exercisable in any jurisdiction where
exercise would be unlawful. The Issuer shall not be required to honor the exercise of the Plan Warrants if, in the
opinion of its Board of Directors, upon advice of counsel, the issuance of Shares upon exercise of the Plan
Warrants would be unlawful. The number of Shares, or other equivalent equity security, issuable upon the
exercise of these Plan Warrants and the Exercise Price shall be subject to adjustment from time to time, in certain
events, as set forth in the Plan Warrant Agreement.

The Issuer agrees at all times to reserve or hold available, or cause to reserve or hold available, a sufficient
number or Shares, or other equivalent equity security, to cover the number of Shares, or other equivalent equity
security, issuable upon the exercise of these and all other Plan Warrants of like tenor then outstanding.

This Warrant Certificate does not entitle the Warrant Holder hereof, either at law or in equity, to any voting rights
or other rights as a shareholder of the Issuer, or to any other rights whatsoever except the rights expressly herein
set forth, and no dividend shall be payable or accrue in respect of these Plan Warrants or the interest represented
hereby, or the Shares that may be purchased upon exercise hereof until or unless, and except to the extent that,
these Plan Warrants shall be duly exercised.

This Warrant Certificate is exchangeable at any time prior to expiration upon the surrender hereof by the Warrant
Holder to the Warrant Agent for one or more new Warrant Certificates of like tenor and date representing in the
aggregate the right to purchase the number of Shares that may be purchased upon exercise hereof, each of the
new Warrant Certificates to represent the right to purchase the number of Shares as may be designated by the
Warrant Holder at the time of the surrender. Any issuance or transfer costs related to this Warrant Certificate
shall be paid by the Warrant Holder.

The Issuer may deem and treat the Warrant Holder of this Warrant Certificate at any time as the absolute owner
hereof and of the Plan Warrants covered hereby for all purposes and shall not be affected by any notice to the
contrary.

The Plan Warrants evidenced by this Warrant Certificate are subject to the terms of the Plan Warrant Agreement
which is available at the principal corporate office of the Warrant Agent or the Issuer. The Plan Warrant
Agreement is incorporated herein by reference and made a part hereof and reference is hereby made to the Plan
Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Warrant Agent, the Issuers and the Warrant Holders of the Plan Warrants.

If a Third Party Warrant Agent has been appointed, this Warrant Certificate shall not be valid or obligatory for
any purpose unless countersigned by the Warrant Agent.

In Witness Whereof, the Issuer has caused this Warrant Certificate to be executed by its duly authorized officer,
and the corporate seal hereunto affixed.

                                                    ISSUER

                               Dated:                                  By:
                                                                        President


                                                                       By:
                                                                        Secretary
                                                  EXHIBIT D-1

                                           ASSIGNMENT FORM

To assign this Plan Warrant or a Book Entry Plan Warrant, fill in the form below:

          I or we assign and transfer                     of my Plan Warrant rights under
          Warrant Series          (indicate A through F or U for unit) - Certificate or
          Book Entry No.          to: (must include Assignee's Social Security or EIN No.
          below)

                                                                 ("Assignee")
          -------------------------------------------------------------------




(Print or type assignee's name


(Print or type assignee's address and zip code)

Federal Tax ID or Social Security Number(s):_______________________

and irrevocably appoint as agent to transfer this Plan Warrant on the books of the Issuers. The agent may
substitute another to act for him.

I REPRESENT THAT THE ASSIGNEE RECEIVED AND HAS AGREED TO BE BOUND BY ALL THE
TERMS OF THE PLAN WARRANT AGREEMENT DATED SEPTEMBER 17, 2004 GOVERNING THIS
PLAN WARRANT.

           Date:                                    Signature:
                                                     (Sign exactly as your name appears on the
                                                      other side of this Warrant Certificate)




Signature Guarantee **:___________________________________

By_________________________________

       ** - THE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
                                  INSTITUTION

(A BANK, STOCKBROKER, SAVINGS AND LOAN ASSOCIATION OR CREDIT UNION WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934.
                                                  EXHIBIT E

                        FORM OF SUBSCRIPTION AND EXERCISE NOTICE

(To be completed and signed only upon an exercise of a Plan Warrant(s) in whole or in part)

ISSUER:

Dear Sir or Madam:

A. Capitalized terms, unless defined herein, have the same meaning as defined in the warrant agreement effective
September 17, 2004 (the "Plan Warrant Agreement") or in the Second Joint Plan of Reorganization dated June
22, 2004, confirmed by the United States Bankruptcy Court for the District of Arizona related to Case No. 00-
13035-PHX-RTB (the "Plan") of visitalk.com, Inc. ("Visitalk"). The Undersigned represents that they have
reviewed the Plan Warrant Agreement and the Plan and have had the opportunity to ask questions regarding their
terms and restrictions.

B. The Undersigned, , the Warrant Holder of the attached Plan Warrant or Book Entry Plan Warrant designated
as , hereby irrevocably elects to exercise the purchase right represented by such Plan Warrants for, and to
purchase from the Issuer, Shares, and herewith makes a payment of $ in Good Funds, as such terms are defined
in the Plan Warrant Agreement,. (Payment = Plan Warrants exercised x Exercise Price).

C. IMPORTANT NOTICE REGARDING OWNERSHIP LIMITATIONS. This Subscription and Exercise
Notice is governed by Article V of the Plan Warrant Agreement and is a specific representation by the
Undersigned that, after giving effect to this Exercise Notice, (i) the Warrant Holder and its Affiliates will not
beneficially own in excess of 4.99% of the outstanding Shares of the Issuer and (ii) the Warrant Holder will not
have acquired, through exercise of this Plan Warrant or otherwise, a number of Shares that, when added to the
number of Shares beneficially owned by the Warrant Holder at the beginning of the 60-day period ending on and
including the applicable date of exercise of these Plan Warrants, is in excess of 4.99% of the outstanding Shares
of an Issuer.

D. The Undersigned hereby requests that the Certificate for the Shares be issued in the following name and
delivered to the following address:

                                   (Print or type name, address and zip code)

E. If this Subscription and Exercise Notice is for an exercise of the Plan Warrants to purchase fewer the
maximum Shares to which the Undersigned is entitled under the Plan Warrants tendered, the Undersigned hereby
requests that new Plan Warrants for the remaining Plan Warrants be issued in the following name and delivered to
the following address:

                                   (Print or type name, address and zip code)

F. This Subscription and Exercise Notice has been duly authorized by all necessary action on the part of the
Undersigned and, if necessary, this Subscription and Exercise Notice has been duly executed by an authorized
officer or representative of the Undersigned and such person is a legal officer or representative of the
Undersigned and this Subscription and Exercise Notice is enforceable in accordance with its terms.

          BY EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT THE ISSUER IS RELYING UPON
          THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN
          COMPLYING WITH ITS OBLIGATIONS.

          WARRANT HOLDER ACCEPTED AND AGREED:                 ISSUER ACCEPTANCE

          WARRANT HOLDER **

          Signatures (all record holders should sign)          By:




Its:
  ** NOTE - IF THE PLAN WARRANTS ARE BEING ACCEPTED BY AN "ENTITY",
WARRANT HOLDER MUST SIGN THE CERTIFICATE OF AUTHORITY ON EXHIBIT E-2
                                                     EXHIBIT E-2

                                   CERTIFICATE OF AUTHORIZATION
                      (to be completed if the Plan Warrants are being accepted by an "Entity")

I hereby certify that ("Entity")


                            (name of company, trust, partnership or other form of entity)

is a organized and existing under and by virtue of the laws of


                                                       (entity type)

the State of and its tax ID number is
(state) (federal tax ID or SS #) and it is currently in good standing and its charter in full force and effect. I further
certify that the and/or the
(title) (title) are fully authorized and empowered to make , execute and deliver any and all written instruments
necessary or proper to effectuate the authority hereby conferred. I further certify that now is the
(name) the and is now the .
(title) (name) (title) I further certify that the officers set forth herein, or any one of them, are duly authorized by the
Entity to execute and carry out the terms of the Subscription and Exercise Notice and certify further that the
Subscription and Exercise Notice has been duly and validly executed on behalf of the Entity and constitutes a
legal and binding obligation of the Entity.

            Dated this             day of           , 200.              Signature of certifying officer
                                                                       (MUST NOT BE SIGNED BY OFFICER
                                                                        AUTHORIZED TO ACT)

                                                                       Title of certifying officer
                                                  EXHIBIT F

                       FORM OF ELECTION TO CERTIFICATE AGREEMENT

Visitalk Capital Corporation
14647 S. 50th St., Suite 130
Phoenix, AZ 85044

Dear Sir or Madam:

A. Capitalized terms, unless defined herein, have the same meaning as defined in the warrant agreement effective
September 17, 2004 (the "Plan Warrant Agreement") or in the Second Joint Plan of Reorganization dated June
22, 2004, confirmed by the United States Bankruptcy Court for the District of Arizona related to Case No. 00-
13035-PHX-RTB (the "Plan") of visitalk.com, Inc. ("Visitalk"). The Undersigned represents that they have
reviewed the Plan Warrant Agreement and the Plan and have had the opportunity to ask questions regarding their
terms and restrictions.

B. The Undersigned, ____________________________________________, by executing this Election to
Certificate Agreement, hereby elects to have all its Plan Warrants issued in certificated form. The Plan Warrants
requested will be issued in Units consisting of one A Warrant, one B Warrant, one C Warrant, one D Warrant,
one E Warrant and one F Warrant for each Issuer, in accordance with the Plan Warrant Agreement and as
authorized under the Plan.

C. THE UNDERSIGNED IS ENCLOSING A CHECK FOR $285.00 (19 CERTIFICATES X $15.00 PER
CERTIFICATE ISSUANCE FEE) PAYABLE TO VISITALK CAPITAL CORPORATION AS THE
IMPLEMENTATION AGENT FOR THE ISSUERS.

D. The Undersigned understands and acknowledges that, by electing to receive physical delivery of the Plan
Warrants:

a. the Undersigned waives any of the rights and benefits to having the Contingent Agent act for them pursuant to
the Contingent Agent Agreement, and

b. transfer fees will be imposed upon any future transfers or changes in the Units. For example, if the Undersigned
desires to exercise only the A Warrants, the Undersigned will have to submit the Unit certificate and pay a fee to
issue a new Unit certificate.

E. This Election to Certificate Agreement has been duly authorized by all necessary action on the part of the
Undersigned and, if necessary, this Election to Certificate Agreement has been duly executed by an authorized
officer or representative of the Undersigned and such person is a legal officer or representative of the
Undersigned and this Election to Certificate Agreement is enforceable in accordance with its terms.

BY EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT VISITALK CAPITAL
CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS
OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.

           WARRANT HOLDER ACCEPTED AND AGREED:                  ISSUER ACCEPTANCE
                                                                VISITALK CAPITAL CORPORATON, as an
           WARRANT HOLDER **                                    Issuer and as Implementation Agent
                                                                for the other Issuers


           Signatures (all record holders should sign)          By:




Its:

         ** NOTE - IF THE PLAN WARRANTS ARE BEING ACCEPTED BY AN "ENTITY",
       WARRANT HOLDER MUST SIGN THE CERTIFICATE OF AUTHORITY ON EXHIBIT F-2
                                                     EXHIBIT F-2

                                   CERTIFICATE OF AUTHORIZATION
                      (to be completed if the Plan Warrants are being accepted by an "Entity")

I hereby certify that ("Entity")


                            (name of company, trust, partnership or other form of entity)

is a organized and existing under and by virtue of the laws of


                                                       (entity type)

the State of and its tax ID number is
(state) (federal tax ID or SS #) and it is currently in good standing and its charter in full force and effect. I further
certify that the and/or the
(title) (title) are fully authorized and empowered to make , execute and deliver any and all written instruments
necessary or proper to effectuate the authority hereby conferred. I further certify that now is the
(name) the and is now the .
(title) (name) (title) I further certify that the officers set forth herein, or any one of them, are duly authorized by the
Entity to execute and carry out the terms of the Election to Certificate Agreement and certify further that the
Election to Certificate Agreement has been duly and validly executed on behalf of the Entity and constitutes a
legal and binding obligation of the Entity.

            Dated this             day of           , 200.              Signature of certifying officer
                                                                       (MUST NOT BE SIGNED BY OFFICER
                                                                        AUTHORIZED TO ACT)

                                                                       Title of certifying officer
                                                   EXHIBIT G

                            FORM OF CONTINGENT AGENT AGREEMENT

This Contingent Agent Agreement (the "Agreement") is made effective as of the day last executed by and among
the Issuer (the "Issuer") and an agent, (the "Contingent Agent"), whose name and address appear on the signature
page hereto.

                                                   RECITALS

A. The Issuer, pursuant to the confirmed and effective Second Joint Plan of Reorganization dated June 22, 2004
filed with the United States Bankruptcy Court for the District of Arizona related to Case No. 00-13035-PHX-
RTB (the "Plan") of visitalk.com, Inc. and other Co-Proponents (jointly "Visitalk"), has issued certain warrants to
various claimants under the Plan (the "Plan Warrants") in accordance with the Plan and a warrant agreement
effective September 17, 2004 (the "Plan Warrant Agreement").

B. Capitalized terms, unless defined herein, have the same meaning as defined in the Plan Warrant Agreement or
the Plan.

C. The Plan Warrants are all subject to redemption by the Issuer in its sole discretion and have a fixed Expiration
Date that may be extended by the Issuer in its sole discretion.

D. The Plan Warrant Agreement authorizes the Issuer to, in its sole discretion; provide the registered warrant
holders of the certain Plan Warrants (the "Warrant Holders") with a Contingent Agent to act for such Warrant
Holders to attempt to maximize the value of the Plan Warrants for such Warrant Holders under certain limited
circumstances.

E. The Plan Warrant Agreement allows any Holder to elect in writing not to be bound by this Agreement so that
any references to Warrant Holders herein only pertain to the Warrant Holders who have not elected out of this
Agreement. The Plan Warrants of any Warrant Holder covered by this Agreement must have been exempt from
registration under Section 1145 of the Bankruptcy Code by meeting such requirements.

                                                AGREEMENTS

NOW, THEREFORE, in consideration of the above recitals, the following representations, warranties, covenants
and conditions, and other good and valuable consideration, the receipt of which is acknowledged, the Parties
agree as follows:

                                    ARTICLE I
                 APPOINTMENT OF WARRANT HOLDER CONTINGENT AGENT

1.1 Appointment. Subject to the limitations in this Agreement, the Issuer hereby appoints the Contingent Agent to
perform limited services for the Warrant Holders.

1.2 Qualifications. The Contingent Agent agrees to be bound by the terms of this Agreement, and this Agreement
may be modified to clarify its intent and the duties and responsibilities of the Contingent Agent. The Contingent
Agent must be a licensed broker-dealer.

1.3 Resignation or Removal of the Contingent Agent. The Contingent Agent may resign its duties and be
discharged from all further duties and liabilities hereunder after giving thirty (30) days notice in writing to the
Issuer; provided that such shorter notice may be given, as such Issuer shall accept as sufficient. At any time, the
Issuer, upon notice and with or without cause, may remove the Contingent Agent. In the event the office of the
Contingent Agent shall become vacant by resignation or incapacity to act or otherwise, the Issuer may, but is not
required to, appoint in writing a new Contingent Agent in place of the Contingent Agent vacating the office.

1.4 Successor Contingent Agent. Upon appointment, which requires the execution of a form of this Agreement,
any successor Contingent Agent shall be vested with the same powers, rights, duties, responsibilities and
immunities as if such agent had been originally named as Contingent Agent. If for any reason it becomes
necessary or expedient to execute any further assurance, conveyance, act or deed, the same shall be done at the
expense of the Issuer. Subject to the foregoing provisions, any corporation into which any Contingent Agent may
be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to
which any Contingent Agent is a party shall be the successor Contingent Agent under this Agreement without any
further act. Hereinafter, any reference to the Contingent Agent shall apply to any properly elected successor
Contingent Agent.

                                 ARTICLE II
  RIGHTS AND DUTIES OF THE CONTINGENT AGENT IN THE EVENT OF NON-EXERCISE

2.1 General Duties. The Contingent Agent will act for the Warrant Holders to sell the Plan Warrants or the shares
of common stock issued through the exercise of the Plan Warrants (the "Shares") to attempt to maximize the
value of the Expired Warrants, as defined in paragraph 2.2. The Contingent Agent's decisions regarding
negotiation of Share prices or Plan Warrant prices, in public or private sales, unless grossly negligent, are deemed
to be reasonable. The Contingent Agent has the right but not the obligation to exercise the rights in this Article
and the Contingent Agent's good faith exercise of these rights shall be in its sole discretion.

2.2 Contingent on the Expiration of Time to Exercise. In the event Plan Warrants expire due to either a
redemption Call of any specific Series of Plan Warrants as provided in the Plan Warrant Agreement or upon
occurrence of any Expiration Date (the "Expired Warrants"), the Warrant Holder and Issuer of each such Plan
Warrant hereby grant the Contingent Agent special rights as provided in this Agreement to maximize the potential
value of any such Expired Warrants but only after the date specified in the Redemption Notice or after the
Expiration Date.

2.3 Limited Extension of Exercise Date. Only if there is a Contingent Agent and only if the Expired Warrants are
in Book Entry form, the Issuer will extend the period any Expired Warrants may be exercised for an additional
thirty (30) days after the Redemption Date specified in the Redemption Notice or after the Expiration Date (the
"Special Exercise Period"). Only during this Special Exercise Period, may the Contingent Agent exercise any
amount of Expired Warrants as allowed under this Agreement, subject to the limitation in Article 3.2 below, and
only for the benefit of all the Warrant Holders of all the Expired Warrants (the "Covered Holders"). The
Contingent Agent may also sell any amount of the Expired Warrants for the benefit of all the Covered Holders
and may assign the Special Exercise Period right to the buyer of any such Expired Warrants, subject to the
limitation in Article 3.2 below. This grant of a Special Exercise Period to the Contingent Agent in no way grants
any Warrant Holder additional time to exercise.

2.4 Distribution of Proceeds from Sale or Exercise. In the event that the Contingent Agent exercises its rights
under this Article, the Contingent Agent will accumulate the proceeds received from the sale of Expired Warrants
or Shares in a specifically established trust account (the "Trust Account") and will deduct the Fees and Expenses
(as defined below) to derive the net proceeds ("Net Proceeds"). The beneficiaries of such Trust Account are the
Warrant Holders of all the Expired Warrants. Within ten (10) business days of the expiration of the Special
Exercise Period, the Contingent Agent shall distribute the Net Proceeds pro rata to all the Covered Holders.
Payment of the Net Proceeds will be accompanied by a summary accounting of the receipts, expenses and fees.
The distribution to any Covered Holder will equal the Net Proceeds multiplied by a fraction that equals the
Expired Warrants the Covered Holder could have exercised prior to the Expiration Date divided by all Expired
Warrants that could have been exercised by all Covered Holders prior to the Expiration Date.

2.5 Contingent Agent's Fees and Expenses. The Contingent Agent's Fees and Expenses shall include (i) all
reasonable expenses incident to the performance of or compliance with its obligations under this Agreement; (ii)
all costs and expenses incurred by the Contingent Agent (including all transfer taxes, brokerage and other
discounts and commissions and finders' and similar fees payable in respect to the sales of the Expired Warrants
or Shares issued upon the exercise of the Expired Warrants, and (iii) a Contingent Agent commission equal to a
percentage of the gross sale proceeds as negotiated by the Issuer from time to time.

                                          ARTICLE III
                              LIMITATION AND METHOD OF EXERCISE

3.1 Method of Exercise. In the event the Contingent Agent elects to exercise Plan Warrants and sell the Shares
so received, the Issuer and the Contingent Agent agree that the Contingent Agent can instruct the selling broker
to remit the Exercise Price directly to the Issuer with the remaining proceeds being delivered to the Contingent
Agent for deposit to the Trust Account. The Issuer agrees that in its sole discretion, upon the sale confirmation
and upon coordination with any broker, the Issuer may cause the Shares to be delivered simultaneously with the
receipt of the Exercise Price.

3.2
Limitation on Ownership.

(a) Notwithstanding anything to the contrary contained herein, unless specifically waived and approved by the
Issuer in writing, the number of Expired Warrants subject to this Agreement shall not be in excess of 4.99% of
the outstanding shares of common stock of the Issuer. For purposes of this paragraph, the number of outstanding
shares of common stock will be ascertained from the Issuer's transfer agent as of the close of business of the
Expiration Date of the subject Plan Warrants. The number of outstanding shares of common stock shall be
determined after giving effect to the Shares not yet issued as a result of the exercise of Plan Warrants on or prior
to the Expiration Date, including the exercise with respect to this determination.

(b) The Contingent Agent may transfer and assign its rights to any Expiring Warrants of the Issuer provided,
however, that any such assignment shall require that all such obligations in the Plan Warrant Agreement regarding
limitation of ownership are formally assumed by the assignee.

3.3 Grant by the Warrant Holder of Limited power of attorney. The Contingent Agent shall be the sole attorney
in fact of the Warrant Holders to exercise or sell any Expired Warrants held in the name of the Warrant Holder
throughout the Special Exercise Period.

3.4 Special accounts. The Contingent Agent has the right and authority to open a special brokerage account or
other financial institution account to maintain the securities or proceeds and to facilitate transactions. Such
accounts will be a fiduciary account for the Covered Holders.

                                          ARTICLE IV
                               CONCERNING THE CONTINGENT AGENT

4.1 Actions by Contingent Agent. The Contingent Agent may, for the execution of the duties and in the execution
of the powers conferred upon it, appoint or employ as agents or representatives or otherwise any solicitors,
counsel, bankers, brokers, accountants, clerks or inspectors or other agents, and all reasonable expenses and
disbursements made and incurred by the Contingent Agent in connection with the execution of its duties
hereunder will be included as Fees and Expenses as provided in Section 2.5 above.

4.2 Exculpatory Provisions. In order to induce the Contingent Agent to act hereunder, the Issuer and each
Warrant Holder, by not electing out of this Agreement, agree that:

(a) The Contingent Agent shall be entitled to take legal or other advice and employ such assistance as it may
deem necessary to the proper discharge of its duties hereunder and to pay proper and reasonable compensation
therefore and may in connection with any matter relating to this Agreement, act on the opinion or advice or
information obtained from any attorney, auditor or other expert, whether obtained by the Contingent Agent, the
Issuer or otherwise and shall not be responsible for any loss occasioned by acting thereon;

(b) Whenever in the administration of its duties under this Agreement, the Contingent Agent shall deem it
necessary or desirable that any matter be provided or established by the Issuer prior to taking or suffering any
action hereunder, such matter (unless other evidence is specifically prescribed) may be deemed to be conclusively
proved and established by a certificate of an executive officer of the Issuer delivered to the Contingent Agent and
such certificate shall be full justification and cause to the Contingent Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement; but in its discretion, the Contingent Agent may in lieu
thereof accept other evidence of such fact or matter or may require such further or additional evidence as the
Contingent Agent may deem reasonable;

(c) The Contingent Agent shall be liable hereunder only for its own negligence or willful misconduct;

(d) The Contingent Agent shall not be liable for or by reason of any of the statements of facts or recitals
contained in this Agreement or in the Plan Warrant Agreement or be required to verify the same and all such
statements and recitals are and shall be deemed to have been made by the Issuer only;
(e) The Contingent Agent shall not be under any responsibility in respect of the validity of this Agreement or the
execution and delivery hereof or in respect of the validity of the execution or exercise of any Plan Warrant
covered hereunder; nor shall the Contingent Agent be responsible for any breach by the Issuer of any covenant
or condition contained in this Agreement or in any such Plan Warrant; nor shall the Contingent Agent by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares
to be issued upon the right of purchase provided for in the Plan Warrant Agreement or in any Warrant or as to
whether any shares will, when issued, be duly authorized or be validly issued and fully paid and non-assessable, it
being hereby agreed and declared that as to all the matters and things referred to in this subparagraph the duty
and responsibility shall rest upon the Issuer and not upon the Contingent Agent and the failure of the Issuer to
discharge any such duty and responsibility shall not in any way render the Contingent Agent liable or place upon it
any duty or responsibility for breach of which it would be liable;

(f) Except as in this Agreement expressly provided, the Contingent Agent acts hereunder solely for the benefit of
the Warrant Holders and does not assume any fiduciary or other relationship or agency or trust for or with the
Issuer. The duties and obligations of the Contingent Agent under this Agreement shall be determined solely by the
provisions hereof, and no implied covenants or obligations shall be read into this Agreement against the
Contingent Agent.

4.3 Indemnification. Provided the Contingent Agent carries out its duties, within its discretion as provided under
this Agreement, the Issuer will indemnify and hold harmless the Contingent Agent from and against any claim,
action or loss resulting from the performance of its duties hereunder.

4.4 Modification of Agreement. The Contingent Agent may, without the consent or concurrence of the Warrant
Holders by supplemental agreement or otherwise, concur with the Issuer in making any modifications or
corrections to this Agreement as to which it shall have been advised by counsel (who may but need not also be
counsel for the Issuer) that the same are not prejudicial to the rights of the Warrant Holders as indicated by the
general sense or intent of the original language and are required for the purpose of curing or correcting the
inconsistent provision or clerical omission or mistake or manifest error herein. The Issuer or the Contingent Agent
may request a modification of the Agreement by a majority of the Warrant Holders, voting in person or by proxy.

                                                 ARTICLE V
                                              MISCELLANEOUS

5.1 Successors and Assigns. This Agreement shall be binding upon the heirs, successors and assigns of the
Warrant Holders and the Issuers.

5.2 Severability. Should any part of this Agreement for any reason be declared invalid or unenforceable, such
decision will not affect the validity or unenforceability of any remaining portion, which remaining portion will
remain in force and effect as if this Agreement had been executed with the invalid portion eliminated and it is
hereby declared the intention of the parties hereto that the parties would have executed the remaining portion of
this Agreement without including therein any such part or portion which may, for any reason, be hereafter
declared invalid or unenforceable.

5.3 Reliance. The Contingent Agent may rely on facsimile or similar transmissions from the Warrant Holders as
original signatures and representations of the Issuer as to the names, addresses and number of Plan Warrants of
the Warrant Holders.

5.4 Governing Law. This Agreement and shall be deemed to be a contract made under the laws of the state in
which an Issuer is incorporated at such time as a dispute arises and, for all purposes except as superseded by the
jurisdiction of the Bankruptcy Court, shall be construed in accordance with the laws of such State. Any disputes
shall be governed by the Plan, the Bankruptcy Court, the orders of the Bankruptcy Court pertaining to the Plan
and the Bankruptcy Code. Venue, if in state or federal court, shall be the most convenient state or federal court in
relationship to the applicable Issuer's head quarters.

5.5 Construction. The parties hereto hereby acknowledge and agree that the rule of construction to the effect that
any ambiguities are to be resolved against the drafting party will not be applied to the interpretation of this
Agreement. No inference in favor of, or against, any party will be drawn from the fact that one party has drafted
any portion hereof.
5.6 Advice of Counsel. Each party hereby acknowledges that they are entitled to and have been afforded the
opportunity to consult legal counsel of their choice regarding the terms and conditions and legal effects of this
Agreement, as well as the advisability and propriety thereof. Each party hereby further acknowledges that having
so consulted with legal counsel of their choosing or having chosen not to consult, hereby waives any right to such
legal representation or effective representation and any right to raise or rely upon the lack of representation or
effective representation in any future proceedings or in connection with any future claim.

5.7 Complete Agreement; Amendment. This Agreement sets forth the entire understanding between the parties
hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with
respect to the subject matter hereof. No other agreements, representations, warranties or other matters, whether
oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This
Agreement may not be modified or amended except by the mutual written agreement of the parties.

5.8 Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience
only and shall not affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, this Agreement has been executed as of the date last executed below.

                         ISSUER                                       CONTINGENT AGENT

                         By:                                          By:
                         Name:                                        Name:
                         Its:                                         Its:
                         Date:                                        Date:
                                                                      Address:
                                  VISITALK CAPITAL CORPORATION
                                     14647 South 50th Street, Suite 130
                                            Phoenix, AZ 85044
                                  Phone: 480-759-9400 Fax: 480-759-9401
                                           www.visitalkcapital.com

MICHAEL S. WILLIAMS
President & Chief Portfolio Officer
480-759-9400 x100
mike.williams@visitalkcapital.com

LANNY R. LANG
Chief Financial Officer
480-759-9400 x101
lanny.lang@visitalkcapital.com

IVAN TEODOROVIC
Investor Relations
480-759-9400 x1

ivan.teodorovic@visitalkcapital.com
AGREEMENT FOR SECURED LINE OF CREDIT

THIS AGREEMENT FOR SECURED LINE OF CREDIT ("Agreement") is made and entered into effective as
of the 27th day of December 2004, by and between Dynasig Corporation, an Arizona corporation with a place
of business at 14362 North Frank Lloyd Wright Blvd., Scottsdale, AZ 85260 ("Maker") and Visitalk Capital
Corporation, an Arizona corporation, with a place of business at 14647 S. 50th Street, Suite 130, Phoenix,
Arizona 85044 ("Lender").

                                                    RECITALS

A. Maker desires to obtain funding in anticipation of additional equity funding.

B. Lender may be willing to provide the additional financing needed by Maker up to $100,000 through a line of
credit on a secured basis, pursuant to the terms and conditions of this Agreement (the "Line of Credit"); and

C. A necessary precondition for Lender entering into this Agreement is for the Maker to execute this Agreement,
a Security Agreement granting a security interest in favor of the Lender in all personal property owned by Maker
(the "Security Agreement") and a UCC-1 Financing Statement (collectively referred to hereinafter as the "Loan
Documents").

                                                 AGREEMENTS

In consideration of the above recitals, the following representations, warranties, covenants and conditions, and
other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

SECTION ONE

             REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS

Maker represents, warrants, and covenants that:

(1) Maker has been duly incorporated and organized and is existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in those
jurisdictions where the conduct of its business or the ownership of its properties requires qualification; Maker has
the power and authority to own the property that shall serve as collateral for all of the advances and loans made
by Lender to Maker (the "Collateral"), pursuant to this Agreement and any Secured Promissory Note, to enter
into and perform this Agreement, and any other document or instrument delivered in connection herewith.

(2) Maker has good title to the Collateral and is the legal and beneficial owner thereof; Maker warrants and will,
at its own expense, defend Lender's security interest in and to the Collateral against the claims of any other
person; Maker has not otherwise assigned, transferred or granted a security interest in the Collateral or any right
or interest therein and has not executed any other instrument, and is not subject to any restriction, which might
prevent or limit Lender from enjoying the benefits of this Agreement;

(3) Maker will not further assign, transfer or grant or suffer to exist a security interest in the Collateral or any
other right, encumbrance, charge or other interest therein, except to Lender or an affiliate thereof or in connection
with a transaction as a result of which the Line of Credit and any other amounts due and owing to Lender or its
nominee are repaid in full and the Line of Credit terminated;

(4) This Agreement has been duly authorized, executed and delivered, constitutes the valid and binding obligation
of Maker and is enforceable in accordance with its terms;

(5) Maker will promptly (but not later than three days after receipt thereof) deliver to Lender copies of all written
notices received with respect to the Collateral;

(6) Maker shall execute, acknowledge, deliver, record and file such further instruments and do such further acts
(including delivery of financing statements) as Lender in its sole and absolute judgment deems necessary,
desirable or proper to carry out the purposes of this Agreement and to subject to the security interest created
hereby any property intended to be covered hereby;

(7) No event has occurred (including, specifically, Maker's execution, delivery of and performance under this
Agreement) which will violate, constitute (with notice and/or lapse of time) a default under, or result in the
imposition of any lien or other encumbrance upon, the Collateral pursuant to the terms of
(i) any judgment, decree, order, statute, ordinance, or regulation applicable to Maker or any of the Collateral or
(ii) any other contract or agreement to which Maker is a party or by which its assets are bound;

(8) Maker is fully familiar with all the terms and conditions of this Agreement;

(9) Maker has not changed its name or the location of its chief place of business or chief executive office
disclosed herein as Maker's Address or the location of its records with respect to Receivables, as that term is
defined in the Security Agreement, the location of any returns of Inventory, as that term is defined in the Security
Agreement, the location of any of the Inventory, the location of the Equipment, as that term is defined in the
Security Agreement, and the location of any records and documents regarding the General Intangibles, as that
term is defined in the Security Agreement;

(10) Maker will permit Lender, through its authorized attorneys, accountants and representatives, access to all of
its business premises and offices to inspect and examine the Collateral and the books, accounts, records, ledgers
and assets of every kind and description of Maker with respect thereto at all reasonable times;

(11) The Maker has not filed and has not had filed against it a petition for relief under Title 11 of the United
States Bankruptcy Code;

(12) Maker has paid and is current on all payroll taxes and all taxes or assessments levied and assessed or
imposed upon its property or income as well as all claims which, if unpaid, might by law become a lien or charge
upon its property or income;

(13) Maker will furnish to Lender a consolidated profit and loss statement and statement of shareholders' equity
of the Maker and any subsidiaries, all in conformance with GAAP, for each year of Maker's operations and for
each month that this Agreement is in force and a consolidated balance sheet for the Maker and any subsidiaries,
all in conformance with GAAP, as of the last day of each fiscal year of its operations and for each month that this
Agreement is in force. All such financial statements and balance sheets shall be properly footnoted to the
satisfaction of Lender and each such financial statement shall be certified as correct by the Chief Accounting
Officer of Maker; and

(14) Maker will furnish to Lender such additional financial statements and such data and information concerning
the financial condition of Maker as may reasonably be requested by Lender, including but not limited to a detailed
monthly listing of inventory, accounts payable and accounts receivable.

SECTION TWO

                                              AMOUNT OF LOAN

Until further notice, and on the condition that Maker not be in default with respect to any of the terms of this
Agreement, or with respect to any outstanding note evidencing any advance made under this Agreement, Lender,
in its sole discretion, may make available to Maker the Line of Credit not to exceed One Hundred Thousand
Dollars ($100,000.00).

SECTION THREE

                                                TERMS OF LOAN

Maker may from time to time request Lender to loan or advance amounts to Maker and Lender shall make such
loan or advance up to the amount of the Line of Credit, provided that Maker has complied with Section Five
below. Lender may waive any of the conditions in Section Five in its sole discretion. Lender is not required, but
may decide at its discretion, to make such loan or advance to Maker. In the event that Lender elects to make
such loan or advance, at the time of each such borrowing Maker shall execute and deliver to Lender a new
Secured Promissory Note payable to Lender in order to evidence each such new loan or advance (the "Secured
Promissory Note(s)"). Each Secured Promissory Note shall be in the form of Exhibit "A" hereto, with blanks
suitably filled, shall be dated the date of the borrowing and shall mature on or before *. Such note may be
extended as provided below. All amounts advanced or loaned by Lender hereunder and under each Secured
Promissory Note shall bear interest from the date the funds are advanced (the "Funding Date") until paid at the
rate of twelve percent (12%) per annum (the "Stated Rate"), however, in the event that applicable law may limit
the amount of interest that may be charged under this Agreement and the Secured Promissory Notes, the Stated
Rate shall be at the highest rate allowed by applicable law. Interest shall be calculated on the basis of a 360 day
year consisting of twelve 30 day months. All amounts are payable in lawful money of the United States. Interest
under each Secured Promissory Note shall accrue at the Stated Rate beginning on the Funding Date. All unpaid
principal, interest and other amounts payable in connection with the Notes shall be due and payable on *, the
"Loan Maturity").

SECTION FOUR

                                     TERMINATION OF AGREEMENT

This Agreement, each of the Loan Documents and each of the other related agreements, documents and
instruments executed or entered into in connection herewith or therewith, and the rights and obligations of each of
the parties hereunder and thereunder shall terminate and be of no further force or effect, with the exception of the
rights granted to Lender pursuant to the terms of the Rights Agreement, on the earlier of (a) the date that all
amounts due and owing under this Agreement and/or each of executed Secured Promissory Notes or any of the
other Loan Documents, including but limited to principal, interest, late charges, fees, costs or penalties have been
paid in full to Lender (the "Termination Date"). Upon such termination, Lender shall (and Lender shall cause its
nominees, other loan participants and any affiliates that have any rights under this Agreement or any of the Loan
Documents to) execute, acknowledge, deliver, record and/or file any and documents, releases, termination of
security interest statements and the like, execute, deliver, record and/or file such documents of reassignment,
reconveyance and the like, and take any and all actions reasonably requested by Maker as may be necessary or
advisable to release all security interests, liens, charges and the like on the assets of Maker, any securities of
Maker or which otherwise arise under or with respect to this Agreement, the Loan Documents or any such
related agreements, documents or instruments.

SECTION FIVE

                              CONDITIONS FOR LOANS AND ADVANCES
                                     AND USE OF PROCEEDS

It is specifically understood and agreed that Lender will only make loans and advance funds to Maker if Maker
satisfies the following conditions and meets the following benchmarks:

(1) Maker is not in default under the terms and conditions of this Agreement or any of the other Loan Documents
as defined above;

(2) No condition exists which, but for the giving of notice or the lapse of time or both, would constitute a default
under the terms and conditions of this Agreement or any of the other Loan Documents as defined above;

(3) The Maker has not filed and has not had filed against it a petition for relief under Title 11 of the United States
Bankruptcy Code;

(4) The Maker utilized all funds from prior advances or loans made by Lender in the manner set forth below;

(5) The Maker has furnished to Lender a consolidated profit and loss statement and statement of shareholders'
equity, all in conformance with GAAP, of the Maker and any subsidiaries for each year of Maker's operations
within sixty (60) days of the execution of this Agreement and for each month that this Agreement is in force and a
consolidated balance sheet, in conformance with GAAP, for the Maker and any subsidiaries as of the last day of
each fiscal year of its operations and for each month that this Agreement is in force. All such financial statements
and balance sheets shall have been properly footnoted to the satisfaction of Lender and each such financial
statement shall have been certified as correct by the Chief Accounting Officer of Maker;

(6) The Maker has furnished to Lender such additional financial statements and such data and information
concerning the financial condition of the Maker as may reasonably be requested by Lender;

(7) Maker has paid and is current on all payroll taxes and is current on all payroll taxes all taxes or assessments
levied and assessed or imposed upon its property or income as well as all claims which, if unpaid, might by law
become a lien or charge upon its property or income; and.

(8) Maker has permitted Lender, through its authorized attorneys, accountants and representatives, reasonable
access to all of its business premises and offices to inspect and examine the Collateral and the books, accounts,
records, ledgers and assets of every kind and description of Maker.

SECTION SIX

                                           SECURITY FOR LOANS

All funds advanced or loaned to Maker by Lender including all amounts evidenced by any and all Secured
Promissory Notes as having been loaned or advanced by Lender to Maker are secured by collateral pursuant to
a security agreement of even date herewith for the benefit of Lender (the "Security Agreement"). Such instruments
and documents, together with any other instruments and documents evidencing or securing the indebtedness
evidenced by this Agreement and any Secured Promissory Notes, are referred to herein as the "Security
Documents". In the event of any inconsistency between the terms of this Agreement, any Secured Promissory
Note and any of the Security Documents, the terms of this Agreement shall control; however, this provision shall
not be deemed to limit, abrogate, restrict or impair any provision in any one or more of the Security Documents
which provides for more extensive or expansive obligations, requirements or restrictions by or upon Maker or
more extensive or expansive rights or remedies of Lender, than are contained in this Agreement.

SECTION SEVEN

                 EVENTS OF DEFAULT AND LENDER'S RIGHTS AND REMEDIES

A. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder:

(1) Nonpayment of principal, interest or any other amount when due under this Agreement or any of the Secured
Promissory Notes;

(2) Failure to perform any duty or obligation of Maker under this Agreement or to pay any sum due or otherwise
advanced under this Agreement, any of the Secured Promissory Notes, any Security Document or any other
default by Maker thereunder;

(3) The adjudication of the Maker as a bankrupt or insolvent, or entry of any order appointing a receiver or
trustee for the Maker or for all or any of their property, or the vote or the decision by the Maker's Board of
Directors, shareholders or officers or the entry of an order approving a petition seeking relief for Maker or other
similar relief under Title 11 of the United States Bankruptcy Code or other similar laws of the United States of
America or any other competent jurisdiction, or the filing by or against Maker of a petition seeking any of the
foregoing or consenting to any of the foregoing, or the filing of a petition to take advantage of any Maker's act, or
making a general assignment for the benefit of creditors, or the admission in writing by Maker of its inability to
pay its debts as they become due;

(4) Any material representation or warranty made by Maker to Lender in connection with or pursuant to this
Agreement is false in any material respect on the date as of which it was made or becomes false in any material
respect;

(5) Makers default in the performance or observance of any of the other Loan Documents or Security
Documents;

(6) The failure of Maker to pay any taxes, including payroll taxes, when due to any governmental entity; or

(7) The occurrence of any of the Events of Default as defined and set forth in the Security Agreement, any of the
Secured Promissory Notes or any of the other Loan Documents.

B. UNDERTAKINGS IN THE EVENT OF DEFAULT.

(1) Upon the occurrence of an Event of Default or Maker otherwise fails to perform any of its duties, covenants,
undertakings and responsibilities contained herein or in any of the other Loan Documents, Lender shall provide to
Maker a written Notice of Default at the address set forth herein and provide to Maker a period of seven (7)
business days from the date of the Notice of Default in order to cure all defaults under this Agreement and/or any
of the other Loan Documents. If any such defaults remain uncured as of the close of business on the seventh
business day following the date of the Notice of Default: (i) the unpaid principal balance, and accrued unpaid
interest and all other amounts due or otherwise advanced under this Agreement, all of the Secured Promissory
Notes and/or the Security Documents shall automatically without notice bear interest at a rate equal to eight (8)
percentage points above the "prime rate" of interest charged by Wells Fargo Bank to large business borrowers in
Arizona, as announced by that bank from time to time, per annum (the "Default Rate"), however, in the event that
applicable law may limit the amount of interest that may be charged under this Agreement and the Secured
Promissory Notes, such Default Rate shall be at the highest rate allowed by applicable law, until the default has
been cured, at which time interest shall again accrue at the Stated Rate; (ii) the whole sum of principal, accrued
interest and all other amounts due under this Agreement, the Secured Promissory Notes and/or the Security
Documents may, at the option of the Lender, its nominee and any holder of any of the Secured Promissory
Notes, be declared due and payable, with interest thereon to accrue at the Default Rate from the date of the
Event of Default until the Event of Default has been cured at which time interest shall again accrue at the Stated
Rate; and (iii) the Lender may exercise any of the rights and remedies contained herein, in any of the Secured
Promissory Notes, in the Security Agreement or in any of the other Loan Documents.

(2) The rights or remedies of Lender as provided in this Agreement, the Secured Promissory Notes and the
Security Documents shall be cumulative and concurrent, and may be pursued singly, successively, or together
against Maker, any other funds, property or security held by Lender for payment hereof or otherwise at the sole,
absolute and uncontrolled discretion of Lender. No single or partial exercise of any power hereunder or under
any Security Document securing this Agreement and the Secured Promissory Notes or any guaranty shall
preclude other or further exercise of such power or the exercise of any other right, remedy or power. The
Lender, its nominee and/or the holder of any of the Secured Promissory Notes shall at all times have the right to
proceed against any portion of the security in such order and in such manner as the holder may elect, without
waiving any rights with respect to any other security. Neither
(i) the acceptance by Lender, its nominee or the holder of any of the Secured Promissory Notes of any payment
in an amount less than payment in full of the amount due and payable at the time of such payment, nor (ii) any
delay or omission on the part of the holder hereof in exercising any right, remedy or power hereunder, shall
operate as a waiver by the holder of the right to exercise any right, remedy or power at the time or at any
subsequent time, or nullify any prior exercise of a right, remedy or power.

(3) Maker acknowledges and agrees that it is impractical and extremely difficult to fix in advance the actual
damages incurred by Lender, its nominee and/or the holder of any of the Secured Promissory Notes if the
required payments are not made at Loan Maturity, due to the fact that (i) interest rates and administrative costs
fluctuate, (ii) it is impossible to predict how long a default will continue, and (iii) the economic cost of ascertaining
actual damages in each instance of default would be excessive in relation to the actual damages sustained.
Therefore, Maker agrees to pay to Lender, its nominee and/or the holder of any of the Secured Promissory
Notes a late charge equal to eight percent (8%) of the aggregate amount of principal plus interest due and owing
at Loan Maturity on the date that is thirty days after Loan Maturity if all amounts due and owing to Lender, its
nominee and/or any holder of any Secured Promissory Note under this Agreement and all of the Secured
Promissory Notes are not paid in full at Loan Maturity. Maker further agrees to pay to Lender, its nominee
and/or the holder of any of the Secured Promissory Notes an additional late charge equal to five percent (5%) of
the aggregate amount of principal plus interest due and owing at Loan Maturity on each successive thirtieth day
following Loan Maturity if all amounts due and owing to Lender under this Agreement and all of the Secured
Promissory Notes are not paid in full prior to that date. Said late charges are intended as liquidated damages in
lieu of actual damages and not as a penalty. Maker agrees that said late charge represents a fair and reasonable
estimate of the average compensation for the actual economic loss sustained because of a default in payment. All
late charges shall be due and payable, without further notice, on each successive thirty day anniversary of the
Loan Maturity. Late charges are in addition to any interest charged at the Default Rate. However, in the event
that applicable law may limit the amount of late charges or the aggregate amount of late charges plus interest that
may be charged under this Agreement and the Secured Promissory Notes, such late charges shall be at the
highest rate allowed by applicable law.

(4) Notwithstanding the foregoing, the Lender, its nominee and/or any holder of any Secured Promissory Note
shall not be obligated to accept any delinquent payment, nor shall acceptance of any delinquent payment or any
late charges prejudice Lender's, its nominee's or any holder's right to collect any other amounts under this
Agreement or any Secured Promissory Note, to declare a default under or to accelerate this Agreement or any of
the Secured Promissory Note in the event of any subsequent Event of Default or to exercise any other rights or
remedies provided herein or by law. Acceptance of any delinquent payment without the applicable late charge
shall not be deemed a waiver of the right to collect that or any subsequent late charge. Acceptance of late charge
and/or default interest payments will be made "without prejudice" and with explicit reservation of all rights - this
notification to that effect being intended in lieu of specific notification being set out on a check or other instrument
by which a payment may be tendered and regardless of what notations on Maker's part may accompany any
tendered payment. Specifically this means that partial payment of amounts due and payable does not, and will
not, accomplish a reinstatement of this Agreement or any Secured Promissory Note, unless Maker and Lender
have a specific written understanding to allow reinstatement on that basis. Such payments will simply reduce the
accelerated balance owing. Any such payment, if accepted, will be retained without prejudice to Maker's right to
proceed.

(5) All payments on this Agreement and any of the Secured Promissory Notes shall be applied first to late
charges and any costs, added charges or advances made by Lender, its nominee or any holder of any of the
Secured Promissory Notes under the terms of any of the Security Documents, then to discharge all interest
including Default Interest due on the unpaid principal balance hereof, and the remainder shall be applied to the
reduction of the principal balance.

(6) Maker (i) waives all applicable exemption rights, whether under the state constitution, homestead laws or
otherwise, (ii) waives diligence, presentment, protest and demand and also notice of protest of demand, of
nonpayment, of dishonor and of maturity and also recourse to suretyship defenses generally, marshaling of assets,
laches, estoppel and equitable defenses generally, and (iii) waives offset rights against the debt evidenced by this
Note.

(7) Maker agrees to pay all costs of collection, including reasonable attorney's fees and all costs of suit, in the
Event of Default hereunder.

SECTION EIGHT

                                               MISCELLANEOUS

(1) Amendment And Modification. This Agreement and the Secured Promissory Notes may not be amended,
modified or changed, nor shall any waiver of any provision hereof be effective, except only by an instrument in
writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or
discharge is sought; provided, however, that this paragraph shall in no way be a limitation on the provisions of the
consents and waivers set forth above.

(2) Severability, Enforceability And Construction. Each provision of this Agreement is intended to be severable.
Maker and Lender further intend and believe that each provision in this Agreement and each of the Secured
Promissory Notes complies with all applicable local, state and federal laws and court decisions. However, if any
provision or provisions in this Agreement or any of the Secured Promissory Notes is or are found by a court of
law to be in violation of an applicable local, state or federal ordinance, statute, law, administrative or judicial
decision, or public policy, and if such court should declare such portion or provision(s) of this Agreement or any
Secured Promissory Note to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of
Maker that such portion, provision(s) shall be given full force and effect to the fullest possible extent that they are
legal, valid and enforceable, that the remainder of this Agreement and such Notes shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision(s) are not contained herein, and that the rights,
obligations and interests of the Maker and the holder hereof under the remainder of this Agreement and such
Notes shall continue in full force and effect.

(3) Additional Sums. All fees, additional interest, charges, points, loan origination fees, goods, things in action or
any other sums or things of value, including any compensating balance requirements or other contractual
obligations (collectively, the "Additional Sums") paid by Maker to Lender, whether pursuant to this Agreement or
any Secured Promissory Note or otherwise with respect to the indebtedness evidenced hereby, or with respect
to the Security Agreement securing this Agreement and the Secured Promissory Notes, or any other Security
Document, which, under the law of the State of Arizona may be deemed to be interest with respect to such
indebtedness, shall, for the purpose of any laws of the State of Arizona which may limit the maximum rate of
interest to be charged with respect to such indebtedness, be payable by Maker as, and shall be deemed to be,
additional interest, and for such purposes only, the agreed upon and contracted for rate of interest shall be the
sum of the Stated Rate or the Default Rate, as applicable, plus the rate of interest resulting from the Additional
Sums being considered as interest. Maker understands and believes that this transaction complies with the usury
laws of Arizona; however, if any interest or other charges are ever deemed to exceed the maximum amount
permitted by law, then: (i) the amount of interest or charges payable hereunder by Maker shall be reduced to the
maximum amount permitted by law; and (ii) any excess amount previously collected from Maker which exceeded
the maximum amount permitted by law will be credited against the outstanding principal indebtedness. If the
principal indebtedness has already been paid, the excess amount paid will be refunded to Maker. If this
paragraph becomes operative, the total unpaid balance shall, at the option of Payee, become immediately due
and payable and shall bear interest at a maximum rate then permitted by the applicable usury laws until all the then
obligations of this Note, as modified by this paragraph, are paid and performed in full. The acceleration provided
in this paragraph may not be avoided by Maker and all parties liable to Payee on the Note, waiving any and all
usury claims and defenses they then have.

(4) Time of the Essence. Time is of the essence of this Agreement.

(5) Governing Law, Jurisdiction And Venue. The enforcement, performance, discharge, lack of performance and
formation of this Agreement shall be governed by, and construed and enforced in accordance with, the law of the
State of Arizona, regardless of any applicable conflict-of-law rules to the contrary. Maker and Lender also
hereby:

(A) irrevocably submit to the jurisdiction of the Superior Court of Maricopa County, State of Arizona, or any
successor to said court, and to the jurisdiction of the United States District Court for the District of Arizona, or
any successor to said court (hereinafter referred to as the "Arizona Courts") for purposes of any suit, action or
other proceeding which relates to the transactions contemplated in this Agreement;

(B) to the extent permitted by applicable law, waive and agree not to assert by way of motion, as a defense or
otherwise in any such suit, action or proceeding, any claim that they are not personally subject to the jurisdiction
of the Arizona Courts; that the suit, action or proceeding is brought in an inconvenient forum; that the venue of the
suit, action or proceeding is improper; or that this Agreement or any transaction provided for herein may not be
enforced in or by the Arizona Courts; and

(C) agree not to seek, and hereby waive, any collateral review by any other court, which may be called upon to
enforce the judgment or any of the Arizona Courts, of the merits of any such suit, action or proceeding or the
jurisdiction of said Arizona Court.

(6) Additional actions. Each party hereto agrees to do all acts and things and to make, execute, and deliver such
written instruments and documents as shall from time to time be reasonably required to carry out the terms and
provisions of this Agreement.

(7) Attorneys' fees. All attorneys' fees and costs of Lender related to the costs for the preparation of this
Agreement and any of the other Loan Documents shall be paid by the Lender. However, in the event of any
claim, controversy or dispute arising out of or relating to this Agreement, or the breach thereof, the prevailing
party shall be entitled to recover reasonable attorneys' fees incurred in connection with any court proceeding set
by the court sitting without a jury.

(8) Remedies Cumulative. The remedies of the parties hereto under this Agreement are cumulative and shall not
exclude any other remedies to which any party may be lawfully entitled.

(9) Computation of Time. Whenever the last day for the exercise of any privilege or discharge of any duty
hereunder shall fall upon Saturday, Sunday or any public or legal holiday, whether under federal or state law, the
party having such privilege or duty shall have until 5:00 p.m. (Pacific time) on the next succeeding regular business
day to exercise such right or to discharge such duty.
(10) Authority. Any individual signing below on behalf of a corporation, partnership or other entity hereby
personally represents that he or she has full authority to bind the party or parties on whose behalf he or she is
signing.

(11) Entire Agreement. This Agreement, including the exhibits and schedules hereto, and the Loan Documents
contain the entire understanding and agreement among the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, express or implied, oral or written, among the
parties with respect to such subject matter. The express terms of this Agreement shall control and supersede any
course of performance or usage of the trade inconsistent with any of the terms hereof. Each of the exhibits and
schedules hereto is incorporated herein by this reference and constitutes a part of this Agreement.

(12) Terminology. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part of this Agreement or a limitation of the scope of the
particular paragraph or section to which they apply. All personal pronouns used in this Agreement, whether used
in the masculine, feminine, or neuter gender, shall, where appropriate, include all other genders and the singular
shall include the plural and vice versa.

(13) Notices. All communications or notices required or permitted to be given or served under this Agreement
shall be in writing and shall be deemed to have been duly given or made if: (a) delivered in person or by courier
(e.g., Federal Express), (b) deposited in the United States mail, postage prepaid, for mailing by certified or
registered mail, return receipt requested, or (c) sent by facsimile and addressed to the intended recipient at the
address and/or the facsimile number set forth below such party's signature at the end of this Agreement. All
communications and notices shall be effective upon delivery in person or by courier, three (3) days after being
deposited in the United States mail or two (2) business hours after being sent by facsimile. Any party may change
his or her address and/or facsimile number by giving notice in writing, stating his or her new address and/or
facsimile number, to all of the other parties in the foregoing manner.

(14) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective assigns, legal representatives, executors, heirs and successors, provided, however, that no
party hereto shall have the right to assign any right hereunder or delegate any obligation hereunder, in whole or in
part, without the prior written consent of the other parties hereto, and any attempt to do so shall be void.

(15) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon, and all of which together shall
constitute one and the same agreement. This Agreement shall become binding when one or more counterparts
have been signed by each of the parties hereto and delivered to the other parties hereto.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above,

                        LENDER                                   MAKER
                        Visitalk Capital Corporation                 Dynasig Corporation



                        /s/ M. S. Williams                       /s/ Richard C. Kim




By: Michael S. Williams By: Richard Kim Its: President Its: President
MUTUAL NONDISCLOSURE AGREEMENT & MEMORANDUM OF UNDERSTANDING

THIS MUTUAL NONDISCLOSURE AGREEMENT & MEMORANDUM OF UNDERSTANDING (this
"Agreement") is made and entered into as of October 15, 2004, between EzValidation, Inc, a California
Corporation, and DynaSig Corporation, an Arizona Corporation.

1. Purpose. The parties wish to explore a business opportunity of mutual interest and in connection with this
opportunity, each party may disclose to the other certain confidential technical and business information which the
disclosing party desires the receiving party to treat as confidential. The "Memorandum of Understanding" relating
to this business opportunity is set forth in this document.

2. "Confidential Information" means any information disclosed by either party to the other party, either directly or
indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents,
prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar
designation. Confidential Information shall include without limitation the items set forth in this document, whether
or not so designated upon disclosure. Information which if communicated orally or by demonstration, and is
identified at the time of initial disclosure as confidential and such identification is then reduced to writing and
delivered to the other party within thirty (30) days of such disclosure shall be considered Confidential
Information. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information may include, without limitation, computer programs, code, algorithms, names and
expertise of employees and consultants, know-how, formulas, handsets, processes, ideas, inventions (whether
patentable or not), schematics and other technical, business, marketing, financial and product development plans,
forecasts, strategies and information.

Confidential Information shall not, however, include any information which
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the
disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party
to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the
receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a
breach of such third party's obligations of confidentiality; or (v) is required by law to be disclosed by the receiving
party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior
to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

3. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party for
any purpose except to evaluate and engage in discussions concerning a potential business relationship between
the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to
such party's employees, except to those employees of the receiving party who are required to have the
information in order to evaluate or engage in discussions concerning the contemplated business relationship.
Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects
which embody the other party's Confidential Information and which are provided to the party hereunder.

4.
Maintenance of Confidentiality. The parties agree to restrict disclosure of Confidential Information to only those
employees who have a "need to know" and must be directly involved in the use of the Confidential Information.
Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and
unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall
take at least those measures that it takes to protect its own most highly confidential information and shall ensure
that its employees who have access to Confidential Information of the other party have signed a non-use and
non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential
Information to such employees. Neither party shall make any copies of the Confidential Information of the other
party unless the same are previously approved in writing by the other party. Each party shall reproduce the other
party's proprietary rights notices on any such approved copies, in the same manner in which such notices were
set forth in or on the original.

5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and
each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement
concerning the business opportunity.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY
MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY,
COMPLETENESS OR PERFORMANCE.

7. Return of Materials. All documents and other tangible objects containing or representing Confidential
Information which have been disclosed by either party to the other party, and all copies thereof which are in the
possession of the other party, shall be and remain the property of the disclosing party and shall be promptly
returned to the disclosing party upon the disclosing party's written request.

8. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask
work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the
Confidential Information of the other party except as expressly set forth herein.

9. Term. The obligations of each receiving party hereunder shall survive until such time as all Confidential
Information of the other party disclosed hereunder becomes publicly known and made generally available through
no action or inaction of the receiving party. The parties agree that for a period of five (5) years following the
Effective Date of this Agreement, they will maintain the confidentiality of each other's furnished Confidential
Information, and not use and/or disclose such information to any third party, except as authorized by the owner of
the information in writing.

10. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause
irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal
remedies.

11. Miscellaneous. Each party understands that the other party may currently or in the future be developing
information internally, or receiving information from other parties that may be similar to the disclosed information.
Nothing in this Agreement will be construed by either party as a representation or inference that the other party
will not develop products, or have products developed for it, that, without violation of this Agreement, compete
with the products or systems contemplated by the other party's Confidential Information.

This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This
Agreement shall be governed by and construed in accordance with the California law, and the sole judicial
competence relating to any claim arising out of this Agreement, is vested in the competent courts of California.

The parties agree to negotiate in good faith in an effort to resolve any dispute related to this agreement that may
arise between the parties. If the dispute cannot be resolved by negotiation, the dispute must be submitted to
mediation before resorting to arbitration or litigation. If the need for mediation arises, the parties to the dispute will
choose a mutually acceptable mediator and will share the cost of mediation equally.

Any dispute related to this agreement that may arise between the parties and can not be settled by mediation shall
be decided by binding arbitration. The arbitrator shall be a retired judge or an attorney. If the parties cannot
agree on an arbitrator, courts of California appoint the arbitrator. The losing party shall pay the arbitrator's fee.

This document contains the entire agreement between the parties with respect to the subject matter hereof, and
neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary
information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement
shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any
obligation waived, except by a writing signed by both parties hereto.
                              DESCRIPTION OF DISCLOSED INFORMATION

EzValidation has demonstrated two of its products, regarding fingerprint based (biometrics) log-on software to a
PC:
1. EZPASSPORT PLUS (STANDARD EDITION): The features include (a) fingerprint-based secure logon to
Windows on a PC, (b) File and Folder Encryption and Decryption, (c) Protect Application Launch, (d)
Password Bank and
(e) Secure Screen Saver.
2. EZPASSPORT TOOLKIT (SDK): The Toolkit allows quick integration of biometric (fingerprint, face, etc.,)
and non-biometric (smartcard) authentication into any Windows application. It allows developers to create
custom applications using EzPassport API, and deploy code contained in the EzPassport DLLs (software
libraries).

DynaSig has demonstrated its capabilities regarding a biometric engine in the following field:
1. Signature (biometrics) recognition processing.

The two companies appreciate each other's capabilities and understand the benefit of cooperation. The parties
wish to explore a business opportunity of mutual interest and in connection with this opportunity have phrased the
following highlights to be used as the bases of an agreement when cooperating.

IN THE PROCESS OF COOPERATION THE PARTIES AGREE AS FOLLOWS:

1. DynaSig to purchase a non-transferable license of EzPassport Toolkit (SDK) from EzValidation for US
$10,000.
2. DynaSig to pay DreamzNet $10,000 upon signing of this agreement.
3. DynaSig to pay $2.00 royalty to EzValidation for each client software license sold.

The two parties will do their best to quickly work out a legal agreement in order to start the cooperation for the
creation of the new product and its distribution. The two parties will also investigate other areas of cooperation.

                      EzValidation, Inc.                       DynaSig Corporation

                      By:       /s/ Shoieb Yunus               By:      /s/ Richard C. Kim
                                ----------------                        ------------------

                      Name:    Shoieb Yunus                    Name: Richard Kim
                               ------------                          ------------

                      Title:         CEO                       Title:       President
                               ---------                                --------------
SECURITY AGREEMENT

THIS SECURITY AGREEMENT ("Agreement") is made and entered into effective as of the 27th day of
December, 2004, by and between Dynasig Corporation, an Arizona corporation with a place of business at
14362 Frank Lloyd Wright Blvd., Scottsdale, AZ 85260 ("Debtor"), and Visitalk Capital Corporation, an
Arizona corporation, with a place of business at 14647 S. 50th Street, Suite 130, Phoenix, Arizona 85044
("Secured Party").

                                                    RECITALS

A. Secured Party has entered into that certain Agreement for Secured Line of Credit with an effective date of
December 27, 2004, (the "Agreement for Secured Line of Credit") which provides that Lender will make
available to Maker an initial line of credit (the "Line of Credit") not to exceed One Hundred Thousand Dollars
($100,000.00).

B. It is contemplated that the Debtor may from time to time request loans or advances from Lender and that
Lender, upon the satisfaction of certain conditions referenced in the Agreement for Secured Line of Credit,
comply with such request, in whole or in part, and make such loan or advance and that each such loan or
advance will be evidenced by a separate Secured Promissory Note (the "Notes"). All such amounts advanced or
loaned to Debtor by Lender pursuant to the Agreement for Secured Line of Credit are referred to hereinafter as
the "Loans."

C. All Secured Promissory Notes, financing statements, this Agreement, the Agreement for Secured Line of
Credit and all other documents and instruments now or hereafter evidencing, securing or pertaining to the Loans
collectively, together with all modifications, renewals and replacements thereof, are herein referred to as the
"Loan Documents".

D. As an inducement to Secured Party to make the Loans, Debtor has agreed to secure the Loans and the Notes
with the assets of Debtor on the terms and conditions set forth below.

                                                  AGREEMENT

In consideration of the above recitals, the following representations, warranties, covenants and conditions, and
other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

1. GRANT. As security for the full and timely payment and performance of all indebtedness and obligations now
or hereafter due from Debtor to Secured Party under the Loan Documents, any other loan or advance made by
Lender to Debtor and all other obligations of the Debtor to Lender, its successors and assigns, however created,
arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to
become due (collectively "Obligations"), Debtor hereby pledges, assigns and transfers to Secured Party, and
hereby grants to Secured Party a security interest in, all of Debtor's right, title and interest now owned or
hereafter acquired in and to the collateral described in Exhibit A ("Collateral").

2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants, and covenants
that:

(A) Debtor has been duly incorporated and organized and is existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in those
jurisdictions where the conduct of its business or the ownership of its properties requires qualification; Debtor has
the power and authority to own the Collateral, to enter into and perform this Agreement, and any other document
or instrument delivered in connection herewith.

(B) Debtor has good title to the Collateral and is the legal and beneficial owner thereof and Debtor warrants and
will, at its own expense, defend Secured Party's security interest in and to the Collateral against the claims of any
other person; Debtor has not otherwise assigned, transferred or granted a security interest in the Collateral or any
right or interest therein which remains in force except to Secured Party or an affiliate of Secured Party; and has
not executed any other instrument, and is not subject to any restriction, which might prevent or limit Secured
Party from enjoying the benefits of this Agreement;
(C) Debtor will not further assign, transfer or grant or suffer to exist a security interest in the Collateral or any
other right, encumbrance, charge or other interest therein, except to Secured Party or an affiliate thereof or in
connection with a transaction as a result of which the Obligations are repaid in full;

(D) this Agreement has been duly authorized, executed and delivered, constitutes the valid and binding obligation
of Debtor and is enforceable in accordance with its terms;

(E) Debtor will promptly (but not later than three days after receipt thereof) deliver to Secured Party copies of all
written notices received with respect to the Collateral;

(F) Debtor shall execute, acknowledge, deliver, record and file such further instruments and do such further acts
(including delivery of financing statements) as Secured Party in its sole and absolute judgment deems necessary,
desirable or proper to carry out the purposes of this Agreement and to subject to the security interest created
hereby any property intended to be covered hereby;

(G) no event has occurred (including, specifically, Debtor's execution, delivery of and performance under this
Agreement) which will violate, constitute (with notice and/or lapse of time) a default under, or result in the
imposition of any lien or other encumbrance upon, the Collateral pursuant to the terms of
(i) any judgment, decree, order, statute, ordinance, or regulation applicable to Debtor or any of the Collateral or
(ii) any other contract or agreement to which Debtor is a party or by which its assets are bound;

(H) Debtor is fully familiar with all the terms and conditions of this Agreement;

(I) Debtor has not changed the location of its chief place of business or chief executive office disclosed herein as
Debtor's Address or the location of its records with respect to Receivables (defined in Exhibit A), the location of
any returns of Inventory (defined in Exhibit A), the location of any of the Inventory, the location of the Equipment
(defined in Exhibit A), and the location of any General Intangibles (defined in Exhibit A);

(J) as to the Inventory part of the Collateral:

I. all Inventory is in possession of Debtor at either of the Debtor's address set forth on the signature page hereof
("Debtor's Address") and all records of Debtor pertaining thereto are kept at Debtor's Address and Debtor shall
notify Secured Party no later than thirty (30) days prior to any change of any location where the Inventory is or
may be kept;

II. Debtor shall not sell, lease or otherwise transfer any interest in the Inventory except that Debtor may, until an
Event of Default occurs, hold, process, sell, use or consume Inventory in the ordinary course of Debtor's
business, excluding, however, any sale or transfer made in partial or total satisfaction of a debt;

III. Debtor shall keep current stock, cost and sales records of the Inventory, accurately itemizing and describing
the types and quantities of Inventory, and the cost and selling price thereof and all books, records and documents
relating to the Inventory are and will be genuine, complete and correct;

IV. none of the Inventory is, or at any time or times hereafter will be, stored with a bailee, without the prior
written consent of Secured Party; and

V. Debtor shall, at Secured Party's request, deliver to Secured Party any and all evidence of ownership of,
certificates of title to, or other documents evidencing any interest in, any and all of the Inventory;

(K) As to the Equipment part of the Collateral:

I. The Equipment is in the possession of Debtor at Debtor's Address and that said location if not owned by
Debtor is leased by Debtor from the party set forth on the signature page hereof; if Equipment is or shall be
affixed to any real estate, including any buildings owned or leased by Debtor or used by Debtor in the operation
of its business, Debtor shall provide Secured Party with disclaimers and waivers necessary to make the security
interest in the Equipment valid against Corporate Debtor and other persons holding an interest in such real estate;

II. Debtor shall keep and maintain all Equipment in good operating condition and repair, make all necessary
repairs thereto and replacement of parts thereof so that the value and operating efficiency thereof shall at all times
be maintained and preserved; and Debtor shall keep complete and accurate books and records with respect to
Equipment, including maintenance records;

III. Debtor shall deliver to Secured Party any and all evidence of ownership of, and certificates of title to, any and
all of the Equipment;

IV. Debtor shall not, without the prior written consent of Secured Party, sell, offer to sell, lease or in any other
manner dispose of any Equipment; and

V. Debtor shall notify Secured Party no later than thirty (30) days prior to any change of any location where the
Equipment is or may be kept;

(L) As to the Receivables part of the Collateral:

I. The address of the chief executive office and chief place of business of Debtor is Debtor's Address and Debtor
has no other places of business except as set forth above. All records pertaining to the Receivables (including
computer records) and all returns of Inventory are kept at Debtor's Address, and Debtor will notify Secured
Party no later than thirty (30) days prior to any change in address of the chief executive office or chief place of
business of Debtor of the change of the location where records pertaining to Receivables or returns of Inventory
are kept;

II. All books, records, and documents relating to any of the Receivables (including computer records) are and
will be genuine and in all respects what they purport to be; and the amount of each Receivables shown on the
books and records of Debtor is and will be the correct amount actually owing or to be owing at maturity of such
Receivables;

III. Until Secured Party directs otherwise, Debtor shall collect the Receivables. Secured Party may allow Debtor
to use such funds until an Event of Default (hereafter defined) occurs; and if an Event of Default does occur,
proceeds of Receivables collected by Debtor shall, upon the request of Secured Party, be immediately delivered
to Secured Party in the form received, except for necessary endorsements to permit collection;

IV. Debtor shall notify Secured Party if any Receivables arise out of contracts with the United States or any
department, agency or instrumentality thereof, and Debtor shall execute any instruments and take any steps to
perfect the assignment of the rights to Debtor to Secured Party as required under the Federal Assignment of
Claims Act or any similar act or regulation; and

V. Debtor shall provide Secured Party, at its request, from time to time with: confirmatory assignment schedules;
copies of all invoices relating to the Receivables; evidence of shipment or delivery of inventory; and, such further
information and/or schedules as Secured Party may reasonably require, all in a form satisfactory to Secured
Party;

(M) As to the General Intangibles part of the Collateral:

I. all General Intangibles owned by Debtor are kept or held at Debtor's Address, all copies of all General
Intangibles and all records of Debtor pertaining thereto are kept at Debtor's Address and Debtor shall notify
Secured Party no later than thirty (30) days prior to any change of any location where the General Intangibles are
or may be kept;

II. Debtor shall not assign, sell, license, lease, otherwise transfer or offer to assign, sell, license, lease, otherwise
transfer any interest in the General Intangibles without the prior written consent of Secured Party except that
Debtor may, until an Event of Default develop, use, write, modify, enhance or create new versions of General
Intangibles in the ordinary course of Debtor's business;

III. Debtor shall keep current records regarding the General Intangibles and any development, modifications,
enhancements or versions of the general Intangibles and shall implement and maintain strict controls over access
to and knowledge of the General Intangibles and, at all times, treat and maintain such General Intangibles as trade
secrets and take all measures necessary to prevent unauthorized persons from obtaining access to, knowledge of
and control over the General Intangibles and any other persons from using or transferring any General Intangibles
or knowledge relating to the general Intangibles to any person except as authorized by Secured Party;

IV. If the Debtor is the holder of a license (the "License") to use, but does not own, certain software and
copyrights owned by Secured Party, Debtor shall not assign, sell, license, lease or otherwise transfer any interest
in any software or copyrights owned by Secured Party and which are the subject of the License; and

V. Debtor shall, at Secured Party's request, deliver to Secured Party any and all evidence of ownership of,
certificates of title to, or other documents evidencing any interest in, any and all of the General Intangibles;

(N) Maintain casualty insurance coverage on the Collateral in such amounts and of such types as may be
requested by Secured Party, and in any event, as are ordinarily carried by similar businesses; and, in the case of
all policies insuring property in which Debtor shall have a security interest of any kind whatsoever, all such
insurance policies shall provide that the proceeds thereof shall be payable to Lender as the loss payee. All said
policies or certificates thereof, including all endorsements thereof and those required hereunder, shall be
deposited with Secured Party; and such policies shall contain provisions that no such insurance may be canceled
or decreased without thirty (30) days prior written notice to Secured Party; and in the event of acquisition of
additional insurable Collateral, Debtor shall cause such insurance coverage to be increased or amended in such
manner and to such extent as prudent business judgment would dictate. If Debtor shall at any time or times
hereafter fail to obtain and/or maintain any of the policies of insurance required herein, or fail to pay any premium
in whole or in part relating to any such policies, Secured Party may, but shall not be obligated to obtain and/or
cause to maintained insurance coverage with respect to the Collateral, including, at Secured Party's option, the
coverage provided by all or any of the policies of Debtor and pay all or any part of the premium, therefor,
without waiving any Event of Default by Debtor, and any sums so disbursed by Secured Party shall be additional
Obligations of Debtor to Secured Party payable on demand. Secured Party shall have the right to settle and
compromise any and all claims under any of the policies required to be maintained by Debtor hereunder and
Debtor hereby appoints Secured Party as its attorney-in-fact, with power to demand, receive and receipt for all
monies payable thereunder, to execute in the name of Debtor or Secured Party or both any proof of loss, notice,
draft or other instruments in connection with such policies or any loss thereunder and generally to do and perform
any and all acts as Debtor, but for this appointment, might or could perform; and

(O) Permit Secured Party, through its authorized attorneys, accountants and representatives, to inspect and
examine the Collateral and the books, accounts, records, ledgers and assets of every kind and description of
Borrower with respect thereto at all reasonable times.

3. WAIVER. Debtor hereby waives any and all rights available to it as a surety by operation of law or otherwise,
including, without limitation, its rights under A.R.S. Sec.Sec. 12-1641 et. seq., Arizona Rule of Civil Procedure
17 (f), and other laws and regulations of similar import.

4. ATTORNEY IN FACT. Debtor does hereby authorize and appoint Secured Party as its attorney-in-fact, with
full power of substitution to execute all documents and to do all things deemed necessary or appropriate by
Secured Party to discharge Debtor's obligations under or with respect to the Collateral and/or preserve or
reenforce its rights thereunder or with respect thereto (but without obligation to do so) including, without
limitation, the right to file financing statements. All sums expended by Secured Party for the above purposes shall
be deemed to be part of the Obligations, shall be payable to Secured Party immediately (without demand),
together with interest thereon at a rate equal to eight (8) percentage points above the "prime rate" of interest
charged by Wells Fargo Bank to large business borrowers in Arizona, as announced by that bank from time to
time, per annum (the "Default Rate"), however, in the event that applicable law may limit the amount of interest
that may be charged under this Agreement and the Secured Promissory Notes, such Default Rate shall be at the
highest rate allowed by applicable law, from the date the expenditure was incurred until paid, and shall be
secured by all security for the payment and performance of the Obligations.

5. EVENTS OF DEFAULT; REMEDIES.

(A) The occurrence of any of the following events shall constitute an Event of Default: (i) if there occurs a default
or violation in the full and timely performance of any Obligation owing to Secured Party hereunder or under the
Loan Documents; (ii) if any representation, warranty or certification made to Secured Party in, under or pursuant
to this Agreement is false or misleading in any material respect as of the date deemed made; (iii) if there occurs
any Event of Default (as defined therein) under any Loan Document, or an event occurs which, whether or not
denominated as an Event of Default, expressly entitles Secured Party to accelerate repayment of any note and/or
exercise its other remedies under the Loan Documents; or (iv) if the holder of any lien or security interest on any
part of the Collateral (without implying Secured Party's consent to the creation or existence of any such lien or
security interest) gives notice of public or private sale of any portion of the Collateral or institutes foreclosure or
other proceedings for the enforcement of its remedies under any instrument creating such lien or security interest.

(B) All cash payments and other proceeds received by Secured Party with respect to the Collateral may be
applied by Secured Party to payment of the Loans and to payment and performance of the other Obligations in
such order and manner as Secured Party, may elect in its sole and absolute discretion or, at the election of
Secured Party, may be held as additional security for the Obligations. Upon the occurrence of an Event of
Default hereunder or Debtor otherwise fails to perform any of its duties, covenants, undertakings and
responsibilities contained herein or in any of the other Loan Documents, Secured Party shall provide to Lender a
written Notice of Default at the address set forth herein and provide to Debtor a period of seven (7) business
days from the date of the Notice of Default in order to cure all defaults under this Agreement and/or any of the
other Loan Documents. If any such defaults remain uncured as of the close of business on the seventh business
day following the date of the Notice of Default, in addition to its other rights hereunder or any of the other Loan
Documents: Secured Party may exercise any and all other rights, remedies and recourses under the Loan
Documents or now or hereafter existing at law (including, without limitation, those granted by the applicable
Uniform Commercial Code) or in equity. Notwithstanding anything herein to the contrary, if Debtor fails or
refuses to pay or perform any obligation hereunder, then at any time thereafter, and without waiving or releasing
any other right, remedy or recourse Secured Party may have, Secured Party may (but shall not be obligated to),
after having provided the notice to Maker required herein, pay or perform such obligation for the amount of and
at the expense of Debtor. Upon demand therefor, Debtor will reimburse Secured Party for all sums paid by
Secured Party pursuant to this Paragraph, together will interest thereon at the Default Rate from the date incurred
until reimbursed to Secured Party. All such sums shall be deemed to be part of the Obligations and shall be
secured by all the security for the payment and performance of the Obligations.

(C) Pursuant to its rights under Paragraph 5(b), and subject to the terms and conditions hereof, Secured Party
and any officer or agent of Secured Party is hereby constituted and appointed as true and lawful attorney-in-fact
of Debtor with power: (i) to notify or require Debtor to notify any and all account debtors or parties against
which Debtor has a claim that the Receivables have been assigned to Secured Party and/or that Secured Party
has a security interest therein and that all payments should be made to Secured Party; (ii) to endorse the name of
Debtor upon any invoice, freight or express bill, bill of lading, storage or warehouse receipt, drafts against
account debtors or other obligors and if Receivables are a part of Collateral, to sign and endorse the name of
Debtor on any assignments, verifications and notices in connection with Receivables, and any instrument or
document relating thereto or to rights of Debtor therein; (iv) to notify the post office authorities to change the
address for delivery of mail of Debtor to an address designated by Debtor and to receive, open and dispose of
all mail addressed to Debtor; (v) and, to send requests for verification to account debtors or other obligors; (vi)
to sell, assign, sue for, collect or compromise payment of all or any part of the Collateral in the name of Debtor or
in its own name, or make any other disposition of Collateral, or any part thereof which disposition may be for
cash, credit or any combination thereof, and Secured Party may purchase all or any part of the Collateral, at
public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the
amount of such price against the Obligations; granting the Secured Party as the attorney-in-fact of Debtor, full
power of substitution and full power to do any and all things necessary to be done in and about the premises as
fully and effectually as Debtor might or could do but for this appointment, and hereby ratifying all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Secured Party nor its agents shall
be liable for any acts or omissions or for any error judgment of mistake of fact or law in its capacity as such
attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable so long as any
Obligations shall remain outstanding. Secured Party may, in its discretion, at any such sale, restrict the
prospective bidders or purchasers as to their number, nature of business or qualification given the nature of the
Collateral and investment intention.

Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the
Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim
or right of whatsoever kind, including, without limitation, any equity or right of redemption of Debtor, which
Debtor hereby specifically waives to the extent Debtor may lawfully do so.

Secured Party shall give Debtor at least ten (10) days written notice of any such public or private sale. Such
notice, in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be
held at such time or times within ordinary business hours as Secured Party shall not be obligated to make any sale
pursuant to such notice, but if no such sale is made or only a partial sale is made, subsequent sale. In the case of
any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained
by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any
liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any
such failure, such Collateral may again be sold under and pursuant to and in compliance with the provisions
hereof.

Secured Party as attorney-in-fact for Debtor may, in the name and instead of Debtor, make and execute all
conveyances, assignments and transfers of the Collateral sold pursuant to this Agreement. Nevertheless, Debtor
shall, if so requested by Secured Party, ratify and confirm any sale or sales by executing and delivering to
Secured Party, or to such purchaser or purchasers, all such instruments as may, in the judgment of Secured
Party, be advisable for the purpose.

The receipt of Secured Party for the purchase money paid at any such sale made by it shall be a sufficient
discharge therefor to any purchaser of the Collateral or any portion thereof, and no such purchaser, after paying
such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money
or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or non-application of
any such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sale.

Secured Party shall have the right to enter and/or remain upon the premises of Debtor without any obligation to
pay rent to Debtor or others, or any other place or places where any of the Collateral is located and kept and: (i)
remove Collateral therefrom to the premises of Secured Party or any agent of Secured Party, for such time as
Secured Party may desire, in order to maintain, collect, sell and/or liquidate the Collateral, or (ii) use such
premises, together with materials, supplies, books and records of Debtor, to maintain possession and/or the
condition of the Collateral, and to prepare the Collateral for selling, liquidating or collection. Secured Party may
require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by
Secured Party that is reasonably convenient to both parties.

Debtor shall be liable for reasonable attorneys' fees and legal expenses incurred by Secured Party in enforcing
any of its rights or remedies hereunder and, without limiting the rights of Secured Party; the proceeds of
disposition of the Collateral may be applied, in Secured Party's discretion, to payment of such reasonable
attorneys' fees and legal expenses.

(D) The proceeds of any sale of all or any part of the Collateral shall be applied in the following order or
priorities:

FIRST, to the payment of all costs and expenses of such sale, including, without limitation, reasonable
compensation to Secured Party, its agents and attorneys, and all other expenses, liabilities and advances incurred
or made by Secured Party, its agents and attorneys, in connection with such sale, and any other unreimbursed
expenses for which Secured Party may be reimbursed pursuant hereto;

SECOND, to the payment of the Loans in such priority as Secured Party shall choose with no amounts applied
to payment of principal until all interest has been paid;

THIRD, to the payment or satisfaction of any other Obligations; and

FOURTH, to the payment to Debtor, its successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct, of any surplus then remaining from such
proceeds.

6. NO THIRD PARTY BENEFICIARY. This Agreement and the power of attorney contained herein are solely
for the benefit and protection of Secured Party, its successors and assigns and are not intended to confer upon
any person other than the parties hereto and their successors and assigns any right or remedies under or by
reason of this instrument. The acceptance of this Agreement shall not obligate Secured Party to perform any
obligation of Debtor under, or take any other action with respect to, the Collateral or otherwise render Secured
Party liable therefor. All such obligations and liabilities shall continue to remain upon Debtor as though this
Security Agreement had not been made.
7. INDEMNITY. Debtor will defend, at its own cost and expense, and hold Secured Party, its officers,
directors, employees, shareholders and agents harmless from and against all loss, damage and expense resulting
from an action, proceedings, liability or claim brought by a third party arising from this Agreement or actions
contemplated by or permitted under this Agreement, except when due to Secured Party's willful misconduct or
Debtor is the prevailing party; and Debtor will pay all costs and expenses incurred by such persons in protecting
their interests in such an event (including all court costs and reasonable attorneys' fees). If Secured Party incurs
any such loss, damage or expense, the amount thereof, together with interest thereon at the Default Rate, shall be
deemed to be part of the Obligations, shall be payable by Debtor to Secured Party immediately, without demand,
and shall be secured by all the security for the payment and performance of the Obligations.

8. PURSUIT OF RIGHTS. All rights, remedies and recourse of Secured Party (a) may, in the sole and absolute
discretion of Secured Party, be pursued separately, successively or concurrently and (b) may be exercised as
often as occasion therefor shall arise. Secured Party may resort to any security for the payment and performance
of the Obligations in such order and manner as Secured Party may elect without affecting the lien and security
interest hereof. No exercise of any right, remedy or recourse of Secured Party shall have the effect of curing any
default of Debtor.

9. NO DISCHARGE. Neither release, subordination or taking of this Agreement by Secured Party shall effect
the release or discharge of Debtor, Borrowers or any other person primarily or secondarily liable for the
Obligations of any other security now or hereafter the Obligations, nor shall the taking of additional security for
the performance of the Obligations effect a release or termination of this Pledge and Security Agreement or any
terms or provisions hereof.

10. NO WAIVER. Secured Party's delay in insisting or failure to insist upon strict performance of any obligation
of Debtor hereunder shall not be deemed to be a waiver of strict performance of such obligation or of any other
obligation of Debtor; and Secured Party shall have the right at any time thereafter to insist upon strict
performance of any and all such obligations. No waiver of any default or breach of any provision of the
Agreement shall be considered a waiver of any other or subsequent default or breach, and no delay or omission
in exercising or enforcing any right, remedy or recourse herein granted shall be construed as a waiver or release
thereof or of any other right, remedy or recourse.

11. NOTICES. All communications or notices required or permitted to be given or served under this Agreement
shall be in writing and shall be deemed to have been duly given or made if: (a) delivered in person or by courier
(e.g., Federal Express), (b) deposited in the United States mail, postage prepaid, for mailing by certified or
registered mail, return receipt requested, or (c) sent by facsimile and addressed to the intended recipient at the
address and/or the facsimile number set forth below such party's signature at the end of this Agreement. All
communications and notices shall be effective upon delivery in person or by courier, three (3) days after being
deposited in the United States mail or two (2) business hours after being sent by facsimile. Any party may change
his or her address and/or facsimile number by giving notice in writing, stating his or her new address and/or
facsimile number, to all of the other parties in the foregoing manner.

12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective assigns, legal representatives, executors, heirs and successors, provided,
however, that no party hereto shall have the right to assign any right hereunder or delegate any obligation
hereunder, in whole or in part, without the prior written consent of the other parties hereto, and any attempt to do
so shall be void.

13. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification or waiver of any
condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound and specifying with particularity the nature and extent of such amendment,
modification or waiver. Failure on the part of any party to complain of any act or failure to act of another party or
to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by
such party of its rights hereunder. Any waiver by any party of any default of another party shall not affect or
impair any right arising from any other or subsequent default. Nothing herein shall limit the remedies and rights of
the parties hereto under and pursuant to this Agreement.

14. SEVERABLE PROVISIONS; ENFORCEABILITY. Each provision of this Agreement is intended to be
severable. If any provision hereof shall be declared by a court of competent jurisdiction to be illegal,
unenforceable or invalid for any reason whatsoever, such illegality, unenforceability or invalidity shall not affect the
validity of the remainder of this Agreement.

15. ENTIRE AGREEMENT. This Agreement, including the exhibits and schedules hereto, and the Loan
Documents contain the entire understanding and agreement among the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings, express or implied, oral or written,
among the parties with respect to such subject matter. The express terms of this Agreement shall control and
supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. Each of the
exhibits and schedules hereto is incorporated herein by this reference and constitutes a part of this Agreement.

16. TERMINOLOGY. All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this Agreement or a limitation of the
scope of the particular paragraph or section to which they apply. All personal pronouns used in this Agreement,
whether used in the masculine, feminine, or neuter gender, shall, where appropriate, include all other genders and
the singular shall include the plural and vice versa.

17. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of which together shall
constitute one and the same agreement. This Agreement shall become binding when one or more counterparts
have been signed by each of the parties hereto and delivered to the other parties hereto.

18. LAW TO GOVERN. The enforcement, performance, discharge, lack of performance and formation of this
Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of
Arizona, regardless of any applicable conflict-of-law rules to the contrary.

19. ADDITIONAL ACTIONS. Each party hereto agrees to do all acts and things and to make, execute, and
deliver such written instruments and documents as shall from time to time be reasonably required to carry out the
terms and provisions of this Agreement.

20. ATTORNEYS' FEES. In the event of any claim, controversy or dispute arising out of or relating to this
Agreement, or the breach thereof, the prevailing party shall be entitled to recover reasonable attorneys' fees
incurred in connection with any arbitration or court proceeding set by the court sitting without a jury.

21. REMEDIES CUMULATIVE. The remedies of the parties hereto under this Agreement are cumulative and
shall not exclude any other remedies to which any party may be lawfully entitled.

22. COMPUTATION OF TIME. Whenever the last day for the exercise of any privilege or discharge of any
duty hereunder shall fall upon Saturday, Sunday or any public or legal holiday, whether under federal or state law,
the party having such privilege or duty shall have until 5:00 p.m. (Pacific time) on the next succeeding regular
business day to exercise such right or to discharge such duty.

23. AUTHORITY. Any individual signing below on behalf of a corporation, partnership or other entity hereby
personally represents that he or she has full authority to bind the party or parties on whose behalf he or she is
signing.

24. SUBMISSION TO JURISDICTION. The parties hereby:

(I) irrevocably submit to the jurisdiction of the Superior Court of Maricopa County, State of Arizona, or any
successor to said court, and to the jurisdiction of the United States District Court for the District of Arizona, or
any successor to said court (hereinafter referred to as the "Arizona Courts") for purposes of any suit, action or
other proceeding which relates to the transactions contemplated in this Agreement;

(II) to the extent permitted by applicable law, waive and agree not to assert by way of motion, as a defense or
otherwise in any such suit, action or proceeding, any claim that they are not personally subject to the jurisdiction
of the Arizona Courts; that the suit, action or proceeding is brought in an inconvenient forum; that the venue of the
suit, action or proceeding is improper; or that this Agreement or any transaction provided for herein may not be
enforced in or by the Arizona Courts; and

(III) agree not to seek, and hereby waive, any collateral review by any other court, which may be called upon to
enforce the judgment or any of the Arizona Courts, of the merits of any such suit, action or proceeding or the
jurisdiction of said Arizona Court.

25. TERMINATION. This Agreement shall terminate upon payment of the Loans and payment in full of all
amounts due and owing or which may become due and owing and full performance under the terms of the
Agreement for Secured Line of Credit and any of the other Loan Documents and Secured Party (a) will
immediately return to Debtor all of the collateral and execute and deliver any releases, assignments or any other
documents necessary to release the security interests and liens granted and conveyed to Secured party hereunder
(and not applied to pay the Loans), and any and all other instruments, certificates and the like delivered to
Secured Party pursuant hereto, and, (b) file any and all releases, termination statements and other notices to
evidence the termination of this Agreement and the security interests created hereby.

IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed,
as of the day and year first set forth above.

                  "DEBTOR"                             "SECURED PARTY"
                  Dynasig Corporation                        Visitalk Capital Corporation



                  By: /s/ Richard C. Kim                    By: /s/ M. S. Williams
                      ------------------                        ------------------
                  Name: Richard Kim                         Name: Michael S. Williams
                  Title: President                         Title: President
EXHIBIT A - COLLATERAL DESCRIPTION page 2 of 2

                                                EXHIBIT A
                                           SECURITY AGREEMENT

                                                  COLLATERAL
                                                 ALL PROPERTY

This is Exhibit A to the Security Agreement dated December 27, 2004, between Visitalk Capital Corporation, an
Arizona corporation ("Secured Party") and Dynasig Corporation, an Arizona corporation ("Debtor"). The
collateral covered by this financing statement consists of the Debtor's interest in all of the following property,
whether in all cases whether now owned or hereafter owned, presently existing or hereafter created, acquired or
arising, and wherever located:

A. All accounts, contract rights, chattel paper, instruments (including certificated securities), letters of credit and
documents;
B. All inventory, including without limitation: all goods intended for sale or lease by the Debtor, or for display or
demonstration; all work in process; all raw materials and other materials and supplies of every nature and
description used or which might be used in connection with the manufacture, printing, packing, shipping,
advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in the Debtor's business;
and all documents evidencing and general intangibles relating to any of the foregoing (referred to collectively as
"Inventory");
C. All equipment, machinery, molds, apparatus, fittings, furniture, fixtures, motor vehicles and other tangible
personal property (other than inventory) of every kind and description owned by the Debtor or in which the
Debtor has an interest, and all parts, accessories and special tools;
D. All general intangibles, including without limitation: all choices in action, causes of action, corporate or other
business records, deposit accounts, inventions, designs, patents, patent applications, trademarks, trademark
applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registration, licenses,
franchises, customer lists, tax refund, refund claims, and computer programs; all claims under guaranties, security
interests or other security held by or granted to the Debtor to secure payment of any obligation owed to the
Debtor; all rights to indemnification; and all other intangible property of every kind and nature (other than
accounts);
E. All monies and other property of any kind, now or at any time or times hereafter, in the possession or under
the control of the Secured Party or a bailee of the Secured Party;
F. All accessions to, substitutions for, and all replacements, products and cash and non-cash proceeds of A, B,
C, D and E above, including, without limitation, proceeds of unearned premiums with respect to insurance
policies insuring any of such property or interest;
G. All intellectual and copyrighted property, including but not limited to, any source code or other code necessary
to operate the Debtor's web site or web sites subsequently developed by the Debtor (jointly the "Site"), including
any programs provided by third parties and such intellectual property shall include all necessary and detailed
instructions as to how to compile or operate the Site as well as the rights to any programs that allow the site to
operate; and
H. All books and records (including, without limitation, customer lists, credit files, computer programs, printouts,
and other computer materials and records) of the Debtor pertaining to any of A, B, C, D, E, F or G above.
EXCHANGE AGREEMENT

This Exchange Agreement (the "Agreement") is entered into effective as of December 31, 2004, by and among
VT Gaming Services, Inc., an Arizona corporation ("VTG") and Dynasig Corporation, an Arizona corporation
("Dynasig").

                                                    RECITALS

A. Dynasig is a development stage company that has a pen-based authentication system that utilizes the dynamic
signature characteristics generated by a specifically designed writing instrument which has imbedded highly
sophisticated sensors that can measure pressure, angle, tilt, speed and acceleration (the "Bio-Pen") of a user's
writing behavior, hence; these characteristics are unique to that person and provide very accurate recognition.
The highly encrypted output of a Bio-Pen interacts with software either locally; on an intranet or over the Internet
to verify that the signature produced by the Bio-Pen is the signature of a registered user of a signature verification
system. Revenues from the Bio-Pen and software are expected to be obtained through the sale of Bio-Pens plus
the licensing of the verification software or DynaSig may develop a transaction based payment model for each
Bio-Pen signature verified (the "Business").

B. The Board of Directors of Dynasig has approved, subject to the terms of this Agreement, the transfer of all of
the outstanding stock of Dynasig to VTG.

C. The Board of Director of VTG has approved, subject to the terms of this Agreement, the acquisition of the
stock of Dynasig in exchange for common stock and preferred stock of VTG.

D. VTG, Dynasig and Dynasig Shareholders hereby enter into this Agreement to effectuate the foregoing on the
terms and conditions set forth herein.

                                                 AGREEMENTS

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

                                           ARTICLE 1 - EXCHANGE

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

1.2 Acquisition Price. In consideration for the acquisition of the Dynasig Shares, VTG shall issue the Dynasig
Shareholders 40,275,277 shares of VTG common stock and 496,096 shares of VTG Series A preferred stock
as specified on Schedule 1.2. The Series A preferred stock to be issued will start to accrue dividends on January
1, 2005.

1.3 Closing Date. The issuance and acquisition provided for herein shall be consummated and closed (the
"Closing") at the offices of VTG, 14647 S. 50th Street, Phoenix, Arizona 85044, at 1:00 P.M., local time, on
December 31, 2004 (herein referred to as the "Closing Date").

1.4 No-Competition Covenants. Upon the Closing, Richard Kim shall become an officer and director of VTG as
contemplated in Section 6.2(e) hereof and shall execute an Executive Employment Agreement attached hereto as
Exhibit
1.4. Such agreement shall include non competition covenants.

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

                                    ARTICLE 2 - ADDITIONAL TERMS
2.1 Private Placement. VTG shall, immediately prior to the Closing, designate 2,000,000 undesignated preferred
shares as shares of its Series A Preferred Stock which shall have the rights, privileges and restrictions as set forth
in the Certificate of Designation attached hereto as Exhibit 2.1(a). VTG shall enter into an agreement in the form
of Exhibit 2.1(b) attached hereto with Visitalk Capital Corporation d/b/a Aztor Capital ("Aztor ") to advise VTG
regarding the private placement of the Series A Preferred shares in a placement that qualifies under Rule 506 of
Regulation D as promulgated under the Securities Act of 1933 as amended ("Securities Act").

2.2 Other Agreements. At the Closing, VTG shall enter into that that certain Shareholder's Agreement in form
attached hereto as Exhibit 2.2.

2.3 Eligibility for Trading of Company Common Shares. After Closing, VTG shall use its commercially
reasonable efforts, to cause VTG's common stock to be listed for trading at its sole option with the OTC Bulletin
Board or other national exchange or trading market with greater eligibility requirements ("Primary Market"). In
furtherance thereof, subject to VTG's ability utilizing commercially reasonable efforts to obtain appropriate
accounting information, VTG shall (i) on or before January 1, 2006, prepare and file with the Securities and
Exchange Commission a Form 10-SB, (ii) coordinate and facilitate the filing on or before January 1, 2006 a
Form 15c211 by a qualified market maker and (iii) on or before January 1, 2006, use its commercially
reasonable efforts to cause VTG to be listed in a recognized manual of securities and shall provide all required
information with respect to such listing. Upon listing on the Primary Market, VTG shall (i) timely file all reports as
required under the Securities Exchange Act of 1934 to maintain the status of VTG as a reporting company under
such act, (ii) maintain and update as required its listing in a recognized securities manual and (iii) not take or allow
any other person to take any action which would be reasonably expected to result in the delisting or suspension
of VTG common stock on the Primary Market. VTG shall pay all fees and expenses in connection with satisfying
its obligations under this Section. The foregoing not withstanding, the requirements set forth above do not include
any obligation on VTG to register any VTG common stock under the Securities Act of 1933, nor shall VTG be
required to raise any additional capital or take any steps to increase its net worth other than those that may be
required under this Agreement, to accomplish either clause (ii) or (iii) of the second sentence of this Section.

2.4 Name Change. Shortly after the Closing Date, and in any event, before the VTG lists its common stock on
the Primary Market, VTG shall change its name to Dynamic Biometric Systems, Inc.

                                   ARTICLE 3
             REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF DYNASIG

As an inducement to VTG to enter into and perform this Agreement, Dynasig covenants, represents and warrants
to, and agrees with, VTG as follows:

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

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

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

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

3.5 Taxes. Dynasig has not filed with appropriate federal, state and local governmental agencies all tax returns
and reports required to be filed by Dynasig. To the best knowledge and belief of Dynasig, Dynasig has paid all
taxes and assessments which became due prior to the date hereof. Dynasig warrants that it will file those returns
and reports as soon as reasonably practical and that is will provide such evidence as VTG shall reasonably
require to prove it has complied with this Section 3.5. This warranty survives the Closing Date until after all
returns and reports are filed.

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

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

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

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

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

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

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

3.8 Insurance. Dynasig has in effect the insurance coverage with respect to the Business described in Schedule
3.8 attached hereto, which description includes the name of the insurer, the policy number, the name of the
insured, the type and amount of coverage and risks insured, and Dynasig has delivered to VTG complete and
accurate copies of all such insurance policies. To the best of Dynasig's knowledge and belief, such insurance
coverage, as to amounts and types of coverage and risks insured, is adequate for the Business as presently
conducted.

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

3.10 Patents, Copyrights, Trademarks, Etc.

(a) Dynasig owns all patents or exclusive rights to use patents on a worldwide basis, trademarks and copyrights,
if any, necessary to conduct the Business, or possesses adequate licenses or other rights, if any, therefore, to the
best of Dynasig's knowledge and belief, without conflict with the rights of others. Schedule 3.10 attached hereto
is a true and correct description of the following (together with the Intellectual Property, the "Proprietary Rights"):

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

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

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

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

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

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

3.13 Commitments.

(a) As of the date hereof, except as specified on Schedule 3.13, Dynasig has not entered into nor are its assets or
business bound by, whether or not in writing, any (i) partnership or joint venture agreement; (ii) deed of trust or
other security agreement; (iii) guaranty or surety ship, indemnification or contribution agreement or performance
bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention
in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan
agreement or other obligation relating to indebtedness for borrowed money or money lent to another; (vii) deed
or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with
dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix)
lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (x) agreement relating to any
matter or transaction in which an interest is held by a person or entity which is an affiliate of Dynasig; (xi) any
agreement for the acquisition of services, supplies, equipment, or other personal property entered into other than
in the ordinary course of business and involving more than $5,000.00 in the aggregate; (xii) powers of attorney;
(xiii) contracts containing noncompetition covenants; (xiv) agreement relating to any material matter or transaction
in which an interest is held by a person or entity which is an "affiliate" of Dynasig as that term is defined in Rule
144(a)(i) of the Securities and Exchange Commission under the securities Act of 1933, or any "associate" of any
such affiliate as that term is defined in Regulation 14A of the general rules and regulations under the Securities
Exchange Act of 1934;
(xv) any other contract or arrangement that involves either an unperformed commitment in excess of $5,000.00
or that terminates more than one year from the date hereof; or (xvi) any other agreement or commitment not
made in the ordinary course of business or that is material to the business or financial condition of Dynasig (all of
the foregoing are hereinafter collectively referred to as the "Commitments"). True, correct and complete copies of
the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have
heretofore been delivered to VTG. To the best of Dynasig's knowledge and belief, there are no existing defaults,
events of default or events, occurrences or acts that, with the giving of notice or lapse of time or both, would
constitute defaults, and no penalties have been incurred nor are amendments pending, with respect to the
Commitments. The Commitments are in full force and effect and are valid and enforceable obligations of the
parties thereto in accordance with their terms, and no defenses, off-sets or counterclaims have been asserted or,
to the best of the knowledge of Dynasig, may be made by any party thereto, nor has Dynasig waived any rights
thereunder. Dynasig is not a party to, and none of its assets are subject to or otherwise affected by, any
agreement or instrument, or any charter or other restriction, or any judgment, order, writ, injunction, decree, rule
or regulation, that could or does materially adversely affect its assets or business.

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

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

3.15 Investment Intent. The shares of VTG's common and preferred stock transferred to Dynasig's shareholders
in exchange for the Dynasig stock are being acquired by the Dynasig Shareholders for their own account, with the
intention of holding for investment and with no present intention of dividing or allowing others to participate in this
investment or of reselling or otherwise participating directly or indirectly in a distribution of such shares. Dynasig
understands that such shares are "restricted securities" as defined under Rule 144 as promulgated under the
Securities Act and will bear an appropriate legend indicating that such shares can not be sold or transferred
without registration under the Securities Act or pursuant to applicable exemption from such registration.

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

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

                                         ARTICLE 4
                           REPRESENTATIONS AND WARRANTIES OF VTG

As an inducement to Dynasig to enter into and perform this Agreement, VTG and Visitalk Capital Corporation
("VCC") covenant, represent and warrant to, and agree with Dynasig as follows:

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

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

4.3 Capitalization.

(a) Authorized Capital Stock. As of the Closing Date (i) the authorized capital stock of VTG consists of
200,000,000 shares of common stock with no par value and 10,000,000 shares of preferred stock,
undesignated as to other attributes, with a par value of $.001 per share, and (ii) VTG has issued and outstanding
a total of 5,000,000 shares of common stock and has designated 2,000,000 shares of preferred stock as Series
A Preferred stock pursuant to Schedule 2.1(a). Additional shares of Common Stock will be issued under the
Bankruptcy Plan confirmed by the Bankruptcy Court on August 27, 2004 (the "Plan") in accordance with the
Plan's rounding provisions.

(b) Warrants Outstanding. VTG was formed in accordance with the Second Joint Plan of Reorganization of
Visitalk.com, Inc. under the auspices of the Bankruptcy Court (the "Plan") and is committed to issue under the
Plan a maximum of approximately 8,900,000 of Series A Warrants and 8,900,000 Series B Warrants, each of
which entitle the holder thereof to purchase one share of VTG's common stock at $2.00 per share and which
expire on February 17, 2006; a maximum of approximately 8,900,000 of Series C Warrants and 8,900,000
Series D Warrants each of which entitle the holder thereof to purchase one share of VTG's common stock at
$3.00 per share and which expire on February 17, 2006; and a maximum of approximately 8,900,000 Series E
Warrants and 8,900,000 Series F Warrants each of which entitle the holder thereof to purchase one share of
VTG's common stock at $4.00 per share and which expire on February 17, 2006. The exact number of
Warrants will be determined in accordance with the Plan.

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

(d) No Pre-Emptive Rights. Except for the Warrants and Class A preferred stock, VTG has no outstanding
obligations for the issuance of or conversion into any shares of its capital stock and there are no pre-emptive or
other rights held by any current or former shareholder of VTG with respect to the issuance of any shares of its
capital stock.

4.4 Valid Issue. Upon issuance, the 40,275,277 shares of common stock and 496,096 shares of Series A
preferred stock of VTG issued in exchange for the Dynasig capital stock shall be duly and validly authorized and
issued, fully paid and non-assessable.

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

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

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

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

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

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

4.11 Consent and Authority of VCC. VCC consents to this Agreement. VCC has the full legal power and
authority to enter into and perform this Agreement, and the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate any provision of law, VCC's Articles of
Incorporation or VCC's bylaws. VCC has taken all necessary action (including action of VCC's board of
directors, as required but excluding consent of VCC's shareholders) to authorize and approve the execution and
delivery of this Agreement and the performance of the transactions contemplated hereby. VCC further represents
and warrants that this Agreement does not adversely affect any VCC obligations or contracts.

                               ARTICLE 5 - ADDITIONAL AGREEMENTS

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

                                ARTICLE 6 - CONDITIONS PRECEDENT

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

(a) Representations, Warranties and Covenants. The representations and warranties of Dynasig contained in
Article 3 hereof shall be true and correct as of the date when made and as of the Closing Date, except to the
extent necessary to reflect the consummation of the transactions provided for herein and except as otherwise
contemplated by this Agreement. Dynasig shall have duly performed and complied with all agreements, covenants
and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing
Date.
(b) Licenses, Permits, Approvals, Etc. VTG shall have applied for and obtained all governmental, administrative
and other licenses, permits, approvals, consents and authorizations, which, in the opinion of VTG, are required or
desirable in connection with VTG's acquisition of the Dynasig capital stock, and its intended use and operation of
the Business and which could not be transferred directly from Dynasig to VTG, all of which shall be in full force
and effect and not subject to appeal.

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

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

(e) No Adverse Changes. There shall have been no adverse changes in the operations, conditions (financial or
otherwise), properties, assets, business or prospects of the Business.
(f) Legal Matters. There shall have been furnished to the general counsel for VTG certified copies of such
corporate records of Dynasig and copies of such other documents as such counsel may reasonably have
requested. All legal matters and proceedings in connection with this Agreement and the transactions contemplated
hereby shall have been approved by such counsel.
(g) Receipt of Closing Documents. VTG shall have received all of the closing documents referred to in Section
7.1 hereof.

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

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

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

(c) No Adverse Changes. There shall have been no adverse changes in the operations, conditions (financial or
otherwise), properties, assets, business or prospects of the VTG.
(d) Officers and Directors. VTG shall cause Michael S. Williams to tender his resignation as an officer of VTG.
At the conclusion of the Closing, the following persons shall be members of the Board of Directors and the
officers of the corporation:

                      Richard C. Kim                 Chief Executive Officer, Director
                      Michael S. Williams            Chairman of the Board, Director
                      Lanny R. Lang                  Secretary, Treasurer and Director




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

                                  ARTICLE 7 - CLOSING DOCUMENTS

7.1 Section Documents to be Delivered by Dynasig. Dynasig agrees to deliver to VTG on the Closing Date the
following:

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

(b) Certificate of Secretarial Officer of Dynasig. Certificate of the Secretary of Dynasig dated the Closing Date
with respect to corporate proceedings authorizing this Agreement and the transactions contemplated thereunder.

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

7.2 Documents to Be Delivered by VTG. VTG agrees to deliver to Dynasig on the Closing Date the following:

(a) Certificate of Secretarial Officer of VTG. Certificate of the Secretary of VTG dated the Closing Date with
respect to corporate proceedings authorizing this Agreement and the transactions contemplated thereunder.

(b) Other Documents. Such other documents and showings as shall reasonably be requested by Dynasig.
                                     ARTICLE 8
                   TERMINATION, AMENDMENTS, WAIVER AND ASSIGNMENT

8.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:
(a) By mutual consent of VTG and Dynasig;

(b) By VTG (i) if in good faith opinion of VTG, upon written notice with reasonable rights to cure within a
minimum of five days from such notice, Dynasig has breached any of the representations, warranties or covenants
of this Agreement or (ii) if any of the conditions precedent as set forth in Section 6.1 above have not been
performed by the Closing Date;
(c) By Dynasig (i) if in good faith opinion of Dynasig, upon written notice with reasonable rights to cure within a
minimum of five days from such notice, VTG has breached any of the representations, warranties or covenants of
this Agreement or (ii) if any of the conditions precedent as set forth in
Section 6.2 above have not been performed by the Closing Date.

8.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, there shall
be no liability on the part of either party to the other, provided, however, that (a) this Section 8.2 shall not
preclude liability attaching to a party who has caused the termination hereof by willful act or willful failure to act in
violation of the terms and provisions of this Agreement, and (b) termination of this Agreement shall not terminate
or affect the agreements of the parties hereto set forth in Sections 9.3 or 9.5 hereof. [double check these]

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

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

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

                                    ARTICLE 9 - GENERAL PROVISIONS

9.1 Indemnification.

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

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

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

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

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

(i) The inaccuracy of any representation or warranty made by VTG hereunder;
(ii) The breach of any of the agreements or covenants of VTG contained herein or in any certificate or other
document delivered by VTG to Dynasig in accordance with the terms hereof, and

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

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

If to Dynasig:

                                           Dynasig Corporation
                                      c/o Richard Kim
                                      12587 Laurel Lane
                                      Scottsdale, AZ 85259


                                      If   to VTG:
                                            Visitalk     Capital    Corporation




14647 South 50th Street, Suite 130
Phoenix, Arizona 85044
Attn: Michael S. Williams

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

9.4 Expenses. Except as set forth below, the parties shall bear their own respective legal, accounting, title and
other related expenses in connection with this Agreement and the issuance and acquisition provided for
hereunder. In the event of termination of this Agreement under Section 8.1 by Dynasig without reasonable cause,
Dynasig agrees to reimburse VTG for its costs and expenses incurred in connection with preparation of this
Agreement. The parties agree that it would be difficult to determine the exact amount of damages and therefore
agree that in the event of such a termination, that Dynasig shall pay liquidated damages to VTG in the amount of
$50,000.

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

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

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

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

9.9 Effect of Attachments. Each Schedule referred to herein shall be deemed a part of this Agreement to the
same extent as if each such Schedule was set forth herein in its entirety.
In Witness Whereof, this Agreement has been executed by the parties hereto as of the day and year first written
above.

"VTG" "DYNASIG"
VT Gaming Services, Inc. DynaSig Corporation

                          /s/ M. S. Williams                 /s/ Richard C. Kim
                          By: Michael S. Williams            By: Richard Kim
                          Its: President                     Its: President




"VCC"
Visitalk Capital Corporation

                                         /s/ M. S. Williams
                                         By: Michael S. Williams
                                         Its: President
     LIST OF EXHIBITS OR SCHEDULES

1.1      Dynasig Shareholders; addresses and SS#
1.2      Shares to be issued in the exchange
1.4      Executive Employment Agreement
2.1(a)      Certificate of Designation
2.1(b)      Financial Services Advisory Agreement
2.2      Shareholder's Agreement
3.7      Adverse Claims
3.8      Insurance Policies
3.9      Litigation
3.10      Proprietary Rights
3.11      Financial Statements of DynaSig
3.13      Commitments
4.7      Financial Statements of VTG
              EXHIBIT 1.1

DYNASIG SHAREHOLDERS; ADDRESSES AND SS#
SCHEDULE 1.1 TO THE EXCHANGE AGREEMENT
DYNASIG SHAREHOLDER INFORMATION

NAME                                                                     ADDRESS                     CITY
Richard C. Kim                                                           12578 E. Laurel Ln.   Scottsdale
David C. Kim                                                4880 Lower Roswell Rd. Ste. 640    Marietta
Zezen-Zakur Holdings, LLC, Michael S. Williams, President   14647 S. 50th Street, Ste 130      Phoenix
Byong-Kwan Rho                                              3002 W. Glenhaven Dr.              Phoenix
Allen Hong & Erica Yunsook Hong                                        4140 Elizabeth Court    Cypress
Wayne Chodosh                                               31 Aylmer Parade, Aylmer Road      London
Herman Dreier                                               930 W. Los Altos Road              Tucson
First Electronics, Inc., Chong Cho, President                              211 W. Vaughn St.   Tempe
Matthew E. Doty                                             1444 E. Desert Flower Ln.          Phoenix
Timothy Lee                                                 7701 W. St. John Rd., #1157        Glendale
Dale Geiger                                                              531 W. Sundance Way   Chandler
John Camozzi                                                225 Bush St., Sixth Floor          San Francisco
Perrin Vitkus                                               PO Box 21302                       Mesa


Richard Kyung Lee & Choong Y.Cho                                           1249 Oakhaven Rd.   Arcadia
Joanna Choe-Kim or Glen Choe                                             1779 Old Canton Rd.   Marietta
Allen Hong & Erica Yunsook Hong                                        4140 Elizabeth Court    Cypress
Perrin Vitkus                                               PO Box 21302                       Mesa
Kadae (Gertrude) Kang                                                       13419 Larkin Dr.   Minnetonka
Taewoo Ham & Heiyoung Ham                                                 1408 Richards Ave.   San Jose
Edward C. Rubadue                                                      4514 Lone Tree Drive    Loveland
David A. & Barbara K. Rann                                                      9827 Swan Cr   Fountain Vall


NAME                                                            PHONE             CELL
Richard C. Kim                                                480-661-8018     602-326-8976
David C. Kim                                                  678-560-3945     770-335-1821
Zezen-Zakur Holdings, LLC, Michael S. Williams, President     480-759-9400     602-617-8346
Byong-Kwan Rho                                                480-763-6942     602-326-4989
Allen Hong & Erica Yunsook Hong                               714-484-2624     714-614-2625
Wayne Chodosh                                                44 2083470400    44 7971881661
Herman Dreier                                                 520-797-0224     602-321-4881
First Electronics, Inc., Chong Cho, President                 480-730-1900
Matthew E. Doty                                               602-284-7724     602-625-7018
Timothy Lee                                                   623-487-0016     623-703-1413
Dale Geiger                                                   480-855-4797
John Camozzi                                                  415-397-2700     925-519-3139
Perrin Vitkus                                                 480-234-1131     480-227-5378


Richard Kyung Lee & Choong Y.Cho                              626-301-0025     213-216-7733
Joanna Choe-Kim or Glen Choe                                  678-560-7646     404-285-9398
Allen Hong & Erica Yunsook Hong                               714-484-2624     714-614-2625
Perrin Vitkus                                                 480-234-1131     480-227-5378
Kadae (Gertrude) Kang                                         952-525-9610     952-270-0710
Taewoo Ham & Heiyoung Ham                                     408-295-1408     408-828-2424
Edward C. Rubadue                                           (970) 669-5657   (970) 691-1155
David A. & Barbara K. Rann                                    714-968-1454     323-788-1270
                                            EXHIBIT 1.2

                        SHARES TO BE ISSUED IN THE EXCHANGE


                                               % TOTAL    % OF CLASS    VTG SERIES A PREFFERED ISSUED   VTG SHA
                                               --------   -----------   -----------------------------   -------
Common
Richard C. Kim                    4,000,000      80.00%        87.43%                                       87.
David C. Kim                        350,000       7.00%         7.65%                                        7.
Zezen-Zakur Holdings, LLC           100,000       2.00%         2.19%                                        2.
Byong-Kwan Rho                       35,000       0.70%         0.77%                                        0.
Allen Hong & Erica Yunsook Hong      20,000       0.40%         0.44%                                        0.
Wayne Chodosh                        12,500       0.25%         0.27%                                        0.
Herman Dreier                        12,500       0.25%         0.27%                                        0.
First Electronics, Inc.              10,000       0.20%         0.22%                                        0.
Matthew E. Doty                      10,000       0.20%         0.22%                                        0.
Timothy Lee                          10,000       0.20%         0.22%                                        0.
Dale Geiger                           5,000       0.10%         0.11%                                        0.
John Camozzi                          5,000       0.10%         0.11%                                        0.
Perrin Vitkus                         5,000       0.10%         0.11%                                        0.

Sub-Total Common:                 4,575,000      91.50%       100.00%                                      100.
                                                                                                        check =

VTG Shareholders

 PREFERRED A                      DYNASIG                                                               CONVERT
-------------------------------   ---------                                                             -------
Joanna Choe-Kim or Glen Choe         70,000       1.40%        16.47%                          84,815        0.
Joanna Choe-Kim or Glen Choe         10,000       0.20%         2.35%                          12,116        0.
Joanna Choe-Kim or Glen Choe         20,000       0.40%         4.71%                          24,167        0.
Taewoo Ham & Heiyoung Ham            10,000       0.20%         2.35%                          11,882        0.
Edward C. Rubadue                     5,000       0.10%         1.18%                           5,921        0.
David A. & Barbara K. Rann            5,000       0.10%         1.18%                           5,898        0.
Richard Kyung Lee & Choong Cho       20,000       0.40%         4.71%                          23,510        0.
Kadae Kang                           20,000       0.40%         4.71%                          23,427        0.
Allen Hong & Erica Yunsook Hong     100,000       2.00%        23.53%                         116,685        0.
Richard Kyung Lee & Choong Cho      100,000       2.00%        23.53%                         115,658        0.
Richard Kyung Lee & Choong Cho       20,000       0.40%         4.71%                          22,967        0.
Perrin Vitkus                        45,000       0.90%        10.59%                          49,050        0.
Sub-Total Common:                   425,000       8.50%       100.00%                         496,096


Total                             5,000,000     100.00%




Common
Richard C. Kim                     78.252
David C. Kim                        6.847
Zezen-Zakur Holdings, LLC           1.956
Byong-Kwan Rho                      0.685
Allen Hong & Erica Yunsook Hong     0.391
Wayne Chodosh                       0.245
Herman Dreier                       0.245
First Electronics, Inc.             0.196
Matthew E. Doty                     0.196
Timothy Lee                         0.196
Dale Geiger                         0.098
John Camozzi                        0.098
Perrin Vitkus                       0.098     4,181,585

Sub-Total Common:                  89.501


VTG Shareholders                    0.000

 PREFERRED A
-------------------------------
Joanna Choe-Kim or Glen Choe        1.795
Joanna Choe-Kim or Glen Choe        0.256
Joanna Choe-Kim or Glen Choe        0.511
Taewoo Ham & Heiyoung Ham           0.251
Edward C. Rubadue                   0.125
David A. & Barbara K. Rann            0.125
Richard Kyung Lee & Choong   Cho      0.498
Kadae Kang                            0.496
Allen Hong & Erica Yunsook   Hong     2.470
Richard Kyung Lee & Choong   Cho      2.448
Richard Kyung Lee & Choong   Cho      0.486
Perrin Vitkus                         1.038
Sub-Total Common:                    10.499
                                          -

Total                               100.000
                                              EXHIBIT 1.4

                            EXECUTIVE EMPLOYMENT AGREEMENT

The Executive Employment Agreement is included under Exhibit 10.2 of this Form 10-SB and incorporated
herein by reference.
      EXHIBIT 2.1 (A)

CERTIFICATE OF DESIGNATION
VT GAMING SERVICES, INC.
EXHIBIT A TO THE CERTIFICATE OF DESIGNATION OF
THE SERIES A PREFERRED SHARES

                                    CERTIFICATE OF DESIGNATION

NAME. The name of the corporation is VT Gaming Services, Inc., an Arizona corporation (the "Corporation").

TEXT OF RESOLUTION. The Board of Directors (the "Board") of the Corporation duly adopted a resolution
in the form attached hereto as Exhibit A and incorporated herein by this reference, establishing and designating
the Series A 15% Cumulative Convertible Preferred Stock of the Corporation, and fixing and determining the
relative preferences, privileges and voting powers of the shares of such Series and the restrictions and
qualifications thereof, all as set forth in such resolution.

STATEMENT AND DATE OF ADOPTION. The aforementioned resolution was duly adopted by the Board
effective as of December 31, 2004.

IN WITNESS WHEREOF, the undersigned hereby certify this 31st day of December, 2004, that the foregoing
statement has been duly adopted by and on behalf of the Corporation as set forth above.

                                       /s/ Michael S. Williams
                                       -----------------------
                                  Michael S. Williams, President ATTEST:

                                       /s/ Lanny R. Lang
                                       -----------------
                                  Lanny R. Lang, Secretary
                           RESOLUTION OF DESIGNATION OF
             SERIES A 15% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
                              VT GAMING SERVICES, INC.

RESOLVED, that pursuant to the authority granted to the Board of Directors (the "Board") of VT Gaming
Services, Inc. (the "Company") and in accordance with the provisions of the Articles of Incorporation of the
Company, the Board hereby creates a series of preferred stock designated as Series A 15% Cumulative
Convertible Preferred Stock with a Preference Amount equal to $1.00 per share, states the number of shares
thereof to be 2,000,000 shares and fixes the relative rights, preferences and limitations of such shares as follows:

1. DEFINITIONS.

For purposes of this Resolution, the following definitions shall apply:

1.1. Accrual Date shall mean each March 31st, June 30th, September 30, and December 31 starting March 31,
2005, for so long as any Shares remain outstanding. Such accrual shall commence when cash equivalent funds
are accepted for the purchase of Shares and in the case of an event which occurs other than on an Accrual Date,
including but not limited to Liquidation Events or establishing a Redemption Price, or other similar event, on such
actual date.

1.2. Audited Net Revenues shall mean revenues, net of any allowances for returns, allowances or other
adjustments required by Generally Acceptable Accounting Principals, consistently applied, as reported by a
independent accounting firm which is both qualified to prepare reports for companies reporting to the SEC and
mutually acceptable to a majority of the Holders. Such revenues will be calculated from Company annual reports
delivered within 91 days of the end of the Company's fiscal year.

1.3. Board shall mean the Board of Directors of the Company.

1.4. Common Stock shall mean the common stock of the Company.

1.5. Common Stock Equivalent shall mean any securities convertible into Common Stock or exercisable for the
purchase of Common Stock whose conversion price, exercise price, or equivalent is less than or equal to the
Conversion Price.

1.6. Company shall mean VT Gaming Services, Inc., an Arizona corporation or any successor.

1.7. Controlling Holders shall mean Holders which own a majority of the Shares issued under this Certificate of
Designation as indicated on the records of the Company.

1.8. Conversion Date shall mean the date on which the Shares are converted to Common Stock whereupon the
rights of the Record Holders will cease with respect to the Shares and certificates for shares of Common Stock
will be issued to such Record Holders who will become the holders of record of the Shares of Common Stock
represented thereby.

1.9. Conversion Price shall mean the initial price of $ 0.105 but which may be adjusted in accordance with
Section 5.

1.10. Cumulative Dividend shall mean a dividend with respect to the Shares accruing from the date of payment of
consideration for the Shares to the Accrual Date at a rate of 15% per annum of the Preference Amount ($.15 per
Share per year).

1.11. Demand Event shall mean (a) anytime after July 1, 2006, if the Company fails to maintain trading status on
the OTC Bulletin Board or other national exchange or trading market with greater eligibility requirements or
(b) any breach in the terms of this Certificate of Designation.

1.12. Distribution shall mean the transfer of cash or property without consideration, by way of dividend or
otherwise (except a dividend in shares of the capital stock of the Company), or the purchase or redemption of
shares of capital stock of the Company for cash or property, excluding the repurchase of any shares from a
terminated employee or consultant of the Company within terms of the agreement providing such repurchase.

1.13. Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

1.14. Liquidation Event shall mean any liquidation, dissolution or winding up of the Company or the sale or
transfer of all or substantially all of the assets of the Company, whether voluntary or involuntary. This shall include
a merger where the common shareholders of the Company do not hold a majority of the equity in the surviving
entity.

1.15. Person shall mean an individual, a partnership, a joint venture, a limited liability company, a corporation, a
trust, an unincorporated organization or government or any department or any agency thereof.

1.16. Preference Amount shall mean $1.00 per Share.

1.17. Record Holder or Holder shall mean any Person who has legal title to the Shares as set forth by the stock
ownership records of the Company as of the particular record date.

1.18. Redemption Date shall mean the date fixed by the Redemption Notice for the Company to exercise its
optional Redemption Rights.

1.19. Redemption Demand shall mean the notification by the Controlling Holders that the Company has caused a
Demand Event.

1.20. Redemption Notice shall mean a written notice mailed to each Holder 45 days in advance of the
Redemption Date.

1.21. Redemption Price shall mean the cash amount of the Preference Amount per Share and, in addition, an
amount in cash equal to all accrued and unpaid dividends on the Shares accumulated as provided in Paragraph
2.1 to and including the date fixed for redemption, and theretofore unpaid.

1.22. Redemption Rights shall mean the right of the Company to repurchase the Shares upon proper notice.

1.23. SEC shall mean the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act or the Exchange Act.

1.24. Securities Act shall mean the Securities Act of 1933, as amended.

1.25. Share shall mean a share of Series A Preferred Stock.

1.26. Shareholder shall mean any Person who has legal title to the Common Stock, the Series A Preferred Stock
or any other series of preferred stock of the Company designated with the right to receive liquidation proceeds of
the Company as set forth by the stock ownership records of the Company as of the particular record date.

2. DIVIDENDS.

2.1. General Obligation. When and as declared by the Board, the Company shall pay dividends to the Record
Holders. Except as otherwise provided herein, Cumulative Dividends on each Share will accrue on each Accrual
Date after consideration for the Shares are received whether or not such dividends shall have been declared or
whether or not there are profits, surplus or other funds of the Company legally available for the payment of such
dividends, provided, however, dividends will be paid only at such time as both (i) funds of the Company are
legally available for payment thereof and (ii) the Board declares and authorizes such payment.

2.2. Priority. The Shares are senior to all other capital stock of the Company, including the Common Stock any
other series or class of stock as may be designated by the Board from time to time, in right of priority to
Distributions paid as dividends or otherwise. No dividends or other Distributions with respect to any other series
or class of capital stock of the Company shall be declared or paid prior to the declaration and payment in full of
all Cumulative Dividends accrued as of the last proceeding Accrual Date.

3. LIQUIDATION EVENT AND REDEMPTION.
3.1. Upon Liquidation. Upon occurrence of a Liquidation Event, the Record Holders will be entitled to be paid,
before any payment or other Distribution is made upon any other equity securities of the Company, an amount in
cash equal to the Preference Amount plus any accrued but unpaid dividends thereon up to the date of occurrence
of the Liquidation Event. Depending on the date of the of the Liquidation Event, after the Preference Amount plus
accrued dividends have been paid on all outstanding Shares any remaining funds and assets of the Company
legally available for distribution to the Shareholders will be distributed ratable among the Shareholders in
accordance with their Common Stock holdings on an as converted basis. This means the Holders will participate
with the holders of the Common Stock in the balance of the Distribution in an amount equal to the number of
shares of Common Stock the Holders would have received if the Shares had converted immediately prior to the
Liquidation Event. For example, if the Shares outstanding at the time of the Liquidation Event converted into 10%
of the Company, then the Holders of such Shares would get their Preference Amount and any accrued and
unpaid dividends and then receive 10% of the amount to be distributed to the Common Stock Shareholders
thereafter. This right to share on a "as converted" basis shall be limited to each Record Holder receiving twenty
(20) times the amount they paid to purchase their Shares until December 31, 2006, but thereafter this right to
participate is unlimited. The Holders, in their sole option, always have the right to convert their Shares and
participate in the proceeds from the Liquidation Event as Common Stock. Any dispute regarding the Distribution
proceeds between the Holders and the Company shall be determined by an appraisal by a mutually agreed upon
appraiser. The Company and the Holders shall each pay one-half of the cost of this appraisal.

3.2. If upon any Liquidation Event the assets of the Company to be distributed among the Record Holders are
insufficient to permit payment in full to each Record Holder of the Preference Amount plus any accrued and
unpaid dividends thereon, then the entire assets to be distributed will be distributed ratably among such Record
Holders. The Company will mail written notices of a Liquidation Event not less than 20 days prior to the payment
date stated therein to each Record Holder.

3.3. Company Redemption.

3.3.1. The Company may at any time it may lawfully do so, at the option of the Board of Directors, redeem all,
but not less than all, of the Shares by paying the Redemption Price in cash.

3.3.2. At least 45 days prior to the date fixed for any redemption of the Shares the Company shall mail, postage
prepaid, a Redemption Notice to each Record Holder at such Record Holder's post office address last shown on
the records of the Company, stating the Company's intention to redeem the Shares. Such Redemption Notice
shall specify the Redemption Date, the date on which the Record Holders' conversion rights relating to the Shares
terminate and call upon the Record Holders to surrender to the Company, in the manner and at the place
designated, the certificates representing the Shares to be redeemed. On or after the Redemption Date, each
Record Holder of the Shares to be redeemed shall surrender the certificate or certificates representing the Shares
to the Company in the manner and at the place designated in the Redemption Notice, and thereupon the
Redemption Price shall be paid to the order of the person whose name appears on such certificate or certificates
as the owner thereof, and each surrendered certificate shall be cancelled. From and after the Redemption Date,
unless there shall be a default in the payment of the Redemption Price, all rights of the Record Holders of the
Shares, except the right to receive the Redemption Price without interest thereon upon the surrender of their
certificate or certificates, shall cease. Such Shares shall not thereafter be transferable on the books of the
Company or be deemed outstanding for any purpose whatsoever.

3.3.3. On or prior to the Redemption Date, the Company shall deposit the Redemption Price of all Shares then
outstanding with one of the largest 50 banks in the United States, or any affiliate bank thereof, as a trust fund for
the benefit of the Record Holders. Any moneys so deposited by the Company relating to Shares converted into
Common Stock shall be immediately returned to the Company no later than the day after the Redemption Date.
The Company may request release of the funds upon voluntary conversions. Any moneys remaining unclaimed at
the expiration of one year following the Redemption Date shall be returned to the Company upon its request
expressed in a resolution of the Company's Board of Directors. If no claim is submitted within three years of the
Redemption Date, the Company may cancel the Shares and the Holder shall have no further claim on the
Company.

3.4. Optional Holder Redemption. Upon the occurrence of any Demand Event, at the sole option of the
Controlling Holders, such Holders may elect, in their sole discretion, to demand the Company pay within five
business days from the date of the Notice all the Holders the Redemption Price. The Controlling Holders may
appoint an agent and such agent's acts will bind all other Holders.
3.4.1. Default on the Redemption Demand. If the Company fails to pay the Redemption Price of a Redemption
Demand when due, upon 10 days notice the Controlling Holders or their agent, if one has been appointed, may
declare a default in the Redemption Demand and thereafter an amount equal to 120% of the Redemption Price
shall be payable to the Holders and shall be evidenced by a note or notes issued by the Company (the
"Redemption Notes"). Such Redemption Notes shall bearing annual interest at a rate of 20% per annum payable
monthly and will be due on demand. The Company will, immediately upon notice, execute documentation to
secure its liability under the Redemption Notes by a pledge of all its assets.

3.4.2. Power of attorney. Upon the declaration of a default under the prior section, an agent representing a
majority of the Holders shall have the right to act as the attorney in fact for the Company for the purpose of
issuing the notes and executing security interests and pledges on all of the Company's assets.

3.4.3. Right to additional Board seats. Upon the conversion of the Shares into a Note or Notes under this
section, if necessary, the Company's by-laws shall be deemed amended and the Holders shall have the right to
immediately and without further notice appoint a majority of the Company's Board of Directors.

4. CONVERSION.

4.1. Voluntary Conversion. At any time prior to a Redemption Date, but not thereafter, Record Holders of
Shares shall have the right to convert the Shares and any accumulated dividends into shares of Common Stock in
accordance with Section 4.3 or 4.4 hereof.

4.2. Automatic conversion. Starting one year after the Company's Common Stock starts trading on either the
OTC Bulletin Board or the NASDAQ, if the asking price of the Common Stock on the OTC Bulletin Board or
the NASDAQ exceeds five times the Conversion Price for 60 consecutive trading days, the Shares and any
accumulated dividends will automatically convert into Common Stock in accordance with Section 4.3 hereof. The
Company shall send a notice to Holders upon such automatic conversion.

4.3. Conversion Ratio. Upon conversion of the Shares, Record Holders shall receive the number of shares of
Common Stock equal to (i) the Preference Amount plus all accrued and unpaid dividends divided by (ii) the
Conversion Price, unless the Holders elect to have such dividends paid in cash under
Section 4.4 hereof.

4.4. Mechanics of Conversion. Each Record Holder who converts Shares into Common Stock shall surrender
the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the
Shares and shall give written verification to the Company of the number of Shares being converted. Thereupon,
the Company shall promptly issue and deliver by overnight delivery to such Record Holder a certificate or
certificates for the number of shares of Common Stock to which such Record Holder is entitled. Upon the
surrender of any Share certificate the Holder may elect through a written notice to have undeclared cumulative
Dividends as accrued under the provisions of
Section 2, paid in cash within 30 days of surrender of the Share certificate.

4.5. Fractional Shares. Any fractional shares of Common Stock to be issued upon the conversion of the Shares
shall be rounded up to the next whole share of common stock.

5. ANTI-DILUTION ADJUSTMENTS.

The Conversion Price and the number and kind of Shares shall be subject to adjustment from time to time upon
the happening of certain events as provided in this Article 5.

5.1 Mechanical Adjustments.

5.1.1 In the event the Company at any time or from time to time prior to the exercise of the conversion of all the
Shares shall declare or pay any dividend on the Common Stock payable in Common Stock or Common Stock
Equivalents, or effect a subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock or Common Stock Equivalents),
then and in any such event, the Conversion Price shall be adjusted by multiplying the Conversion Price prior to
the adjustment by the number of shares of Common Stock (including all Common Stock issuable in exchange for
Common Stock Equivalents, if applicable) outstanding immediately prior to the effective time of such event and
dividing the result by the number of shares of Common Stock outstanding immediately after the effective time of
such event, effective in the case of such dividend, immediately after the close of business on the record date for
the determination of holders of Common Stock entitled to receive such dividend, or in the case of a subdivision
or combination, at the close of business immediately prior to the date upon which such corporate action becomes
effective.

5.1.2 In the event the Company at any time or from time to time prior to the exercise of the conversion rights of
all the Shares makes, or fixes a record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in capital stock of the Company other than shares of Common Stock or
Common Stock Equivalents, then and in each such event provision shall be made so that the Holders shall receive
upon exercise of their conversion rights, in addition to the number of shares of Common Stock receivable
thereupon, the amount of securities which such Holders would have received had they exercised their conversion
rights prior to such effective record date.

5.1.3 All calculations under this Section 5.1 shall be made to the nearest cent or to the nearest one-hundredth of
a share, as the case may be.

5.2 Notices of Adjustment. Whenever the number of Shares or the Conversion Price is adjusted as herein
provided, the Company shall prepare and deliver forthwith to the Holders a certificate signed by (i) its Chief
Executive Officer and President; and (ii) any Vice President, Treasurer or Secretary. Such certificate shall set
forth the adjusted number of Common Shares purchasable upon the conversion of the Shares and the Conversion
Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment
and setting forth the computation by which such adjustment was made.

5.3 No Adjustment for Cash Dividends. Except as provided in Section 5.1 of this Agreement, no adjustment in
respect of any cash dividends shall be made while the Shares are outstanding. However, Holder's shall receive a
written notice of such declaration of such dividend payable at least 20 days prior to the Record Date. Holders
have the right but not the obligation to notify the Company of their election to convert before the Record date and
receive such Dividend.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or
other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding
Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation
or merger of the Company with or into another corporation (other than merger with a subsidiary in which the
Company is the continuing corporation and that does not result in any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the class issuable upon the conversion of the Shares) or
in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the
Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such
transaction, cause such successor or purchasing corporation, as the case may be, to execute an agreement
granting all Holders the right thereafter to convert the Shares into the kind and amount of shares, and other
securities and property which the Holder would have owned or have been entitled to receive after the happening
of such reclassification, change, consolidation, merger, sale or conveyance had the conversion right been
exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such
shares of stock, and other securities and property, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article 5. In the event that in connection with any such reclassification, capital
reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be
issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the
provisions of Article 5. The provisions of this Section 5.4 shall similarly apply to successive reclassifications,
capital reorganizations, consolidations, mergers, sales or conveyances.

Dilutive Issuance. Except as provided in Section 5.9 below, in the event the Company shall issue additional
shares of Common Stock or Common Stock Equivalents without consideration or for a consideration per share
less than the Conversion Price in effect on the date of and immediately prior to such issuance (a "Dilutive Price"),
then, and upon such event, the then Conversion Price shall be reduced concurrently with such issuance to the
Conversion Price determined as follows: (i) the number of shares of Common Stock and Common Stock
Equivalents outstanding immediately prior to the issuance that results in the adjustment, shall be multiplied by (ii)
such Conversion Price in effect immediately prior to such issuance, and to the result (iii) shall be added the actual
consideration received for the additional shares of Common Stock and Common Stock Equivalents, thereupon
the resulting total (iv) shall be divided by the sum of (A) the number of shares of Common Stock and Common
Stock Equivalents outstanding immediately prior to the issuance that results in the adjustment and (B) the number
of additional shares of Common Stock and Common Stock Equivalents resulting in the adjustment. If the quotient
thus obtained is less than the Conversion Price then in effect, such quotient shall be the adjusted Conversion Price
until further adjusted as provided herein. In the event that the amount raised at the Dilutive Price is greater than an
accumulated amount of $500,000 since the date of the approval of this Certificate of Designation and the average
price paid is less than the Conversion Price then in effect, then the Conversion Price shall be adjusted to the
lowest price paid for these securities without the calculations required by this Section 5.5

Determination of Consideration. For purposes of Section 5.5, the consideration received by the Company for the
issuance of any additional shares of Common Stock or Common Stock Equivalents shall be computed as follows:

5.6.1. all calculations under this Section 5.6 shall be made to the nearest cent or to the nearest one-hundredth of
a share, as the case may be.

5.6.2. insofar as the consideration consists of cash, the aggregate amount of cash received by the Company
excluding amounts paid or payable for accrued interest or accrued dividends;

5.6.3. insofar as the consideration consists of property other than cash, at the fair value thereof at the time of such
issue, as determined in good faith by the Board; and

5.6.4. in the event additional shares of Common Stock are issued together with other shares of securities or other
assets of the Company for consideration which covers both, the proportion of such consideration so received,
computed as provided in 5.6.2. and 5.6.3. above, as determined in good faith by the Board.

5.6.5. If the Controlling Holders dispute the finding of the Board, all such determinations shall be made by a
mutually agreed upon appraiser.

5.6.6. For the purpose of computing the initial adjustment of the Conversion Price, in the event the Company
Common Stock Equivalents, the consideration per share received by the Company for such Common Stock
Equivalents shall be determined by dividing:

5.6.6.1. the total amount, if any, received or receivable by the Company as consideration for the issue of such
Common Stock Equivalents, plus the minimum aggregate amount of additional consideration payable to the
Company upon the exercise or the conversion of exchange of such Common Stock Equivalents, or in the case of
options for convertible securities, the exercise of such options for convertible securities and the conversion or
exchange of such convertible securities, by

5.6.6.2. the maximum number of shares of Common Stock issuable upon the exercise of or the conversion or
exchange of Common Stock Equivalents

5.6.6.3Issuance Costs. Any commission, fees, costs or other expenses related to the issuance of any additional
shares of Common Stock or Common Stock Equivalents shall not be included in the consideration received by
the Company.

Adjustments for Other Dividends. In the event the Company at any time or from time to time makes, or fixes a
record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution
payable in capital stock of the Company other than shares of Common Stock, then and in each such event,
provision shall be made so that the Record Holders receive upon conversion thereof, in addition to the number of
shares of Common Stock receivable thereupon, the amount of securities of the which such Record Holders
would have received had the Shares been converted prior to such effective record date.

Exceptions. Excluding issuances to Shareholders and affiliates of Shareholders that own more than 20% of the
Company's outstanding Common Stock and voting Common Stock Equivalents, the foregoing provisions of this
Article 5 notwithstanding, no adjustment shall apply to the issuance of up to 3,000,000 shares of Common Stock
authorized for issuance under an employee stock ownership plan.

"Tag Along" Rights. If any Holders receive an offer to purchase any of their Shares by a third party, whereby
such third party (including any affiliate or person or persons that are acting in concert with such third party) would
have effective control of the outstanding voting shares of the Company, such Holder shall not entertain, accept or
otherwise negotiate such offer unless such offer is extended to all of the Holders.

6. RIGHTS AND RESTRICTIONS.

6.1 Board Representation. For so long as the Shares remain outstanding, the Board shall not exceed five
members and the Holders shall elect one member to the Board voting as provided in Article 8 below.

6.2 Restrictions. Without the affirmative approval of at least 67% of the issued Shares, the Company may not

6.2.1 Issue Senior Securities. Authorize or issue, or obligate itself to issue, any other equity security senior to or
on a parity with the Series A Preferred, as to dividend, liquidation preferences or conversion rights;

6.2.2 Change its Authorized Shares. Increased or decrease (other than by redemption or conversion) the total
number of authorized shares of Series A Preferred Stock;

6.2.3 Change the rights of the Shares. Change, by amending the Company's Articles of Incorporation, by-laws,
or otherwise, any of the rights, preferences, privileges or limitations provided for herein for the benefit of the
Shares.

6.2.4 Create a Preference to the Shares. Make any Distribution, as a dividend, in liquidation or otherwise, in
preference to the distribution rights of the Shares.

6.3 Non limiting as to business combinations. Nothing in the Article shall be construed as limiting the Company's
ability to make any subdivision or combination of the outstanding Common Stock or approving any merger,
consolidation, asset sale or stock sale.

7. RIGHT OF FIRST REFUSAL.

Excluding (a) a firmly underwritten stock offering with proceeds exceeding $10,000,000; or (b) the issuance of
shares of Common Stock upon the exercise of the series A through F warrants; or (c) shares issued under a
qualified employee stock ownership plan; each Record Holder shall be given the right to purchase such Record
Holder's pro rata portion of any equity securities offered by the Company (other than the warrants or options
offered to employees and consultants under the Incentive Stock Option Plan, shares issued in a merger or in
connection with obtaining a lease line, line of credit or a similar financing transaction) on the same terms and
conditions as the Company offers such securities to other potential investors. The pro rata portion to which each
Record Holder is entitled shall be calculated based upon such Record Holder's percentage of ownership of the
Company's outstanding Common Stock assuming conversion of all outstanding convertible securities and of the
Shares as provided in Section 4.3 hereof.

8. VOTING RIGHTS.

Each Share will vote on an "as converted" basis except the Shares shall vote as a single class to elect one director
to serve on the Company's board of directors or other matters identified in Article 6. Any action to be taken by
the Record Holders as a class may be taken without a separate meeting, by consent resolution of the Controlling
Holders or the required percentage of Shares as the case may be.

9. INFORMATION RIGHTS.

The Company shall provide to all Record Holders an audited annual report containing a balance sheet, income
statement and statement of cash flows for the fiscal year within 90 days after the end of each fiscal year. Such
financial statements shall be prepared by an independent auditing firm acceptable to the SEC.

10. NOTICES.

All notices referred to herein, except as otherwise expressly provided, will be hand delivered or made by mail,
postage prepaid, and will be deemed to have been given when so hand delivered or mailed to the last known
address of the Record Holder as set forth on the stock ledger of the Company.
                                                  35
                                             EXHIBIT 2.1 (B)

                         FINANCIAL SERVICES ADVISORY AGREEMENT

The Financial Services Advisory Agreement is included under Exhibit 10.3 of this Form 10-SB and incorporated
herein by reference.
                                               EXHIBIT 2.2

                                   SHAREHOLDER'S AGREEMENT

The Shareholder's Agreement is included under Exhibit 9.1 of this Form 10-SB and incorporated herein by
reference.
          EXHIBIT 3.7

        ADVERSE CLAIMS

None.
    EXHIBIT 3.8

INSURANCE POLICIES
                                           INSURANCE POLICIES

The following have been provided to VT Gaming Services, Inc.:

- $2 million liability insurance covering the property leased from Milicevic in Scottsdale, AZ.
        EXHIBIT 3.9

        LITIGATION

None.
    EXHIBIT 3.10

PROPRIETARY RIGHTS
                                          PROPRIETARY RIGHTS

The following have been provided to VT Gaming Services, Inc.:

- All DynaSig and Bio-Pen related material, design, and software has been assigned to and is owned by DynaSig
per agreements with Richard Kim and OptiSense.

- OptiSense Agreement.

- Software licensing agreement from EzValidation.

- Assignment documents relating to two existing patent applications, owned by Richard Kim, which have been
assigned to DynaSig as well as all related claims for inventions related to DynaSig. Future inventions covered by
the R Kim employment agreement, which is part of the Exchange Agreement.
          EXHIBIT 3.11

FINANCIAL STATEMENTS OF DYNASIG
                                       1

                              DYNASIG CORPORATION

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

                                  -UNAUDITED-

Prepared: December 31, 2004
                                               -UNAUDITED-

These financial statements have not been audited or reviewed by independent auditors and no opinion or any
other form of assurance is provided. Although we have made every effort to make full and complete disclosure,
these financial statements may omit disclosures required by GAAP. If omitted disclosures were included in these
financial statements, they might influence conclusions about Company financial matters, and therefore are not
designed for those who are not informed about such matters.
                                                       11

                                        DYNASIG CORPORATION

                                              BALANCE SHEET
                                             DECEMBER 31, 2004

                                                -UNAUDITED-

ASSETS

CURRENT ASSETS:
Cash
Accounts receivable
Inventories
Prepaid expenses and other current assets
Total current assets

MACHINERY AND EQUIPMENT, net
PATENT AND INTELLECTUAL PROPERTY RIGHTS, net
LICENSES AND TECHNOLOGY, net
OTHER ASSETS, net


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable
Due to related party
Notes payable
Other accrued liabilities
Total current liabilities


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:

Undesignated Preferred stock; authorized 4,000,000 shares, no shares issued and outstanding

Series A Preferred; $1.00 liquidation preference, 1,000,000 shares authorized, 425,000 issued and outstan

Common stock; no par value, authorized 10,000,000 shares, 4,575,000 shares issued and outstanding
Accumulated deficit
Total stockholders' deficit




The accompanying notes are an integral part of this balance sheet.
                                                                  2004          2003
                                                               ----------    ----------

                         REVENUES                              $    9,030    $       -

                         COSTS OF REVENUES                         10,138            -

                         GROSS MARGIN/(LOSS)                      (1,108)            -
                                                               ----------    ----------

                         OPERATING EXPENSES:
                         Research and development                  228,982      86,919
                         Selling and marketing                      25,843      12,026
                         General and administrative                 76,873      51,565
                         Legal and professional fees                12,634      28,528
                         Depreciation and amortization              10,786         834
                         Total operating expenses                  355,118     179,872
                                                                             ----------

                         LOSS FROM OPERATIONS                   (356,226)    (179,872)

                         OTHER INCOME/(EXPENSE):
                         Interest expense                          (4,694)       (138)
                         Interest income                              106         244
                         Total other income/(expense)              (4,588)        106

                         NET LOSS                              $(360,814)    $(179,766)
                                                               ----------    ----------




The accompanying notes are an integral part of these financial statements.
                                                  4
                                         DYNASIG CORPORATION

                              NOTES TO THE FINANCIAL STATEMENTS
                                       DECEMBER 31, 2004

                                                 -UNAUDITED-

(1) ORGANIZATION AND OPERATIONS

Dynasig Corporation (the "Company") was incorporated in Arizona on June 17, 2003. The Company develops
and sells the Dynasig System. The Dynasig System consists of a proprietary dynamic biometric capture device
(the "Bio-Pen") plus the proprietary registration and authentication software necessary to verify the actual process
of creating a signature using the Bio-Pen. The Bio-Pen measures the signature process by translating speed, tilt,
pressure and other variables of the Bio-Pen as it is used into a highly secure, digital pattern. The Bio-Pen's
proprietary software decrypts the pattern and evaluates it against a registration pattern to identify an authorized
signer. The Company believes the Dynasig System will be used for access control and authentication activities of
various types.

(2) GOING CONCERN

The Company faces many operating and industry challenges. There is no meaningful operating history to evaluate
the Company's prospects for successful operations. The Company has incurred net losses and has had negative
operating cash flow since inception. Future losses are anticipated and the Company's operations, even if
successful, may not result in cash flow sufficient to finance the continued expansion of its business. The
Company's success is also dependent on several key employees.

The accompanying consolidated financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed, the Company has incurred losses since inception and has not yet
obtained capital needed to achieve management's plans and support its operations and there is no assurance that
the Company will be able to raise such financing. These factors raise substantial doubt about the Company's
ability to continue as a going concern. In view of these matters, realization of a major portion of the assets is
dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to
meet its financing requirements and the success of its future operations. The consolidated financial statements do
not include any adjustments that might result from this uncertainty.

On December 27, 2004, the Company entered into a secured line of credit agreement (the "LOC") with Visitalk
Capital Corporation ("VCC") (see Note 8). The purpose of the LOC is to provide working capital to allow the
Company to continue operations while seeking additional capital. The Company also expects to offer additional
shares of its Series A 15%, Cumulative, Convertible Preferred stock for $1.00 per share (the "Offering"). A total
of $425,000 was raised during the years ended December 31, 2004 and 2003.
Although no assurances can be given, management believes that the borrowings available under the LOC and
anticipated proceeds from the Offering will allow the Company to obtain sufficient capital for operations and to
continue as a going concern.

(3) SIGNIFICANT ACCOUNTING POLICIES

                                        BASIS OF PRESENTATION

On June 17, 2003, Optisense Corporation ("Optisense"), which is 100% owned by Richard C. Kim Ph.D., the
Company's Chief Executive Officer and largest shareholder, entered into an agreement with the Company to
develop the Dynasig System (see Note 7). Due to the related party nature of the transactions between Optisense
and the Company, all Optisense expenses have been recognized by the Company. The accompanying financial
statements have been prepared in accordance with generally accepted accounting principles for transactions
involving entities under common control.

                                         REVENUE RECOGNITION

The Company expects to derive revenues from the sale of various configurations of the Dynasig System. Such
systems may include a license to software products under software license agreements. The Company recognizes
revenues in accordance with Statement of Position ("SOP") 97-2, Software Revenue Recognition, and SOP 98-
9, Modifications of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions. If
customer contracts contain multiple elements, and vendor-specific objective evidence exists for all undelivered
elements, the Company accounts for the delivered elements in accordance with the "Residual Method" prescribed
by SOP 98-9.

In the case of software license agreements, sales are recognized when persuasive evidence of an arrangement
exists, the fee is fixed or determinable, collection is probable, and delivery and customer acceptance of the
software products have occurred. In the event the Company grants its customers the right to specified upgrades,
license revenue is deferred until delivery of the specified upgrade. If vendor-specific objective evidence of fair
value exists for the specified upgrade, then an amount equal to this fair value is deferred. If vendor-specific
objective evidence of fair value for the upgrade does not exist, then the entire license fee is deferred until the
delivery of the specified upgrade. In instances where vendor obligations remain, revenues are deferred until the
obligation has been satisfied.

                                           COSTS OF REVENUES

Costs of revenues include materials and labor associated with the installation, implementation, warranty and
support of the Bio-Pen and components sold. In addition, costs of revenues include a charge for inventory related
to discontinued or unsalable versions of the Bio-Pen, totaling $7,815 for the year ended December 31, 2004.
MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.

                                     CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and all highly liquid investments with maturity of three months or
less when purchased.

                                           ORGANIZATION COSTS

Organization costs are amortized on the straight-line basis over five years.

 IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of an asset to future,
undiscounted, net cash flows expected to be generated by the asset. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

                              FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist primarily of cash, and obligations under accounts payable and accrued expenses.
The carrying amounts of cash, accounts payable and accrued expenses approximate fair value because of the
short maturity of those instruments. The Company has applied certain assumptions in estimating these fair values.
The use of different assumptions or methodologies may have a material effect on the estimates of fair value.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations as incurred.

                          PATENT AND INTELLECTUAL PROPERTY RIGHTS

The cost of any applications for patent and intellectual property rights and their prosecution to final award will be
capitalized and amortized over the estimated remaining life of the respective patent and intellectual property rights
STOCK BASED COMPENSATION

The Company applies the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for
Stock Issued to Employees, and provides the pro forma net earnings and pro forma earnings per share
disclosures for employee stock option grants as if the fair-value-based method defined in Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, had been applied. In
accordance with APB No. 25, compensation expense is recorded on the date an option is granted only if the
current market price of the underlying stock exceeds the exercise price. The Company has granted no employee
stock options since inception.

                                               LOSS PER SHARE

The Company has adopted SFAS No. 128, Earnings per Share, which supercedes APB No. 15. Basic EPS
differs from primary EPS calculation in that basic EPS does not include any potentially dilutive securities. Diluted
EPS must be disclosed regardless of dilutive impact to basic EPS.

                                                INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Deferred income tax expense represents the change during
the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and
liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

                           RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision
of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However,
SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an
alternative. SFAS No. 123(R) will be effective for the Company in the first interim or annual reporting period
beginning after December 15, 2005. The adoption of this standard may have a material impact on the Company's
financial statements assuming employee stock options are granted in the future.

(4) MACHINERY AND EQUIPMENT

Machinery and equipment as of December 31, 2004 is as follows:

                                  Machinery and equipment                $ 12,615
                                  Office furniture and equipment            1,464
                                  Capitalized molds                        20,663
                                                                           34,742
                                  Less: Accumulated depreciation          (10,399)
                                                                         ---------
                                                                         $ 24,343




Depreciation expense totaled $9,646 and $752 for the years ended December 31, 2004 and 2003, respectively.

(5) PATENT AND INTELLECTUAL PROPERTY RIGHTS

Richard C. Kim Ph.D., the Company's Chief Executive Officer and largest shareholder, is the original developer
of the Dynasig System. Dr. Kim has assigned all his rights in the Dynasig System to the Company. On August 23,
2004, Dr. Kim filed a formal patent application covering certain aspects of the current version of the Dynasig
System in the United States and filed a world patent application under the Patent Cooperation Treaty (PCT)
rules. Before February 2007, the Company must select individual countries in which to seek this extended patent
protection and sustain the cost of such applications and prosecutions. Dr. Kim intends to file additional formal
patents related to the Dynasig System in the future, which will also be assigned to the Company.

The Company has also developed manufacturing processes and component designs that it considers "trade
secrets," and that it believes would make the Dynasig System difficult to produce by other manufacturers. The
Company has agreements with its officers and will enter into agreements with any new employees that any new
features, trade secrets and patents developed in the future are owned exclusively by the Company.

(6) LICENSES AND TECHNOLOGY

Licenses and technology as of December 31, 2004 consist of the following:

                               Purchased license rights       $   10,000
                               Less: Accumulated amortization     (1,000)
                                                               ==========
                                                              $    9,000
Amortization expense totaled $1,000 and $-0- for the years ended December 31, 2004 and 2003, respectively.
Amortization expense related to these intangible assets is expected to be as follows for years ended December
31:
                                            2005       $    4,000
                                            2006            4,000
                                            2007            1,000
                                                       ==========
                                                       $    9,000

                                            (7)    DUE TO RELATED PARTY




Optisense Corporation ("Optisense") is 100% owned by Richard C. Kim Ph.D., the Company's Chief Executive
Officer and largest shareholder. On June 17, 2003, Optisense entered into an agreement with the Company to
develop the Dynasig System (the "Optisense Agreement"). The Optisense Agreement required fixed payments of
$15,000 per month plus the reimbursement of certain out-of-pocket related expenses. On December 31, 2003,
the Optisense Agreement was amended to allow Optisense to hire two employees dedicated to the Bio-Pen
project and for the Company to fully reimburse Optisense for this expense. Due to the related party nature of this
transaction, all Optisense expenses have been recognized by the Company. Any amounts paid to Optisense over
actual expenses have been charged to research and development expenses as a management fee. This
management fee totaled $81,432 and $37,026 for the years ending December 31, 2004 and 2003, respectively.
The Company owes Optisense $85,444 as of December 31, 2004. Other than this liability, the Company
expects to perform all its own development work in the future and have a very limited relationship with Optisense.

(8) NOTES PAYABLE

Notes payable as of December 31, 2004 is as follows:

                                   Line of Credit borrowings           $   25,000
                                   Note payable to Milestone               45,823
                                                                       ==========
                                                                       $   70,823




On December 27, 2004, the Company entered into a line of credit agreement ("LOC") with VCC for up to
$100,000. Any advances under the LOC are secured by a lien on all of the Company's assets. Notes are issued
under the LOC as advances are made to the Company (the "LOC Notes"). Interest on the LOC Notes accrues
at 15% per annum. The LOC Notes and any accrued interest are convertible into shares of Series A Preferred
stock at a price of $1.00 per share. During the year ended December 31, 2004, the Company borrowed
$25,000 under the LOC. Accrued interest totaled $25 as of December 31, 2004. The LOC expires on
December 31, 2005.

The note payable to Milestone as of December 31, 2004 is payable to Milestone Equity Partners Phoenix, LLC
in the principal amount of $55,000 (the "Milestone Note"). The Milestone Note was issued for a mutual release
of all claims arising from a Consulting Agreement between the Company and Milestone dated June 20, 2003.
The Milestone Note is due on December 20, 2005, bears no stated interest, is secured on all the assets of the
Company, and has preemptive conversion and acceleration rights related to capital raised by the Company since
its issuance. For accounting purposes, interest has been imputed at 10% and the note principal originally
recorded in the amount of $45,823. Interest expense totaled $138 and $4,670 for the years ended December
31, 2004 and 2003, respectively. Accrued interest totaled $4,808 as of December 31, 2004.

(9) STOCKHOLDERS' EQUITY

                                            AUTHORIZED CAPITAL

The Company's authorized capital consists of 10,000,000 shares of common stock, no par value, and 5,000,000
shares of preferred stock. The board of directors of the Company, in its sole discretion, may establish par value,
divide the shares of preferred stock into series, and fix and determine the dividend rate, designations,
preferences, privileges, and ratify the powers, if any, and determine the restrictions and qualifications of any series
of preferred stock as established. The holders of common stock are entitled to one vote for each share held of
record on each matter submitted to a vote of shareholders. Holders of common stock have no preemptive rights
or rights to convert their common stock into any other securities. In June 2003, the board of directors of the
Company designated 1,000,000 shares of the Company's authorized preferred stock as Series A Preferred
stock.
                                      SERIES A PREFERRED STOCK

As of December 31, 2004, 425,000 shares of Series A Preferred stock are issued and outstanding. The Series
A Preferred stock bears a 15% cumulative dividend and has a per share liquidation preference equal to $1.00
plus any unpaid dividends ("Liquidation Preference"). As of December 31, 2004, the board of directors of the
Company has declared no dividends. Dividends must be declared by the board of directors of the Company to
become payable. If cash dividends were to be paid, the Series A Preferred stock would have preference in
payment of dividends over the common stock and any other series of preferred stock later designated.

Each share of Series A Preferred stock and any accumulated dividends are initially convertible into one shares of
the Company's common stock. Holders of shares of Series A Preferred stock may elect to convert at any time.
Other attributes of the Series A Preferred stock are priority of class, liquidation preference, anti-dilution
protection and adjustment, right of first refusal to the holders, and voting rights on an as converted basis. The
Series A Preferred stock is senior to all other capital stock of the Company. In the event of liquidation, the
holders of Series A Preferred stock will be entitled to be paid an amount in cash equal to the Liquidation
Preference, before any other payment or distribution is made. The Series A Preferred stock is protected from a
dilutive issuance of additional shares of stock at a per share less than the conversion price at the date of such new
issuance. Each share of Series A Preferred stock votes with the shares of common stock as a single class on all
matters except for matters that affect the rights of the Series A Preferred stock, in which case the Series A
Preferred stock votes separately as a single class.
COMMON STOCK TRANSACTIONS

The initial capitalization of the Company was 4,000,000 shares of common stock issued to Richard C. Kim
Ph.D., the Company's Chief Executive Officer and largest shareholder for $4,000 cash. Between June and
December 2003, the Company issued 575,000 shares of common stock for consulting fees, valued at $.001 per
share, or $575, to 12 individuals and entities that assisted in the start-up and development costs of the Company.

(10) INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has a
deferred income tax asset of $209,311 as of December 31, 2004. The net deferred income tax asset has been
reduced in its entirety by a valuation allowance. No provision or benefit for income taxes has been reported in the
accompanying statements of operations since any current income tax benefit would be offset by an equal increase
in the valuation allowance. The valuation allowance increased by $144,587 and $64,724 during the years ended
December 31, 2004 and 2003 respectively.

(11) RELATED PARTIES

                                       OPTISENSE CORPORATION

Optisense Corporation ("Optisense") is 100% owned by Richard C. Kim Ph.D., the Company's Chief Executive
Officer and largest shareholder. As discussed in Note 7, Optisense entered into an agreement with the Company
to develop the Dynasig System. The Company owes Optisense $85,444 as of December 31, 2004. Other than
this liability, the Company expects to perform all its own development work in the future and have a very limited
relationship with Optisense.

(12) COMMITMENTS AND CONTINGENCIES

                                    EMPLOYMENT COMMITMENTS

The Company executed an employment agreement with Richard C. Kim Ph.D., the Company's Chief Executive
Officer and largest shareholder. This agreement requires Dr. Kim's exclusive service to the Company in exchange
for minimum annual salary of $100,000. This agreement also provides for discretionary bonuses determined by
the board of directors of the Company and contains customary non-compete covenants and the assignment by
Dr. Kim of any new features, trade secrets and/or patents developed by the Company, in the future. Upon
termination for reasons other than for cause, the Company will be obligated to Dr. Kim for a 24 month severance
payment equal to twice his average salary and bonus paid out over a 24 month period. Therefore, the aggregate
potential commitment under this agreement is $200,000 as of December 31, 2004.
 EXHIBIT 3.13

COMMITMENTS
                                            COMMITMENTS

The following have been provided to VT Gaming Services, Inc.:

- Milestone Note and Security Agreement;

- The OptiSense Agreement;

- All mold cost from Plastic Tooling Co. were transferred to and assumed by DynaSig.
        EXHIBIT 4.7

FINANCIAL STATEMENTS OF VTG
                                         9

                              VT GAMING SERVICES, INC.

                              FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2004

                                    -UNAUDITED-

Prepared: December 31, 2004
                                               -UNAUDITED-

These financial statements have not been audited or reviewed by independent auditors and no opinion or any
other form of assurance is provided. Although we have made every effort to make full and complete disclosure,
these financial statements may omit disclosures required by GAAP. If omitted disclosures were included in these
financial statements, they might influence conclusions about Company financial matters, and therefore are not
designed for those who are not informed about such matters.
                                       VT GAMING SERVICES, INC.

                                              BALANCE SHEET
                                             DECEMBER 31, 2004

                                                -UNAUDITED-

                                                    ASSETS

ASSETS

                                                                                                             C
Cash                                                                                                 $       2
Total current assets                                                                                         2

TECHNOLOGY RIGHTS
OTHER ASSETS, net                                                                                            6
                                                                                                     $       9

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable                                                                                     $
Total current liabilities

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:

Undesignated Preferred stock; authorized 10,000,000 shares, no shares issued and outstanding

Common stock; no par value, authorized 200,000,000 shares, 5,046,779 shares issued and outstanding    1,0
Accumulated deficit                                                                                     (
Total stockholders' deficit                                                                            (9
                                                                                                     ----
                                                                                                     $ 9
                                                                                                     ----

REVENUES                                                                                                 $

COSTS OF REVENUES

GROSS MARGIN/(LOSS)
                                                                                                         --

OPERATING EXPENSES:
General and administrative
Depreciation and amortization
Total operating expenses
                                                                                                         --

LOSS FROM OPERATIONS                                                                                         (

OTHER INCOME/(EXPENSE):
Interest expense
Interest income
Total other income/(expense)

NET LOSS                                                                                                 $(
                                                                                                         --




The accompanying notes are an integral part to these financial statements.
                                        VT GAMING SERVICES, INC.

                               NOTES TO THE FINANCIAL STATEMENTS
                                        DECEMBER 31, 2004

                                                 -UNAUDITED-

(1) ORGANIZATION AND OPERATIONS

VT Gaming Services, Inc. (the "Company") was incorporated in Arizona on September 3, 2004 as a wholly
owned subsidiary of Visitalk Capital Corporation ("VCC"). The Company was formed as part of the
implementation of a confirmed Chapter 11 reorganization plan (the "Visitalk Plan") of visitalk.com, Inc.
("Visitalk.com"). The Visitalk Plan was deemed effective by the Bankruptcy Court on September 17, 2004 (the
"Effective Date"). On September 22, 2004, Visitalk.com was merged into VCC, which was authorized as the
reorganized debtor under the Visitalk Plan.

The Company's original intended business was to use Visitalk.com's technology to facilitate peer-to-peer
computer gaming activities. To enter this business, the Visitalk Plan authorized the Company to acquire certain
technology rights from VCC as of the Effective Date. To acquire these rights, the Company issued VCC
5,000,000 shares of common stock, plus common stock purchase warrants allowing holders to purchase
additional shares of the Company's common stock (the "Plan Warrants"). The number of Plan Warrants is
subject to adjustment in accordance with the Visitalk Plan (see Note 7).

The Visitalk Plan further authorized VCC to then distribute 839,368 of these shares of common stock to
approximately 240 creditors of Visitalk.com and all the Plan Warrants to approximately 645 claimants of
Visitalk.com, in various ratios in accordance with the Visitalk Plan (see Note 10). After the distribution of
common stock and Plan Warrants, VCC owned approximately 83.2% of the Company's outstanding common
stock. Other than the issuance of its common stock and Plan Warrants to VCC as described above, the
Company has no liabilities of any kind related to any Visitalk.com claimant or shareholder.

(2) GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going
concern. The Company has incurred losses since inception and has not yet obtained capital needed to achieve
management's plans and support its operations and there is no assurance that the Company will be able to raise
such financing. These factors raise substantial doubt about the Company's ability to continue as a going concern.
In view of these matters, realization of a major portion of the assets is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to meet its financing requirements and the
success of its future operations. The financial statements do not include any adjustments that might result from this
uncertainty. The Company relies on VCC to provide funds to meet its operating requirements.
(3) SIGNIFICANT ACCOUNTING POLICIES

                                         BASIS OF PRESENTATION

As of December 31, 2004, the Company was a majority owned subsidiary of VCC. The accompanying financial
statements have been prepared in accordance with generally accepted accounting principles for transactions
involving entities under common control. The Company had not commenced sales, marketing and promotional
activities as of December 31, 2004 and could be considered in the development stage. The Company will
continue in the development stage until it is generating revenues from the sales of products or services.

                                        MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.

                                     CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and all highly liquid investments with maturity of three months or
less when purchased.

                                           ORGANIZATION COSTS

Organization costs are amortized on the straight-line basis over five years.

 IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of an asset to future,
undiscounted, net cash flows expected to be generated by the asset. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

                              FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist primarily of cash, and obligations under accounts payable and accrued expenses.
The carrying amounts of cash, accounts payable and accrued expenses approximate fair value because of the
short maturity of those instruments. The Company has applied certain assumptions in estimating these fair values.
The use of different assumptions or methodologies may have a material effect on the estimates of fair value.
RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations as incurred.

                                     STOCK BASED COMPENSATION

The Company applies the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for
Stock Issued to Employees, and provides the pro forma net earnings and pro forma earnings per share
disclosures for employee stock option grants as if the fair-value-based method defined in Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, had been applied. In
accordance with APB No. 25, compensation expense is recorded on the date an option is granted only if the
current market price of the underlying stock exceeds the exercise price. The Company has granted no employee
stock options since inception.

                                               LOSS PER SHARE

The Company has adopted SFAS No. 128, Earnings per Share, which supercedes APB No. 15. Basic EPS
differs from primary EPS calculation in that basic EPS does not include any potentially dilutive securities. Diluted
EPS must be disclosed regardless of dilutive impact to basic EPS.

                                                INCOME TAXES

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes.
SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires
the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is
more likely than not that such portion of the deferred tax asset will not be realized.

The Company filed a consolidated tax return under a tax sharing agreement with VCC, from inception through
December 31, 2004. Accordingly, the income tax effect of the Company's operations are included in VCC's
consolidated income tax return. The current and deferred income tax expense and benefit are determined and
allocated to the Company as if it were a separate taxpayer.

                           RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision
of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However,
SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an
alternative. SFAS No. 123(R) will be effective for the Company in the first interim or annual reporting period
beginning after December 15, 2005. The adoption of this standard may have a material impact on the Company's
financial statements assuming employee stock options are granted in the future.

(4) TECHNOLOGY RIGHTS

As discussed in Note 1, the Company's original intended business was to use Visitalk.com's technology to
facilitate peer-to-peer computer gaming activities. To enter this business, the Visitalk Plan authorized the
Company to acquire certain technology rights from VCC as of the Effective Date. To acquire these rights, the
Company issued VCC 5,000,000 shares of common stock, plus the Plan Warrants. In accordance with generally
accepted accounting principles for transactions involving entities under common control, no value has been given
to the technology rights on the accompanying balance sheet. All future expenditures for patents, intellectual
property, and technology rights are expensed as incurred. The Company has agreements with its officers and will
enter into agreements with key employees that any new features, trade secrets and patents developed in the
future are owned exclusively by the Company.
(5) STOCKHOLDERS' EQUITY

                                          AUTHORIZED CAPITAL

The Company's authorized capital consists of 200,000,000 shares of common stock, no par value, and
10,000,000 shares of preferred stock. The board of directors of the Company, in its sole discretion, may
establish par value, divide the shares of preferred stock into series, and fix and determine the dividend rate,
designations, preferences, privileges, and ratify the powers, if any, and determine the restrictions and
qualifications of any series of preferred stock as established. Except regarding the election of directors, the
holders of common stock are entitled to one vote for each share held of record on each matter submitted to a
vote of shareholders. Arizona corporate law allows cumulative voting in the election of directors.

                                   COMMON STOCK TRANSACTIONS

The initial capitalization of the Company was 40,000 shares of common stock issued to VCC for $1,000 cash. In
September 2004, the Company issued 5,000,000 shares of common stock to VCC to acquire the rights to
certain peer-to-peer computer gaming activities utilizing Visitalk.com's technology, as authorized by the Visitalk
Plan. The Visitalk Plan also provided for the issuance of "rounding shares" so that, upon distribution of shares by
VCC, no holder of shares would have less than 100 shares as set forth in the Visitalk Plan. The Company issued
6,779 shares for rounding at no recorded value (see Note 10).
(6) STOCK OPTION PLAN

The Company has an equity incentive plan ("2004 Plan") for employees, non-employee directors and other
service providers covering 3,000,000 shares of Company common stock. Options granted under the 2003 Plan
may be either "incentive stock options", as defined in Section 422A of the Internal Revenue Code, or
"nonqualified stock options", subject to Section 83 of the Internal Revenue Code, at the discretion of the board
of directors and as reflected in the terms of the written option agreement. The option price shall not be less than
100% of the fair market value of the optioned common stock on the date the option is granted. The option price
shall not be less than 110% of the fair market value of the optioned common stock for an optionee holding at the
time of grant, more than 10% of the total combined voting power of all classes of stock of the Company. Options
become exercisable based on the discretion of the board of directors and must be exercised within ten years of
the date of grant. No options have been granted by the Company.

(7) COMMON STOCK WARRANTS

                                             PLAN WARRANTS

In accordance with the Visitalk Plan, the Company has issued six series of common stock purchase warrants
allowing holders to purchase additional shares of common stock ("Plan Warrants"). Each Plan Warrant provides
for the purchase of one share of common stock and is callable by the Company for a price of $.0001 per warrant
at any time. The Plan Warrants are governed by a Warrant Agreement. Currently, the Company is acting as the
Warrant Agent but has the right to appoint an alternative Warrant Agent. The board of directors of the Company
can extend the expiration date of the Plan Warrants or reduce the exercise price on a temporary or permanent
basis. The Company has actually issued 6,785,014 Plan Warrants in each series to approximately 235 claimants
under the Visitalk Plan. In addition, up to 2,050,395 Plan Warrants in each series may be issued to a maximum
of 410 claimants under the Visitalk Plan only if such claimants execute a release of claims against Visitalk.com as
specified in the Visitalk Plan.

A summary of the Plan Warrants outstanding as of December 31, 2004 follows:

                                                            A & B              C & D              E & F

                                                          Warrants           Warrants           Warrants
                                                        -------------      -------------      -------------

       Warrants outstanding, December 31, 2004              13,570,028         13,570,028         13,570,028

       Exercise price                                   $           2.00   $           3.00   $           4.00

       Expiration date                                  MAR 17, 2006       MAR 17, 2006       MAR 17, 2006
CONTINGENT WARRANT AGENT AGREEMENT

The Company will be seeking the right from the holders of the Plan Warrant to act as or appoint a Contingent
Warrant Agent. The Contingent Warrant Agent would have the right to exercise any Plan Warrants, for any
electing holders, only for 30 days after the expiration of any Plan Warrants. In such event, the Contingent
Warrant Agent would then distribute any proceeds pro rata to all holders of expired Plan Warrants.

(8) RELATED PARTIES

                                 VISITALK CAPITAL CORPORATION

As discussed in Note 1, the Company was originally formed as a wholly owned subsidiary of VCC. VCC, which
operates as an investment and consulting company, is the reorganized debtor of Visitalk.com. VCC holds various
interests in companies and provides corporate restructuring and consulting services. Michael S. Williams and
Lanny R. Lang, officers and directors of the Company, are also officers and directors of VCC. After the
distribution of common stock and Plan Warrants (see Note 10), VCC owned approximately 83.2% of the
Company's outstanding common stock as of December 31, 2004.

(9) COMMITMENTS AND CONTINGENCIES

The Company relies on VCC to provide funds to meet its operating requirements.

(10) DISTRIBUTION OF SECURITIES

As discussed in Note 1, the Company was formed as part of the implementation of the Visitalk Plan. The Visitalk
Plan authorized VCC to distribute 839,368 of the Company's common stock to approximately 240 creditors of
Visitalk.com and all the Plan Warrants to approximately 645 claimants of Visitalk.com, in various ratios in
accordance with the Visitalk Plan. The Visitalk Plan stipulated that no holder of shares or Plan Warrants would
receive less than 100 shares or Plan Warrants. Accordingly, the Company issued 6,779 shares for rounding at no
recorded value. In accordance with Section 1145 of the Bankruptcy Code, the distribution of these securities
under the Visitalk Plan, except those issued to VCC and its affiliates, is exempt from registration under the
Securities Act of 1933. As a result of the distribution of the Company's common stock, the Company has
approximately 240 shareholders who own approximately 16.8% of the common stock of the Company as of
December 31, 2004.
SHAREHOLDER'S AGREEMENT

This Shareholder's Agreement (this "Agreement") is made and entered into effective as of the closing (the
"Effective Date") of that certain Exchange Agreement (the "Exchange Agreement") between VT Gaming Services,
Inc., an Arizona corporation (the "Company") and Dynasig Corporation, an Arizona corporation ("DynaSig") and
the shareholders of DynaSig including Richard Kim. This Agreement is by and among the Company, Visitalk
Capital Corporation and its affiliates (jointly "VCC") and Richard Kim and his affiliates, (jointly "Kim"). The
Company, Kim and VCC are jointly referred to hereinafter as the "Parties."

                                                    RECITALS

A. WHEREAS, prior to the execution of the Exchange Agreement, VCC held a majority of the issued and
outstanding capital stock of the Company.

B. WHEREAS, the Company and VCC, as the major shareholder of the Company, are agreeing to various
issuances, exchanges, warranties, waivers and other concessions in the Exchange Agreement to induce Kim to
have his shares acquired through the issuance of newly issued Company Common Stock.

C. WHEREAS, VTG was formed in accordance with the Second Joint Plan of Reorganization of Visitalk.com,
Inc. under the auspices of the Bankruptcy Court (the "Plan") and is committed to issue under the Plan a maximum
of approximately 8,900,000 of each of Series A through Series F Warrants with exercise prices ranging from
$2.00 to $4.00 (the "Plan Warrants").

D. WHEREAS, the Parties desire to maximize the value of the Company for the benefit of all shareholders and
believe that maintaining stability in control of the Company accomplishes this objective.

E. The Parties hereby enter into this Agreement to achieve such purpose.

                                                 AGREEMENTS

Now, therefore, in consideration of the terms and conditions set forth herein, the undersigned, by signature affixed
hereto, do hereby agree to the following:

1. RESTRICTIONS ON THE TRANSFER OF THE KIM SHARES.

Except as otherwise provided in this Agreement, Kim will not sell, assign, transfer, pledge, hypothecate,
mortgage, encumber, convey, donate or otherwise dispose of, voluntarily or involuntarily, by operation of law or
otherwise (collectively, a "Transfer"), all or any part of or any interest in the Common Stock or Common Stock
Equivalents, as defined in Section 5 hereinafter, of the Company now or hereafter owned or held by Kim
(collectively, all such securities are referred to as the "Kim Shares"). Any Transfer of the Kim Shares not made in
conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and
shall not be recognized by the Company. Kim agrees, to ensure compliance with the restrictions referred to
herein, that the Company may issue appropriate "stop transfer" certificates or instructions and that, if the
Company transfers its own securities, it may make appropriate notations to the same effect in its records.

(a) Kim may Transfer or permit a Transfer of any of the Kim Shares that are related to sales of Kim Shares in
any publicly traded market transaction that does not require the filing of a Registration Statement under the
Securities Act of 1933.

(b) Kim agrees that upon receipt of an offer to purchase any of the Kim Shares by a third party, whereby such
third party (including any affiliate or person or persons that are acting in concert with such third party) would have
effective control of the outstanding voting shares of the Company, Kim shall not entertain, accept or otherwise
negotiate such offer unless such offer is extended to VCC and all other Company shareholders.

(c) Kim may Transfer Kim Shares to any Kim affiliate, family member, trust, or controlled company or entity
provided such transferee agrees to be bound by the terms of this Agreement.

(d) Kim may transfer any of the Kim Shares to any other party assuming he abides with Section 3 and such
acquiring party agrees to abide by the restrictions in Section 3 below.

2. VCC'S RIGHT OF FIRST REFUSAL ON NEW SECURITIES

(a) VCC shall have the right of first refusal to purchase the number of additional New Securities (as defined
below) to maintain VCC's pro rata ownership of the Company in the event the Company may, from time to time,
propose to sell and issue and New Securities. Pro rata portion shall mean the ratio that (x) the sum of the number
of shares of the Company's Common Stock then held by VCC (including the number of shares issuable upon
conversion of any security convertible without additional cash consideration into shares of the Company's
Common Stock held by VCC) bears to (y) the sum of the total number of shares of Company's Common Stock
then outstanding plus the number of shares of the Company's Common Stock issuable upon conversion without
additional consideration of any of the Company's convertible securities then outstanding.

(b) Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, whether
now authorized or authorized in the future, and rights, options or warrants to purchase any such shares, including
the Warrants but only if the exercise price of the Warrants has been reduced, and securities of any type
whatsoever that are, or may become, convertible into or exercisable for such shares. Notwithstanding the
foregoing, New Securities shall not include: (i) Common Stock issuable upon conversion of any capital stock
outstanding as of the Effective Date; (ii) securities offered to the public generally pursuant to a registration
statement under the Securities Act of 1933; (iii) securities issued pursuant to the acquisition of another
corporation by the Company by merger, purchase of substantially all of the assets or shares or other
reorganization; (iv) shares of the Company's Common Stock or related options convertible into or exercisable for
such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant
to any compensatory benefit plan that has been approved by the shareholders of the Company; (v) capital stock
issued pursuant to any New Securities or similar rights or agreements, provided that the Company shall have
complied with the right of first refusal established by this Section 2 with respect to the initial sale or grant by the
Company of such New Securities, rights or agreements; (vi) stock issued in connection with any stock split,
reverse stock split, stock dividend, combination or recapitalization by the Company; or (vii) capital stock,
options, warrants or similar rights issued in connection with the Company obtaining a lease line, line of credit, loan
or similar financing transaction, provided the number of shares of capital stock, options, warrants or similar rights
is less than 1% of the total capital stock of the Company then outstanding.

(c) In the event the Company proposes to undertake an issuance of New Securities, the Company shall give
VCC written notice of such intention. The notice shall describe the type of New Securities, the price and terms
upon which the Company proposes to issue the New Securities, the identity of the proposed purchaser including
any affiliations with any other shareholder known to the Company and the number of New Securities VCC is
entitled to purchase. VCC shall within fifteen (15) days from the date of receipt of such notice state VCC's intent
to purchase such New Securities by giving written notice to the Company and stating therein the quantity of New
Securities VCC elects to purchase.

(d) If VCC exercises its rights of first refusal hereunder, VCC shall tender the purchase price for the New
Securities or Shares which VCC elects to purchase within 90 days of the election to purchase such securities.

(e) Notwithstanding the foregoing, the rights set forth herein shall not prevent the Company or the Controlling
Shareholder from offering New Securities or Shares at anytime. If the Company sells any New Securities and has
not given the notice prior to sale as provided in Section 2(c), the Company shall give notice to VCC within fifteen
(15) days after the issuance of the New Securities. Such notice shall provide the information specified in Section
2
(c). VCC shall have ninety (90) days from receipt of such notice to elect to purchase the New Securities as
specified in such notice.

(f) The rights of VCC to purchase any part of the New Securities or the Shares may be assigned in whole or in
part to any subsidiary, affiliate or shareholder of VCC, provided such holder agrees to be bound by the terms of
this Agreement.

(g) The rights of first refusal granted under this Section 2 shall terminate on and be of no further force or effect
upon the closing of a firmly underwritten public offering of the securities of the Company with proceeds greater
than $10,000,000.
3. VCC'S RIGHT OF FIRST REFUSAL ON THE KIM SHARES

(a) Except for Kim Shares sold in a public market transaction, Kim hereby grants VCC the right of first refusal to
purchase any of the Kim Shares at the same price that they are offered to other buyers.

(b) Transfer Notice. If at any time Kim proposes to Transfer Shares to one or more persons or entities (a
"Transferee"), then Kim shall give the Company and VCC written notice of Kim's intention to make the Transfer
(the "Transfer Notice"), which Transfer Notice shall include (i) a description of the Kim Shares to be Transferred
("Offered Shares"), (ii) the identity of the prospective Transferee(s) and (iii) the consideration and the material
terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that Kim
has received a firm offer from the prospective Transferee(s) and in good faith believes a binding agreement for the
Transfer of the Offered Shares is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice
shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the
proposed Transfer

(c) Company's Option. The Company shall have an option for a period of ninety (90) days from receipt of the
Transfer Notice to elect to purchase all or a portion of the Offered Shares at the same price and subject to the
same material terms and conditions as described in the Transfer Notice. The Company may exercise such
purchase option and, thereby, purchase itself or in combination with its designees all or a portion of the Offered
Shares by notifying Kim in writing before expiration of such ninety-day period as to the number of such Offered
Shares which it wishes to purchase. If the Company gives Kim notice that it desires to purchase all or a portion of
the Offered Shares, then payment for such Offered Shares shall be by check or wire transfer, against delivery of
the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled
closing therefore, which shall be no later than one hundred thirty-five (135) days after the Company's receipt of
the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective Transferee(s) or
unless the value of the purchase price has not yet been established pursuant to Section 3(f) of this Agreement, in
which case the closing shall occur no later than the later date specified in the Transfer Notice or as provided in
Section 3(f).

(d) Additional Transfer Notice. Subject to the Company's right set forth in Section 3(c), if at any time Kim
proposes a Transfer, then, after the Company has declined to purchase all of the Offered Shares as set forth in
Section 3(c), Kim shall give VCC an "Additional Transfer Notice" which shall include all information and
certifications required in a Transfer Notice and shall additionally identify the Offered Shares which the Company
has declined to purchase (the "Remaining Shares") and briefly describe the Other Stockholders' rights of first
refusal rights with respect to the proposed Transfer

(e) VCC's Option. VCC shall have an option for a period of twenty (20) days from the receipt of the Additional
Transfer Notice from Kim set forth in
Section 3(d) to elect to purchase all or a portion of the Remaining Shares at the same price and subject to the
same material terms and conditions as described in the Additional Transfer Notice. If an Existing Shareholder
give Kims notice that it desires to purchase some or all of the Remaining Shares, and as the case may be, then
payment for such Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares
to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefore,
which shall be no later than thirty (30) days after VCC's receipt of the Additional Transfer Notice, unless the
Additional Transfer Notice contemplated a later closing with the prospective Transferee(s) or unless the value of
the purchase price has not yet been established pursuant to Section 3.2(f).

(f) Valuation of Property. Should the purchase price specified in the Transfer Notice or Additional Transfer
Notice be payable in property other than cash or evidences of indebtedness, the Company (or VCC) shall have
the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Kim and
the Company (or the Other Stockholders) cannot agree on such cash value within five (5) days after the
Company's receipt of the Transfer Notice (or the Other Stockholders' receipt of the Additional Transfer Notice),
the valuation shall be made by an appraiser of recognized standing selected by Kim and the Company (or the
Other Stockholders holding a majority of the Shares held by the Other Stockholders, on an as converted basis),
or, if they cannot agree on an appraiser within ten (10) days after the Company's receipt of the Transfer Notice
(or the Other Stockholders' receipt of the Additional Transfer Notice), each shall select an appraiser of
recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value. In the event that it is necessary to have an appraiser make a
valuation, the time for the Company or any Other Stockholder to exercise any rights under this Section 3 shall be
extended by the number of days necessary to obtain such valuation. The cost of such appraisal shall be shared
equally by Kim and the Company (or the purchasing Other Stockholders), with the half of the cost borne by the
Company and the purchasing Other Stockholders borne pro rata by each based on the number of shares such
parties were interested in purchasing pursuant to this Section 3. If the time for the closing of the Company's or the
purchasing Other Stockholders' purchase has expired but for the determination of the value of the purchase price,
then such closing shall be held on or prior to the fifth (5th) business day after such valuation shall have been made
pursuant to this subsection.

(h) The rights of first refusal granted under this Section 3 shall terminate on and be of no further force or effect
upon the closing of a firmly underwritten public offering of the securities of the Company with proceeds greater
than $10,000,000.

4. KIM'S RIGHTS IN CONNECTION WITH THE PLAN WARRANTS

(a) In the event the Company desires to lower the exercise prices of the Plan Warrants either temporarily or
permanently, Kim must affirmatively agree to such change.

(b) Kim agrees to vote his shares in favor of any special treatment of the Plan Warrants that will maintain the
current exercise prices of the Plan Warrants in the event the Board of Directors and the shareholders approve a
Reverse Split.

(c) In the event that the Plan Warrants are exercised, Kim has right to maintain his percentage of ownership of the
Company by acquiring additional shares at the same price that the Plan Warrants are exercised (the "Kim
Preemptive Rights"). Kim shall be notified of the exercise of the Plan Warrants and shall fund the Kim Preemptive
Rights within 90 days of notice of the payment of the net exercise price of the Plan Warrants. The Kim
Preemptive Rights shall terminate when Kim's ownership falls below 10% of actual outstanding shares. Kim may
assign the Kim Preemptive Rights to another person or entity but such party must agree to be subject to the VCC
Right of First Refusal in Section 3.

5. ANTI-DILUTION ADJUSTMENTS.

(a) Except as provided in (c) below, in the event the Company shall issue additional shares of its common stock
("Common Stock") or any securities convertible into or exercisable for its Common Stock ("Common Stock
Equivalents") without consideration or for a consideration per share less than the effective "Conversion Price" for
the Series A Preferred (as determined under the Certificate of Designation establishing the Series A Preferred) in
effect on the date of and immediately prior to such issuance, then and in such event VCC shall be issued the
number of new shares equal to the Adjusted Shares (as defined below) minus the Old Shares (as defined below).
For purposes of any calculation hereunder, the "Adjusted Shares" shall equal (i) the Old Shares multiplied by (ii)
the quotient derived by dividing the previous Conversion Price by the adjusted Conversion Price resulting from
the subject issuance (all as determined under the Certificate of Designation establishing the Series A Preferred).
The "Old Shares" shall equal the number of shares of Common Stock held by VCCs as of the effective date of
this Agreement, and as adjusted from time to time hereunder.

(b) Any Additional Shares issued hereunder shall be issued to VCC for the common shares of the Company that
they still hold as of the date of any event causing an adjustment hereunder.

(c) No adjustment for any issuance shall be made under this Section 5 if the Conversion Price of the Series A
Preferred is not adjusted.

(d) The provisions of this Section 5 shall remain in effect only so long as any Series A Preferred remains
outstanding.

6. OTHER TERMS

(a) Board Representation. For so long as VCC owns more than 4% of the outstanding shares of the Company,
Kim and his affiliates shall vote their shares in favor of limiting the Board of Directors of the Company to no more
than five members and VCC shall have the right to elect one member to the Board.

(b) Kim and his affiliates agree to vote their shares in favor of changing the state of incorporation to Nevada at
the request of VCC.

(c) As to Section 2, and 5, all Common Stock or Common Stock Equivalents of the Company held by VCC,
whether held at the Effective Date or acquired thereafter, will be adjusted in accordance with the terms of this
Agreement.

(d) Kim acknowledge that the Company shall note the restrictions set forth in this Agreement in the stock transfer
records of the Company and shall not be obligated to transfer any Shares unless Kim is in compliance with this
Agreement. At the request of the Company, Kim shall surrender his existing certificates representing the Shares
for a legend noting the restrictions under this Agreement to be noted thereon. Kim understands that any additional
certificates issued representing any Shares subject to this Agreement shall bear a similar legend.

6. AUTHORITY

Each party executing this Agreement represents that they have the full authority to enter into this Agreement. Kim
is not obligated under any other agreement with respect to the Shares or otherwise in conflict with the Agreement.
This Agreement shall be binding on all of Kim's and VCC' successors and assigns, including affiliates. Kim agrees
to vote his shares in ways that will affect the intent of this Agreement.

7. MISCELLANEOUS

(a) Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without reference to choice of law principles. Jurisdiction and venue for any litigation
resulting from any dispute over the provisions of this Agreement shall reside exclusively with the federal and state
courts sitting in Maricopa County, Arizona.

(b) Severability. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the
whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the
court's opinion to render such term or provision enforceable, and the rights and obligations of the Kim shall be
construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the
Kim herein set forth.

(c) Complete Agreement; Amendment. This Agreement sets forth the entire understanding between VCC and
Kim regarding restrictions on the shares and full compensation for concessions made upon entering into the
Exchange Agreement and supercedes all prior agreements, arrangements and communications, whether oral or
written, with respect to the subject matter hereof. No other agreements, representations, warranties or other
matters, whether oral or written, shall be deemed to bind VCC and Kim hereto with respect to the subject matter
hereof. This Agreement may not be modified or amended except by the mutual written agreement of VCC and
Kim.

(d) Counterparts and Delivery. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument. This instrument shall be
effective as of the Effective Date when executed by the last listed Holder. Signature pages hereto may be
delivered to the Company by facsimile, and for all purposes shall be deemed to be an original

(e) Construction and Advise of counsel. The Parties hereto hereby acknowledge and agree that each Party has
participated in the drafting of this Agreement and that this Agreement has been, to the extent it was felt necessary,
reviewed by the respective legal counsel for the parties hereto and that the rule of construction to the effect that
any ambiguities are to be resolved against the drafting party will not be applied to the interpretation of this
Agreement. No inference in favor of, or against, any Party will be drawn from the fact that one Party has drafted
any portion hereof. Each Party hereby acknowledges that they are entitled to and have been afforded the
opportunity to consult legal counsel of their choice regarding the terms and conditions and legal effects of this
Agreement, as well as the advisability and propriety thereof. Each Party hereby further acknowledges that having
so consulted with legal counsel of their choosing or having chosen not to consult, hereby waives any right to such
legal representation or effective representation and any right to raise or rely upon the lack of representation or
effective representation in any future proceedings or in connection with any future claim.

(f) Injunctive Relief. Parties agree that it would be difficult to compensate the Company fully for damages for any
violation of the provisions of this Agreement. Accordingly, the Parties specifically agree that either of VCC, the
Company or Kim shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this
Agreement. This provision with respect to injunctive relief shall not, however, diminish the right of the Parties to
claim and recover damages in addition to injunctive relief

In witness whereof, the undersigned have duly executed this Agreement to be effective as of the day and year first
above written.

THE COMPANY
VT Gaming Services, Inc.

                                     By      /s/ M. S. Williams
                                             ------------------
                                           Michael S. Williams, President




                                                        VCC

Visitalk Capital Corporation

                                     By      /s/ M. S. Williams
                                             ------------------
                                           Michael S. Williams, President




RICHARD C. KIM

                                                /s/ Richard C. Kim
                                                ------------------
                                                Richard C. Kim




HYUN YOUNG S. KIM (SPOUSE)

                                              /s/ Hyun Young S.Kim
                                              --------------------
                                              Hyun Young S. Kim
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
December 31, 2004 (the "Effective Date"), by and between VT GAMING SERVICES, INC., D/B/A
DYNAMIC BIOMETRIC SYSTEMS, an Arizona corporation, (the "Company"), and RICHARD C. KIM (the
"Executive").

                                                    RECITALS:

A. WHEREAS, the Company desires to retain the services of Executive, and Executive desires to become
employed by the Company, on the terms and conditions of this Agreement.

B. WHEREAS, the term Company shall include all subsidiaries of the Company.

                                                 AGREEMENTS:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth
herein, the Company and Executive, intending to be legally bound, hereby agree as follows:

1. Employment. The Company agrees to employ Executive as President and Chief Executive Officer of the
Company, and Executive accepts such employment and agrees to perform services for the Company, subject
always to direction and control of the Board of Directors of the Company (the "Board"), for the period and upon
the other terms and conditions set forth in this Agreement.

2. Term. The term of Executive's employment hereunder shall commence on the Effective Date, and shall
continue until this Agreement is terminated upon written notice by either party as set forth in Section 5 below, for
any reason whatsoever, this being an "at will" employment agreement. Sections 5 and 6 of this Agreement shall
govern the amount of any compensation to be paid to Executive upon termination of this Agreement and his
employment.

3. Position and Duties.

3.1. Service with the Company. During the term of this Agreement, Executive agrees to perform such full-time
executive employment duties as the Board shall reasonably assign to him from time to time, including without
limitation service as an officer or director of any subsidiary or affiliated entity of the Company, without additional
compensation, as requested by the Board.

3.2. No Conflicting Duties. Executive hereby confirms that he is under no contractual commitments inconsistent
with his obligations set forth in this Agreement, and that during the term of this Agreement, he will not render or
perform services, or enter into any contract to do so, for any other corporation, firm, entity or person that are
inconsistent with the provisions of this Agreement or Executive's fiduciary obligations to the Company. In
addition, Executive agrees that during his employment with the Company, he will not improperly use or disclose
any confidential or proprietary information or property of any third party (including any former employers).

3.3. Full Time. At all times during the term of this Agreement, Executive shall devote substantially all of his
business time, attention and energies to the performance of his duties under this Agreement, and shall not
undertake or be engaged in any other activities, whether or not pursued for gain, profit or other pecuniary
advantage, which could impair his ability to fulfill his duties to the Company under this Agreement, without the
prior written consent of the Company.

3.4. Fiduciary Duties. Executive shall perform his duties under this Agreement with fidelity and loyalty, to the best
of his ability, experience and talent and in a manner consistent with his fiduciary responsibilities.

4. Compensation and Benefits.

4.1. Base Salary. As compensation for all services to be rendered by Executive under this Agreement, the
Company shall pay to Executive a monthly salary of $8,333.33 (the "Base Salary"). The Base Salary shall be
subject to annual review and change at the discretion of the Board, but may not be reduced without Executive's
consent. The Company shall pay the Base Salary to Executive on the Company's regularly scheduled paydays in
accordance with the Company's normal payroll procedures and policies. `

4.2. Bonuses. Executive shall be eligible for bonuses ("Bonuses") as determined by the Company in its discretion
based on factors determined by the Board. Any such Bonuses will be described in separate agreements between
Executive and the Company. Considerations for Bonuses will be based of the value of the Company as reflected
in the stock price in conjunction with the revenues and profitability of the Company

4.3. Stock Options. Executive may be eligible to receive stock option grants in the future, as determined by the
Board in its discretion.

4.4. Participation in Benefit Plans. Executive shall be included to the extent eligible thereunder in any and all plans
of the Company providing general benefits for the Company's executive employees, including, without limitation,
medical, dental, disability, and life insurance, 401(k) plan, sick days, vacation, and holidays. Executive's
participation in any such plan or program shall be subject to the provisions, rules, and regulations applicable
thereto. The Company shall have no obligation to maintain such plans or programs and may change or eliminate
such plans or programs in its discretion.

4.5. Business Expenses. In accordance with the Company's policies established from time to time, the Company
will pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of appropriate documentation.

4.6. Key Man Life Insurance. During the term of this Agreement, the Company shall have the option of
purchasing and paying the premiums for a "Key Man" life insurance policy relating to Executive in a coverage
amount determined by the Company, and the Company shall be named as the beneficiary of such policy.
Executive represents and warrants that he is insurable for such policy on an unrated basis and agrees to fully
cooperate in the Company obtaining the policy.

5. Termination.

5.1. Disability. At the Company's election, Executive's employment and this Agreement shall terminate upon
Executive's becoming totally or permanently disabled for a period of ninety (90) days or more in any twelve (12)
month period. For purposes of this Agreement, the term "totally or permanently disabled" or "total or permanent
disability" means Executive's inability on account of sickness or accident, whether or not job-related, to engage in
regularly or to perform adequately his assigned duties under this Agreement. A reasonable determination by the
Company of the existence of a disability shall be conclusive for all purposes hereunder. In making such
determination of disability, the Company may utilize such advice and consultation as the Company deems
appropriate, but there is no requirement of procedure or formality associated with the making of a determination
of disability.

5.2. Death of Executive. Executive's employment and this Agreement shall terminate immediately upon the death
of Executive.

5.3. Termination for Cause. The Company may terminate Executive's employment and this Agreement at any
time for "Cause" (as hereinafter defined) immediately upon written notice to Executive. As used herein, the term
"Cause" shall mean that Executive shall have in the reasonable judgment of the Board (i) committed a criminal act,
or a single act of fraud, embezzlement, breach of trust, or other act of gross misconduct, whether or not a criminal
act (ii) violated any material written Company policy or rules of the Company, unless cured by Executive within
30 days following written notice thereof to Executive, or (iii) refused to follow the reasonable written directions
given by the Board or its designee or breached any covenant or obligation under this Agreement or other
agreement with the Company, unless cured by Executive within 30 days following written notice thereof to
Executive.

5.4. Resignation. Executive's employment and this Agreement shall terminate on the earlier of the date that is one
(1) month following the written submission of Executive's resignation to the Board or the date such resignation is
accepted by the Company.

5.5. Termination Without Cause. The Company may terminate Executive's employment and this Agreement
without cause upon written notice to Executive. Termination "without cause" shall mean actual or constructive
termination of employment on any basis (including no reason or no cause) other than termination of Executive's
employment hereunder pursuant to Sections 5.1, 5.2, 5.3, or 5.4.

5.6. Surrender of Records and Property. Upon termination of his employment with the Company, Executive shall
deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, calculations or copies thereof, that are the property of the Company and
that relate in any way to the business, products, practices or techniques of the Company, and all other property,
trade secrets and confidential information of the Company, including, but not limited to, all documents that in
whole or in part contain any trade secrets or confidential information of the Company that in any of these cases
are in his possession or under his control, and Executive shall also remove all such information from any personal
computers that he owns or controls.

6. Compensation Upon the Termination of Executive's Employment.

6.1. In the event that Executive's employment and this Agreement are terminated pursuant to Section 5.1
(Disability), 5.3 (Cause), or 5.4 (Resignation), then Executive shall be entitled to receive Executive's then current
Base Salary through the date his employment is terminated, but no other compensation or benefits of any kind or
amount.

6.2. In the event Executive's employment and this Agreement are terminated pursuant to Section 5.2 (Death),
Executive's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of
such beneficiary, Executive's estate, shall be entitled to receive Executive's then current Base Salary through the
end of the month in which his death occurs, but no other compensation or benefits of any kind or amount.

6.3. In the event Executive's employment and this Agreement are terminated by the Company pursuant to Section
5.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, his then current monthly
Base Salary plus average Bonuses since the Effective Date for the twenty-four (24) month period following the
date of termination, paid on the Company's regular paydays throughout that 24-month period, but no other
compensation or benefits of any kind or amount. Any options Executive has been granted under the Company's
employee stock option plan shall be vested upon such termination pursuant to Section 5.5.

6.4. Except as expressly provided in this Section 6, upon the termination of this Agreement and Executive's
employment, the Company shall not have any liability or obligation of any kind or character to Executive under
the terms of this Agreement or in connection with the expiration or termination of the Executive's employment
hereunder, including, without limitation, severance compensation, Bonuses, or other amounts or benefits.

7. Change in Control. In the event of both a Change in Control (as defined below) and the occurrence of Good
Reason (as defined below), any unvested stock options previously granted to Executive by the Company shall
vest 100% upon the effective date of the later to occur of the Change in Control or the occurrence of Good
Reason.

7.1. Definition of Change in Control. As used herein, a "Change in Control" means both: (i) a change in the
composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who
either (x) had been directors of the Company on the Effective Date or, if later, the date 24 months prior to the
date of the event that may constitute a Change in Control (the "original directors") or (y) were elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the
original directors who were still in office at the time of the election or nomination and the directors whose election
or nomination was previously so approved; and (ii) one of the following events has occurred: (a) the
consummation of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were
not stockholders of the Company immediately prior to such merger, consolidation, or other reorganization; or (b)
the sale, transfer, or other disposition of all or substantially all of the Company's assets. A transaction shall not
constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to
create a holding company that will be owned in substantially the same proportions by the persons who held the
Company's securities immediately before such transaction.

7.2. Definition of Good Reason. As used herein, "Good Reason" means any of the following: (i) termination by
the Company of Executive's employment and this Agreement without cause (as that term is defined in Section
5.5) within three (3) months before, or within six (6) months after, a Change in Control;
(ii) a material reduction in Executive's title, status, authority, or responsibility at the Company within six (6)
months after a Change in Control;
(iii) within six (6) months after a Change in Control, a reduction of Executive's monthly Base Salary by more than
20% by the Company or a material reduction in the benefits that were in effect for the Executive immediately
prior to the Change in Control occurs and comparable reductions have not been made in salary or benefits of the
other executive employees of the Company; or
(iv) any material breach by the Company of its material obligations under this Agreement within six (6) months
following a Change in Control.

8. Release. As a condition precedent to the Company's obligation to provide Executive with the payments and
stock option vesting benefits set forth in Section 6.3 and Section 7, Executive must first execute and deliver to the
Company a legal release, in form and substance acceptable to the Company, in which Executive releases the
Company and its affiliates, directors, officers, employees, agents, successors, assigns, and others affiliated with
the Company from any and all claims, including claims relating to the Executive's employment with the Company,
the termination of Executive's employment, if applicable, and any facts that may constitute Good Reason.

9. Ventures. If, during the term of this Agreement, Executive is engaged in or associated with the planning or
implementing of any project, program, or venture involving the Company and a third party or parties, all rights in
the project, program, or venture shall belong to the Company and shall constitute a corporate opportunity
belonging exclusively to the Company. Except as approved in writing by the Board, Executive shall not be
entitled to any interest in such project, program, or venture or to any commission, finder's fee, or other
compensation in connection therewith other than the Base Salary to be paid to Executive as provided in this
Agreement.

10. Restrictions.

10.1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

10.1.1. "Trade Secrets" means information that is not generally known about the Company or its business,
including without limitation about its products, projects, designs, developmental or experimental work, computer
programs, data bases, know-how, processes, customers, suppliers, business plans, marketing plans and
strategies, financial or personnel information, and information obtained from third parties under confidentiality
agreements. "Trade Secrets" also means formulas, patterns, compilations, programs, devices, methods,
techniques, or processes that derive independent economic value, actual or potential, from not being generally
known to the public or to other persons who can obtain economic value from its disclosure or use, and is the
subject of efforts that are reasonable under the circumstances to maintain its secrecy. In particular, the parties
agree and acknowledge that the following list, which is not exhaustive and is to be broadly construed, enumerates
some of the Company's Trade Secrets, the disclosure of which would be wrongful and would cause irreparable
injury to the Company: (1) pricing information; (2) product development, marketing, sales, customer, and supplier
information related to any Company product or service available commercially or in any stage of development
during Executive's employment with the Company; and (iii) Company marketing and business strategies, ideas,
and concepts. Executive acknowledges that the Company's Trade Secrets were and are designed and developed
by the Company at great expense and over lengthy periods of time, are secret, confidential, and unique, and
constitute the exclusive property of the Company.

10.1.2. "Restricted Field" means the business of developing, manufacturing, marketing, selling products based on
a pen-based authentication system that utilizes the dynamic signature characteristics generated by a specifically
designed writing instrument which has imbedded highly sophisticated sensors that can measure pressure, angle,
tilt, speed and acceleration (the "Bio-Pen") of a user's writing behavior, hence; it these characteristics are unique
to that person and provide very accurate recognition. The highly encrypted output of a Bio-Pen interacts with
software either locally; on a LAN a WAN or on an intranet or over the Internet to verify that the signature
produced by the Bio-Pen is the signature of a registered user of a signature verification system. Revenues from
the Bio-Pen and software are expected to be obtained through the sale of Bio-Pens plus the licensing of the
verification software or DynaSig may develop a transaction based payment model for each Bio-Pen signature
verified (the "Business").

10.1.3. "Restricted Period" means the period of two years following the termination of Employee's employment
with the Company, unless a court of competent jurisdiction determines that that period is unenforceable under
applicable law because it is too long, in which case the Restricted Period shall be for the longest of the following
periods that the court determines is reasonable under the circumstances: 22 months, 20 months, 18 months, 16
months, 14 months, 12 months, 11 months, 10 months, 9 months, 8 months, 7 months, or 6 months following the
termination of Employee's employment with the Company.

10.1.4. "Business Territory" means the entire United States, unless a court of competent jurisdiction determines
that that geographic scope is unenforceable under applicable law because it is too broad, in which case the
Business Territory shall be amended by eliminating geographical areas and states from the following list until the
Business Territory is determined to be reasonable: Alabama, Alaska, Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas,
Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota,
Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah,
Vermont, Virginia, Washington, Washington, District of Columbia, West Virginia, Wisconsin, Wyoming,
Maricopa County, Arizona, Phoenix, Arizona.

10.2. Non-Disclosure Obligations.

10.2.1. Executive shall not at any time, during or after his employment with the Company, without the express
written consent of the Board, publish, disclose, or divulge to any person, firm or corporation, or use directly or
indirectly for the Executive's own benefit or for the benefit of any person, firm, corporation or entity other than the
Company, any Trade Secrets of the Company.

10.2.2. If Executive is requested (whether by oral questions, interrogatory, request for documents, subpoena,
civil investigative demand or other legal process) to disclose any part of the Trade Secrets, Executive shall (i) give
prompt written notice to the Company of the existence of, and the circumstances attendant to, such request, (ii)
consult with the Company as to the advisability of taking legally available steps, at the Company's expense, to
resist or narrow any such request or otherwise to eliminate the need for such disclosure and
(iii) if disclosure is required, cooperate with the Company, at its expense, to obtain a protective order or other
reliable assurance in form and substance reasonably satisfactory to the Company that confidential treatment will
be accorded to such portion of the Trade Secrets as is required to be disclosed.

10.3. Non-Competition Obligations. Executive acknowledges the substantial amount of time, money, and effort
that the Company has spent and will spend in developing its products and other strategically important
information (including Trade Secrets), and agrees that during the Restricted Period, Executive will not, alone or
with others, directly or indirectly, as an employee, agent, consultant, advisor, owner, manager, lender, officer,
director, employee, partner, stockholder, or otherwise, engage in activities in the Restricted Field, anywhere
within the Business Territory, that directly compete with the Company's existing and planned business, nor have
any such relationship with any person or entity that engages in activities in the Restricted Field; provided,
however, that nothing in this Agreement will prohibit Executive from owning a passive investment of less than one
percent of the outstanding equity securities of any company listed on any national securities exchange or traded
actively in any national over-the-counter market so long as Executive has no other relationship with such
company in violation of this Agreement. The Restricted Period set forth in this Section 10.3 shall be extended by
the length of any period during which the Executive is in breach of the restriction set forth herein to ensure that the
Company has the benefit of the entire Restricted Period.

10.4. Agreement Not to Solicit Customers. Executive agrees that during Executive's employment with the
Company hereunder and thereafter for a period of twenty-four (24) months (the "Customer Non-Solicitation
Period"), Executive will not, either directly or indirectly, on Executive's own behalf or in the service or on behalf
of others, solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, to any competing business
any existing or prospective Company customer with whom the Executive personally had contact during the
twenty-four (24) months preceding the termination of Executive's employment. The Customer Non-Solicitation
Period set forth in this Section 10.4 shall be extended by the length of any period during which the Executive is in
breach of the restriction set forth herein to ensure that the Company has the benefit of the entire Customer Non-
Solicitation Period.

10.5. Agreement Not to Solicit Employees. Executive agrees that during Executive's employment with the
Company hereunder and for a period of 24 months thereafter (the "Employment Non-Solicitation Period"),
Executive will not, either directly or indirectly, on Executive's own behalf or in the service or on the behalf of
others solicit, divert, or hire away, or attempt to solicit, divert, or hire away any person then employed by the
Company, nor encourage anyone to leave the Company's employ. The Employment Non-Solicitation Period set
forth in this Section 10.5 shall be extended by the length of any period during which the Executive is in breach of
the restriction set forth herein to ensure that the Company has the benefit of the entire Employment Non-
Solicitation Period.

10.6. Non-Disparagement. Executive agrees that during Executive's employment with the Company hereunder
and thereafter, he will not, either directly or indirectly, disparage, defame, or besmirch the reputation, character,
or image of the Company or its products, services, employees, directors, or officers.

10.7. Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are
appropriate and reasonable when considered in light of the nature and extent of the Company's business.
Executive further acknowledges and agrees that (i) the Company has a legitimate interest in protecting the
Company's business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth
herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area,
and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive can work
in many different jobs in Executive's chosen profession besides those in the Restricted Field; (v) the covenants set
forth herein do not completely restrain Executive from working in Executive's chosen profession, and Executive
can earn a livelihood in Executive's profession without violating any of the covenants set forth herein;
(vi) Executive has received and will receive substantial consideration for agreeing to such covenants, including
without limitation the consideration to be received by Executive under this Agreement; (vii) the Company directly
competes with other companies within the Business Territory, and if Executive were to engage in prohibited
activities in the Restricted Field within the Business Territory, it would harm the Company; (viii) the Company
expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in
prohibited activities during the Employment Non-Solicitation Period, it would harm the Company; and (ix) the
Company expends considerable resources acquiring, servicing, and retaining its customers and if Executive were
to engage in activities prohibited by Section 10.4, it would harm the Company.

10.8. Notice to Future Employers. For the period of twenty-four (24) months following the termination of
Executive's employment, Executive shall provide a copy of this Agreement to any future or prospective employer
of Executive and agrees that the Company also may do so.

11. Other Agreements. Executive agrees to execute and deliver to the Company the Company's standard
confidentiality or proprietary rights agreement.

12. Assignment. This Agreement shall not be assignable, in whole or in part, by either party without the written
consent of the other party, except that the Company may, without the consent of Executive, assign its rights and
obligations under this Agreement to any corporation, firm or other business entity (i) with or into which the
Company may merge or consolidate, or (ii) to which the Company may sell or transfer all or substantially all of its
assets or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly,
by, or is under common ownership with, the Company. Upon such assignment by the Company, the Company
shall attempt to obtain the assignees' written agreement enforceable by Executive to assume and perform, from
and after the date of such assignment, the terms, conditions, and provisions imposed by this Agreement upon the
Company. After any such assignment by the Company and such written agreement by the assignee, the Company
shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the
Company for the purposes of all provisions of this Agreement including this Section 12.

13. Other Provisions.

13.1. Governing Law. This Agreement is made under and shall be governed by and construed in accordance with
the laws of the State of Arizona.

13.2. Injunctive Relief. Executive agrees that it would be difficult to compensate the Company fully for damages
for any violation of the provisions of this Agreement. Accordingly, Executive specifically agrees that the Company
shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Agreement. This
provision with respect to injunctive relief shall not, however, diminish the right of the Company to claim and
recover damages in addition to injunctive relief

13.3. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter
hereof and supersedes all prior agreements and understanding with respect to such subject matter, and the parties
hereto have made no agreements, representations, or warranties relating to the subject matter of this Agreement
which are not set forth herein.

13.4. Withholding Taxes and Right of Offset. The Company may withhold from all payments and benefits under
this Agreement all federal, state, city, or other taxes as shall be required pursuant to any law or governmental
regulation or ruling. Executive agrees that the Company may offset any payments owed to Executive pursuant to
this Agreement or otherwise against any amounts owed by the Executive to the Company.

13.5. Amendments. No amendment or modification of this Agreement shall be deemed effective unless made in
writing signed by Executive and a representative of the Company specifically authorized by the Board to execute
the same.

13.6. No Waiver. No term or condition of this Agreement shall be deemed to have been waived nor shall there
be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party
against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and
shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically
waived.

13.7. Severability. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be
considered deleted from this Agreement and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect.

13.8. Survivability. Sections 5.6, 6.3, 6.4, 7.3, 8, 10, 11, 12 and 13 of this Agreement shall survive the
termination of this Agreement and the termination of Executive's employment with the Company.

13.9. Rights of Payment. All payments to be made to Executive by the Company under the terms of this
Agreement shall be paid in cash from the general funds of the Company, and no special or separate funds shall be
established an no other segregation of assets shall be made to assure payment. Executive shall have no right, title
or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations
hereunder. Nothing contained in this Agreement, and no action taken pursuant to the provisions hereof, shall
create, or be construed to create, a trust of any kind or any fiduciary responsibility of the Company to Executive
or any other person. To the extent that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured creditor of the Company

13.10. Notices. All notices and other communications hereunder shall be in writing and shall be given by delivery
in person, by registered or certified mail (return receipt requested and with postage prepaid thereon) or by cable,
telex or facsimile transmission to the parties at the following addresses (or at such other address as either party
shall have furnished to the other in accordance with the terms of this Section 13.10):

                                                if to the Company:

VT Gaming Services, Inc., d/b/a Dynamic Biometric Systems 14647 S. 50th Street, Suite 130
Phoenix, AZ 85044
Fax: (480) 735-7011
Attention: Chairman of the Board

                                               if to the Executive:

Richard C. Kim
12578 E. Laurel Lane
Scottsdale, AZ 85259

All notices and other communications hereunder that are addressed as provided in or pursuant to this Section
13.10 shall be deemed duly and validly given (a) if delivered in person, upon delivery, (b) if delivered by
registered or certified mail (return receipt requested and with postage paid thereon), 72 hours after being placed
in a depository of the United States mails and (c) if delivered by cable, telex or facsimile transmission, upon
transmission thereof and receipt of the appropriate answer back.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

                                      VT Gaming Services, Inc.

"COMPANY"

                                          By: /s/ M. S. Williams
                                              ------------------
                                          Michael S. Williams
                                     Chairman of the Board




                                           "EXECUTIVE"

                                            /s/ Richard C. Kim
                                            ------------------
                                       Richard C. Kim
FINANCIAL SERVICES ADVISORY AGREEMENT

This Financial Services Advisory Agreement (this "Agreement") is made and entered into effective as of the 31st
day of December 2004, by and between VT Gaming Services, Inc., an Arizona corporation, with a place of
business at 14647 South 50th Street, Suite 130, Phoenix, Arizona 85044 ("VTG"), and Visitalk Capital
Corporation dba Aztore Capital, a Nevada corporation, with a place of business at 14647 South 50th Street,
Suite 130, Phoenix, Arizona 85044 ("Aztore Capital").

                                                    RECITALS

A. WHEREAS, Aztore Capital is in the business of providing certain financial consulting and capital advisory
services to clients.

B. WHEREAS, contemporaneously with this Agreement, VTG has acquired Dynasig Corporation ("Dynasig")
through an Exchange Agreement (the "Exchange Agreement") whereby DynaSig shall be a wholly owned by
VTG and continue to execute Dynasig's business plan. Hereinafter the combined companies are referred to as
"Newco".

C. WHEREAS, contemporaneously with this Agreement, VTG has designated 2,000,000 shares its authorized
preferred shares as Series A Preferred stock and such designation is attached hereto as Exhibit A (the "Series A
Preferred Stock"). Some of the shares of the Series A Preferred Stock were issued as part of the Exchange
Agreement.

D. WHEREAS, immediately after the execution of the Exchange Agreement, VTG will seek to obtain additional
capital though the sale of additional shares of Series A Preferred Stock to finance Newco's efforts and will be
preparing documentation for this purpose (the "Private Placement").

E. WHEREAS, as a commitment under the Exchange Agreement, Newco is required to bring its financial
reporting current, including the preparation of audited financial statements and tax returns, and to take actions as
appropriate to cause its common stock to be eligible to be traded in public markets. Aztore Capital is qualified,
experienced and capable of providing such services.

F. WHEREAS, VTG was formed in accordance with the Second Joint Plan of Reorganization of Visitalk.com,
Inc. under the auspices of the Bankruptcy Court (the "Plan") and is committed to issue under the Plan a maximum
of approximately 8,900,000 of each of Series A through Series F Warrants with exercise prices ranging from
$2.00 to $4.00 (the "Plan Warrants").

G. WHEREAS, as a commitment under the Exchange Agreement, VTG shall enter into a Warrant Advisory
Agreement with Aztore Capital whereby VTG will pay Aztore a fee related to the exercise of the Plan Warrants.

H. WHEREAS, the terms and condition of such Warrant Advisory Agreement shall be set forth in this
Agreement and a separate Warrant Advisory Agreement is not necessary.

I. WHEREAS, VTG desires to engage Aztore Capital to provide, and Aztor Capital desires to provide, services
to VTG as specified herein to assist VTG in fulfilling its commitments under the Exchange Agreement.

                                                 AGREEMENTS

Now, therefore, in consideration of the promises and mutual agreements set forth herein, VTG and Aztore
Capital hereby agree as follows:

1. FINANCIAL CONSULTING SERVICES

(a) During the term of this Agreement, Aztore Capital shall provide (i) financial consulting services related to,
among other activities, those scheduled on Exhibit B plus advise VTG on such other financial reporting, internal
accounting, capital raising, investment activities and such other financial matters as may be requested from time to
time by VTG, and (ii) capital advisory and investment banking services related to stock trading and such other
capital advisory services as may be requested from time to time by VTG, (collectively, the "Services"). Aztore
Capital is an independent contractor and solely responsible for determining the manner in which the Services are
to be provided; provided, however, that Aztore Capital shall provide the Services in accordance with standards
reasonably acceptable to VTG.

(b) VTG acknowledges that Aztore Capital's performance of the Services may be dependent on timely decisions
and approvals by VTG and Aztore Capital shall be entitled to rely on all decisions and approvals of or provided
by VTG in connection with the Services. Further, VTG acknowledges that Aztore Capital will be relying upon the
information that VTG has provided or will provide and VTG hereby represents and warrants that such
information is and shall be true, accurate and complete. Because of the importance of such information to Aztore
Capital's satisfactory performance of the Services, VTG agrees to release Aztore Capital and its personnel from
any liability and costs relating to the Services attributable to any false, inaccurate or incomplete information
provided by VTG. It shall be the responsibility of VTG's management to provide accurate information, make
implementation and strategic decisions, if any, and to determine further courses of action with respect to any
recommendations made by Aztore Capital.

(c) VTG acknowledges that Aztore Capital is not a law firm and does not render legal advice and that Aztore
Capital is not a qualified independent auditor and does not opine on financial statements. Aztore Capital will
coordinate with VTG's attorneys, and other financial advisors such as independent audit firms or tax advisors in
developing documents and strategies. VTG shall be responsible for engaging requisite advisors to prepare and
review any documents or strategies to assure that such documents or strategies are satisfactory and adequate and
to advise VTG management of risks surrounding such documents or strategies. Aztore Capital makes no
representations or warranties as to the accuracy or adequacy of documents initially developed by Aztor Capital.

2. WARRANT ADVISORY AND INVESTMENT BANKING SERVICES

(a) Warrant Advisory Services. Aztore Capital shall receive 5% of the proceeds from the exercise of the Plan
Warrants when and as received by VTG (the "Warrant Advisory Fee"). This Agreement may be used by Aztore
Capital to instruct the Warrant Agent issuing the shares under the Plan Warrants to remit the Warrant Advisory
Fee portion of the funds received directly to Aztore Capital. The Warrant Agent must be acceptable to Aztore
Capital in its reasonable discretion. The Warrant Agent may not be VTG unless Aztore Capital specifically
approves such appointment. VTG shall not lower the exercise prices of the Plan Warrants without the approval
of Aztore Capital. In the event VTG allows any of the Plan Warrants to expire unexercised, VTG shall pay
Aztore Capital its Warrant Advisory Fee related to such expired Plan Warrants immediately upon such event.

(b) Investment Banking Services. Aztore Capital shall have the right of first refusal to perform investment banking
services for VTG at customary rates for investment bankers exclusive of public or private placements of VTG
shares in excess of $10,000,000 (the "Stock Sale Exclusion"). The preceding Stock Sale Exclusion in no way
effects or restricts the rights of VTG to receive its Warrant Advisory Fee. In the event that VTG desires to hire
an investment banker other than Aztore Capital for investment banking services (an "Alternative Investment
Banker"), upon the closing of any such investment banking transaction, Aztore Capital shall receive a fee equal to
1% of such investment banking transaction on the same terms any fees are paid to the Alternative Investment
Bankers.

3. NO AUTHORITY TO BIND VTG

Aztore Capital shall not have any right, power or authority to create any obligation, express or implied, or make
any representation on behalf of VTG except as Aztore Capital may be expressly authorized in advance in writing
from time to time by VTG and then only to the extent of such authorization.

4. TERM

(a) General termination of the Agreement. Throughout the term of this Agreement, either VTG or Aztore Capital
may terminate this Agreement, with or without cause and without penalty, upon 30 days written notice. In the
event that Aztore Capital is terminated, any Series A Preferred Stock received by Aztore Capital for services
shall be earned, and the Warrant Advisory Fee and Investment Banking Fee specified in Section 2(a) and 2(b)
shall survive.

(b) Termination of Warrant Advisory Services and Investment Banking Services under Section 2(a) and 2(b).
Section 2(a) of this Agreement regarding the Warrant Advisory Services will continue as long as the Plan
Warrants are outstanding. Section 2(b) of this Agreement regarding Investment Banking Services shall terminate
upon a "Change of Control Event" meaning more than 50% of the ownership of VTG changes owners, excluding
transfers to affiliates of such owners such as estates, trusts, partners or similar related or affiliated entities or
persons.

(c) VTG's additional obligations under Sections 2(a) and 2(b) and Sections 6, 8, 9 and 10 of this Agreement shall
survive termination of this Agreement for any reason.

5. CONSIDERATION

(a) Initial Services Fee. Upon signing this Agreement, VTG shall issue One Hundred Thousand (100,000) shares
of Series A Preferred Stock to Aztore Capital as payment in full for the Services listed on Schedule B. This fee
shall be considered earned when the Series A Preferred Stock is issued.

(b) Contingent Success Feefor the Private Placement. Aztore Capital will receive 20,000 shares of Series A
Preferred Stock plus warrants to purchase 285,000 shares of common stock on the same terms as the Selling
Agent Warrants to be issued under the Private Placement. Such fees shall not be earned until at least $400,000 in
gross proceeds is received under the Private Placement.

(c) Hourly Fee. Beginning on the date that shares of VTG's common stock begin trading on the OTC Bulletin
Board or equivalent exchange, Aztore Capital shall be paid a fee of $175 per hour for any additional Services
performed for VTG. This work shall be invoiced weekly and paid within 72 hours of VTG's receipt of the
invoice.

(d) Expenses. VTG shall reimburse Aztore Capital for all actual reasonable out-of-pocket expenditures incurred
by Aztore Capital in connection with the Services. Aztore Capital shall maintain records relating to all expenses
incurred in connection therewith and shall provide VTG access to such records upon request during normal
business hours.

6. WARRANTY

(a) Aztore Capital warrants that the Services will be performed in a professional and workmanlike manner and
shall reperform any work not in compliance with this warranty brought to its attention within 30 days after that
work is performed. Aztore Capital will provide the services in accordance with its good faith knowledge of all
state and federal laws and regulations but may rely on VTG and its professional advisors for analysis and option
regarding such laws and regulations. Aztore Capital does not warrant and will not be responsible for the
performance of any third party product or service. The preceding is Aztore Capital's only warranty concerning
the Services and is made expressly in lieu of all other warranties and representations, express or implied,
including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or
otherwise.

(b) VTG acknowledges and agrees that its ability to achieve the full benefit of the Services is largely dependent
on numerous financial, market and other factors not within Aztore Capital's control. Accordingly, Aztore Capital
does not warrant or guarantee that the benefits expected to be derived from the Services will actually be
achieved.

7. Aztore CAPITAL'S COVENANTS

(a) Aztore Capital, its employees and agents will comply at all times with (i) all applicable laws and regulations of
any jurisdiction in which Services are provided and with all applicable VTG rules, policies and standards, and (ii)
all security provisions in effect from time to time at VTG's premises with respect to access to premises and
materials and information belonging to VTG.

(c) Aztore Capital shall not use VTG's name in any promotional materials or other communications with third
parties without VTG's prior written consent.

(d) Aztore Capital is legally authorized to engage in business in the United States and will provide VTG
satisfactory evidence of such authority upon request.
8. CONFIDENTIALITY

During the course of performance of this Agreement, each party may be given access to information (regardless
of whether in oral, written, electronic, digital, magnetic or other form or media) that relates to the other's past,
present, and future research, development, business activities, customers, products, services, and technical
knowledge, and has been identified as proprietary or confidential ("Confidential Information"). In connection
therewith, the following subsections shall apply:

(a) Confidential Information of the other party may be used by the receiver only in connection with the Services.

(b) Each party agrees to protect the confidentiality of the Confidential Information of the other in the same manner
that it protects the confidentiality of its own proprietary and confidential information of like kind. Access to the
Confidential Information shall be restricted to those of VTG's and Aztore Capital's personnel engaged in a use
permitted hereby.

(c) Confidential Information may not be copied or reproduced without the discloser's prior written consent.

(d) All Confidential Information made available hereunder, including copies thereof (regardless of whether in
written, electronic, digital, magnetic or other form or media), shall be returned or destroyed (including deleting
such information from all computer systems) upon the first to occur of (i) termination of this Agreement or (ii)
request by the discloser.

(e) Nothing in this Agreement shall prohibit or limit either party's use of information (including, but not limited to,
ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of
confidence, (ii) independently developed by it, (iii) acquired by it from a third party which is not, to its
knowledge, under an obligation of confidence with respect to such information, or (iv) which is or becomes
publicly available through no breach of this Agreement.

(f) In the event either party receives a subpoena or other validly issued administrative or judicial process
requesting any portion of the Confidential Information of the other party, it shall promptly notify the other party
and tender to it defense of such demand. Unless the demand shall have been timely limited, quashed or extended,
the recipient shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by
law. If requested by the disclosing party, the recipient shall cooperate (at the expense of the disclosing party) in
the defense of a demand.

9. INDEMNIFICATION

(a) Each party (an "Indemnifying Party") shall indemnify and hold the other party, its employees and agents (each,
an "Indemnified Party"), harmless from and against all claims, demands, loss, damage or expense, including
reasonable attorneys' fees (collectively, "Losses"), to the extent such Losses are caused by the negligence, willful
acts or omissions or breach of this Agreement of or by the Indemnifying Party and except to the extent such
Losses are caused by the negligent or willful acts or omissions of the Indemnified Party.

(b) To receive the foregoing indemnity, the Indemnified Party must promptly notify the Indemnifying Party in
writing of a claim or suit and provide reasonable cooperation (at the Indemnifying Party's expense). The
Indemnifying Party will reimburse each Indemnified Party for all fees and expenses (including the fees and
expenses of counsel) (collectively, "Expenses") incurred in connection with investigating, preparing, pursuing,
defending or responding to any threatened or pending claim, action, litigation, proceeding or investigation
(collectively, the "Proceedings"), whether or not such Indemnified Party is a formal party to such Proceeding. The
Indemnifying Party will not enter into any waiver, release or settlement of any pending or threatened Proceeding
(whether or not any Indemnified Party is a formal party to such Proceeding) without the prior written consent of
the Indemnified Party, unless such waiver, release or settlement (i) includes an unconditional release of the
Indemnified Party, in form and substance satisfactory to such Indemnified Party, from all liabilities and claims that
are the subject matter of or arise out of such Proceeding and
(ii) does not contain any factual or legal admission by or with respect to any Indemnified Party or any adverse
statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any
action or inaction of any Indemnified Party. The indemnity and reimbursement obligations of the Indemnifying
Party hereunder will be in addition to any liability that the Indemnifying Party may have at common law or
otherwise to any Indemnified Party and will be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Indemnified Party.

10. MISCELLANEOUS

(a) Independent Contractor. Aztore Capital is and shall remain an independent contractor and Aztore Capital
acknowledges, and confirms to VTG, its status as that of an independent contractor. Nothing herein shall be
deemed or construed to create a joint venture, partnership, agency or employment relationship between the
parties for any purpose, including but not limited to taxes or employee benefits. Aztore Capital shall be solely
responsible for payment of any and all employment related taxes, insurance and employee benefits with respect to
Aztore Capital's personnel.

(b) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without reference to choice of law principles. The parties agree to bring any actions related
to this Agreement only in the state and federal courts sitting in Maricopa County, Arizona.

(c) Limitation of Liability. Aztore Capital's maximum liability relating to Services rendered hereunder (regardless
of form of action, whether in contract, negligence or otherwise) shall be limited, including specifically any
indemnification obligation, to the fees paid to Aztore Capital for the portion of the Services giving rise to liability.
Aztore Capital shall have the option of paying such indemnification in cash or in the securities received. In no
event shall Aztore Capital be liable for consequential, special, incidental or punitive loss, damage or expense
(including without limitation, lost profits, opportunity costs, etc.) even if it has been advised of their possible
existence. The allocations of liability in this Section 13 represent the agreed and bargained-for understanding of
the parties and Aztore Capital's compensation for the Services reflects such allocations.

(d) Severability. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the
whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the
court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be
construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the
parties herein set forth.

(e) Notice. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be
effective either when delivered personally to the party for whom intended, or five days following deposit of the
same into the United States mail (certified mail, return receipt requested, or first class postage prepaid),
addressed to such party at the address set forth on the initial page of this Agreement. Either party may designate
a different address by notice to the other given in accordance herewith.

(f) Force Majeure. Neither party shall be liable for any delays or failures in performance due to circumstances
beyond its control.

(g) Complete Agreement; Amendment. This Agreement sets forth the entire understanding between the parties
hereto and supercedes all prior agreements, arrangements and communications, whether oral or written, with
respect to the subject matter hereof. No other agreements, representations, warranties or other matters, whether
oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This
Agreement may not be modified or amended except by the mutual written agreement of the parties.

In witness whereof, the parties have duly executed this Agreement as of the day and year first above written.

                                         VT GAMING SERVICES, INC,

VISITALK CAPITAL CORPORATION
D/B/A Aztore CAPITAL

                  /s/ M. S. Williams          /s/ Richard C. Kim
                  By: Michael S. Williams           By: Richard C. Kim
                  ------------------------          -------------------
                  Its: President           Its: Chief Executive Officer and President
        EXHIBIT A

CERTIFICATE OF DESIGNATION
                                                  EXHIBIT B

                                            INITIAL SERVICES

1. Prepare the Private Placement Memorandum

2. Coordinate the sale of the Private Placement

3. Prepare financial statements for audit

4. Coordinate the audit

5. Prepare the Form 10 and coordinate amend same for SEC comments

6. File the 15c211 and respond to comments

7. Prepare an S&P Manual filing.
INDEPENDENT CONTRACTOR AGREEMENT

This agreement is entered into as of the 1st day of January, 2005 between DynaSig Corporation ("the
Company") and Matthew"Matt" Doty ("the Contractor") whose representative will be self.

1. Independent Contractor: Subject to the terms and conditions of this Agreement, the Company hereby engages
the Contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

2. Duties, Term, and Compensation: The Contractor's duties will be to provide engineering, sales, and marketing
consulting services as requested by the Company. In performance of the duties of this contract, Contractor will
report to the Company President. The term of this contract is from the day and year first written above through
June 30, 2006. As compensation for providing these services, the contractor will be paid at a rate of $4,000 per
month for services rendered or predetermined fixed cost. For travel on behalf of the company, expense
reimbursement will be at an amount agreed upon between the contractor and the company in advance.

3. Inventions: Only inventions, discoveries, developments and innovations relating directly to the Company's
products conceived by the Contractor during this engagement relative to the duties under this Agreement shall be
the exclusive property of the Company; and the Contractor hereby assigns all right, title, and interest in the same
to the Company. Any inventions, discoveries, developments and innovations conceived by the Contractor and
utilized by him in rendering duties to the company must be disclosed prior to their use and any licensing to the
company will be agreed upon prior to utilization.

4. Conflicts of Interest: Non-hire Provision: The Contractor represents that he is free to enter into this Agreement,
and that this engagement does not violate the terms of any agreement between the Contractor and any third
parties.

5. Restrictive Covenants: Contractor acknowledges that (1) the principal business of the Company is the research
and development of sensors and related items both national and international in scope, (the "Business"); (2) the
Contractor has had and will have access to confidential information not readily available to the public and has
received / will receive substantial assistance from the Company in developing information concerning the
Company's goodwill and customers; and (3) the Company would not retain the Contractor without the
agreements and covenants (collectively, the "Restrictive Covenants") contained in this section 5. Accordingly, the
Contractor covenants and agrees that:

5.1. Covenant Not To Compete: During the term of the Agreement the Contractor shall not, directly or indirectly
enter into competition with the Company Business. This restrictive covenant applies whether the Contractor is
acting for his own account, as an individual, partner, officer, director, employee, principle, agent, shareholder or
in any other capacity.

5.2. Covenant Not To Disclose Confidential Information: The Contractor acknowledges that during the
engagement he will have access to and become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the Company and/or used by the
Company in connection with the operation of its business including without limitation, the Company's business and
product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he will not
disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this
Agreement or at any time thereafter, except as required in the course of the engagement with the Company. All
files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork,
notebooks and similar items relating to the business of the Company whether prepared by the Contractor or
otherwise coming into his possession, shall remain the exclusive property of the Company. The Contractor shall
not retain any copies of the foregoing without the Company's prior written permission. Upon the expiration or
earlier termination of the Agreement, or whenever requested by the Company, the Contractor shall immediately
deliver to the Company all such files, records, documents, specifications, information and other items in his
possession or under his control. The Contractor further agrees that he will not disclose the terms of this
Agreement to any person without the prior written consent of the Company.

6. Merger: This Agreement shall not be terminated by the merger or consolidation of the Company into or with
any other entity.
7. Demonstration Equipment: The Company may provide Contractor with a number of items. All items shall
remain the exclusive property of the Company. Contractor will be responsible for maintaining the equipment in
good condition while in his possession. Upon the expiration or earlier termination of the Agreement, or whenever
requested by the Company, the Contractor shall immediately deliver to the Company all such items.

8. Termination: This Agreement shall be terminated by either party upon 30 days written notice to the other party.
In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written
policies or reasonable directives of the Company, is guilty of serious misconduct in connection with performance
hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the
engagement of the Contractor immediately and without prior written notice to the Contractor. Any commissions,
retainer payments, or other payments may be withheld by the Company until any pending claims have been
resolved. Any moneys owed the Company by the Contractor shall be immediately due and shall be paid in full 30
days from "Notice of Termination".

9. Independent Contractor: This Agreement shall not render the Contractor an employee, partner, agent of, or
joint venturer with the Company for any purpose. The Contractor is and will remain an independent Contractor in
his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the
Contractor's compensation hereunder. The Contractor shall have no claim against the Company hereunder or
otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of any kind.

10. Insurance: The Contractor will carry liability insurance relative to any service that he performs for the
Company. The Contractor agrees that the Company is to be free from all liabilities and damages resulting from or
arising out of the Contractor's performance of services for the Company.

11. Choice of Law: The laws of the state of Arizona shall govern the validity of the Agreement, the construction
of its terms and the interpretation of the rights and duties of the parties hereto.

12. Assignment: The Contractor shall not assign any of his rights under this Agreement, or delegate the
performance of any of his duties hereunder, without the prior written consent of the Company.

13. Notices: Any and all notices, demands, or other communications required or desired to be given hereunder
by any party shall be in writing and shall be validly given or made to another party if personally served, or if
deposited in the United States mail, First Class, postage prepaid. If such notice, demand or other communication
is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United
States mail addressed to the party to whom such notice, demand or other communication is to be given as follow:

               If to the Contractor:                            If to the Company:
                    Attn:    Matthew E. Doty                       DynaSig Corporation
                    Address: 1444 E. Desert Flower Ln.             14647 S. 50th St., Suite 130
                             Phoenix, AZ 85048                     Phoenix, AZ 85044




14. Modification or Amendment: No amendment, change or modification of this Agreement shall be valid unless
in writing signed by the parties hereto.

15. Entire Understanding: This document and any exhibit attached constitute the entire understanding and
agreement of the parties, and any and all prior agreements, understandings, and representations are hereby
terminated and canceled in the entirety and are of no further force and effect.

16. Unenforceability of Provisions: If any provision of this Agreement, or any portion thereof, is held to be invalid
and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written
above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

              Contractor:                                      DynaSig Corporation:

              By:       /s/ Matthew E. Doty                            By:      /s/ Richard C. Kim
                        -------------------                                     ------------------
Its: ___self______ [title or position]   Its: President

Tax ID: 000-00-0000
Phone:   602-625-7018
Fax:
Email:md@teamprivateer.net
AGAVE CORPORATE CENTER

                                   FULL SERVICE GROSS LEASE

THIS LEASE (this "Lease") is made as of Jan 17 2005, by and between 'Landlord' MULTI-EMPLOYER
PROPERTY TRUST, a trust organized under 12 C.F.R. Section 9.18[TAG1]

and

"Tenant" DYNASIG CORPORATION, an Arizona corporation

SECTION 1: DEFINITIONS 1

                      Access Laws     1
                      Additional Rent     1
                      Base Amount Allocable to the Premises     1
                      Base Rent     1
                      Brokers     1
                      Building     1
                      Business Day     1
                      Claims     1
                      Commencement Date     1
                      Estimated Operating Costs Allocable to the Premises    1
                      Events of Default     1
                      Governmental Agency     1
                      Governmental Requirements     1
                      Hazardous Substance(s     1
                      Land     1
                      Landlord     1
                      Landlord's Agents     1
                      Lease Term     1
                      Manager     1
                      Manager's Address     1
                      Operating Costs     ,     1
                      Operating Costs Allocable to the Premises     2
                      Parking Ratio     2
                      Permitted Use     2
                      Premises     2
                      Prime Rate     2
                      Property Taxes     2
                      Rental Tax.     2
                      Security Deposit     2
                      Telecommunication Facilities     2
                      Telecommunication Services     2
                      Tenant     2
                      Tenant Alterations     2
                      Tenant's Agents     2




Tenant's Pro Rata Share 2
Year 2

SECTION 2: PREMISES AND TERM 3
2.1 Lease of Premises 3
2.2 Lease Term .3
2.3 "AS IS" Condition 3
2.4 Memorandum of Commencement Date 3
2.5 Use and Conduct of Business 3
2.6 Compliance with Governmental Requirements and Rules and Regulations

SECTION 3: BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE 3

                            3.1     Payment of Rental      3
                            3.2     Base Rent     4
                            3.3     Security Deposit      4
                             3.4       Additional Rent     4
                             3.5       Interruption of Services     6
                             3.6       Holdover     6
                             3.7       Late Charge     7
                             3.8       Default Rate     7

                      SECTION 4: GENERAL PROVISIONS     7
                           4.1     Maintenance and Repair by Landlord     7
                           4.2     Maintenance and Repair by Tenant     7
                           4.3     Common Areas/Security     7
                           4.4     Tenant Alterations     8
                           4.5     Tenant's Work Performance     8
                           4.6     Surrender of Possession     8
                           4.7     Removal of Property     8
                           4.8     Access     9
                           4.9     Damage or Destruction     9
                           4.10     condemnation     9
                           4.11     Parking     9
                           4.12     Indemnification     9
                           4.13     Tenant Insurance     9
                           4.14     Landlord's Insurance     10
                           4.15     Waiver of Subrogation     10
                           4.16     Assignment and Subletting by Tenant     10
                           4.17     Estoppel Certificates     10
                           4.18     Hazardous Substances     11
                           4.19     Access Laws     11
                           4.20     Quiet Enjoyment     12
                           4.21     Signs     12
                           4.22     Subordination     12




4.23 Brokers 12
4.24 Exculpation and Limitation of Liability 13
4.25 Mechanic's Liens and Tenant's Personal Property Taxes 13

SECTION 5: DEFAULT AND REMEDIES 13
5.1 Events of Default 13
5.2 Remedies 14
5.3 Right to Perform 15
5.4 Landlord's Default 15

SECTION 6: MISCELLANEOUS PROVISIONS 15

                       6.1         Notices     15
                       6.2         Attorney's Fees and Expenses     15
                       6.3         No Accord and Satisfaction     15
                       6.4         Successors; Joint and Several Liability.    15
                       6.5         Choice of Law     16
                       6.6         No Waiver of Remedies     16
                       6.7         Offer to Lease     16
                       6.8         Force Majeure     16




6.9 Severability; Captions 16
6.10 Interpretation 16
6.11 Incorporation of Prior Agreement; Amendments 16
6.12 Authority 17
6.13 Time of Essence 17
6.14 Survival of Obligations 17
6.15 Landlord's Authorized Agents 17
6.16 Waiver of Jury Trial 17

                                          LISTING OF EXHIBITS

                       Exhibit A         Legal Description of the Land
                       Exhibit B         Drawing Showing Location of the Premises
                       Exhibit C         Form of Memorandum of Commencement Date
                         Exhibit D        Rules and Regulations




SECTION 1: DEFINITIONS

ACCESSLAWS: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act
Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the
foregoing.
ADDITIONALRENT: Defined in paragraph captioned "Additional Rent". BASE AMOUNT ALLOCABLE TO
THE PREMISES: The actual Operating Expenses Allocate to the Premises for Year 2005.
BASERENT: For Month 1, $0.00, full service; for Months 2-12, $2,284.75 per month (based on $19.00 per
square foot/year), full service, plus 2.3% rental tax, paid in advance, and for months 13-25, $2,344.88 per
month (based on $19.50 per square foot/year), full service, plus 2.3% rental tax. Upon execution of this Lease,
Tenant shall pay Twenty-Five Thousand Seven Hundred Ten and 29/100 Dollars ($25,710.29) to Landlord to
be applied to Base Rent and rental tax for months 2-12 of the Lease Term. BROKERS: Landlord was
represented in this transaction by Pat Devine of Trammell Crow Company, a licensed real estate broker. Tenant
was represented in this transaction by Steve Close, Commercial Brokers, Inc., a licensed real estate broker.
BUILDING: The building located on the Land at 1711 W. Greentree Drive, Tempe, Arizona 85284, commonly
known as Agave Corporate Center and containing approximately 85,593 rentable square feet.
BUSINESSDAY: Calendar days, except for Saturdays and Sundays and holidays when banks are closed in
Washington, D.C.
CLAIMS: An individual and collective reference to any and all claims, demands, damages, injuries, losses, liens,
liabilities, penalties, fines, lawsuits, actions, other proceedings and expenses (including attorneys' fees and
expenses incurred in connection with the proceeding whether at trial or on appeal).
COMMENCEMENT DATE: February 1, 2005.
ESTIMATED OPERATING COSTS ALLOCABLE TO THE PREMISES: Landlord's estimate of Operating
Costs allocable to the Premises for a Year to be given by Landlord to Tenant pursuant to subparagraph 3.4.1.
EVENTS OF DEFAULT: One or more of those events or states of facts defined in the paragraph captioned
"Events of Default".
GOVERNMENTAL AGENCY: The United States of America, the state in which the Land is located, any
county, city, district, municipality or other governmental subdivision, court or agency or quasi-governmental
agency having jurisdiction over the Land and any board, agency or authority associated with any such
governmental entity, including the fire department having jurisdiction over the Land.
GOVERNMENTAL REQUIREMENTS: Any and all statutes, ordinances, codes, laws, rules, regulations,
orders and directives of any Governmental Agency as now or later amended.
HAZARDOUSSUBSTANCE(S): Asbestos, PCBs, petroleum or petroleum-based chemicals or substances,
urea formaldehyde or any chemical, material, element, compound, solution, mixture, sub-stance or other matter of
any kind whatsoever which is now or later defined, classified, listed, designated or regulated as hazardous, toxic
or radioactive by any Governmental Agency.
LAND: The land upon which the Building is located in Maricopa County, Arizona, as legally described in Exhibit
A attached to this Lease. LANDLORD: The trust named on the first page of this Lease, or its successors and
assigns as provided in paragraph captioned "Assignment by Landlord".
LANDLORD'S AGENTS: Landlord's trustee, authorized signatory, consultants and advisors, and the employees
of the foregoing.
LEASETERM: Commencing on the Commencement Date, and running for twenty-five
(25) months thereafter. MANAGER: Trammell Crow Company, or its replacement as specified by written notice
from Landlord to Tenant. MANAGER'S ADDRESS: 2850 E. Camelback, Suite 270, Phoenix, AZ 85016,
which address may be changed by written notice from Landlord to Tenant. OPERATING COSTS: Defined in
paragraph captioned "Additional Rent". OPERATING COSTS ALLOCABLE TO THE PREMISES: The
product of Tenant's Pro Rata Share times Operating Costs. PARKING RATIO: Approximately Five (5) parking
stalls per 1,000 rentable square feet of Premises. PERMITTED USE: General office and administrative uses, so
long as such use is consistent with Governmental Requirements and with first-class buildings of the same or similar
use as the Building located in the metropolitan area in which the Building is located and as described in further
detail in paragraph 2.5. PREMISES: The portion of the Building known as Suite #116, consisting of
approximately 1,443 rentable square feet, as depicted on the plan attached to this Lease as Exhibit B.
PRIMERATE: Defined in paragraph captioned "Default Rate". PROPERTYTAXES: (a) Any form of ad valorem
real or personal property tax or assessment imposed by any Governmental Agency on the Land, Building, related
improvements or any personal property owned by Landlord associated with such Land, Building or
improvements; (b) any other form of tax or assessment, license fee, license tax or any other levy, charge, expense
or imposition made or required by any Governmental Agency on any interest of Landlord in such Land, Building,
related improvements or personal property;
(c) any fee for services charged by any Governmental Agency for any services such as fire protection, street,
sidewalk and road maintenance, refuse collection, school systems or other services provided or formerly
provided to property owners and residents within the general area of the Land; (d) any governmental impositions
allocable to or measured by the area of any or all of such Land, Building, related improvements or personal
property or the amount of any base rent, additional rent or other sums payable under any lease for any or all of
such Land, Building, related improvements or personal property, including any tax on gross receipts or any excise
tax or other charges levied by any Governmental Agency with respect to the possession, leasing, operation,
maintenance, alteration, repair, use or occupancy of any or all of such Land, Building, related improvements,
personal property or the rent earned by any part of or interest in such Land, Building, related improvements or
personal property;
(e) any impositions by any Governmental Agency on any transaction evidenced by a lease of any or all of such
Land, Building, related improvements or personal property or charge with respect to any document to which
Landlord is a party creating or transferring an interest or an estate in any or all of such Land, Building, related
improvements or personal property; and (f) any increase in any of the foregoing based upon construction of
improvements or change of ownership of any or all of such Land, Building, related improvements or personal
property. Property Taxes shall not include taxes on Landlord's net income or any inheritance, estate or gift taxes.
RENTAL TAX. Any and all taxes imposed by any state, city, or local taxing authority on any Base Rent,
Additional Rent or other sum payable by Tenant to Landlord including Maricopa County sales tax and City of
Tempe sales tax, but excluding any tax on Landlord's net income, or any inheritance, estate, or gift taxes.
SECURITY DEPOSIT. Tenant shall pay Two Thousand Three Hundred Ninety-Eight and 81/100 Dollars
($2,398.81) to Landlord upon execution of this Lease to be held as a security deposit.
TELECOMMUNICATION FACILITIES: Equipment, facilities, apparatus and other materials utilized for the
purpose of electronic telecommunication, including cable, switches, wires, conduit and sleeves.
TELECOMMUNICATION SERVICES: Services associated with electronic telecommunications, whether in a
wired or wireless mode. Basic voice telephone services are included within this definition. TENANT: The person
or entity(ies) named on the first page of this Lease. TENANT ALTERATIONS: Defined in paragraph captioned
TenantAlterations". TENANT'S AGENTS: Any and all officers, partners, contractors, subcontractors,
consultants, licensees, agents, concessionaires, subtenants, servants, employees, customers, guests, invitees or
visitors of Tenant.
TENANT'S PRO RATA SHARE: One and Sixty-Nine Hundredths Percent (1.69%). YEAR:A calendar year
commencing January 1 and ending December 31.
SECTION 2: PREMISES AND TERM

2.1 LEASEOFPREMISES. Landlord leases the Premises to Tenant, and Tenant leases the Premises from
Landlord, upon the terms and Lease.
2.2 LEASETERM. The Lease Term shall be for twenty-five months. Tenant may have access to the Premises
upon mutual execution of the Lease for the purposes of setup and installation of equipment, furniture and fixtures,
provided that during any such early access, Tenant shall comply with the terms of this Lease, other than the
payment of Rent.
2.3 "AS IS" CONDITION Tenant shall accept the Premises in their "AS IS" condition; except that Landlord
shall clean the existing carpet and paint the interior walls of the Premises prior to the Commencement Date.
Taking of possession by tenant shall establish that the Premises are in good and satisfactory condition when
possession was so taken and the Commencement Date has occurred; Tenant acknowledges that no
representations as to the condition of the Premises have been made by Landlord, unless such are expressly set
forth in this Lease.
2.4 MEMORANDUM OF COMMENCEMENT DATE. At Landlord's election and request, Tenant shall
execute a Memorandum of Commencement Date in the form attached as Exhibit D. In no event shall Tenant
record this Lease or the Memorandum of Commencement Date.
2.5 USE AND CONDUCT OF BUSINESS.

2.5.1 The Premises are to be used only for the Permitted Uses, and for no other business or purpose without the
prior consent of Landlord. The Premises shall not be used for lodging or sleeping or for any immoral or illegal
purposes. Landlord makes no representation or warranty as to the suitability of the Premises for Tenant's
intended use. Tenant shall, at its own cost and expense, obtain and maintain any and all licenses, permits, and
approvals necessary or appropriate for its use, occupation and operation of the Premises. Tenant's inability to
obtain or maintain any such license, permit or approval necessary or appropriate for its use, occupation or
operation of the Premises shall not relieve it of its obligations under this Lease, including the obligation to pay
Base Rent and Additional Rent.
2.5.2 No act shall be done in or about the Premises that is unlawful or that will increase the existing rate of
insurance on any or all of the Land or Building. Tenant shall not commit or allow to be committed or exist: (a) any
waste upon the Premises, (b) any public or private nuisance, or (c) any act or condition which disturbs the quiet
enjoyment of any other tenant in the Building, creates or contributes to any work stoppage, strike, picketing,
labor disruption or dispute, interferes in any way with the business of Landlord or any other tenant in the Building
or with the rights or privileges of any contractors, subcontractors, licensees, agents, concessionaires, subtenants,
servants, employees, customers, guests, invitees or visitors or any other persons lawfully in and upon the Land or
Building, or causes any impairment or reduction of the good will or reputation of the Land or Building.
2.5.3 Tenant shall not, without the prior consent of Landlord, use any apparatus, machinery, device or equipment
in or about the Premises which will cause any substantial noise or vibration or any increase in the normal
consumption level of electric power. If any of Tenant's apparatus, machinery, devices or equipment should
disturb the quiet enjoyment of any other tenant in the Building, then Tenant shall provide, at its sole cost and
expense, adequate insulation or take other such action, including removing such apparatus, machinery, devices or
equipment, as may be necessary to eliminate the disturbance.
2.6 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS AND RULES AND REGULATIONS.
Tenant shall comply with all Governmental Requirements relating to its use, occupancy and operation of the
Premises and shall observe such reasonable rules and regulations as may be adopted and published by Landlord
from time to time for the safety, care and cleanliness of the Premises and the Building, and for the preservation of
good order in the Building, including the Rules and Regulations attached to this Lease as Exhibit E.

SECTION 3: BASE RENT. ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE

3.1 PAYMENT OF RENTAL. Tenant agrees to pay Base Rent, Additional Rent and any other sum due under
this Lease to Landlord without demand, deduction, credit, adjustment or offset of any kind or nature, except as
otherwise permitted elsewhere in this Lease, in lawful money of the United states when due under this Lease, at
the offices of Manager at Manager's Address, or to such other party or at such other place as Landlord may
from time to time designate in writing.
3.2 BASE RENT. Tenant agrees to pay Base Rent to Landlord without demand, in advance on or before the
first day of each calendar month of the Lease Term. Base Rent for any partial month at the beginning or end of
the Lease Term shall be prorated. Base Rent for any partial month at the beginning of the Lease Term shall be
paid by Tenant on the Commencement Date.
3.3 SECURITY DEPOSIT. Concurrently with execution of this Lease, Tenant shall deposit a security deposit
with Landlord in the amount specified in the definition of the term "Security Deposit", as security for the full and
faithful payment of all sums due under this Lease and the full and faithful performance of every covenant and
condition of this Lease to be performed by Tenant. If Tenant shall breach or default with respect to any payment
obligation or other covenant or condition of this Lease, Landlord may apply all or any part of the Security
Deposit to the payment of any sum in default or any damage suffered by Landlord as a result of such breach or
default, and in such event, Tenant shall, upon demand by Landlord, deposit with Landlord the amount so applied
so that Landlord shall have the full Security Deposit on hand at all times during the Lease Term. Landlord's use or
application of all or any portion of the Security Deposit shall not impair any other rights or remedies provided
under this Lease or under applicable law and shall not be construed as a payment of liquidated damages. If
Tenant shall have fully complied with all of the covenants and conditions of this Lease, the remaining Security
Deposit shall be repaid to Tenant, without interest, within thirty (30) calendar days after the expiration of this
Lease. Tenant may not mortgage, assign, transferor encumber the Security Deposit and any such act on the part
of Tenant shall be without force or effect. In the event any bankruptcy, insolvency, reorganization or other
creditor-debtor proceedings shall be instituted by or against Tenant, the Security Deposit shall be deemed to be
applied first to the payment of Base Rent, Additional Rent and all other sums payable under this Lease to
Landlord for all periods prior to the institution of such proceedings and the balance, if any, may be retained by
Landlord and applied against Landlord's damages.
3.4 ADDITIONAL RENT. Definitions of certain terms used in this paragraph are set forth in subparagraph
3.4.5. Tenant agrees to pay to Landlord additional rent as computed in this paragraph (individually and
collectively the "Additional Rent"):

3.4.1 RENTAL ADJUSTMENT FOR ESTIMATED OPERATING COSTS. Landlord shall furnish Tenant a
written statement of Estimated Operating Costs Allocable to the Premises for each Year and the amount payable
monthly by Tenant for such Costs shall be computed as follows: one-twelfth (1/12) of the amount, if any, by
which the Estimated Operating Costs Allocable to the Premises exceeds the Base Amount Allocable to the
Premises. Such amount shall be paid monthly by Tenant for each month during such Year after the
Commencement Date. If such written statement is furnished after the commencement of the Year (or as to the
first Year during the Lease Term, after the Commencement Date), Tenant shall also make a retroactive lump-sum
payment to Landlord equal to the monthly payment amount multiplied by the number of months during the Year
(or as to the first Year during the Lease Term, after the Commencement Date) for which no payment was paid.
3.4.2 ACTUALCOSTS. After the close of each Year, Landlord shall deliver to Tenant a written statement
setting forth the Operating Costs Allocable to the Premises during the preceding Year. If such Operating Costs
Allocable to the Premises for any Year exceed the Estimated Operating Costs Allocable to the Premises paid by
Tenant to Landlord pursuant to subparagraph 3.4.1 for such Year, Tenant shall pay the amount of such excess to
Landlord within twenty (20) Business Days after receipt of such statement by Tenant. If such statement shows the
Operating Costs Allocable to the Premises to be less than the Estimated Operating Costs Allocable to the
Premises paid by Tenant to Landlord pursuant to subparagraph 3.4.1, then the amount of such overpayment shall
be paid by Landlord to Tenant within twenty (20) Business Days following the date of such statement.
3.4.3 ENDOFTERM. If this Lease shall expire or otherwise terminate on a day other than the last day of a Year,
Landlord shall (a) estimate the Operating Costs Allocable to the Premises for such Year predicated on the most
recent reliable information available to Landlord; (b) the amount determined under clause (a) of this sentence shall
be prorated by multiplying such amount by a fraction, the numerator of which is the number of days within the
Lease Term in such Year and the denominator of which is 365; (c) the Base Amount Allocable to the Premises
shall be prorated in the manner described in clause (b); (d) the clause (c) amount (i.e., the prorated Base Amount
Allocable to the Premises) shall be deducted from the clause (b) amount (i.e., the prorated Operating Costs
Allocable to the Premises); (e) if the clause (d) amount exceeds the Estimated Operating Costs Allocable to the
Premises paid by Tenant for the last Year in the Lease Term, then Tenant shall pay the excess to Landlord within
ten (10) Business Days after Landlord's delivery to Tenant of a statement for such excess; and (f) if the Estimated
Operating Costs Allocable to the Premises paid by Tenant for the last Year in the Lease Term exceeds the clause
(d) amount, then Landlord shall refund to Tenant the excess within the ten (10) Business Day period described in
clause (e). After the close of the Year during which this Lease expired or otherwise terminated, Landlord shall
deliver to Tenant a written statement setting forth the Operating Costs Allocable to the Premises during the
preceding Year through the date of such Lease expiration or termination. If such Operating Costs Allocable to
the Premises for the last Year in the Lease Term exceeds the sum of (i) the Estimated Operating Costs Allocable
to the Premises paid by Tenant for the last Year in the Lease Term plus (ii) the sum, if any, paid by Tenant in
accordance with the above clause (e) amount, then Tenant shall pay such excess to Landlord within ten (10)
Business Days after Landlord's delivery to Tenant of a Statement for such excess. If the sum of (i) and (ii)
exceeds the Operating Costs Allocable to the Premises for the last Year in the Lease Term, then Landlord shall
refund such excess within the ten (10) Business Day period described in the previous sentence. Landlord's and
Tenant's obligations under this paragraph shall survive the expiration or other termination of this Lease.
3.4.4 OPERATINGCOSTS. Ail expenses paid or incurred by Landlord for maintaining, operating, owning and
repairing any or all of the Land, Building, related improvements, and the personal property used in conjunction
with such Land, Building and related improvements, including all expenses paid or incurred by Landlord for: (a)
utilities, including electricity, water, gas, sewers, fire sprinkler charges, refuse collection, Telecommunication
Services, cable television or other electronic or microwave signal reception, steam, heat, cooling or any other
service which is now or in the future considered a utility and which are not payable directly by tenants in the
Building; (b) supplies; (c) window washing, landscaping and landscaping maintenance (including irrigating,
trimming, mowing, fertilizing, seeding and replacing plants), and other services; (d) security services, if any; (e)
insurance; (f) management fees; (g) Property Taxes, tax consultant fees and expenses, and costs of appeals of
any Property Taxes; (h) services of independent contractors; (i) compensation (including employment taxes and
fringe benefits) of all persons who perform duties in connection with any service, repair, maintenance,
replacement or improvement or other work included in this subparagraph; (j) license, permit and inspection fees;
(k) assessments and special assessments due to deed restrictions, declarations or owners associations or other
means of allocating costs of a larger tract of which the Land is a part; (I) rental of any machinery or equipment;
(m) audit fees and accounting services related to the Building, and charges for the computation of the rents and
charges payable by tenants in the Building (but only to the extent the cost of such fees and services are in addition
to the cost of the management fee); (n) the cost of improvements or repairs; (o) maintenance and service
contracts; (p) legal fees and other expenses of legal or other dispute resolution proceedings; (q) maintenance and
repair of the roof and roof membranes, (r) costs incurred by Landlord for compliance with Access Laws, as set
forth in the paragraph captioned 'Access Laws"; (s) elevator service and repair, if any; and (t) any other expense
or charge which in accordance with generally accepted accounting and management principles would be
considered an expense of maintaining, operating, owning or repairing the Building (except depreciation and
amortization). Without limiting the foregoing, Operating Costs shall include exterior painting; parking area
resurfacing, resealing and restriping parking areas and driveways; upgrading of the HVAC systems in the
Building, and other capital improvements which are intended to reduce Operating Costs; provided that, such
capital improvements were installed after the Commencement Date and shall be amortized with market interest
over their estimated useful lives in accordance with generally accepted accounting and management principles and
only the amortization installments and interest attributable to the Lease Term shall be an Operating Cost under this
Lease. Operating Costs shall not include any of the following: roof replacement, ground rent; depreciation and
amortization; interest and amortization of funds borrowed by Landlord for items other than capital improvements;
leasing commissions and advertising and space planning expenses incurred in procuring tenants; and salaries,
wages, or other compensation paid to officers or executives of Landlord in their capacities as officers and
executives, if less than one hundred percent (i00%) of the net rentable area of the Building is occupied by tenants
at all times during any Year, then Operating Costs for such Year shall include all additional costs and expenses
that Landlord reasonably determines would have been incurred had one hundred percent (100%) of the Building
been occupied at ail times during such Year by tenants.
3.4.5 OPERATING COST AUDIT. Landlord shall maintain records concerning estimated and actual Operating
Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the
statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that
Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be
made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at
Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such
inspection, if any, shall be conducted no more than once each Year during Landlord's normal business hours
within ninety (90) calendar days after receipt of Landlord's written statement of Operating Costs Allocable to the
Premises for the previous year, upon first furnishing Landlord at least twenty (20) calendar days prior written
notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if
Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be
made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if
applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations
for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment
of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results
show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be
paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs
Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were
improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than
5%, Landlord shall reimburse Tenant for the cost of its audit. For purposes of this subparagraph, the term
"Qualified Person" means an accountant or other person experienced in accounting for income and expenses of
office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or
measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the
Premises achieved through the inspection process described in this subparagraph.
3.4.6 TENANT'S COSTS. Tenant agrees to reimburse or pay Landlord within twenty (20) Business Days after
invoice from Landlord for (a) any expense or cost incurred or paid by Landlord for garbage removal, cleaning, or
utility consumption that is over and above what is normal for the Building and is attributable to Tenant's use of the
Premises, and (b) any expense or cost incurred or paid by Landlord in response to service calls made by Tenant
to Landlord for the repair of heating, ventilating and air conditioning systems within the Premises. Landlord
reserves the right to install and activate separate metering of water or other utilities to the Premises, and Tenant
agrees to reimburse or pay Landlord within twenty (20) Business Days after invoice from Landlord for all costs
of such separate metering; provided that, as of the Commencement Date, electrical service to the Premises is
separately metered.
3.4.7 REMEDIES. Any sums payable under this Lease pursuant to this paragraph or otherwise shall be
Additional Rent and, in the event of nonpayment of such sums, Landlord shall have the same rights and remedies
with respect to such nonpayment as it has with respect to nonpayment of the Base Rent due under this Lease.
3.5 INTERRUPTION OF SERVICES. Landlord shall in no case be liable or in any way be responsible for
damages or loss to Tenant arising from the failure of, diminution of or interruption in electrical power, natural gas,
fuel, Telecommunication Services, sewer, water, or garbage collection services, other utility service or building
service of any kind to the Premises, unless such interruption in, deprivation of or reduction of any such service
was caused by the gross negligence or willful misconduct of Landlord, its agents or contractors or by a failure in
facilities, equipment or systems in the Landlord's ownership. To the extent that Landlord bears any responsibility
for any such interruption, deprivation or reduction in utility or building services to the Premises, Landlord's
responsibility and Tenant's remedy shall be limited to an abatement in Base Rent for the period beginning with (a)
the day which is two (2) consecutive days after the date on which Tenant delivers notice to Landlord of such
interruption, deprivation or reduction and that Tenant is being deprived of all reasonable use of the Premises and
ending on (b) the date such interruption, deprivation or reduction which is Landlord's responsibility is not causing
Tenant to be deprived of all reasonable use of the Premises.
3.6 HOLDOVER. If Tenant, without the prior consent of Landlord, holds over after the expiration or termination
of the Lease Term, Tenant shall be deemed to be occupying the Premises under a month-to-month tenancy,
which tenancy may be terminated as provided by the laws of the state in which the Premises are located. During
such tenancy, Tenant agrees to pay to Landlord one hundred fifty percent (150%) the rate of Base Rent in effect
on the expiration or termination of the Lease Term, plus all Additional Rent and other sums payable under this
Lease, and to be bound by all of the other covenants and conditions specified in this Lease, so far as applicable.
The preceding provisions shall not be construed as consent for Tenant to hold over.
3.7 LATE CHARGE. If Tenant fails to make any payment of Base Rent, Additional Rent or other amount within
five (5) calendar days of its due date under this Lease, a late charge shall be immediately due and payable by
Tenant equal to three percent (3%) of the amount of any such payment. Landlord and Tenant agree that this
charge compensates Landlord for the administrative costs caused by the delinquency. The parties agree that
Landlord's damage would be difficult to compute and the amount stated in this paragraph represents a reasonable
estimate of such damage. Assessment or payment of the late charge contemplated in this paragraph shall not
excuse or cure any Event of Default or breach by Tenant under this Lease or impair any other right or remedy
provided under this Lease or under law.
3.8 DEFAULT RATE. Any Base Rent, Additional Rent or other sum payable under this Lease which is not paid
when due shall bear interest at a rate equal to the lesser of: (a) the published prime rate of Riggs Bank N.A., or
such other national banking institution designated by Landlord if such bank ceases to publish a prime rate (the
'Prime Rate"), then in effect, plus four (4) percentage points, or (b) the maximum rate of interest per annum
permitted by applicable law (the "Default Rate"), but the payment of such interest shall not excuse or cure any
Event of Default or breach by Tenant under this Lease or impair any other right or remedy provided under this
Lease or under law.

SECTION 4: GENERAL PROVISIONS

4.1 MAINTENANCE AND REPAIR BV LANDLORD. Subject to the paragraphs captioned "Damage or
Destruction" and "Condemnation", Landlord shall maintain the public and common areas of the Building, the
exterior walls, foundations, roof membrane, plumbing and electrical systems, and heating, ventilating and air
conditioning systems in reasonably good order and condition, subject to reasonable wear and tear. Landlord shall
make such repairs thereto as become necessary after obtaining actual knowledge of the need for such repairs. All
repair costs shall be included in Operating Costs, except for damage occasioned by the act or omission of Tenant
or Tenant's Agents which shall be paid for entirely by Tenant upon demand by Landlord. In the event any or all of
the Building becomes in need of maintenance or repair which Landlord is required to make under this Lease,
Tenant shall immediately give written notice to Landlord, and Landlord shall not be obligated in any way to
commence such maintenance or repairs until a reasonable time elapses after Landlord's receipt of such notice.
4.2 MAINTENANCE AND REPAIR BV TENANT. Except as is expressly set forth as Landlord's
responsibility pursuant to the paragraph captioned "Maintenance and Repair bv Landlord." Tenant shall at
Tenant's sole cost and expense keep and maintain the Premises in good condition and repair, including interior
painting, cleaning of the interior side of all exterior glass, plumbing and utility fixtures and installations, carpets and
floor coverings, all interior wall surfaces and coverings including tile and paneling, replacement of all broken
windows (including without limitation any exterior windows), exterior and interior doors, roof penetrations and
membranes in connection with any Tenant installations on the roof including satellite dishes, light bulb replacement
and interior preventative maintenance. If Tenant fails to maintain or repair the Premises in accordance with this
paragraph, then Landlord may, but shall not be required to, enter the Premises upon two (2) Business Days prior
written notice to Tenant (or immediately without any notice in the case of an emergency) to perform such
maintenance or repair at Tenant's sole cost and expense. Tenant shall pay to Landlord the cost of such
maintenance or repair plus a eight percent (8%) administration fee within ten (10) Business Days of written
demand from Landlord.
4.3 COMMON AREAS/SECURITY.
4.3.1 The common areas of the Building shall be subject to Landlord's sole management and control. Without
limiting the generality of the immediately preceding sentence, Landlord reserves the exclusive right as it deems
necessary or desirable to install, construct, remove, maintain and operate lighting systems, facilities,
improvements, equipment, Telecommunication Facilities and signs on, in or to all parts of the common areas;
change the number, size, height, layout, or locations of walks, driveways and truckways or parking areas now or
later forming a part of the Land or Building; make alterations or additions to the Building or common area; close
temporarily all or any portion of the common areas to make repairs, changes or to avoid public dedication; grant
easements to which the Land will be subject, replat, subdivide, or make other changes to the Land; place,
relocate and operate utility lines through, over or under the Land and Building; and use or permit the use of all or
any portion of the roofs of the Building. Landlord reserves the right to relocate parking areas and driveways and
to build additional improvements in the common areas so long as the total number of Tenant's parking stalls is not
reduced.
4.3.2 The common areas of the Building are patrolled by security personnel at various times from sunset to
sunrise. Except as described in the preceding sentence, Landlord has no duty or obligation to provide any
security services in, on or around the Premises, Land or Building, and Tenant recognizes that security services, if
any, provided by Landlord will be for the sole benefit of Landlord and the protection of Landlord's property and
under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect to, Landlord
providing security or other protection for Tenant or Tenant's Agents or property in, on or about the Premises,
Land or Building.

4.4 TENANT ALTERATIONS. Tenant shall not make any alterations, additions or improvements in or to the
Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall
covering, fixtures, plumbing or wiring or Telecommunication Facilities (individually and collectively "Tenant
Alterations").
4.5 TENANT'S WORK PERFORMANCE. If Landlord permits Tenant to perform any Tenant Alterations, then
the Tenant Alterations shall be performed by contractors employed by Tenant under one or more construction
contracts, in form and content approved in advance in writing by Landlord (which approval shall be subject to
Landlord's discretion and may include a requirement that the prime contractor and the respective subcontractors:
(a) be parties to, and bound by, a collective bargaining agreement with a labor organization affiliated with the
Building and Construction Trades Council of the AFL-CIO or with an independent, nationally recognized labor
organization or one of its affiliated locals, and
(b) solely employ members of such labor organizations to perform work within their respective jurisdictions
solely. Tenant's contractors, workers and suppliers shall work in harmony with and not interfere with workers or
contractors of Landlord or other tenants of Landlord. If Tenant's contractors, workers or suppliers do, in the
opinion of Landlord, cause such disharmony or interference, Landlord's consent to the continuation of such work
may be withdrawn upon written notice to Tenant. All Tenant Alterations shall be (1) completed in accordance
with the plans and specifications approved by Landlord;
(2) completed in accordance with all Governmental Requirements; (3) carried out promptly in a good and
workmanlike manner; (4) of all new materials; and (5) free of defect in materials and workmanship. Tenant shall
pay for all damage to the Premises, Building and Land caused by Tenant or Tenant's Agents. Tenant shall
indemnify, defend and hold harmless Landlord and Landlord's Agents from any Claims arising as a result of any
defect in design, material or workmanship of any Tenant Alterations.
4.6 SURRENDER OF POSSESSION. Subject to the last subparagraph of the paragraph captioned "Damage
or Destruction*. Tenant shall, at the expiration or earlier termination of this Lease, surrender and deliver the
Premises to Landlord in as good condition as when received by Tenant from Landlord or as later improved,
reasonable use and wear excepted.
4.7 REMOVAL OF PROPERTY Upon expiration or earlier termination of this Lease, Tenant may remove its
personal property, office supplies and office furniture and equipment if (a) such items are readily moveable and
are not attached to the Premises; (b) such removal is completed prior to the expiration or earlier termination of
this Lease; (c) Tenant is not in default of any covenant or condition of this Lease at the time of such removal; and
(d) Tenant immediately repairs all damage caused by or resulting from such removal. All other property in the
Premises and any Tenant Alterations (including, wall-to-wall carpeting, paneling, wall covering or lighting fixtures
and apparatus or Telecommunication Facilities,) or any other article affixed to the floor, walls, ceiling or any other
part of the Premises or Building, shall become the property of Landlord and shall remain upon and be
surrendered with the Premises, except as may be otherwise provided in the paragraph captioned Tenant
Alterations'' or the paragraph captioned Tenant's Contribution to Tenant Improvement Costs". Tenant waives all
rights to any payment or compensation for such property. If, at the expiration or earlier termination of this Lease
or at such time as Landlord exercises its right or re-entry, Tenant has failed to remove any property from the
Premises, Building or Land which it is entitled or required to remove as provided in this Lease, Landlord may, at
its option, remove and store such property without liability for loss of or damage to such property, such storage
to be for the account and at the expense of Tenant. If Tenant fails to pay the cost of storing any such property,
Landlord may, at its option, after it has been stored for a period of twenty (20) Business Days or more, sell or
permit to be sold, any or all such property at public or private sale (and Landlord may become a purchaser at
such sale), in such manner and at such times and places as Landlord in its sole discretion may deem proper,
without notice to Tenant, and Landlord shall apply the proceeds of such sale: first, to the cost and expense of
such sale, including reasonable attorney's fees actually incurred; second, to the payment of the costs or charges
for storing any such property; third, to the payment of any other sums of money which may then be or later
become due Landlord from Tenant under this Lease; and, fourth, the balance, if any, to Tenant.
4.8 Access. Tenant will have access to the Building and parking areas, twenty-four (24) hours per day, seven (7)
days per week. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any time on at
least one (1) Business Day's notice (except in case of emergency), for the purpose of inspecting the same or for
the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph
shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When
reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other
facilities, without liability to Tenant by reason of such closure and without such action by Landlord being
construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the
provisions of this Lease. Landlord shall have the right to enter the Premises for the purpose of showing the
Premises to prospective tenants within the period of one-hundred-eighty
(180) Business Days prior to the expiration or sooner termination of this Lease and to erect on the Premises a
suitable sign indicating the Premises are available. Tenant and Landlord shall arrange to meet for a joint inspection
of the Premises prior to vacating. In the event Tenant fails or refuses to meet for such joint inspection, Landlord's
inspection after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration. Landlord shall not be liable for the consequences of admitting
by passkey, or refusing to admit to the Premises, Tenant or any of Tenant's Agents, or other persons claiming the
right of admittance.
4.9 DAMAGE OR DESTRUCTION. If the Premises are damaged by fire, earthquake or other casualty, Tenant
shall give immediate written notice thereof to Landlord. If Landlord reasonably estimates that the damage can not
be repaired in accordance with the then exiting Governmental Requirements within thirty (30) calendar days, then
either Landlord or Tenant may elect to terminate this Lease by notice in writing to the other party.
4.10 CONDEMNATION. If all of the Premises, or such portions of the Building as may be required for the
Tenant's reasonable use of the Premises, are taken by eminent domain or by conveyance in lieu thereof, this
Lease shall automatically terminate as of the date the physical taking occurs, and all Base Rent, Additional Rent
and other sums payable under this Lease shall be paid to that date.
4.11 PARKING. Landlord has allocated five (5) parking spaces per 1,000 rentable square feet for Tenant's use
on a non-exclusive, non-reserved basis. Landlord shall have the right, but not the obligation, to monitor, secure or
police the use of the parking or other common areas.
4.12 INDEMNIFICATION. Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents
from and against any and all Claims, arising in whole or in part out of (a) the possession, use or occupancy of the
Premises or the business conducted in the Premises, (b) any act, omission or negligence of Tenant or Tenant's
Agents, or (c) any breach or default under this Lease by Tenant. Except for Claims arising solely out of the gross
negligence or willful misconduct of Landlord or Landlord's Agents in failing to repair or maintain the Building as
required by this Lease; neither Landlord nor Landlord's Agents shall, to the extent permitted by law, have any
liability to Tenant, or to Tenant's Agents, for any Claims arising out of any cause whatsoever, including repair to
any portion of the Premises; interruption in the use of the Premises or any equipment therein; any accident or
damage resulting from any use or operation by Landlord, Tenant or any person or entity of heating, cooling,
electrical, sewerage or plumbing equipment or apparatus or Telecommunication Facilities; termination of this
Lease by reason of damage to the Premises or Building; fire, robbery, theft, vandalism, mysterious disappearance
or any other casualty; actions of any other tenant of the Building or of any other person or entity; inability to
furnish any service required of Landlord as specified in this Lease; or leakage in any part of the Premises or the
Building from rain, ice or snow, or from drains, pipes or plumbing fixtures in the Premises or the Building;
provided that, in no event shall Landlord be responsible for any interruption to Tenant's business or for any
indirect or consequential losses suffered by Tenant or Tenant's Agents. The obligations of this paragraph shall be
subject to the paragraph captioned "Waiverof Subrogation".
4.13 TENANT INSURANCE
4.13.1 Tenant shall, throughout the Lease Term, at its own expense, keep and maintain in full force and effect:
(a) A policy of comprehensive general liability insurance, including a contractual liability endorsement covering
Tenant's obligations under the paragraph captioned "Indemnification", insuring against claims of bodily injury and
death or property damage or loss with a combined single limit at the Commencement Date of this Lease of not
less than Two Million Dollars ($2,000,000.00), which limit shall be reasonably increased during the Lease Term
at Landlord's request to reflect both increases in liability exposure arising from inflation as well as from changing
use of the Premises or changing legal liability standards, which policy shall be payable on an "occurrence" rather
than a "claims made" basis, and which policy names Landlord and Manager and, at Landlord's request
Landlord's mortgage lender(s) or investment advisors, as additional insureds;
(b) A policy of extended property insurance (which is commonly called "all risk") covering Tenant Improvements,
Tenant Alterations (including Telecommunication Facilities), and any and all furniture, fixtures, equipment,
inventory, improvements and other property in or about the Premises which is not owned by Landlord, for one
hundred percent (100%) of the then current replacement value of such property;
(c) Business interruption insurance in an amount sufficient to cover costs, damages, lost income, expenses, Base
Rent, Additional Rent and all other sums payable under this Lease, should any or all of the Premises not be
usable for a period of up to twelve (12) months;

4.13.2 All insurance policies required under this paragraph shall be with companies reasonably approved by
Landlord and each policy shall provide that it is not subject to cancellation or reduction in coverage except after
thirty (30) days' written notice to Landlord. Tenant shall deliver to Landlord and, at Landlord's request
Landlord's mortgage lender(s), prior to the Commencement Date and from time to time thereafter, certificates
evidencing the existence and amounts of all such policies.
4.13.3 If Tenant fails to acquire or maintain any insurance or provide any certificate required by this paragraph,
Landlord may, but shall not be required to, obtain such insurance or certificates and the costs associated with
obtaining such insurance or certificates shall be payable by Tenant to Landlord on demand.
4.14 LANDLORD'S INSURANCE. Landlord shall, throughout the Lease Term, keep and maintain in full force
and effect:
(a) Commercial general liability insurance, insuring against claims of bodily injury and death or property damage
or loss with a combined single limit at the Commencement Date of not less than One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, which policy shall
be payable on an "occurrence" rather than a "claims made" basis;
(b) "Special Form" property insurance (what is commonly called "all risk") covering the Building and Landlord's
personal property, if any, located on the Land in the amount of one hundred percent (100%) of the then current
replacement value of such property; and
(c) Landlord may, but shall not be required to, maintain other types of insurance as Landlord deems appropriate,
including but not limited to, property insurance coverage for earthquakes and floods in such amounts as Landlord
deems appropriate. Such policies may be "blanket" policies which cover other properties owned by Landlord.
Landlord shall deliver to Tenant and, at Tenant's request Tenant's mortgage lender(s), prior to the
Commencement Date and from time to time thereafter, certificates evidencing the existence and amounts of all
such policies.
4.15 WAIVER OF SUBROGATION. Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby each waive and release the other from any and all Claims or any loss or damage that may occur to
the Land, Building, Premises or personal property located therein, by reason of fire or other casualty regardless
of cause or origin, including the negligence or misconduct of Landlord, Tenant, Landlord's Agents or Tenant's
Agents, but only to the extent of the insurance proceeds paid to such releasor under its policies of insurance or, if
it fails to maintain the required policies, the insurance proceeds that would have been paid to such releasor if it
had maintained such policies. Each party to this Lease shall promptly give to its insurance company written notice
of the mutual waivers contained in this subparagraph, and shall cause its insurance policies to be properly
endorsed, if necessary, to prevent the invalidation of any insurance coverages by reason of the mutual waivers
contained in this subparagraph.
4.16 ASSIGNMENT AND SUBLETTING BV TENANT. Tenant shall not have the right to assign, transfer,
mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow
the occupancy of all or any part of the Premises by another, without first obtaining Landlord's consent.
4.17 ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon the written request of Landlord,
execute, acknowledge and deliver to Landlord or its designee a written statement stating: (a) the date this Lease
was executed and the date it expires; (b) the date tenant entered into occupancy of the Premises; (c) the amount
of monthly Base Rent and Additional Rent and the date to which such Base Rent and Additional Rent have been
paid; and (d) certifying that (1) this Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or specifying the date of the agreement so affecting this Lease); (2)
Landlord is not in breach of this Lease (or, if so, a description of each such breach) and that no event, omission
or condition has occurred which would result, with the giving of notice or the passage of time, in a breach of this
Lease by Landlord; (3) this Lease represents the entire agreement between the parties with respect to the
Premises; (4) all required contributions by Landlord to Tenant on account of Tenant Improvements have been
received; (5) on the date of execution, there exist no defenses or offsets which the Tenant has against the
enforcement of this Lease by the Landlord; (6) no Base Rent, Additional Rent or other sums payable under this
Lease have been paid in advance except for Base Rent and Additional Rent for the then current month; (7) no
security has been deposited with Landlord (or, if so, the amount of such security); (8) it is intended that any
Tenant's statement may be relied upon by a prospective purchaser or mortgagee of Landlord's interest or an
assignee of any such mortgagee; and (9) such other information as may be reasonably requested by Landlord. If
Tenant fails to respond within five (5) Business Days of its receipt of a written request by Landlord as provided in
this paragraph, such shall be a breach of this Lease and Tenant shall be deemed to have admitted the accuracy of
any information supplied by Landlord to a prospective purchaser, mortgagee or assignee.
4.18 HAZARDOUS SUBSTANCES.
4.18.1 Tenant agrees that neither Tenant, any of Tenant's Agents nor any other person will store, place, generate,
manufacture, refine, handle, or locate on, in, under or around the Land or Building any Hazardous Substance,
except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies in the
Premises in the ordinary course and the prudent conduct of Tenant's business in the Premises, provided that (a)
the storage, handling and use of such permitted Hazardous Substances must at all times conform to all
Governmental Requirements and to applicable fire, safety and insurance requirements; (b) the types and quantities
of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the
nature and size of Tenant's operation in the Premises and reasonable and appropriate for a first-class building of
the same or similar use and in the same market area as the Building; (c) no Hazardous Substance shall be spilled
or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any
area adjacent to the Land or Building; and (d) in no event will Tenant be permitted to store, handle or use on, in,
under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage
insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have
been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase
related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous
Substance, which approval shall be subject to Landlord's discretion.
4.18.2 Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents from and against any
and all Claims arising out of any breach of any provision of this paragraph, which expenses shall also include
laboratory testing fees, personal injury claims, clean-up costs and environmental consultants' fees. Tenant agrees
that Landlord may be irreparably harmed by Tenant's breach of this paragraph and that a specific performance
action may appropriately be brought by Landlord; provided that. Landlord's election to bring or not bring any
such specific performance action shall in no way limit, waive, impair or hinder Landlord's other remedies against
Tenant.
4.18.3 As of the execution date of this Lease, Tenant represents and warrants to Landlord that, except as
otherwise disclosed by Tenant to Landlord, Tenant has no intent to bring any Hazardous Substances on, in or
under the Premises except for the type and quantities authorized in the first paragraph of the paragraph captioned
"Hazardous Substances."
4.19 ACCESSLAWS
4.19.1 Landlord represents and warrants to Tenant that, to Landlord's actual knowledge, as of the
Commencement Date, the Building and the Premises are in compliance with the Access Laws.
4.19.2 Tenant agrees to notify Landlord immediately if Tenant receives notification or otherwise becomes aware
of: (a) any condition or situation on, in, under or around the Land or Building which may constitute a violation of
any Access Laws or (b) any threatened or actual lien, action or notice that the Land or Building is not in
compliance with any Access Laws. If Tenant is responsible for such condition, situation, lien, action or notice
under this paragraph, Tenant's notice to Landlord shall include a statement as to the actions Tenant proposes to
take in response to such condition, situation, lien, action or notice.
4.19.3 Tenant shall not alter or permit any assignee or subtenant or any other person to alter the Premises in any
manner which would violate any Access Laws or increase Landlord's responsibilities for compliance with Access
Laws, without the prior approval of the Landlord. In connection with any such approval, Landlord may require a
certificate of compliance with Access Laws from an architect, engineer or other person acceptable to Landlord.
Tenant agrees to pay the reasonable fees incurred by such architect, engineer or other third party in connection
with the issuance of such certificate of compliance. Landlord's consent to any proposed Tenant Alteration shall
(a) not relieve Tenant of its obligations or indemnities contained in this paragraph or this Lease or (b) be
construed as a warranty that such proposed alteration complies with any Access Law.
4.19.4 Tenant shall be solely responsible for all costs and expenses relating to or incurred in connection with: (a)
failure of the Premises to comply with the Access Laws; and (b) bringing the Building and the common areas of
the Building into compliance with Access Laws, if and to the extent such noncompliance arises out of or relates
to: (1) Tenant's use of the Premises, including the hiring of employees; or (2) any Tenant Alterations to the
Premises.
4.19.5 Landlord shall be responsible for all costs and expenses relating to or incurred in connection with bringing
the common areas of the Building into compliance with Access Laws, unless such costs and expenses are
Tenant's responsibility as provided in the preceding subparagraph. Any cost or expense paid or incurred by
Landlord to bring the Premises or common areas of the Building into compliance with Access Laws which is not
Tenant's responsibility under the preceding subparagraphs shall be amortized over the useful economic life of the
improvements (not to exceed ten (10) years) using an amortization rate of twelve percent (12%) per annum, and
shall be an Operating Cost for purposes of this Lease.
4.19.6 Tenant agrees to indemnify, defend and hold harmless Landlord and Landlord's Agents from and against
any and all Claims arising out of or relating to any failure of Tenant or Tenant's Agents to comply with Tenant's
obligations under this paragraph.
4.19.7 The provisions of this paragraph shall supersede any other provisions in this Lease regarding Access
Laws, to the extent inconsistent with the provisions of any other paragraphs.

4.20 QUIET ENIOVMENT. Landlord covenants that Tenant, upon paying Base Rent, Additional Rent and all
other sums payable under this Lease and performing all covenants and conditions required of Tenant under this
Lease shall and may peacefully have, hold and enjoy the Premises without hindrance or molestation by Landlord.
4.21 SIGNS. At Tenant's request, Landlord shall provide Tenant with suite identity and directory signage at
Tenant's sole cost and expense. Tenant shall not have the right to create and install any signs on the Building's
exterior.
4.22 SUBORDINATION Tenant subordinates this Lease and all rights of Tenant under this Lease to any
mortgage, deed of trust, ground lease or vendor's lien, or similar instrument which may from time to time be
placed upon the Premises (and all renewals, modifications, replacements and extensions of such encumbrances),
and each such mortgage, deed of trust, ground lease or lien or other instrument shall be superior to and prior to
this Lease; provided that. Landlord provides Tenant with a commercially reasonable nondisturbance agreement
on the standard form of the applicable lender or ground lessor. Notwithstanding the foregoing, the holder or
beneficiary of such mortgage, deed of trust, ground lease, vendor's lien or similar instrument shall have the right to
subordinate or cause to be subordinated any such mortgage, deed of trust, ground lease, vendor's lien or similar
instrument to this Lease. Tenant further covenants and agrees that if the lender or ground lessor acquires the
Premises as a purchaser at any foreclosure sale or otherwise, Tenant shall recognize and attorn to such party as
landlord under this Lease, and shall make all payments required hereunderto such new landlord without deduction
or set-off and, upon the request of such purchaser or other successor, execute, deliver and acknowledge
documents confirming such attomment. Tenant waives the provisions of any law or regulation, now or hereafter in
effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or
the obligations of Tenant hereunder in the event that any such foreclosure or termination or other proceeding is
prosecuted or completed.
4.23 BROKERS. Each party to this Lease shall indemnify, defend and hold harmless the other party from and
against any and all Claims asserted against such other party by any real estate broker, finder or intermediary
relating to any act of the indemnifying party in connection with this Lease.
4.24 EXCULPATION AND LIMITATION OF LIABILITY. Landlord has executed this Lease by its
authorized signatory signing solely in a representative capacity. Notwithstanding anything contained in this Lease
to the contrary, Tenant confirms that the covenants of Landlord are made and intended, not as personal
covenants of the authorized signatory, or for the purpose of binding the authorized signatory personally, but solely
in the exercise of the representative powers conferred upon the authorized signatory by its principal. Liability with
respect to the entry and performance of this Lease by or on behalf of Landlord, however it may arise, shall be
asserted and enforced only against the Landlord's estate and interest in the Building. Neither Landlord nor any of
Landlord's Agents shall have any personal liability in the event of any claim against Landlord arising out of or in
connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises. Further, in
no event whatsoever shall any Landlord's Agent have any liability or responsibility whatsoever arising out of or in
connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises. Any and all
personal liability, if any, beyond that which may be asserted under this paragraph, is expressly waived and
released by Tenant and by all persons claiming by, through or under Tenant.
4.25 MECHANIC'S LIENS AND TENANT'S PERSONAL PROPERTY TAXES.
4.25.1 Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind
or nature whatsoever upon, or in any manner to bind, the interest of Landlord or Tenant in the Premises or to
charge the rentals payable under this Lease for any Claims in favor of any person dealing with Tenant, including
those who may furnish materials or perform labor for any construction or repairs. Tenant shall pay or cause to be
paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection
with any work performed on the Premises on which any lien is or can be validly and legally asserted against its
leasehold interest in the Premises and Tenant shall indemnify, defend and hold harmless Landlord from any and all
Claims arising out of any such asserted Claims. Tenant agrees to give Landlord immediate written notice of any
such Claim.
4.25.2 Tenant shall be liable for all taxes levied or assessed against personal property, furniture or fixtures placed
by Tenant in the Premises. If any such taxes for which Tenant is liable are levied or assessed against Landlord or
Landlord's property and Landlord elects to pay them or if the assessed value of Landlord's property is increased
by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such
increase, Tenant shall reimburse Landlord for the sums so paid by Landlord, upon demand by Landlord.

SECTION 5: DEFAULT AND REMEDIES

5.1 EVENTS OF DEFAULT.
5.1.1 The occurrence of any one or more of the following events shall constitute a material default and breach of
this Lease by Tenant ("Event of Default"):
(a) failure by Tenant to make any payment of Base Rent, Additional Rent or any other sum payable by Tenant
under this Lease within three (3) Business Days after its due date;
(b) failure by Tenant to observe or perform any covenant or condition of this Lease, other than the making of
payments, where such failure shall continue for a period of ten (10) Business Days after written notice from
Landlord;
(c) (1) the making by Tenant of any general assignment or general arrangement for the benefit of creditors; (2) the
filing by or against Tenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case
of a petition filed against Tenant, the same is dismissed within twenty (20) Business Days; (3) the appointment of
a trustee or receiver to take possession of substantially all of Tenant's assets located in the Premises or of
Tenant's interest in this Lease; (4) any execution, levy, attachment or other process of law against any property of
Tenant or Tenant's interest in this Lease, unless the same is dismissed within twenty (20) Business Days; (5)
adjudication that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud of creditors; or
(7) the failure of Tenant to generally pay its debts as they become due; or
(d) any information furnished by or on behalf of Tenant to Landlord in connection with the entry of this Lease is
determined to have been materially false, misleading or incomplete when made.

5.1.2 Tenant shall notify Landlord promptly of any Event of Default or any facts, conditions or events which, with
the giving of notice or passage of time or both, would constitute an Event of Default.
5.1.3 If a petition in bankruptcy is filed by or against Tenant, and if this Lease is treated as an "unexpired lease"
under applicable bankruptcy law in such proceeding, then Tenant agrees that Tenant shall not attempt nor cause
any trustee to attempt to extend the applicable time period within which this Lease must be assumed or rejected.
5.2 REMEDIES. If any Event of Default occurs, Landlord may at any time after such occurrence, with or without
notice or demand except as stated in this paragraph, and without limiting Landlord in the exercise of any right or
remedy at law which Landlord may have by reason of such Event of Default, exercise the rights and remedies,
either singularly or in combination, as are specified or described in the subparagraphs of this paragraph.
5.2.1 Landlord may terminate this Lease and all rights of Tenant under this Lease either immediately or at some
later date by giving Tenant written notice that this Lease is terminated. If Landlord so terminates this Lease, then
Landlord may recover from Tenant the sum of:
(a) the unpaid Base Rent, Additional Rent and all other sums payable under this Lease which have been earned at
the time of termination;
(b) interest at the Default Rate on the unpaid Base Rent, Additional Rent and all other sums payable under this
Lease which have been earned at the time of termination; plus
(c) the amount by which the unpaid Base Rent, Additional Rent and all other sums payable under this Lease
which would have been earned after termination until the time of award exceeds the amount of such rental loss, if
any, as Tenant affirmatively proves could have been reasonably avoided and interest on such excess at the
Default Rate; plus
(d) the amount by which the aggregate of the unpaid Base Rent, Additional Rent and all other sums payable
under this Lease for the balance of the Lease Term after the time of award exceeds the amount of such rental
loss, if any, as Tenant affirmatively proves could have been reasonably avoided and interest on such excess at the
Default Rate; plus
(e) any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure
to perform Tenant's obligations under this Lease or which, in the ordinary course of things, would be likely to
result from such failure, including, leasing commissions, tenant improvement costs, renovation costs and
advertising costs; plus
(f) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by
applicable law.
5.2.2 Landlord shall also have the right with or without terminating this Lease, to re-enter the Premises and
remove all persons and property from the Premises. Landlord may cause property so removed from the Premises
to be stored in a public warehouse or elsewhere at the expense and for the account of Tenant 5 2.3 If Tenant
vacates, abandons or surrenders the Premises without Landlord's consent, or if Landlord re-enters the Premises
as provided in subparagraph 5.2.2 or takes possession of the Premises pursuant to legal proceedings or through
any notice procedure provided by law, then, if Landlord does not elect to terminate this Lease, Landlord may,
from time to time, without terminating this Lease, either (a) recover all Base Rent, Additional Rent and all other
sums payable under this Lease as they become due or (b) relet the Premises or any part of the Premises on
behalf of Tenant for such term or terms, at such rent or rents and pursuant to such other provisions as Landlord,
in its sole discretion, may deem advisable, all with the right, at Tenant's cost, to make alterations and repairs to
the Premises and recover any deficiency from Tenant as set forth in subparagraph 5.2.5.
5.2.4 None of the following remedial actions, singly or in combination, shall be construed as an election by
Landlord to terminate this Lease unless Landlord has in fact given Tenant written notice that this Lease is
terminated:
an act by Landlord to maintain or preserve the Premises; any efforts by Landlord to relet the Premises; any
repairs or alterations made by Landlord to the Premises; re-entry, repossession or reletting of the Premises by
Landlord pursuant to this paragraph; or the appointment of a receiver, upon the initiative of Landlord, to protect
Landlord's interest under this Lease. If Landlord takes any of the foregoing remedial action without terminating
this Lease, Landlord may nevertheless at any time after taking any such remedial action terminate this Lease by
written notice to Tenant.
5.2.5 If Landlord relets the Premises, Landlord shall apply the revenue from such reletting as follows: first, to the
payment of any indebtedness of Tenant to Landlord other than Base Rent, Additional Rent or any other sums
payable by Tenant under this Lease; second, to the payment of any cost of reletting (including finders' fees and
leasing commissions); third, to the payment of the cost of any alterations, improvements, maintenance and repairs
to the Premises; and fourth, to the payment of Base Rent, Additional Rent and other sums due and payable and
unpaid under this Lease. Landlord shall hold and apply the residue, if any, to payment of future Base Rent,
Additional Rent and other sums payable under this Lease as the same become due, and shall deliver the eventual
balance, if any, to Tenant. Should revenue from letting during any month, after application pursuant to the
foregoing provisions, be less than the sum of the Base Rent, Additional Rent and other sums payable under this
Lease and Landlord's expenditures for the Premises during such month, Tenant shall be obligated to pay such
deficiency to Landlord as and when such deficiency arises.
5.2.6 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in
this Lease or by law (all such remedies being cumulative), nor shall pursuit of any remedy provided in this Lease
constitute a forfeiture or waiver of any Base Rent, Additional Rent or other sum payable under this Lease or of
any damages accruing to Landlord by reason of the violation of any of the covenants or conditions contained in
this Lease.

5.3 RIGHT TO PERFORM If Tenant shall fail to pay any sum of money, other than Base Rent or Additional
Rent, required to be paid by it under this Lease or shall fail to perform any other act on its part to be performed
under this Lease, and such failure shall continue for ten (10) Business Days after notice of such failure by
Landlord, or such shorter time if reasonable under the circumstances, Landlord may, but shall not be obligated to,
and without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform such
other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to
any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due
under this paragraph as in the case of default by Tenant in the payment of Base Rent.
5.4 LANDLORD'S DEFAULT. In the event that Landlord defaults under or breaches this Lease, Tenant shall
notify Landlord of such default or breach in writing, and Tenant shall not exercise any right or remedy which
Tenant may have under this Lease or at law if Landlord commences to cure such default or breach within twenty
(20) Business Days after receipt of Tenant's notice and thereafter diligently prosecutes the cure to completion.

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 NOTICES. Any notice, request or written communication required or permitted to be delivered under this
Lease shall be: (a) in writing; (b) transmitted by personal delivery. express or courier service, United States
Postal Service in the manner described below, or electronic means of transmitting written material; and (c)
deemed to be delivered on the earlier of the date received or four (4) Business Days after having been deposited
in the United States Postal Service, postage prepaid. Such writings shall be addressed to Landlord or Tenant, as
the case may be, at the respective designated addresses set forth opposite their signatures, or at such other
address(es) as they may, after the execution date of this Lease, specify by written notice delivered in accordance
with this paragraph, with copies to the persons at the addresses, if any, designated opposite each party's
signature. Those notices which contain a notice of breach or default or a demand for performance may be sent by
any of the methods described in clause (b) above, but if transmitted by personal delivery or electronic means,
shall also be sent concurrently by certified or registered mail, return receipt requested.
6.2 ATTORNEY'S FEES AND EXPENSES. In the event either party requires the services of an attorney in
connection with enforcing the terms of this Lease, or in the event suit is brought for the recovery of Base Rent,
Additional Rent or any other sums payable under this Lease or for the breach of any covenant or condition of this
Lease, or for the restitution of the Premises to Landlord or the eviction of Tenant during the Lease Term or after
the expiration or earlier termination of this Lease, the substantially prevailing party shall be entitled to a reasonable
sum for attorney's and paralegal's fees, expenses and court costs, including those relating to any appeal.
6.3 NO ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of an amount less
than the Base Rent or Additional Rent or any other sum due and payable under this Lease shall be deemed to be
other than a payment on account of the Base Rent, Additional Rent or other such sum, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment be deemed an accord and
satisfaction, nor preclude Landlord's right to recover the balance of any amount payable or Landlord's right to
pursue any other remedy provided in this Lease or at law.
6.4 SUCCESSORS: JOINT AND SEVERAL LIABILITY. Except as provided in the paragraph captioned
"Exculpation and Limitation of Liability" and subject to the paragraph captioned "Assignment and Subletting bv
Landlord", all of the covenants and conditions contained in this Lease shall apply to and be binding upon
Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. In the event
that more than one person, partnership, company, corporation or other entity is included in the term "Tenant",
then each such person, partnership, company, corporation or other entity shall be jointly and severally liable for
all obligations of Tenant under this Lease.
6.5 CHOICE OF LAW. This Lease shall be construed and governed by the laws of the state in which the Land
is located. Tenant consents to Landlord's choice of venue for any legal proceeding brought by Landlord or
Tenant to enforce the terms of this Lease.
6.6 NO WAIVER OF REMEDIES. The waiver by Landlord of any covenant or condition contained in this
Lease shall not be deemed to be a waiver of any subsequent breach of such covenant or condition nor shall any
custom or practice which may develop between the parties in the administration of this Lease be construed to
waive or lessen the rights of Landlord to insist on the strict performance by Tenant of all of the covenants and
conditions of this Lease. No act or thing done by Landlord or Landlord's Agents during the Lease Term shall be
deemed an acceptance or a surrender of the Premises, and no agreement to accept a surrender of the Premises
shall be valid unless made in writing and signed by Landlord. The mention in this Lease of any particular remedy
shall not preclude Landlord from any other remedy it might have, either under this Lease or at law, nor shall the
waiver of or redress for any violation of any covenant or condition in this Lease or in any of the rules or
regulations attached to this Lease or later adopted by Landlord, prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an original violation. The receipt by
Landlord of Base Rent, Additional Rent or any other sum payable under this Lease with knowledge of a breach
of any covenant or condition in this Lease shall not be deemed a waiver of such breach. The failure of Landlord
to enforce any of the rules and regulations attached to this Lease or later adopted, against Tenant or any other
tenant in the Building, shall not be deemed a waiver. Any waiver by Landlord must be in writing and signed by
Landlord to be effective.
6.7 OFFER TO LEASE. The submission of this Lease to Tenant or its broker or other agent does not constitute
an offer to Tenant to lease the Premises. This Lease shall have no force or effect until: (a) it is executed and
delivered by Tenant to Landlord; and (b) it is executed and delivered by Landlord to Tenant.
6.8 FORCE MAIEURE. In the event that Landlord or Tenant shall be delayed, hindered in or prevented from
the performance of any act or obligation required under this contract by reason or acts of God. strikes, lockouts,
labor troubles or disputes, inability to procure or shortage of materials or labor, failure of power or utilities, delay
in transportation, fire, vandalism, accident, flood, severe weather, other casualty, Governmental requirements
(including mandated changes in the Plans and Specifications or the Tenant improvements resulting from changes in
pertinent Governmental Requirements or interpretations thereof), riot, insurrection, civil commotion, sabotage,
explosion, war, natural or local emergency, acts or omissions of others, including the other party, or other reasons
of a similar or dissimilar nature not solely the fault of, or under the exclusive control of, Landlord or Tenant, as
applicable, then performance of such act or obligation shall be excused for the period of the delay and the period
for the performance of any such act or obligation shall be extended for the period equivalent to the period of such
delay.
6.9 SEVERABILITV: CAPTIONS. If any clause or provision of this Lease is determined to be illegal, invalid, or
unenforceable under present or future laws, the remainder of this Lease shall not be affected by such
determination, and in lieu of each clause or provision that is determined to be illegal, invalid or unenforceable,
there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and be legal, valid and enforceable. Headings or captions in
this Lease are added as a matter of convenience only and in no way define, limit or otherwise affect the
construction or interpretation of this Lease.
6.10 INTERPRETATION. Whenever a provision of this Lease uses the term (a) "include" or "including", that
term shall not be limiting but shall be construed as illustrative, (b) "covenant", that term shall include any covenant,
agreement, term or provision, (c) "at law", that term shall mean at law or in equity, or both, and (d) "day", that
uncapitalized word shall mean a calendar day. This Lease shall be given a fair and reasonable interpretation of the
words contained in it without any weight being given to whether a provision was drafted by one party or its
counsel.
6.11 INCORPORATION OF PRIOR AGREEMENT: AMENDMENTS. This Lease contains all of the
agreements of the parties to this Lease with respect to any matter covered or mentioned in this Lease, and no
prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of
this Lease may be amended or added to except by an agreement in writing signed by the parties to this Lease or
their respective successors in interest.
6.12 AUTHORITY. If Tenant is a partnership, company, corporation or other entity, each individual executing
this Lease on behalf of Tenant represents and warrants to Landlord that he or she is duly authorized to so execute
and deliver this Lease and that all partnership, company, corporation or other entity actions and consents
required for execution of this Lease have been given, granted or obtained. If Tenant is a partnership, company,
corporation or other business organization, it shall, within ten (10) Business Days after demand by Landlord,
deliver to Landlord satisfactory evidence of the due authorization of this Lease and the authority of the person
executing this Lease on its behalf.
6.13 TIME OF ESSENCE. Time is of the essence with respect to the performance of every covenant and
condition of this Lease.
6.14 SURVIVAL OF OBLIGATIONS. Notwithstanding anything contained in this Lease to the contrary or the
expiration or earlier termination of this Lease, any and all obligations of either party accruing prior to the
expiration or termination of this Lease shall survive the expiration or earlier termination of this Lease, and either
party shall promptly perform all such obligations whether or not this Lease has expired or terminated. Such
obligations shall include any and all indemnity obligations set forth in this Lease.
6.15 LANDLORD'S AUTHORIZED AGENTS. Notwithstanding anything contained in the Lease to the
contrary, including without limitation, the definition of Landlord's Agents, Riggs Bank N A (the trustee of
Landlord) and Kennedy Associates Real Estate Counsel, Inc. (the authorized signatory of Landlord) are the only
entities authorized to amend, renew or terminate this Lease, or to compromise any of Landlord's claims under this
Lease or to bind Landlord in any manner with respect to this Lease. Without limiting the effect of the previous
sentence, no property manager or broker shall be considered an authorized agent of Landlord to amend, renew
or terminate this Lease or to compromise any of Landlord's claims under this Lease or to bind Landlord in any
manner.
6.16 WAIVER OF JURY TRIAL. Landlord and Tenant agree to waive trial by jury in any action, proceeding or
counterclaim brought by either against the other on any matter arising out of or relating in any way to this Lease.

IN WITNESS WHEREOF, this Lease has been executed the day and year first above set forth.
         Designated Address for Landlord:          LANDLORD:
         -------------------------------           ---------
         c/o Kennedy Associates Real Estate        MULTI-EMPLOYER PROPERTY TRUST, a trust
         Counsel, Inc.                             organized under 12 C.F.R. Section 9.18
         Attn: Senior Vice President - Asset
              Management
         1215 Fourth Avenue, Suite 2400             By: Kennedy Associates Real Estate
         Seattle, WA 98161                            Counsel, Inc., Authorized Signatory
         Facsimile: 206-682-4769                      /s/ Scott M. Matthews
                                                      ---------------------
         and to:                                      Scott M. Matthews, Vice President
         ------

         Multi-Employer Property Trust
         c/o Riggs Bank N.A.
         Attn: Senior Vice President/MEPT
         or Patrick O. Mayberry
         808-17th Street NW, 7th Floor
         Washington, D.C. 20006-3944
         Facsimile: 202-835-6887

         with a copy to Manager at:
         -------------------------

         Trammell Crow Company
         Attn: Property Manager
         2850 E. Camelback, Suite 270
         Phoenix, AZ 85016-4311
         Telephone: 602-222-4000
         Facsimile: 602-285-3141

         Designated Address for Tenant:          TENANT:
         -----------------------------           ------
         DynaSig Corporation                     DYNASIG CORPORATION, an Arizona corporation
         14647 S. 50th St., Suite 130            /s/ Richard Kim
         Phoenix, AZ 85044                       ---------------




Facsimile: 480-759-9401 Richard Kim, President
                                  LANDLORD ACKNOWLEDGEMENT

                                       STATE OF WASHINGTON           )
                                                                     )ss.
                                       COUNTY OF KING                )




On this 19thday of January, 2005, before me personally appeared Scott Matthews to me known to be a Vice
President of Kennedy Associates Real Estate Counsel, Inc., the Authorized Signatory for the Multi-Employer
Property Trust, the trust that executed the within and foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said Trust for the uses and purposes therein mentioned, and on oath
stated that hewas authorized to execute said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above
written.

                           /s/ Janette K. Todd
                           -------------------
                           Name: Janette K. Todd
                           NOTARY PUBLIC in and for the State of Washington,
                           residing at Bellevue, WA. My appointment
                           expires: July 10, 2008.
                           [NOTARIAL SEAL]




                                    TENANT ACKNOWLEDGEMENT

                                          STATE OF                )
                                                                  )SS.
                                          COUNTY OF               )




On this 17th day of January, 2005, before me, a Notary Public in and for the State of Arizona personally
appeared Richard Kim, the President of DynaSig Corporation, the Arizona corporation that executed the within
and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath stated that s/he/they was/were authorized
to execute said instrument.

WITNESS my hand and official seal hereto affixed the day and year first as above written.

                             /s/Michael S. Williams
                             ----------------------
                             Name: Michael S. Williams
                             NOTARY PUBLIC in and for the State of Arizona,
                             residing at Maricopa County. My appointment
                             expires: March 12, 2008.
                                         EXHIBIT A TO LEASE
                                     LEGAL DESCRIPTION OF LAND

PARCEL NO. 1:
Lots 5 to 10 inclusive, of AGAVE CENTER, according to the plat of record in the office of the County
Recorder of Maricopa County, Arizona, recorded in Book 498 of Maps, Page 9.

PARCEL NO. 2:
A non-exclusive easement for vehicular and pedestrian ingress, egress and access over the Easterly 30 feet of Lot
11, of AGAVE CENTER, according to the plat of record in the office of the County Recorder of Maricopa
County, Arizona, recorded in Book 498 of Maps, Page 9, as more fully described in Reciprocal Easement
Agreement dated April 2,1999, recorded April 2,1999 as Instrument No. 99-0318689, of Official Records and
re-recorded April 13, 1999 as Instrument No. 99-0348350, of Official Records for the use and benefit of Lot
10.

PARCEL NO. 3:
An easement for public utilities, drainage and sewer as dedicated on the plat of AGAVE CENTER, according to
the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 498 of
Maps, Page 9 and as set forth in Article 6.5 of the Declaration of Covenants, Conditions and Restrictions
recorded April 2, 1999 as Instrument No. 99-0318688, of Official Records and re-recorded April 13, 1999 as
Instrument No. 99-0348349, of Official Records.

PARCEL NO. 4:
A perpetual, non-exclusive easement for the discharge and drainage of all storm water, surface water and other
naturally occurring water flow from Lots 5 through 10, of AGAVE CENTER, according to the plat of record
recorded on April 2, 1999 in Book 498 of Maps, Page 9, Official Records of Maricopa County, Arizona, on,
under and over Lot 13, of AGAVE CENTER, according to the plat of record recorded April 2, 1999 in Book
498 of Maps, Page 9, Official Records of Maricopa County, Arizona, as more fully described in the Special
Warranty Deed and Reservation of Easement recorded of even date herewith.
TOGETHER WITH and subject to those rights, mutually beneficial covenants, conditions, restrictions, standards,
limitations, prohibitions, easements, charges and liens as created by and set forth in the Declaration of Covenants,
Conditions and Restrictions recorded April 2,1999 as Instrument No. 99-0318688, of Official Records and re-
recorded April 13, 1999 as Instrument No. 99-0348349, of Official Records of Maricopa County, Arizona.
                          EXHIBITS TO LEASE
DRAWING SHOWING LOCATION OF THE PREMISES

                               [GRAPHIC OMITED]

AGAVE CORPORATE CENTER
CENT I
1711 W. GREENTREE
TEMPE, ARIZONA
VICINITY MAP

K&L
ARCHITECTS & INTERIORS, LLC
1850 N. CENTRAL AVE. PHOENIX, AZ. 55004
PH: 602-252-52O2
FAX: 602-252-5203

Trammell Crow Company
2850 E. CAMELBACK RD, SUITE 270
PHOENIX, ARIZONA 85O16-4311
602-235-3106
602-285-3141 FAX.
                            EXHIBIT C TO LEASE
                FORM OF MEMORANDUM OF COMMENCEMENT DATE

THE MULTI-EMPLOYER PROPERTY TRUST, A TRUST ORGANIZED UNDER 12 C.F.R.
SECTION 9.18, AS LANDLORD, AND DYNASIG CORPORATION, AN ARIZONA CORPORATION,
AS TENANT, EXECUTED THAT CERTAIN LEASE DATED AS OF ______________________ 2005
(THE
"LEASE").
THE LEASE CONTEMPLATES THAT UPON SATISFACTION OF CERTAIN CONDITIONS
LANDLORD AND TENANT WILL AGREE AND STIPULATE AS TO CERTAIN PROVISIONS OF
THE LEASE. ALL SUCH CONDITIONS PRECEDENT TO THAT STIPULATION HAVE BEEN
SATISFIED.

LANDLORD AND TENANT AGREE AS FOLLOWS:
1. THE COMMENCEMENT DATE OF THE LEASE IS ___ .
2. THE TERMINATION DATE OF THE LEASE IS ___.
3. THE PREMISES CONSIST OF ___RENTABLE SQUARE FEET.
4. BASE RENT IS AS FOLLOWS:

           ---______________ THROUGH________________; $__________PER MONTH
           ---______________ THROUGH________________; $__________PER MONTH
           ---______________ THROUGH________________; $__________PER MONTH
           5. TENANT'S PRO RATA SHARE IS_________ PERCENT (______%)
           6. THE LEASE IS IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF, LANDLORD
           HAS FULFILLED ALL OF ITS OBLIGATIONS UNDER THE LEASE REQUIRED TO BE
           FULFILLED BY LANDLORD ON OR PRIOR TO SUCH DATE, AND TENANT HAS NO RIGHT OF
           SET-OFF AGAINST ANY RENTALS.

           IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS MEMORANDUM TO BE DULY
           EXECUTED AS OF _________ 2005.

       LANDLORD:                                TENANT:
       --------                                 ------
       MULTI-EMPLOYER PROPERTY TRUST,           DynaSig Corporation, an Arizona
       A TRUST ORGANIZED UNDER 12 C.F.R.            corporation




SECTION 9.18

               BY: KENNEDY ASSOCIATES REAL ESTATE      /s/Richard Kim
                  COUNSEL, INC., THE AUTHORIZED        Richard Kim, President
                  SIGNATORY
EX. C

        1
                             EXHIBIT C-1 to Lease
                  TENANT IMPROVEMENT BUILDING STANDARDS

AGAVE CORPORATE CENTER (AGAVE II - TENANT IMPROVEMENT STANDARDS 8/21/00

                   DEMISING PARTITION - BOTTOM OF DECK ABOVE +/-14'-0"
                   ---------------------------------------------------
                   STUD:     3-5/8" METAL STUD, 22 GA., @ 24" O.C.
                   DRYWALL:     5/8" GYP. BD. EACH SIDE
                   INSULATION:     R-11 BATT INSULATION IN WALL
                   FINISH:     TAPED, BEDDED AND LIGHT KNOCK DOWN




CORRIDOR PARTITION - BOTTOM OF DECK ABOVE +/-14'-0" F OR TUNNEL
ON2NDFLOOR)

             STUD:     3-5/8" METAL STUD, 22 GA., @ 24" O.C.
             DRYWALL:     5/8" TYPE "X" BOTH SIDES
             INSULATION:     R-L 1 BATT INSULATION
             FINISH:     TAPED, BEDDED AND FINISHED SMOOTH
             BASE:     CORRIDOR SIDE 4" CARPET BASE - TO MATCH CORRIDOR CARPET

             TENANT PARTITION - BOTTOM OF CEILING 9'-0"
             ------------------------------------------
             STUD:     2-1/2" METAL STUD, 25 GA.,@ 24" O.C.
             DRYWALL:     5/8" GYP. BD. EACH SIDE
             INSULATION:     NONE
             FINISH:     TAPED, BEDDED AND FINISHED SMOOTH




SUITE ENTRANCE DOOR:
SIZE: WOOD: FINISH: HARDWARE:
HINGE: DOORSTOP: DOOR SILENCERS: CLOSER: KEYING:
3'-0"X 8'-0 "XL-3/4" THICK FULL HEIGHT SINGLE SLAB DOOR - 20 MIN. RATED FLUSH
MAPLE VENEER
CLEAR SATIN
BEST '9K' SERIES, # 626 SATIN CHROMIUM PLATED, #14 LEVER,
93K7( )14KS3-78-626
FOUR (4) 4-1/2" BALL BEARING HINGES PER DOOR; FINISH TO MATCH HARDWARE DOOR
STOPS BY TRIMCO 1210; FINISH TO MATCH HARDWARE; WALL MOUNTED OR FLOOR
MOUNTED DEPENDING UPON APPLICATION. GREY RUBBER TYPE BY QUALITY; INSTALL
LATCH SIDE OF DOOR; FOUR
(4) PER DOOR WITH SMOKE SEAL NORTON 8300 SERIES OR YALE 3300 SERIES; FINISH
SIMILAR TO OTHER HARDWARE FINISH KEY PER MASTER KEY OF BUILDING AND SUPPLY
TEN
(10) SPECIFIC KEYS

             SUITE ENTRANCE DOOR FRAME:
             --------------------------
             FRAME MATERIAL:     WESTERN INTEGRATED MATERIALS - 20-MIN RATED
             FRAME FINISH:     CLEAR SATIN

             SUITE ENTRANCE SIDELITE:
             ------------------------
             SIZE:     18"XDOORHT.
             FRAME MATERIAL:     WESTERN INTEGRATED MATERIALS -20-MIN RATED
             FRAME FINISH:     CLEAR SATIN
             GLAZING:     1/4" CLEAR TEMPERED W/SPRINKLER WASH EA. SIDE




INTERIOR DOORS:
SIZE: WOOD: FINISH: HARDWARE:
HINGE: DOORSTOP: DOOR SILENCERS:
INTERIOR DOOR FRAME:
FRAME MATERIAL: FRAME-FINISH:
3'-0" X 8'-0" X 1-3/4" THICK FULL HEIGHT SINGLE SLAB DOOR SOLID CORE FLUSH
MAPLE VENEER
CLEAR SATIN
BEST '9K* SERIES, # 626 SATIN CHROMIUM PLATED, #14 LEVER,
93K7( )14KS3-78-626
FOUR (4) 4-1/2" BALL BEARING HINGES PER DOOR; FINISH TO MATCH HARDWARE
DOOR STOPS BY TRIMCO 1210; FINISH TO MATCH HARDWARE; WALL MOUNTED OR FLOOR
MOUNTED DEPENDING UPON APPLICATION GREY RUBBER TYPE BY QUALITY; INSTALL
LATCH SIDE OF DOOR UNIT WESTERN INTEGRATED MATERIALS CLEAR SATIN

INTERIOR DOOR SIDELITE:
SIZE:
FRAME MATERIAL: FRAME FINISH: GLAZING:
18"WXDOORHT.

                         WESTERN INTEGRATED MATERIALS

CLEAR SATIN
1/4" CLEAR TEMPERED

MANUFACTURER: MATERIALS:
CUSTOM / EURO STYLE 1.
1. PLASTIC LAMINATE (FORMICA STANDARD COLORS) ON EXPOSED SURFACES
2. WHITE MELAMINE INTERIOR

HARDWARE:
DOORS: HANDLES:
CONCEALED EURO STYLE WIRE PULLS, SATIN CHROME

       SIZE:
       BASE CABINETS:    24" DEEP, 36" HIGH
       UPPER CABINETS:    12" DEEP, 30" HIGH
       CONFIGURATION:    1. KITCHEN BASE CABS W/ DOORS AND ONE (1) ROW OF DRAWERS AT
       TOP;




ONE (1) ADJUSTABLE SHELF
2. ALL OTHER BASE CABS W/ DOORS ONLY; ONE (1) ADJUSTABLE SHELF
3. UPPER DOORS WITH TWO (2) ADJUSTABLE SHELVES
4.12 X 12 STAINLESS STEEL SINK, SELF RIMMING - GOOSENECK FAUCET, FLIP HANDLES,
INSTA-HOT UNDER SINK 277V

          VINYL COMPOSITE TILE:
          ---------------------
          MANUFACTURER:     ARMSTRONG
          STYLE:     STANDARD 12" X 12" X 1/8", IMPERIAL TEXTURE, STANDARD EXCELON
          COLOR:     SELECTED BY TENANT




CARPET:
TYPE: STYLE: COLOR: ALLOWANCE:
BASE:
MANUFACTURER: ROPPE
STYLE:
COLOR:
PAINT:
MANUFACTURER:
FINISH:
COLOR:
COVERAGE:
STOCK:
DIRECT GLUE DOWN 30 OZ CUT PILE OR 26 OZ LOOP AS SELECTED BY TENANT AS
SELECTED BY TENANT S13/SY INSTALLED
4" COVED
AS SELECTED BY TENANT
DUNN EDWARDS
EGGSHELL FINISH
AS SELECTED BY TENANT
ONE (1) BASE COAT AND ONE (1) FINISH COAT, MINIMUM
ONE (1) GAL. OF EACH COLOR CLEARLY MARKED FOR TENANT

WINDOW TREATMENT:
STYLE: COLOR: LOCATION:
CEILINGS:
MANUFACTURER:
HEIGHT:
GRID COMPONENTS:
ACOUSTICAL TILE:
COLOR:
HVAC:
GENERAL:
DIFFUSERS: CONTROLS:
1" MINI BLINDS
MATT BRUSHED ALUMINUM
ALL PERIMETER GLASS
USG
             9'-0"
             PRELUDE15/16", LASER LEVELED, EXPOSED TEE
             24"X24"X5/8 , OLYMPIA MICRO, ANGLED TEGULAR
             WHITE (WH)
             AIR DISTRIBUTION, BASIC T-STAT INSTALLATION, SECONDARY AND FLEX
             DUCT PROVIDED WITH TENANT IMPROVEMENT
             SUPPLY AIR:     TITUS TMSA     24X24    WHITE
             RETURN AIR:     TITUS PAR     24X24    WHITE    W/SOUND BOOT
             EMS/AFTER HOUR CONTROL OPTIONAL AT TENANTS EXPENSE

             LIGHT FIXTURES:
             ---------------
             MANUFACTURER:
             MODEL:
             SIZE:
             LENS TYPE:
             NUMBER OF LAMPS:
             COLUMBIA
             P4D24-332G-MA3653EBB277-F0735-C388
             2X4
             18 CELL PARABOLIC 3" DEEP
             THREE (3)
             LAMP TYPE:     4' ,T8,32 WATT
             VOLTAGE:     277 VOLT
             BALLAST:     ELECTRONIC
             ALLOWANCE:     1/80 SF
             MANUFACTURER:     PRESCOLITE
             MODEL:     CFRBIBUEB-ST492A
             SIZE:     8" RECESSED CAN LIGHT
             LENS TYPE:     WHITE BAFFLE W/ UPPER REFLECTOR
             NUMBER OF LAMPS:     TWO (2)
             LAMP TYPE:     18WPL
             VOLTAGE:     120/277 VOLT
             ALLOWANCE:     2/1000 SF OF TENANT SPACE




TELEPHONE/DATA SYSTEM:
MOUNTING BOARD: 4'-0" X 4'-0" PAINTED PLYWOOD MOUNTING BOARD IN TENANT
DEMISED
SPACE, WITH 3/4" CONDUIT TO BUILDING TELEPHONE ROOM; PLASTER RING WITH
PULL STRING FROM WALL TO PLENUM
CABLING: ALL CABLING BY TENANT; CABLING MUST BE PLENUM RATED AND
INSTALLATION APPROVED BY LANDLORD
OUTLETS: BLDG. STD. ROUGH-IN BOX W/MUDRING AND PULLSTRING MOUNTED AT
18"AFF. ALLOWANCE 1/150 SF.

               ELECTRICAL;
               -----------
               LIGHT SWITCHES:
               MANUF/MODEL:     HUBBELL CRS AMP 20
               TYPE:     TOGGEL
               COLOR:     WHITE
               D
               UPLEX ELECTRICAL OUTLET;
               -------------------------
               MANUF/MODEL:     HUBBELL CR AMP 20
               COLOR:     WHITE
               HEIGHT:     15" A.F.F. TO CENTER OF BOX
               ALLOWANCE:     1/75 SF

               SPRINKLER HEADS;
               ----------------
               SPRINKLER SYSTEM:     MODIFY SYSTEM AS REQUIRED BY CODE
               MOUNTING:     CENTER OF TILE UNLESS NOTED OTHERWISE
               TYPE OF HEAD:     GEM UNI A BRZ SSU
               SPECIALTY HEADS:     AVAILABLE AT TENANTS EXPENSE
               PIPING:     SCHEDULE 40, BLACK IRON NFPA 13

               EXIT SIGN;     PROVIDED AS REQUIRED BY CODE
               ----------
               MANUFACTURER:     PRESCOLITE
               MODEL:     EDC-1R-EN-B/BA, W/BATTERY BACKUP
               VOLTAGE:     277

               EMERGENCY LIGHTING;    PROVIDED AS REQUIRED BY CODE
               -------------------
               MANUFACTURER:     COLUMBIA
               MODEL:     P4D24-332G-MA3653EB8277-P0735-C388-B5C
               VOLTAGE:     277 V




  EMERGENCY BALLAST AND BATTERY PACK TO BE PROVIDED FOR EMERGENCY
                            LIGHTING OF

ONE BULB PER FIXTURE AS REQUIRED BY CODE.

SIGNAGE; PROVIDE ONE EA. BUILDING STANDARD TENANT IDENTIFICATION/SUITE
NUMBER SIGN AND DIRECTORY STRIP
                            EXHIBIT D TO LEASE
                          RULES AND REGULATIONS

1. NO SIGN, PLACARD, PICTURE, ADVERTISEMENT, NAME OR NOTICE SHALL BE INSTALLED
OR DISPLAYED ON ANY PART OF THE OUTSIDE OR INSIDE OF THE BUILDING OR LAND
WITHOUT THE PRIOR WRITTEN CONSENT OF THE LANDLORD. LANDLORD SHALL HAVE THE
RIGHT TO REMOVE, AT TENANT'S EXPENSE AND WITHOUT NOTICE, ANY SIGN INSTALLED
OR DISPLAYED IN VIOLATION OF THIS RULE. AIL APPROVED SIGNS OR LETTERING ON
DOORS AND WALLS SHALL BE PRINTED, PAINTED, AFFIXED OR INSCRIBED AT THE
EXPENSE OF TENANT BY A PERSON CHOSEN BY LANDLORD.
2. IF LANDLORD OBJECTS IN WRITING TO ANY CURTAINS, BLINDS, SHADES, SCREENS OR
HANGING PLANTS OR OTHER SIMILAR OBJECTS ATTACHED TO OR USED IN CONNECTION
WITH ANY WINDOW OR DOOR OF THE PREMISES, TENANT SHALL IMMEDIATELY
DISCONTINUE SUCH USE. NO AWNING SHALL BE PERMITTED ON ANY PART OF THE
PREMISES. TENANT SHALL NOT PLACE ANYTHING AGAINST OR NEAR GLASS PARTITIONS
OR DOORS OR WINDOWS WHICH MAY APPEAR UNSIGHTLY FROM OUTSIDE THE PREMISES.
3. TENANT SHALL NOT OBSTRUCT ANY SIDEWALK, HALLS, PASSAGES, EXITS, ENTRANCES,
ELEVATORS, ESCALATORS, OR STAIRWAYS OF THE BUILDING. THE HALLS, PASSAGES,
EXITS, ENTRANCES, ELEVATORS, ESCALATORS AND STAIRWAYS ARE NOT OPEN TO THE
GENERAL PUBLIC. LANDLORD SHALL IN ALL CASES RETAIN THE RIGHT TO CONTROL AND
PREVENT ACCESS TO SUCH AREAS OF ALL PERSONS WHOSE PRESENCE IN THE JUDGMENT
OF LANDLORD WOULD BE PREJUDICIAL TO THE SAFETY, CHARACTER, REPUTATION AND
INTEREST OF THE LAND, BUILDING AND THE BUILDING'S TENANTS; PROVIDED THAT,
NOTHING IN THIS LEASE CONTAINED SHALL BE CONSTRUED TO PREVENT SUCH ACCESS
TO PERSONS WITH WHOM ANY TENANT NORMALLY DEALS IN THE ORDINARY COURSE OF
ITS BUSINESS, UNLESS SUCH PERSONS ARE ENGAGED IN ILLEGAL ACTIVITIES. TENANT
SHALL NOT GO UPON THE ROOF OF THE BUILDING.
4. THE DIRECTORY OF THE BUILDING WILL BE PROVIDED EXCLUSIVELY FOR THE DISPLAY
OF THE NAME AND LOCATION OF TENANTS ONLY, AND LANDLORD RESERVES THE RIGHT
TO EXCLUDE ANY OTHER NAMES THEREFROM.
5. INTENTIONALLY DELETED.
6. INTENTIONALLY DELETED.
7. INTENTIONALLY DELETED.
8. IF TENANT REQUIRES TELECOMMUNICATION SERVICES, COMPUTER CIRCUITS, BURGLAR
ALARM OR SIMILAR SERVICES, IT SHALL FIRST OBTAIN, AND COMPLY WITH, LANDLORD'S
INSTRUCTIONS FOR THEIR INSTALLATION, AND SHALL PAY THE ENTIRE COST OF SUCH
INSTALLATION^).
9. TENANT SHALL NOT PLACE A LOAD UPON ANY FLOOR OF THE PREMISES WHICH
EXCEEDS THE LOAD PER SQUARE FOOT WHICH SUCH FLOOR WAS DESIGNED TO CARRY
AND WHICH IS ALLOWED BY GOVERNMENTAL REQUIREMENTS. LANDLORD SHALL HAVE
THE RIGHT TO PRESCRIBE THE WEIGHT, SIZE AND POSITION OF ALL EQUIPMENT,
MATERIALS, FURNITURE OR OTHER PROPERTY BROUGHT INTO THE BUILDING. HEAVY
OBJECTS SHALL, IF CONSIDERED NECESSARY BY LANDLORD, STAND ON SUCH
PLATFORMS AS DETERMINED BY LANDLORD TO BE NECESSARY TO PROPERLY DISTRIBUTE
THE WEIGHT. BUSINESS MACHINES AND MECHANICAL EQUIPMENT BELONGING TO
TENANT, WHICH CAUSE NOISE OR VIBRATION THAT MAY BE TRANSMITTED TO THE
STRUCTURE OF THE BUILDING OR TO ANY SPACE IN THE BUILDING OR TO ANY OTHER
TENANT IN THE BUILDING, SHALL BE PLACED AND MAINTAINED BY TENANT, AT TENANT'S
EXPENSE, ON VIBRATION ELIMINATORS OR OTHER DEVICES SUFFICIENT TO ELIMINATE
NOISE OR VIBRATION. THE PERSONS EMPLOYED TO MOVE SUCH EQUIPMENT IN OR OUT
OF THE BUILDING MUST BE ACCEPTABLE TO LANDLORD. LANDLORD WILL NOT BE
RESPONSIBLE FOR LOSS OF, OR DAMAGE TO, ANY SUCH EQUIPMENT OR OTHER PROPERTY
FROM ANY CAUSE, AND ALL DAMAGE DONE TO THE BUILDING BY MAINTAINING OR
MOVING SUCH EQUIPMENT OR OTHER PROPERTY SHALL BE REPAIRED AT THE EXPENSE OF
TENANT.
10. TENANT SHALL NOT USE OR KEEP IN THE PREMISES ANY KEROSENE, GASOLINE OR
INFLAMMABLE OR COMBUSTIBLE FLUID OR MATERIAL OTHER THAN THOSE LIMITED
QUANTITIES PERMITTED BY THE LEASE. TENANT SHALL NOT USE OR PERMIT TO BE USED
IN THE PREMISES ANY FOUL OR NOXIOUS GAS OR SUBSTANCE, OR PERMIT OR ALLOW THE
PREMISES TO BE OCCUPIED OR USED IN A MANNER OFFENSIVE OR OBJECTIONABLE TO
LANDLORD OR OTHER OCCUPANTS OF THE BUILDING BY REASON OF NOISE, ODORS OR
VIBRATIONS NOR SHALL TENANT BRING INTO OR KEEP IN OR ABOUT THE PREMISES ANY
BIRDS OR ANIMALS.
11. TENANT SHALL NOT USE ANY METHOD OF HEATING, VENTILATING, OR AIR-
CONDITIONING OTHER THAN THAT SUPPLIED BY LANDLORD.
12. TENANT SHALL NOT WASTE ANY UTILITY PROVIDED BY LANDLORD AND AGREES TO
COOPERATE FULLY WITH LANDLORD TO ASSURE THE MOST EFFECTIVE OPERATION OF
THE BUILDING'S HEATING AND AIR-CONDITIONING AND TO COMPLY WITH ANY
GOVERNMENTAL ENERGY-SAVING RULES, LAWS OR REGULATIONS OF WHICH TENANT
HAS ACTUAL NOTICE.
13. LANDLORD RESERVES THE RIGHT, EXERCISABLE WITHOUT NOTICE AND WITHOUT
LIABILITY TO TENANT, TO CHANGE THE NAME AND STREET ADDRESS OF THE BUILDING.
14. LANDLORD RESERVES THE RIGHT TO EXCLUDE FROM THE BUILDING BETWEEN THE
HOURS OF 6 P.M. AND 7 A.M. THE FOLLOWING DAY, OR SUCH OTHER HOURS AS MAY BE
ESTABLISHED FROM TIME TO TIME BY LANDLORD, AND ON SUNDAYS AND LEGAL
HOLIDAYS, ANY PERSON UNLESS THAT PERSON IS KNOWN TO THE PERSON OR EMPLOYEE
IN CHARGE OF THE BUILDING AND HAS A PASS OR IS PROPERTY IDENTIFIED. TENANT
SHALL BE RESPONSIBLE FOR ALL PERSONS FOR WHOM IT REQUESTS PASSES AND SHALL
BE LIABLE TO LANDLORD FOR ALL ACTS OF SUCH PERSONS. LANDLORD SHALL NOT BE
LIABLE FOR DAMAGES FOR ANY ERROR WITH REGARD TO THE ADMISSION TO OR
EXCLUSION FROM THE BUILDING OF ANY PERSON. LANDLORD RESERVES THE RIGHT TO
PREVENT ACCESS TO THE BUILDING IN CASE OF INVASION, MOB, RIOT, PUBLIC
EXCITEMENT OR OTHER COMMOTION BY CLOSING THE DOORS OR BY OTHER
APPROPRIATE ACTION.
15. TENANT SHALL CLOSE AND LOCK THE DOORS OF ITS PREMISES AND ENTIRELY SHUT
OFF ALL WATER FAUCETS OR OTHER WATER APPARATUS, AND ELECTRICITY, GAS OR AIR
OUTLETS BEFORE TENANT AND ITS EMPLOYEES LEAVE THE PREMISES. TENANT SHALL BE
RESPONSIBLE FOR ANY DAMAGE OR INJURIES SUSTAINED BY OTHER TENANTS OR
OCCUPANTS OF THE BUILDING OR BY LANDLORD FOR NONCOMPLIANCE WITH THIS RULE.

16. TENANT SHALL NOT OBTAIN FOR USE ON THE PREMISES ICE, DRINKING WATER, FOOD,
BEVERAGE, TOWEL OR OTHER SIMILAR SERVICES, EXCEPT AT SUCH HOURS AND UNDER
SUCH REGULATIONS AS MAY BE FIXED BY LANDLORD.
17. THE TOILET ROOMS, TOILETS, URINALS, WASH BOWLS AND OTHER APPARATUS SHALL
NOT BE USED FOR ANY PURPOSE OTHER THAN THAT FOR WHICH THEY WERE
CONSTRUCTED AND NO FOREIGN SUBSTANCE OF ANY KIND WHATSOEVER SHALL BE
DEPOSITED IN THEM. THE EXPENSES OF ANY BREAKAGE, STOPPAGE OR DAMAGE
RESULTING FROM THE VIOLATION OF THIS RULE SHALL BE BORNE BY TENANT IF IT OR ITS
EMPLOYEES OR INVITEES SHALL HAVE CAUSED IT.
18. TENANT MAY SELL, OR PERMIT THE SALE AT RETAIL, OF NEWSPAPERS, MAGAZINES,
PERIODICALS, THEATER TICKETS OR OTHER GOODS OR MERCHANDISE TO THE STUDENTS,
EMPLOYEES, AND/OR TENANT'S VISITORS IN THE STUDENT STORE ONLY. TENANT SHALL
NOT MAKE ANY ROOM-TO-ROOM SOLICITATION OF BUSINESS FROM OTHER TENANTS IN
THE BUILDING. TENANT SHALL NOT USE THE PREMISES FOR ANY BUSINESS OR ACTIVITY
OTHER THAN THAT SPECIFICALLY PROVIDED FOR IN THE LEASE.
19. TENANT SHALL NOT INSTALL ANY RADIO OR TELEVISION ANTENNA, LOUDSPEAKER
OR OTHER DEVICE ON THE ROOF OR EXTERIOR WALLS OF THE BUILDING. TENANT SHALL
NOT INTERFERE WITH RADIO OR TELEVISION BROADCASTING OR RECEPTION FROM OR IN
THE BUILDING OR ELSEWHERE. OTHER THAN THE USUAL AND CUSTOMARY CELLULAR
TELEPHONES, TENANT SHALL NOT INSTALL OR UTILIZE ANY WIRELESS
TELECOMMUNICATION FACILITIES WITHIN THE PREMISES OR ON, IN, OR ABOUT THE
BUILDING WITHOUT FIRST OBTAINING LANDLORD'S PRIOR WRITTEN CONSENT;
EXCLUDING THE ROOFTOP EQUIPMENT THAT LANDLORD HAS APPROVED IN EXHIBIT G
"ROOFTOP EQUIPMENT"), AND LANDLORD AT ITS OPTION MAY REQUIRE THE ENTRY OF A
SUPPLEMENTAL AGREEMENT WITH RESPECT TO SUCH CONSTRUCTION OR INSTALLATION.
TENANT SHALL COMPLY WITH ALL INSTRUCTIONS FOR INSTALLATION AND SHALL PAY
OR SHALL CAUSE TO BE PAID THE ENTIRE COST OF SUCH INSTALLATIONS. APPLICATION
FOR SUCH FACILITIES SHALL BE MADE IN THE SAME MANNER AND SHALL BE SUBJECT TO
THE SAME REQUIREMENTS AS SPECIFIED FOR TELECOMMUNICATION SERVICES AND
TELECOMMUNICATION FACILITIES IN THE PARAGRAPH OF THE LEASE ENTITLED
"UTILITIES". SUPPLEMENTAL RULES AND REGULATIONS MAY BE PROMULGATED BY
LANDLORD SPECIFYING THE FORM OF AND INFORMATION TO BE INCLUDED WITH THE
APPLICATION AND ESTABLISHING PROCEDURES, REGULATIONS AND CONTROLS WITH
RESPECT TO THE INSTALLATION AND USE OF SUCH WIRELESS TELECOMMUNICATION
FACILITIES.
20. TENANT SHALL NOT MARK, DRIVE NAILS, SCREWS OR DRILL INTO THE PARTITIONS,
WOODWORK OR PLASTER OR IN ANY WAY DEFACE THE PREMISE, OTHER THAN NORMAL
TENANT SIGNS, POSTERS, EDUCATION PICTURES, FRAMES, ARTWORK, PRESENTATIONS,
ETC. LANDLORD RESERVES THE RIGHT TO DIRECT ELECTRICIANS AS TO WHERE AND HOW
TELEPHONE AND TELEGRAPH WIRES ARE TO BE INTRODUCED TO THE PREMISES. TENANT
SHALL NOT CUT OR BORE HOLES FOR WIRES. TENANT SHALL NOT AFFIX ANY FLOOR
COVERING TO THE FLOOR OF THE PREMISES IN ANY MANNER EXCEPT AS APPROVED BY
LANDLORD. TENANT SHALL REPAIR ANY DAMAGE RESULTING FROM NONCOMPLIANCE
WITH THIS RULE.
21. INTENTIONALLY DELETED.
22. CANVASSING, SOLICITING AND DISTRIBUTION OF HANDBILLS OR ANY OTHER WRITTEN
MATERIAL, AND PEDDLING IN THE BUILDING OR LAND ARE PROHIBITED, AND TENANT
SHALL COOPERATE TO PREVENT THE SAME.
23. LANDLORD RESERVES THE RIGHT TO EXCLUDE OR EXPEL FROM THE BUILDING AND
LAND ANY PERSON WHO, IN LANDLORD'S JUDGMENT, IS INTOXICATED, UNDER THE
INFLUENCE OF LIQUOR OR DRUGS OR IN VIOLATION OF ANY OF THESE RULES AND
REGULATIONS.
24. TENANT SHALL STORE ALL OF ITS TRASH AND GARBAGE WITHIN THE PREMISES.
TENANT SHALL NOT PLACE IN ANY TRASH BOX OR RECEPTACLE ANY MATERIAL WHICH
CANNOT BE DISPOSED OF IN THE ORDINARY AND CUSTOMARY MANNER OF TRASH AND
GARBAGE DISPOSAL. ALL GARBAGE AND REFUSE DISPOSAL SHALL BE MADE IN
ACCORDANCE WITH DIRECTIONS ISSUED FROM TIME TO TIME BY LANDLORD.
25. THE PREMISES SHALL NOT BE USED FOR LODGING OR ANY IMPROPER OR IMMORAL OR
OBJECTIONABLE PURPOSE. NO COOKING SHALL BE DONE OR PERMITTED BY TENANT,
EXCEPT THAT USE BY TENANT OF UNDERWRITERS' LABORATORY APPROVED EQUIPMENT
FOR BREWING COFFEE, TEA, HOT CHOCOLATE AND SIMILAR BEVERAGES SHALL BE
PERMITTED; PROVIDED THAT, SUCH EQUIPMENT AND ITS USE IS IN ACCORDANCE WITH
ALL GOVERNMENTAL REQUIREMENTS.
26. TENANT SHALL NOT USE IN THE PREMISES OR IN THE PUBLIC HALLS OF THE BUILDING
ANY HAND TRUCK EXCEPT THOSE EQUIPPED WITH RUBBER TIRES AND SIDE GUARDS OR
SUCH OTHER MATERIAL-HANDLING EQUIPMENT AS LANDLORD MAY APPROVE. TENANT
SHALL NOT BRING ANY OTHER VEHICLES OF ANY KIND INTO THE BUILDING.
27. WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, TENANT SHALL NOT USE THE
NAME OF THE BUILDING IN CONNECTION WITH OR IN PROMOTING OR ADVERTISING THE
BUSINESS OF TENANT EXCEPT AS TENANT'S ADDRESS.
28. TENANT SHALL COMPLY WITH ALL SAFETY, FIRE PROTECTION AND EVACUATION
PROCEDURES AND REGULATIONS ESTABLISHED BY LANDLORD OR ANY GOVERNMENTAL
AGENCY.
29. TENANT ASSUMES ANY AND ALL RESPONSIBILITY FOR PROTECTING THE PREMISES
FROM THEFT, ROBBERY AND PILFERAGE, WHICH INCLUDES KEEPING DOORS LOCKED AND
OTHER MEANS OF ENTRY TO THE PREMISES CLOSED.
30. THE REQUIREMENTS OF TENANT WILL BE ATTENDED TO ONLY UPON APPROPRIATE
APPLICATION TO THE MANAGER OF THE BUILDING BY AN AUTHORIZED INDIVIDUAL.
EMPLOYEES OF LANDLORD ARE NOT REQUIRED TO PERFORM ANY WORK OR DO
ANYTHING OUTSIDE OF THEIR REGULAR DUTIES UNLESS UNDER SPECIAL INSTRUCTIONS
FROM LANDLORD, AND NO EMPLOYEE OF LANDLORD IS REQUIRED TO ADMIT TENANT TO
ANY SPACE OTHER THAN THE PREMISES WITHOUT SPECIFIC INSTRUCTIONS FROM
LANDLORD.
31. TENANT SHALL NOT PARK ITS VEHICLES IN ANY PARKING AREAS DESIGNATED BY
LANDLORD AS AREAS FOR PARKING BY VISITORS TO THE BUILDING OR LAND. TENANT
SHALL NOT LEAVE VEHICLES IN THE PARKING AREAS OVERNIGHT NOR PARK ANY
VEHICLES IN THE BUILDING PARKING AREAS OTHER THAN AUTOMOBILES, MOTORCYCLES,
MOTOR DRIVEN OR NONMOTOR DRIVEN BICYCLES OR FOUR-WHEELED TRUCKS.
32. LANDLORD MAY WAIVE ANY ONE OR MORE OF THESE RULES AND REGULATIONS FOR
THE BENEFIT OF TENANT OR ANY OTHER TENANT, BUT NO SUCH WAIVER BY LANDLORD
SHALL BE CONSTRUED AS A WAIVER OF SUCH RULES AND REGULATIONS IN FAVOR OF
ANY OTHER PERSON, NOR PREVENT LANDLORD FROM THEREAFTER REVOKING SUCH
WAIVER AND ENFORCING ANY SUCH RULES AND REGULATIONS AGAINST ANY OR ALL OF
THE TENANTS OF THE BUILDING.
33. THESE RULES AND REGULATIONS ARE IN ADDITION TO, AND SHALL NOT BE
CONSTRUED TO IN ANY WAY MODIFY OR AMEND, IN WHOLE OR IN PART, THE
COVENANTS AND CONDITIONS OF ANY LEASE OF PREMISES IN THE BUILDING. IF ANY
PROVISION OF THESE RULES AND REGULATIONS CONFLICTS WITH ANY PROVISION OF
THE LEASE, THE TERMS OF THE LEASE SHALL PREVAIL.
34. LANDLORD RESERVES THE RIGHT TO MAKE SUCH OTHER AND REASONABLE RULES
AND REGULATIONS AS, IN ITS JUDGMENT, MAY FROM TIME TO TIME BE NEEDED FOR
SAFETY AND SECURITY, THE CARE AND CLEANLINESS OF THE BUILDING AND LAND AND
THE PRESERVATION OF GOOD ORDER IN THE BUILDING. TENANT AGREES TO ABIDE BY ALL
THE RULES AND REGULATIONS STATED IN THIS EXHIBIT AND ANY ADDITIONAL RULES
AND REGULATIONS WHICH ARE SO MADE BY LANDLORD.
35. TENANT SHALL BE RESPONSIBLE FOR THE OBSERVANCE OF ALL OF THE FOREGOING

RULES BY TENANT AND TENANT'S AGENTS.
VT GAMING SERVICES, INC. D/B/A

                                   DYNAMIC BIOMETRIC SYSTEMS

                  1711 WEST GREENTREE DRIVE - SUITE 116 - TEMPE, AZ 85284

March 1, 2005

Sunset Financial Services, Inc.
PO BOX 4l9365
Kansas City, MO 64141

RE: Selling Agreement

Ladies and Gentlemen:

On December 31, 2004, VT Gaming Services, Inc., an Arizona corporation, (the "Company") has acquired all
the stock of DynaSig Corporation. Immediately thereafter, the Company started doing business as Dynamic
Biometric Systems. We intend to formally change our name in the next few months. To fund the further
development of this business we propose to offer and sell up to 1,000,000 shares of Series A Preferred stock
(the "Shares") for $1.00 per Share (the "Offering"). Each Share converts into approximately 9.52 common
shares. The Company hereby confirms its agreement with you regarding the sale of the Shares, which is set forth
below (the "Agreement").

1. APPOINTMENT OF PLACEMENT AGENT. You are hereby appointed as the Company's Placement
Agent during the term of the Offering on a non-exclusive basis. You are entitled to solicit the services of other
NASD broker-dealers or re-allow a portion of the compensation set forth in Section 6 hereof in connection with
performing your services hereunder.

2. SOLICITATION. By accepting this Agreement, you are authorized to solicit and sell, or cause to be solicited
and sold, as the case may be, subscriptions for said Shares in accordance with the terms and conditions of this
Agreement, the Company's private placement memorandum dated March 1, 2005 (the "Memorandum") or any
revisions, supplements or amendments thereof, and the applicable federal and state securities laws and regulations
in connection with the Offering. The Shares are only being offered and to be offered by you only to "Accredited
Investors" within the meaning of the requirements of Regulation D promulgated under the Securities Act of 1933,
as amended (the "Act"). You do not guarantee that any sales of Shares will be made through any of your efforts.

3. SOLICITATION MATERIAL. No sales literature may be used by you other than the Memorandum
provided by the Company nor shall you publicly solicit in any manner offers to purchase the Shares. Before
delivering any Memorandum to any prospective investor, you shall have reasonable grounds to believe and in fact
believe that each such prospective investor is an Accredited Investor. You agree that you shall direct all
prospective investors to forward all proceeds or subscription agreements directly to you.

4. SALE OF SHARES. The Company reserves the right to refuse to accept any and all subscriptions secured by
you. No subscription will be deemed to be accepted by the Company until all necessary documents relating to
such subscription have been received by the Company and the Company has executed the Subscription
Agreements to indicate acceptance of the subscription. All prospective sales of Shares are subject to the sale of
Shares to other persons prior to the time when any proposed sale is submitted to the Company for acceptance
thereof. Subscription proceeds will be held in an escrow account at Wells Fargo Bank pending acceptance of
such subscriptions by the Company. There is no minimum amount required for the Company to accept
subscriptions.

5. CLOSINGS. Since there is no minimum subscription amount. Closings under the Offering may occur at any
time at the discretion of the Company.

6. AMOUNT OF SALES COMMISSIONS.

A. CASH COMPENSATION. The Company shall pay you a sales and investment banking commission of 10%
on the funds raised. Out of this fee you shall pay your own due diligence expenses, the cost of your legal review
of the Memorandum and the other documents, and your travel and entertainment expenses. The Company has
paid for the development of the Memorandum, including any related legal expense.

B. WARRANTS. As the Company accepts subscriptions, you shall earn common stock warrants equal to 15%
of the common shares into which the Shares will convert or approximately 71,400 warrants for each $50,000
unit sold. These warrants expire two years from the closing date of the Offering and have an exercise price of
$.14 (the "Selling Agent Warrants"). The Selling Agent Warrants have no registration rights.

7. TIMING OF PAYMENT OF COMMISSIONS. The cash portion of any Sales Commission will be paid
immediately upon the proceeds being transferred to the Company. The Selling Agent warrants will be issued
when the offering is closed.

8. RESERVATIONS. The Company reserves the right to offer and sell the Shares for its own account.

9. EFFECTIVENESS OF AGREEMENT. This Agreement will become effective as of the latest date set forth
on the signature page of this agreement.

10. INDEMNIFICATION AND CONTRIBUTION.

A. You hereby indemnify and hold harmless the Company and each person who controls the Company within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act") against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of investigation and counsel fees) caused by
(i) any breach by you of the representations, warranties or covenants by you contained in or made pursuant to
this Agreement,
(ii) the failure by you to give, deliver or send a copy of the Memorandum as appropriate to any person to whom
the Shares are offered or sold or to offer or sell the Shares in accordance with the provisions of and applicable
rules, regulations and published administrative interpretations under Section 4(2) of the 1933 Act and the
securities or blue sky laws of any jurisdiction in which the Shares are offered or sold by or through you, (iii) any
unauthorized representations made by you or (iv) any unauthorized conduct which adversely affects the
availability of exemption from registration under the 1933 Act or the rules and regulations there under or any
provisions of the securities laws of any jurisdiction.

B. The Company hereby indemnifies and holds harmless each person who controls you (within the meaning of
Section 15 of the 1933 Act) against any and all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation and counsel fees) caused by (i) any breach by the Company of the
representations, warranties or covenants by the Company contained in or made pursuant to this Agreement, (ii)
any untrue statement of a material fact contained in the Memorandum or in any amendment or supplement thereto
or (iii) any omission to state in the Memorandum any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they are made, not misleading; provided,
however, that the Company shall not be responsible for, nor does the Company indemnify or hold harmless you
or your controlling persons against any losses, claims, damages, liabilities or expenses arising out of or resulting
from the offer or sale of the Shares to any person who was not given, delivered or sent a copy of the
Memorandum as appropriate, or the failure by you to offer and sell the Shares in accordance with the provisions
of and applicable rules, regulations and published administrative interpretations under Section 4(2) of the 1933
Act and rules there under and the securities or blue sky laws of any jurisdiction in which the Shares are offered or
sold by or through you.

C. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party in writing of the commencement thereof. However, omission to notify
the indemnifying party will not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof; the indemnifying party will be entitled to
participate in and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party, under joint control thereof over
the defense in conjunction with the indemnified party and after notice from the indemnifying party to such
indemnified party, of its election so to assume the defense thereof; the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified
party in. connection with the defense thereof other than reasonable costs of investigation and the indemnified
party may, but shall not be obligated to, participate in the defense of its own expense with its own counsel.

11. REPRESENTATIONS AND WARRANTIES OF PLACEMENT AGENT. In addition to meeting any
conditions specified elsewhere herein, you represent and warrant to the Company that:

A. You are duly registered pursuant to the provisions of the Securities Exchange Act of 1934 as a dealer and/or
under the Investment Advisers Act of 1940 as an investment adviser and are duly registered as a broker-dealer
and/or investment adviser in those states where required and you agree to comply with all statutes and other
requirements applicable to you as a broker-dealer and/or investment adviser pursuant to those registrations and
are legally authorized under all applicable laws to engage in the activities contemplated hereby and receive
compensation therefore as herein contemplated; and

B. You are a member in good standing of the National Association of Securities Dealers, Inc.

C. This Agreement, when accepted and approved by you, will be duly authorized, executed and delivered by you
and is a valid and binding agreement on your part.

12. TERMINATION. This Agreement will terminate on July 31, 2005. Termination of the Offering shall likewise
cause the termination of this Agreement. Upon such termination you shall continue to have the right to receive
compensation hereunder for Shares sold by you, for which you have not yet been compensated.

13. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The indemnities, agreements,
representations, warranties, and other statements by you set forth in or made in writing pursuant to this
Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the
Company, or any controlling person and will survive delivery of and payment for the Shares, and the Company,
or any controlling person, as the case may be, shall be entitled to the benefit of the indemnity agreements.

14. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the
State of Arizona.

15. NOTICES. All communications hereunder will be in writing sent by certified, first class mail, return receipt
requested each party at the address set forth below. Notices will be effective only when received or when first
attempted to be delivered by the mails. Addresses for notice may be changed by notice to the other parties
hereunder.

16. MODIFICATIONS AND WAIVERS. No modification or waiver of any term hereof shall be effective
unless in writing, signed by the patty to be charged.

17. MULTIPLE COUNTERPARTS. This Agreement is made, and may be executed, in multiple counterparts,
each of which shall constitute an original hereof.

18. ASSIGNABILITY. This Agreement shall he binding upon and inure to the benefit of the parties hereto and
their respective heirs and successors but shall not be assignable by a patty without the prior written consent of the
other patty.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the
enclosed duplicate hereof; whereupon it will become a binding agreement between us in accordance with its
terms.

Very truly yours,

VT Gaming Services, Inc.

                           /s/ Michael S. Williams

                    By:      Michael S. Williams
                    its:      Chairman of the Board                     date:             3/17/05
                                                                                          -------
SUNSET FINANCIAL SERVICES, INC.

            By:       /s/ Kim Kirkman
                      ---------------

            Title:       AVP            date:   3/16/05
                         ---                    -------
AMENDMENT TO SECURED LINE OF CREDIT

THIS AMENDMENT TO SECURED LINE OF CREDIT AGREEMENT ("Agreement") is made as of this 1st
day of June 2005 by and between Dynasig Corporation, an Arizona corporation ("Borrower") and Visitalk
Capital Corporation dba Aztore Capital, a Nevada corporation ("Lender"). Borrower's address for purposes of
this Agreement is 14647 S. 50th Street, Suite 130, Phoenix, AZ 85044 and Lender's address for purposes of
this Agreement is 14647 South 50th Street, Suite 130, Phoenix, AZ 85044.

                                                    RECITALS

A. WHEREAS, Borrower has executed and delivered to Lender an Agreement for a Secured Line of Credit
dated December 27, 2004 (the "Original LOC Agreement") which is attached as Exhibit A and made part
hereof.

B. WHEREAS, the Original LOC Agreement established a Line of Credit of $100,000.

C. WHEREAS, due to Borrower's current circumstances and business plans, Lender expects to provide more
funding to Borrower and Borrower and Lender desire to increase the maximum line of credit amount as agreed to
in Section Two of the Original LOC Agreement to cover such requirements.

NOW THEREFORE, in consideration of the Borrower's and the Lender's mutual promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender,
intending to be legally bound, do hereby acknowledge the sufficiency of the Recitals and covenant and agree as
follows:

                                                 AGREEMENTS

                     ARTICLE I - INCREASE IN THE LINE OF CREDIT AMOUNT

1.1 Borrower and Lender agree that the line of credit amount referenced in
Section two of the Original LOC Agreement shall be increased from $100,000 to $350,000.

1.2 Section 8, paragraph 14 of the Original LOC Agreement and Section 12 of the Security Agreement entered
into contemporaneously with the Original LOC Agreement (the "Security Agreement") regarding assignments is
hereby modified to allow the Lender or the Secured Party, as the case may be, to assign any of its Notes
obtained pursuant to the Original LOC Agreement, as amended herein, or its rights under the Security
Agreement.

1.3 All other Agreements in the Original LOC Agreement shall remain the same.

                                      ARTICLE II - MISCELLANEOUS

2.1 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and
enforcement will be governed by, and construed, interpreted and enforced in accordance with, the laws of the
State of Arizona, notwithstanding any other conflict of law rules to the contrary. The parties hereto hereby agree
that any action brought by any party hereto against the other party hereto in connection with any rights or Post-
Petition Claims arising out of this Agreement or any transaction contemplated hereby will be instituted properly in
a federal or state court of competent jurisdiction with venue only in the County of Maricopa, State of Arizona, or
in the Federal District for Arizona. The Parties each hereby agree to submit personally to the jurisdiction of a
court of competent subject matter jurisdiction located in such County or Federal District.

2.2 Equitable Remedies. The parties hereto hereby agree that the remedies at law may be inadequate to protect
against an Event of Default, and therefore, the parties hereto hereby agree and consent to the granting of
injunctive relief or other forms of equitable relief by a court of competent jurisdiction or a similar judicial body,
whether temporary, preliminary or final, whether or not actual damages can be shown.

2.3 Assignment. This Agreement may be assigned, in whole or in part, without the express prior written consent
of the other Party.
2.4 Notices. Unless otherwise specifically stated herein, all notices, payments, requests, demands and other
communications required or permitted under this Agreement will be in writing and will be deemed to have been
duly given, made and received when delivered against receipt, or 24 hours after being sent by fax or 72 hours
after being sent by registered or certified mail, postage prepaid.

2.5 Terms. Words not otherwise expressly defined herein will have their everyday meaning; provided, however,
no meaning will be given to a word that is inconsistent with the intent of the parties hereto.

2.6 Entire Agreement. This Agreement contains the entire understanding and agreement between the parties
hereto with respect to the liabilities in question and supersedes all prior agreements or understandings, written or
oral, between the parties hereto with respect to the liabilities. This Agreement may not be modified or amended
except by a written instrument signed by the parties hereto.

2.7 Provisions Severable. The provisions of this Agreement are independent of and severable from each other,
and no provision will be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any
other or others of them may be invalid or unenforceable in whole or in part. Further, if a court of competent
jurisdiction determines that any provision of this Agreement is invalid or unenforceable as written, the court may
interpret, construe, rewrite or revise such provision, to the fullest extent allowed by law, so as to make it valid
and enforceable, consistent with the intent of the parties hereto.

2.8 Construction. The parties hereto hereby acknowledge and agree that each party has participated in the
drafting of this Agreement and that this Agreement has been, to the extent it was felt necessary, reviewed by the
respective legal counsel for the parties hereto and that the rule of construction to the effect that any ambiguities
are to be resolved against the drafting party will not be applied to the interpretation of this Agreement. No
inference in favor of, or against, any party will be drawn from the fact that one party has drafted any portion
hereof.

2.9 Advice of Counsel. Each Party hereby acknowledges that they are entitled to and have been afforded the
opportunity to consult legal counsel of their choice regarding the terms and conditions and legal effects of this
Agreement, as well as the advisability and propriety thereof. Each party hereby further acknowledges that having
so consulted with legal counsel of their choosing or having chosen not to consult, hereby waives any right to such
legal representation or effective representation and any right to raise or rely upon the lack of representation or
effective representation in any future proceedings or in connection with any future claim.

2.10 Attorney Fees. In the event of any claim or controversy between the parties hereto relating to this
Agreement, or the breach of this Agreement, and action by one party hereto is taken against the other party, the
prevailing party in such action will be entitled to recover from the other party its expenses, including reasonable
attorneys fees, incurred in taking or defending such action.

2.11 Recitals, Schedules and Exhibits. The Recitals, Schedules and Exhibits referred to in this Agreement shall be
construed with and are an integral part of this agreement to the same extent as if the same had been set forth
verbatim herein.

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

               DynaSig Corporation ("Borrower")                   Visitalk Capital Corporation
                                                                  dba Aztore Capital ("Lender")


               /s/ Richard C. Kim                                  /s/ Lanny R. Lang
               By: Richard C. Kim                                  By: Lanny R. Lang
               -------------------                                 ------------------




Its: President Its: Secretary and Treasurer
Dynamic Biometric Systems, Inc.
2005 EQUITY INCENTIVE PLAN

                                               SOP-14
                                               SOP-1
                                 DYNAMIC BIOMETRIC SYSTEMS, INC.
                                    2005 EQUITY INCENTIVE PLAN

                                                   ARTICLE 1
                                                   PURPOSE

The purpose of this Plan is to promote the interests of Dynamic Biometric Systems, Inc., a Nevada corporation
(the "Company") and to motivate, attract, and retain the services of persons upon whose judgment, efforts, and
contributions the success of the Company's business depends. The plan is further intended to align the personal
interests of such persons with the interests of the shareholders of the Company through equity participation in the
Company's growth and success. Capitalized terms not otherwise defined in the text are defined in Article 2.

                                                  ARTICLE 2
                                                 DEFINITIONS

The following words and phrases shall have the following meanings for purposes of this Plan:

(a) "Award" means any Option, or any Restricted Stock Award or any other right or interest relating to Stock,
cash or property, granted to a Participant under the Plan.

(b) "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an
Award.

(c) "Board of Directors" means the Board of Directors of the Company or, if the context so requires, a
Committee thereof appointed pursuant to Article 6.

(d) "Cause" means (i) conviction of any crime involving fraud or gross misconduct, (ii) noncompliance with
reasonable directives of the Board of Directors or its designees, (iii) violation of Company rules, policies or
procedures or of the Plan or any applicable Award Agreement.

(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(f) "Committee" means the committee of the Board of Directors described in Article 6.

(g) "Disability" means the following: a Participant shall be disabled if he or she is unable to perform the duties of
his customary position of employment by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which can be expected to last for a continuous period of not less than
12 months. The Board of Directors may require such medical or other evidence, as it deems necessary to judge
the nature and permanency of the Participant's condition.

(h) "Effective Date" shall mean October 14, 2005.

(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(j) "Fair Market Value" means with respect to Stock or any other property, the fair market value of such Stock
or other property determined by the Board of Directors in good faith using such methods or procedures as may
be established from time to time by the Board of Directors. Unless otherwise determined by the Board of
Directors, the Fair Market Value of Stock as of any date shall be the mean between the bid and asked
quotations for the Stock on that date as reported by the National Association of Securities Dealers Automated
Quotation System (NASDAQ) or, if there are no bid or asked quotations on such date, the mean between the
bid and asked quotations on the next preceding date for which quotations are available. If the Stock is
subsequently listed and traded upon a recognized securities exchange or shall be quoted on a recognized national
market system, the Fair Market Value shall be the closing price on such date or, if no closing price is so reported
for that date, the closing price on the next preceding date for which a closing price was reported.
(k) "Incentive Stock Option" means an Option that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.

(l) "Non-Qualified Stock Option" means an Option that is not intended to be an Incentive Stock Option.

(m) "Option" means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified
Stock Option.

(n) "Participant" means a person who, as an employee, officer, director, consultant, independent contractor, or
adviser of the Company or any Subsidiary, has been granted an Award under the Plan.

(o) "Plan" means Dynamic Biometric Systems, Inc. 2005 Equity Incentive Plan, as amended from time to time.

(p) "Restricted Stock Award" means Stock granted to a Participant or offered for sale to a Participant under
Article 8.

(q) "Retirement" means a Participant's termination of employment with the Company after attaining any normal or
early retirement age specified in any pension, profit sharing, or other retirement program sponsored by the
Company, if any.

(r) "Securities Act" means the Securities Act of 1933, as amended.

(s) "Stock" means Common Stock of Dynamic Biometric Systems, Inc., a Nevada corporation.

(t) "Subsidiary" means any corporation of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.

(u) "Ten Percent Owner" means any individual who, at the date of grant of an Incentive Stock Option, owns
stock possessing more than ten percent of the total combined voting power of all classes of Stock of the
Company or a Subsidiary. For purposes of determining such percentage, the individual with respect to whom
such percentage is being determined shall be considered as owning the Stock owned, directly or indirectly, by or
for his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants; and
Stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust, shall be considered as
being owned proportionately by or for its shareholders, partners, or beneficiaries.

(v) "Termination Date" means the date on which the employment (or other service or relationship in the case of a
Participant who is not an employee of the Company) of a Participant terminates for any reason or no reason.

(w) "Transfer Agent" means the Transfer Agent appointed by the Board of Directors which could include the
Company acting as its own Transfer Agent.

                                              ARTICLE 3
                                       EFFECTIVE DATE AND TERM

3.1 Effective Date. The Plan was approved by the Board of Directors and stockholders of the Company as of
the Effective Date.

3.2 Term. This Plan shall terminate on the tenth anniversary of the Effective Date, subject to Article 12.

                                              ARTICLE 4
                                     SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. The aggregate number of shares of Stock reserved and available for Awards shall initially
be three million (3,000,000) shares of Stock.

4.2 Lapsed Awards. To the extent that an Award terminates, expires or lapses for any reason, any shares of
Stock subject to the Award will again be available for the grant of an Award under the Plan provided the
Participant has not received any benefits of ownership of the Shares subject to the terminated expired or lapsed
Award, in each case to the full extent available pursuant to the applicable rules and interpretations of the
Exchange Act and Code.

4.3 Payments in Stock. Any shares of Stock tendered to or withheld by the Company in connection with
payment for Stock purchased pursuant to the Plan or withholding taxes thereon shall be added back to the
aggregate number of shares reserved and available for Awards under the Plan in each case to the fullest extent
permitted under the applicable rules and interpretations of the Exchange Act and Code.

4.4 Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock, or Stock purchased on the open market subject to applicable
rules and interpretation of the Exchange Act.

                                                   ARTICLE 5
                                                  ELIGIBILITY

Awards may be granted only to an individual who is an employee (including an employee who also is a director
or officer), officer, director, consultant, independent contractor, or adviser of the Company or a Subsidiary, as
determined by the Board of Directors.

                                            ARTICLE 6
                                  ADMINISTRATION AND AUTHORITY

6.1 Administration. The Plan shall be administered by the Board of Directors or a Committee appointed by the
Board of Directors to administer the Plan at any time or from time to time. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board of Directors. From time to time, the Board of Directors
may increase the size of the Committee and appoint additional members thereof, remove members (with or
without cause), appoint new members in substitution therefor, and fill vacancies however caused.

6.2 Authority. The Committee (or if authorized as Committee, the Board of Directors) has the exclusive power,
authority, and discretion to:

(a) designate Participants;

(b) determine the type or types of Awards to be granted to each Participant;

(c) determine the number of Awards to be granted and the number of shares of Stock subject to an Award;

(d) prescribe the form of each Award Agreement, which need not be identical for each Participant;

(e) determine the terms and conditions of any Award granted under the Plan, including but not limited to, the
exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse
of forfeiture restrictions or restrictions on the exercisability of an Award and accelerations or waivers thereof, and
any modification or amendment of any Award previously granted, based in each case on such considerations as
the Board of Directors in its sole discretion determines;

(f) determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;

(g) determine whether, to what extent, and under what circumstances cash, Stock, other Awards, other property,
and other amounts payable with respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Board of Directors;

(h) decide all other matters that must be determined in connection with an Award;

(i) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the
Plan;
(j) interpret the Plan, any Award, and any Award Agreement in its discretion; and

(k) make all other decisions and determinations that may be required under the Plan or as the Board of Directors
deems necessary or advisable to administer the Plan.

6.3 Decisions Binding. All decisions, interpretations, and determinations by the Board of Directors with respect
to the Plan, any Award, and any Award Agreement are final, binding, and conclusive on all parties.

                                                 ARTICLE 7
                                               STOCK OPTIONS

7.1 Terms and Conditions. The Board of Directors is authorized to grant Options to Participants on the following
terms and conditions:

(a) Exercise Price. The exercise price per share of Stock under an Option shall be determined by the Board of
Directors.

(b) Payment. Payment for Stock issued upon exercise of an Option shall be made in accordance with Article 9 of
the Plan.

(c) Time and Conditions of Exercise. The Board of Directors shall determine the time or times at which an Option
may be exercised in whole or in part, provided that no Option may be exercisable prior to six months following
the date of the grant of such Option if and to the extent such limitation is necessary or required under Rule 16b-3,
or successor authority, under the Exchange Act.

(d) Evidence of Option. All Options shall be evidenced by a written Award Agreement between the Company
and the Participant. The Award Agreement shall include such provisions as may be specified by the Board of
Directors.

7.2 Incentive Stock Options. The terms of any Incentive Stock Options granted under the Plan must comply with
the following additional rules:

(a) Employees Only. Incentive Stock Options may only be granted to employees (including officers and directors
who are also employees) of the Company or a Subsidiary.

(b) Exercise Price. The exercise price per share of Stock shall be set by the Board of Directors, provided that
the exercise price for any Incentive Stock Option may not be less than the Fair Market Value as of the date of
the grant.

(c) Exercise. In no event may any Incentive Stock Option be exercisable for more than ten years from the date of
its grant.

(d) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time an Award is made)
of all shares of Stock with respect to which Incentive Stock Options are first exercisable by any one Participant
in any calendar year may not exceed $100,000. Options granted in excess of this limitation shall be deemed to be
Non-Qualified Stock Options.

(e) Ten Percent Owners. An Incentive Stock Option may be granted to a Ten Percent Owner, provided that at
the time such option is granted the exercise price per share of Stock shall not be less than 110% of the Fair
Market Value and such option by its terms is not exercisable after the expiration of five years from the date of its
grant.

(f) Expiration of Incentive Stock Options. No Award of an Incentive Stock Option may be made pursuant to this
Plan after the expiration of ten years from the Effective Date.

(g) Right to Exercise. During a Participant's lifetime, an Incentive Stock Option may be exercised only by the
Participant.

(h) Tax-Qualified ISOP Options. All provisions of the Plan relating to Incentive Stock Options shall be
administered and interpreted in accordance, and so as to comply, with the provisions of Section 422 of the
Code.

7.3 Termination of Participant. Notwithstanding the exercise periods set forth in any Award Agreement, Options
shall be subject to the following:

(a) An Option shall lapse ten years after it is granted, unless an earlier time is set in the Award Agreement.

(b) If a Participant's employment is terminated due to Disability, Retirement, or for any other reason other than
for Cause, such Participant may exercise his or her Incentive Stock Options only to the extent that such Incentive
Stock Options would have been exercisable on the Termination Date; provided, that such exercise is made prior
to the earlier of (i) the expiration of three months (one year in the case of Disability) after the Termination Date or
(ii) the expiration date of the Option set forth in the Award Agreement. If a Participant's employment is
terminated due to Cause, the Participant's Incentive Stock Options shall automatically lapse and not be
exercisable by the Participant, whether or not such Options were vested.

(c) Except as otherwise provided in the Award Agreement or thereafter determined by the Board of Directors in
writing, if a Participant's employment, contractual or other relationship with the Company is terminated due to
Disability, Retirement, or for any other reason other than for Cause, such Participant may exercise his or her
Non-Qualified Stock Options, only to the extent that such Options would have been exercisable on the
Termination Date; provided, that such exercise is made within six months after the Termination Date, or such
other time period as set forth in the Award Agreement. If a Participant's employment, contractual or other
relationship is terminated due to Cause, the Participant's Non-Qualified Stock Options shall automatically lapse
and not be exercisable by the Participant, whether or not such Options were vested.

(d) If a Participant dies before his or her Options lapse pursuant to this Section, then the Participant's Options
may be exercised, only to the extent that such Options would have been exercisable on the date of the
Participant's death; provided, that such exercise is made prior to the earlier of (i) the first anniversary of such
Participant's death or (ii) the expiration date of the Option set forth in the Award Agreement. Upon the
Participant's death, any exercisable Options may be exercised by the Participant's legal representative or
representatives.

                                               ARTICLE 8
                                       RESTRICTED STOCK AWARDS

8.1 Restricted Stock Awards. The Board of Directors is authorized to make Awards of Restricted Stock to
Participants either in the form of a grant of Stock or an offer to sell Stock to a Participant, in such amounts and
subject to such terms, conditions and restrictions as may be selected by the Board of Directors. All Awards of
Restricted Stock shall be evidenced by an Award Agreement. An Award Agreement may specify whether, and
to what extent, holders of Restricted Stock Awards shall have voting, dividend and other rights of holders of
Stock.

8.2 Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other
restrictions, including without limitation "vesting" or forfeiture restrictions, as the Board of Directors may impose.
These restrictions may lapse separately or in combination at such times, under such circumstances, in such
installments, or otherwise, as the Board of Directors determines at the time of the grant of the Award or
thereafter.

8.3 Forfeiture. Except as otherwise determined by the Board of Directors at the time of the grant of the Award
or thereafter, upon termination of employment during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the
Board of Directors may provide in any Award Agreement that restrictions or forfeiture conditions relating to
Restricted Stock will be waived in whole or in part in specified circumstances, and the Board of Directors may in
other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.

8.4 Payment and Certificates for Restricted Stock. If a Restricted Stock Award provides for the purchase of
Stock by a Participant, payment shall be made pursuant to Article 9 of the Plan. Restricted Stock granted under
the Plan may be evidenced in such manner as the Board of Directors shall determine. To the extent that an
Award is granted in the form of newly issued Restricted Stock, the Award recipient, as a condition to the grant of
such an Award, shall be required to pay to the Company in cash, cash equivalents or other legal consideration an
amount equal to the par value of such Restricted Stock. To the extent that an Award is granted in the form of
Restricted Stock from the Company's treasury, no such cash consideration shall be required of the Award
recipients. If certificates representing shares of Restricted Stock are registered in the name of the Participant,
certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company shall retain physical possession of the certificate until such time as all
applicable restrictions lapse.

                                         ARTICLE 9
                                PAYMENT FOR STOCK PURCHASES;
                              WITHHOLDING TAXES; RELOAD OPTIONS

9.1 Payment. Payment for Stock purchased pursuant to the Plan may be made in cash (by check) or, where
expressly approved for the Participant by the Board of Directors in an Award Agreement or otherwise in writing
and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of (or attestation to the ownership of) Stock valued at Fair Market Value on the date new Stock
is purchased under the Plan; provided, however, that such surrender or attestation shall not be permitted if such
action would cause the Company to recognize compensation expense (or additional compensation expense) with
respect to the Award for financial reporting purposes;

(c) by waiver of compensation due or accrued to Participant for services rendered;

(d) by tender of property acceptable to the Board of Directors;

(e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Stock
then exists:

(i) through a "same day sale" commitment from Participant and a broker-dealer that is a member of the National
Association of Securities Dealers (a "NASD Dealer") whereby Participant irrevocably elects to exercise the
Option and to sell a portion of the Stock so purchased to pay for the exercise price (and any applicable
withholding taxes), and whereby the NASD Dealer irrevocably commits upon receipt of such Stock to forward
the exercise price and any such withholding taxes directly to the Company's Transfer Agent;

(ii) through a "margin" commitment from Participant and a NASD Dealer whereby Participant irrevocably elects
to exercise the Option and to pledge the Stock so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the exercise price (and any applicable withholding
taxes), and whereby the NASD Dealer irrevocably commits upon receipt of such Stock to forward the exercise
price and any such withholding taxes directly to the Company's Transfer Agent; or

(iii) through any other "cashless exercise" procedure approved by the Board of Directors; or

(iv) by any combination of the foregoing, or any other method of payment acceptable to the Board of Directors in
its sole discretion.

9.2 Loan Guarantees. The Board of Directors may, in its discretion, help the Participant pay for Shares
purchased under the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.

9.3 Tax Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable
event arising as a result of this Plan. Whenever, under the Plan, payments in satisfaction of Awards are to be
made in cash, such payment shall be net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements. With respect to withholding required upon any taxable event relating to the issuance of Stock under
the Plan, Participants may elect (the "Election"), on or prior to the date of such taxable event, to satisfy the
withholding requirement, in whole or in part, by having the Company or any Subsidiary withhold shares of Stock
having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes. The
Board of Directors may disapprove any Election or may suspend or terminate the right to make Elections. An
Election is irrevocable. The Board of Directors may, at the time any Award is granted, require that any and all
applicable tax withholding requirements be satisfied by the withholding of shares of Stock as set forth above.

9.4 Reload Options. Award Agreements may contain a provision pursuant to which a Participant who pays all or
a portion of the exercise price of an Option or the tax required to be withheld pursuant to an exercise of an
Option by surrendering shares of Stock pursuant to Sections 9.1 or 9.3, respectively, shall be automatically
granted an Option for the purchase of Stock equal to the number of shares surrendered (a "Reload Option"). The
grant of the Reload Option shall be effective on the date the Participant surrenders the shares of Stock in respect
of which the Reload Option is granted (the "Reload Date"). The Reload Option shall have an exercise price equal
to the Fair Market Value of the Stock on the Reload Date, and shall have a term which is no longer, and which
shall lapse no later, than the original term of the underlying option. If Stock otherwise available under an Incentive
Stock Option is withheld pursuant to
Section 9.3, any Reload Option granted in connection with the withholding shall be treated as a new Incentive
Stock Option, subject to the rules set forth in
Section 7.2.

                                            ARTICLE 10
                                 PROVISIONS APPLICABLE TO AWARDS

10.1 Stand Alone, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the
Board of Directors, be granted either alone or in addition to, in tandem with, or in substitution for, any other
Award granted under the Plan. Awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other Awards.

10.2 Modification or Assumption of Awards. Within the limitations of the Plan, the Board of Directors may
modify, extend or assume outstanding Awards or may accept the cancellation of outstanding Awards (whether
granted by the Company or by another issuer) in return for the grant of new Awards for the same or a different
number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of
an Award shall, without the consent of the Participant, alter or impair his or her rights or obligations under such
Award.

10.3 Exchange Provisions. The Board of Directors may at any time offer to exchange or buy out any previously
granted Award for a payment in cash, Stock, or another Award, based on the terms and conditions the Board of
Directors determines and communicates to the Participant at the time the offer is made.

10.4 Term of Award. The term of each Award shall be for the period as determined by the Board of Directors,
provided that in no event shall the term of any Incentive Stock Option exceed a period of ten years from the date
of its grant.

10.5 Form of Payment for Awards. Subject to the terms of the Plan and any applicable law or Award
Agreement, payments or transfers to be made by the Company or a Subsidiary on the grant or exercise of an
Award may be made in such forms as the Board of Directors determines at or after the time of grant, including
without limitation, cash, Stock, other Awards, or other property, or any combination, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Board of Directors.

10.6 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as
otherwise provided below, no Award shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a "domestic
relations order" as defined in the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. In the Award Agreement for any Award other than an Award that includes an Incentive Stock
Option, the Board of Directors may allow a Participant to assign or otherwise transfer all or a portion of the rights
represented by the Award to specified individuals or classes of individuals, or to a trust benefiting such individuals
or classes of individuals, subject to such restrictions, limitations, or conditions as the Board of Directors deems
appropriate. At the discretion of the Board of Directors, the Company may reserve to itself or its assignees in any
Award a right of first refusal to purchase any Stock which a Participant may propose to transfer to a third party
and/or a right to repurchase any and all Stock held by a Participant upon the Participant's termination of
employment or other relationship with the Company or its Parent or Subsidiary for any reason, including Death or
Disability, at a price for such Stock as determined by the Board of Directors.

10.7 Lock-up Agreement. In addition to any other restrictions on transfer, a Participant shall not, without the
prior written consent of the Board of Directors in its discretion, offer or sell any Stock acquired pursuant to the
Plan for at least 180 days after the closing of the initial public offering of securities of the Company registered
under the Securities Act, or in the event that subsequent to such initial public offering the Stock is not listed and
traded upon a recognized securities exchange or quoted on a recognized national market system, the closing of
each offering of securities of the Company registered under the Securities Act subsequent to such initial public
offering through and including the offering after which the Stock is listed and traded upon such exchange or
system.

10.8 Stock Certificates. All Stock certificates delivered under the Plan are subject to any stop-transfer orders
and other restrictions as the Board of Directors deems necessary or advisable to comply with federal or state
securities laws, rules, and regulations and the rules of any national securities exchange or automated quotation
system on which the Stock is listed, quoted, or traded. The Board of Directors may place legends on any Stock
certificate to reference restrictions applicable to the Stock.

                                             ARTICLE 11
                                    CHANGES IN CAPITAL STRUCTURE

11.1 General; Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend
payable in Stock, a declaration of a dividend payable in a form other than Stock in an amount that has a material
effect on the price of the Stock, a combination or consolidation of the outstanding Stock (by classification or
otherwise) into a lesser number of shares of Stock, a recapitalization, a spin-off or a similar occurrence, the
Board of Directors shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of
(a) the number of shares of Stock available for future Awards under Article 4, (b) the limitations set forth in
Article 4, (c) the number and kind of shares of Stock covered by each outstanding Award or (d) the exercise
price under each outstanding Option and other Award in the nature of rights that may be exercised. Except as
provided in this Article 11, a Participant shall have no rights by reason of any issue by the Company of stock of
any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock
of any class.

11.2 Dissolution or Liquidation. To the extent not previously exercised, Awards shall terminate immediately prior
to the dissolution or liquidation of the Company.

11.3 Reorganizations. In the event that the Company is a party to a merger, consolidation or other reorganization,
outstanding Awards shall be subject to the agreement of merger, consolidation or reorganization. The Board of
Directors may cause such agreement to provide, without limitation, (a) for the continuation of outstanding Awards
by the Company (if the Company is a surviving corporation), (b) for their assumption by the surviving corporation
or its parent or subsidiary, (c) for the substitution by the surviving corporation or its parent or subsidiary of its
own awards for such Awards, (d) for accelerated vesting, accelerated expiration and/or lapse of restrictions, or
(e) for settlement in cash or cash equivalents. If the Board of Directors does not cause such agreement to provide
for one of the alternatives in (a), (b), (c),
(d) or (e) above, then all outstanding Options and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on other Awards shall lapse, upon the effectiveness of the
transactions contemplated by such agreement.

                                      ARTICLE 12
                        AMENDMENT, MODIFICATION, AND TERMINATION

12.1 General. With the approval of the Board of Directors, at any time and from time to time, the Board of
Directors may terminate, amend, or modify the Plan. An amendment or modification of the Plan shall be subject
to the approval of the shareholders of the Company only to the extent required by applicable laws, regulations
and rules.

12.2 Awards Previously Granted. No termination, amendment, or modification of the Plan shall adversely affect
in any material way any Award previously granted under the Plan, without the written consent of the Participant.

                                                ARTICLE 13
                                            GENERAL PROVISIONS

13.1 No Rights to Awards. No Participant or employee shall have any claim to be granted any Award under the
Plan, and neither the Company nor the Board of Directors is obligated to treat Participants and employees
uniformly.

13.2 No Stockholder Rights. No Award gives the Participant any of the rights of a shareholder of the Company
unless and until shares of Stock are in fact issued to such person in connection with such Award.

13.3 No Right to Employment. Nothing in the Plan or any Award Agreement shall interfere with or limit in any
way the "at will" nature of any Participant's employment or other relationship with the Company or any
Subsidiary, nor confer upon any Participant any right to continue in the employment or any other relationship of
the Company or any Subsidiary, and the Company and each Subsidiary reserve the right to terminate any
Participant's employment or other relationship at any time.

13.4 Unfunded Status of Awards. The Plan is intended to be an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

13.5 Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any
benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of
the Company or any Subsidiary.

13.6 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

13.7 Titles and Headings. The titles and headings of the Articles and Sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall
control.

13.8 Fractional Shares. No fractional shares of stock shall be issued and the Board of Directors shall determine,
in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up to the next whole number of shares.

13.9 Securities Law Compliance. With respect to any person who is, on the relevant date, obligated to file
reports under Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Section 16 or its successors under the Exchange Act. To the extent any provision of the
Plan or any Award Agreement or any action by the Board of Directors fails to so comply, it shall be void to the
extent required by law and voidable as deemed advisable by the Board of Directors.

13.10 Government and Other Regulations. The obligation of the Company to make payment of awards in Stock
or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to register under the Securities Act, any
of the shares of Stock paid under the Plan. If the shares of Stock paid under the Plan may in certain
circumstances be exempt from registration under the Securities Act, the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of any such exemption.

13.11 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Arizona.

13.12 Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any limitations upon the right and
authority of the Board of Directors to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board of Directors in its discretion determines desirable, including, without
limitation, the granting of stock options or other rights otherwise than under the Plan.
DATED: October 15, 2005

                          BY: /s/ Lanny R. Lang
                              -----------------
                               Lanny R. Lang, Secretary
DYNAMIC BIOMETRIC SYSTEMS, INC.

                                        CODE OF BUSINESS ETHICS

INTRODUCTION

This Code of Business Ethics (this "Code") is applicable to all employees of Dynamic Biometric Systems, Inc.
and all of its subsidiary companies (collectively, the "Company"). A copy of this Code shall be provided to all
employees for signed acknowledgement and inclusion in the employee files. Although applicable to all employees,
this Code is specifically intended to constitute our Code of Ethics for Senior Financial Officers pursuant to the
provisions of Section 406 of the Sarbanes-Oxley Act of 2002 and related rules that may be adopted by the U.S.
Securities and Exchange Commission.

SELF-DEALING AND CONFLICT OF INTEREST

The Company requires that employees act in good faith and in the best interests of the Company. No Company
employee should become involved in any situation where they might personally profit or benefit as a result of any
relationship or act in a manner that is not in the best interests of the Company. An employee should never
represent or act on behalf of the Company in any transaction in which he or she has any interest, direct or
indirect, or from which he or she may benefit personally, unless such interest has first been disclosed, in writing, to
and approved, in writing, by the Company.

Conflicts of interest can arise when an employee or a member of his or her family receives improper personal
benefits as a result of his or her position in the Company, including Company loans or guarantees of personal
obligations. No employee shall accept any benefits from the Company that have not been appropriately
authorized and approved. Further, an employee's position with the Company should not be used to influence or
gain favor regarding personal matters from others, including customers or suppliers, or otherwise for personal
benefit. All employees should take care at all times to avoid placing themselves in positions where even the
appearance of a conflict of interest might exist. Employees' conduct must consistently reflect the Company's
commitment to ethical behavior in every aspect of its operations.

GIFTS

Employees may not accept business-related gifts or free services beyond ordinary business practice. Gifts or
sample products that are of insignificant value may be accepted if returning them would be awkward. Gifts
beyond this level should be promptly returned with a courteous note explaining the Company's policy.

COMPETITIVE ACTIVITIES

Employees of the Company are expected to avoid any outside interest that might conflict with their loyalty to the
Company (or create the appearance of such a conflict). They should neither invest in competitors' businesses nor
act on behalf of competitors. Under no circumstances may officers or other employees of the Company be
employed by, or serve as a director of, any company that competes with the Company. Investments in stocks of
broadly owned, publicly traded companies that compete with the Company are permissible if they are not so
significant as to affect the employee's efforts on behalf of and loyalty to the Company.

COMPLIANCE WITH LAWS

The activities of the Company must always be in full compliance with all laws, rules and regulations of the
jurisdictions in which the Company conducts its business and of all private and public regulatory agencies and
organizations to which the Company is subject. The Company expects all employees to follow the spirit as well
as the letter of the law.

OUTSIDE EMPLOYMENT AND BUSINESS DIRECTORSHIPS

The Company's employees are generally discouraged or prohibited from accepting outside employment, part-
time or otherwise. While occasional part-time work may be acceptable, depending on an employee's position
with the Company, care and good judgment must be used in accepting outside employment to assure that the
employment does not affect the performance of an employee's responsibilities to the Company. If an employee
has any question about the propriety of outside employment, the employee should discuss the matter with his or
her supervisor. The Company's employees may not make use of Company information for any purposes not
related to the Company, including in connection with outside employment.

It is the Company's policy that none of its employees may serve on corporate boards or committees except for
appropriate civic, educational and cultural organizations. The goal of this policy is to avoid actual or apparent
conflicts of interest and situations that might raise questions about the Company's integrity. However, subject to
the advance approval of the Company's Chief Executive Officer, senior executives of the Company may serve as
directors of outside companies (excluding competitors and other companies with whom the Company has a
business interest). The Company's Chief Executive Officer may serve as a director of outside companies subject
to the advance approval of the Board of Directors.

No employee or officer of the Company may accept employment or a directorship with any company with whom
the Company has a business relationship as a customer, supplier or otherwise, without the prior written consent
of the Chief Executive Officer or, in the case of the Chief Executive Officer, without the prior written approval of
the Company's Board of Directors.

POLITICAL ACTIVITY

Employees of the Company, as private individuals, are free to contribute to and work for political parties, causes
or candidates of their choosing. In no case may an employee's personal participation in, or contribution to such
parties, candidates or causes be represented as a Company endorsement. Any contribution to political parties,
candidates or ballot issues by the Company, where allowed by law, requires the advance approval by the
Company's Board of Directors.
CONFIDENTIAL INFORMATION/TRANSACTIONS IN THE COMPANY'S SECURITIES

Employees are encouraged to invest in the Company's stock. However, any significant financial or other
important information about the Company that an employee may become aware of that has not been disclosed to
the public must be treated as confidential and may not be used in an attempt to profit personally or be disclosed
to family members, friends or others outside of the Company. In particular, neither employees nor their family
members or friends may use such confidential information as a basis for trading in Company stock. Should an
employee have any doubt as to the propriety of buying or selling Company shares, he or she should ask a
supervisor or a member of senior management for guidance.

The Company's officers and employees who are "insiders" under the securities laws are subject to more stringent
rules in connection with trading in the Company's securities. It is the responsibility of all "insider" officers and
employees to act in accordance with all pertinent insider trading securities laws.

It is important to keep in mind that unauthorized disclosure of sensitive non-public information to third parties,
even to family and friends, could be harmful to the Company. Such disclosures are not only unethical, but also
illegal, and could result in severe civil and criminal penalties to the employee making such disclosures.

CORPORATE ASSETS AND RECORDS

Strict propriety must be observed in any transaction involving the use, handling or accounting of Company assets.
It is imperative that:

1. Accounting records be maintained and reports be prepared in accordance with generally accepted accounting
principles; and,

2. An adequate system of internal controls be maintained; and,

3. Accounting entries truly reflect the transactions that they record; and,

4. All assets and liabilities of the Company, including bank accounts in which Company cash is on deposit, be
recorded on the regular books of the Company; and,

5. Full cooperation be given to internal and external auditors (including taking no action to influence, coerce,
mislead or manipulate the Company's auditors); and,

6. Senior management be immediately advised of any financial or accounting matters that could adversely impact
the Company's financial statements otherwise be considered sensitive to preserving the Company's reputation.

PUBLIC FILINGS AND COMMUNICATIONS

The Company's Chief Executive Officer and Chief Financial Officer are ultimately responsible for promoting full,
accurate, and timely disclosure in the reports that the Company files with the Securities and Exchange
Commission and in other public communications made by the Company. However, to the extent requested to
provide information to be included in, or to participate in the preparation of such reports or public
communications, other employees, including the Company's accountants and Controller, are responsible for
providing such information and in preparing such reports and communications in a manner that will ensure the full,
accurate, and timely disclosure of such information in the reports. Employees are expected to report concerns
regarding questionable accounting or auditing matters to the Company's senior management.

VIOLATIONS

The Company is committed to supporting employees in meeting the ethical standards of conduct set forth in this
Code and expects all employees to uphold these standards. Employees are encouraged to talk to supervisors,
managers or the Company's senior management when in doubt about the best course of action in a particular
situation. If an employee becomes aware of anything that occurs which could in any way be construed as a
fraudulent or illegal act or otherwise in violation of this Code, the employee is responsible for reporting such
occurrence. Employees are expected to cooperate in internal investigations of actual or apparent violations of this
Code. To the fullest extent possible, efforts will be made to keep confidential the identity of any employee that
participates in such an investigation. No report made in good faith as required by this Code, will result in any
adverse employment or other retaliatory action against the employee making the report. If an employee believes
that he or she has been subject to adverse employment or other retaliatory action as a result of reporting a
violation of this Code, the employee should consult immediately with his or her supervisor or a member of the
Company's senior management.

The Company takes its ethical obligations, and this Code, very seriously and all employees are expected to do
the same. Employees who violate this Code will be held accountable and may be subject to discipline, up to and
including termination of employment.

WAIVER

Any amendment or waiver of this Code may be made only by the Company's Board of Directors, subject to such
conditions or restrictions as the Board of Directors may determine. Amendments and waivers of this Code will be
publicly disclosed as required by law.

FURTHER INFORMATION

If any employee has any question about this Code's applicability to a particular situation, please consult with your
supervisor or, in appropriate circumstances, with the Company's senior management or Board of Directors. You
also should consult with one of these people if you believe that there are violations of the Code that are not being
addressed by management. Any such discussions will be held in confidence.

                                            ACKNOWLEDGMENT

I have read and understood the above Code of Business Ethics and agree to comply with its requirements and
any related policies or procedures which may be adopted by the Company. I certify that, except as fully
disclosed and approved in accordance with the Code, I have not engaged in any transaction or activity that
would constitute an actual or apparent conflict with the interests of the Company, and that I am otherwise in fully
compliance with the Code.


Signature


Printed Name


Date
EXHIBIT 21.1

                    SUBSIDIARY OF THE SMALL BUSINESS ISSUER

                                     JURISDICTION OF   OTHER NAMES UNDER WHICH
               NAME                  INCORPORATION     SUBSIDIARY DOES BUSINESS
               -------------------   -------------     ------------------------

               DynaSig Corporation   Arizona           NA
EXHIBIT 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Dynamic Biometric Systems, Inc.:

We consent to the use in this Registration Statement of Dynamic Biometric Systems, Inc. and Subsidiary on Form
10-SB of our report dated November 2, 2005, with respect to our audits of the consolidated financial statements
of Dynamic Biometric Systems, Inc. and Subsidiary as of December 31, 2004 and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the year ended December 31, 2004
and for the period from June 17, 2003 (date of inception) through December 31, 2003., that is included in this
Registration Statement filed with the Securities and Exchange Commission.

                                      /s/   Epstein, Weber & Conover, PLC


                                Scottsdale, Arizona
                                December 16, 2005
EXHIBIT 31.1

                            CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard C. Kim, certify that:

1. I have reviewed this Form 10-SB of Dynamics Biometric Systems, Inc. (the "Company");

2. Based on my knowledge, this Form 10-SB does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this Form 10-SB;

3. Based on my knowledge, the financial statements, and other financial information included in this Form 10-SB,
fairly present in all material respects the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in this Form 10-SB;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred
during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over
financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company's auditors and the audit committee of the Company's
board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the Company's internal control over financial reporting.

                   Dated:              December 16, 2005                /s/ Richard C. Kim
                                                                          Richard C. Kim
                                                                      Chief Executive Officer
EXHIBIT 31.2

                           CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Lanny R. Lang, certify that:

1. I have reviewed this Form 10-SB of Dynamics Biometric Systems, Inc. (the "Company");

2. Based on my knowledge, this Form 10-SB does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this Form 10-SB;

3. Based on my knowledge, the financial statements, and other financial information included in this Form 10-SB,
fairly present in all material respects the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in this Form 10-SB;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred
during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over
financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company's auditors and the audit committee of the Company's
board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the Company's internal control over financial reporting.

                  Dated:              December 16, 2005                 /s/ Lanny R. Lang
                                                                           Lanny R. Lang
                                                                       Chief Financial Officer
EXHIBIT 32.1

                                DYNAMICS BIOMETRIC SYSTEMS, INC.

                                       CERTIFICATION OF
                                    CHIEF EXECUTIVE OFFICER
                               PURSUANT TO 18 U.S.C. SECTION 1350,
                              AS ADOPTED PURSUANT TO SECTION 906
                               OF THE SARBANES-OXLEY ACT OF 2002

I, Richard C. Kim, solely for the purpose of complying with 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that the
report of Dynamics Biometrics Systems, Inc. on Form 10-SB fully complies with the requirements of Section 13
(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-SB fairly
presents in all material respects the financial condition and results of operations of Dynamics Biometrics Systems,
Inc.

                                     Date:               December 16, 2005



                                     By:      /s/ Richard C. Kim
                                              ------------------
                                           Richard C. Kim




Chief Executive Officer
EXHIBIT 32.2

                                DYNAMICS BIOMETRIC SYSTEMS, INC.

                                       CERTIFICATION OF
                                    CHIEF FINANCIAL OFFICER
                               PURSUANT TO 18 U.S.C. SECTION 1350,
                              AS ADOPTED PURSUANT TO SECTION 906
                               OF THE SARBANES-OXLEY ACT OF 2002

I, Lanny R. Lang, solely for the purpose of complying with 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that the
report of Dynamics Biometrics Systems, Inc. on Form 10-SB fully complies with the requirements of Section 13
(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-SB fairly
presents in all material respects the financial condition and results of operations of Dynamics Biometrics Systems,
Inc.

                                     Date:               December 16, 2005


                                     By:     /s/Lanny R. Lang
                                             ----------------
                                          Lanny R. Lang
                                     Chief Financial Officer