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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001046532-03-000001.txt : 20030103
<SEC-HEADER>0001046532-03-000001.hdr.sgml : 20030103
<ACCEPTANCE-DATETIME>20030103124638
ACCESSION NUMBER:		0001046532-03-000001
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021023
ITEM INFORMATION:		Changes in control of registrant
ITEM INFORMATION:		Acquisition or disposition of assets
FILED AS OF DATE:		20030103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STARTCALL COM INC
		CENTRAL INDEX KEY:			0001120970
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				650955118
		STATE OF INCORPORATION:			FL

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32429
		FILM NUMBER:		03502236

	BUSINESS ADDRESS:	
		STREET 1:		719 5TH STREET
		STREET 2:		SUITE 1402
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33139
		BUSINESS PHONE:		3055799008
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8kjan_startcall.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>
<H2 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>UNITED STATES</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>SECURITIES AND
EXCHANGE COMMISSION</FONT><BR><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington,
D.C. 20549</FONT></H2>
<HR width="75%" noShade SIZE=2>
<H2 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM 8-K</FONT></H2><BR>
<HR width="75%" noShade SIZE=2>
<H2 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CURRENT REPORT PURSUANT<BR>
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934</FONT></H2>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Date of Report (Date of earliest
 event reported)<BR>October 23, 2002</FONT></P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>Visator, Inc.</B></FONT><BR>
(Exact name of registrant as specified in its charter)</P>
<TABLE cellSpacing=0 cellPadding=0 width=100% border=0>
<TR vAlign=top>
    <TD ALIGN=CENTER COLSPAN=5>&nbsp;</TD></TR>
<TR vAlign=top>
    <TD align=center width="30%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Florida</B></FONT>
<BR><FONT size=-1>(State or other jurisdiction<BR>
of Incorporation)</FONT></TD>
    <TD align=center width="40%" colSpan=3><B>000-32429</B><BR><FONT
size=-1>(Commission<BR>File Number)</FONT></TD>
    <TD align=center width="30%"><B>65-0955118</B><BR><FONT size=-1>(IRS
Employer ID No.)</FONT></TD></TR>
<TR vAlign=top>
    <TD align=center colSpan=5>&nbsp;</TD></TR>
<TR vAlign=top>
    <TD colSpan=5>
</TD></TR></TABLE>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Kroghsgade 1, 4th Floor, 2100 Copenhagen Oe, Denmark<BR>
</FONT><FONT size=-1>(Address and Telephone Number of
Registrant's Principal<BR>Executive Offices and Principal Place of
Business)</FONT></P><BR>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Startcall.com, Inc.<BR>
719 5th Street<BR>Miami Beach, Florida&nbsp;&nbsp;33139
<BR>(Former name or former address, if changed since last report)</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ITEM 1.&nbsp;&nbsp;&nbsp;CHANGES
IN CONTROL OF REGISTRANT</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On December 20, 2002 (the
&#147;Effective Date&#148;), pursuant to a Stock Purchase Agreement and Share
Exchange between Startcall.com, Inc. (&#147;Startcall&#148; or the
&#147;Company&#148;), a Florida corporation and Web Intelligence Technology ApS
(&#147;Web Intelligence&#148; or &#147;Visator&#148;), a Danish Corporation and
ARN Invest ApS, (&#147;ARN&#148;), a Danish Corporation, Startcall acquired all
of the shares of Web Intelligence from ARN in consideration for the issuance of
79,500,000 shares of Startcall to ARN. Pursuant to the Agreement, Web
Intelligence became a wholly owned subsidiary of the Company and the Company
subsequently filed a Certificate of Amendment in the State of Florida changing
its name to Visator, Inc. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the terms of
the Agreement, Antonio Treminio and Sylvio Martini resigned as the directors of
the Company and Anders Nielsen and Jesper Toft were appointed to the Board of
Directors. In addition, Antonio Treminio resigned as President, Chief Executive
Officer and Chief Financial Officer and Sylvio Martini resigned as Chief
Technical Officer of the Company and Anders Nielsen was named as President,
Chief Executive Officer and Secretary of the Company and Jesper Toft was named
as the new Chief Financial Officer of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Acquisition was
approved by the unanimous consent of the Board of Directors of the Company and
by the majority of the Board of Directors of Web Intelligence on December 20,
2002. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table sets
forth information regarding the beneficial ownership of the shares of the Common
Stock (the only class of shares previously issued by the Company) at December
27, 2002, by (i) each person known by the Company to be the beneficial owner of
more than five percent (5%) of the Company's outstanding shares of Common Stock,
(ii) each director of the Company, (iii) the executive officers of the Company,
and (iv) by all directors and executive officers of the Company as a group,
prior to and upon completion of this Offering. Each person named in the table,
has sole voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at the address of the
Company. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=75%>
<TR VALIGN=BOTTOM>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>TITLE OF CLASS</U></B></FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>NAME OF<BR><U>BENEFICIAL OWNER</U></B></FONT></TD>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SHARES OF<BR><U>COMMON STOCK</U></B></FONT></TD>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>PERCENT<BR><U>OF CLASS</U></B></FONT></TD></TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> ARN Invest ApS</FONT></TD>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 79,500,000</FONT></TD>
 <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>80.30%</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Anders Nielson</FONT></TD>
 <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
 <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jesper Toft</FONT></TD>
 <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
 <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD></TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DIRECTORS AND OFFICERS AS A GROUP</FONT></TD>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
 <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
 <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD></TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr. Anders Nielsen, an Officer and Director of the Company, does not directly own any shares
of the Company.  However, Mr. Nielsen is a 33% shareholder of ARN which owns 79,500,000
shares of the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr. Jesper Toft, an Officer and Director of the Company, does not directly own any shares of
the Company.  However, Mr. Toft has an option to buy shares from the shareholders of ARN which
owns 79,500,000 shares of the Company. The amount of shares is variable in connection to the value
of ARN's share value of Web Intelligence.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As set forth above, the Officers and Directors of the Company did not directly own any shares
of the Company, but collectively own 33% of ARN which owns 79,500,000 shares of the Company.
In addition, Mr. Toft has an option to buy shares from the shareholders of ARN which owns
79,500,000 shares of the Company. The amount of shares is variable in connection to the value of
ARN's share value of Web Intelligence.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following is a biographical
summary of the directors and officers of the Company:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ANDERS NIELSEN, 27, has
been President, Chief Executive Officer, Secretary and Director of the Company
since December 20, 2002. Mr. Nielsen is the original founder of Web Intelligence
and currently handles the overall Technological Development and Outlook for Web
Intelligence. Mr. Nielsen has extensive experience as a consultant for some on
of the largest Danish Organizations such as Intrasuite/Dansk &amp; Internet
Selskab. Mr. Nielsen stands behind the development of a series of other
technologies, among them the &#147;newscrawler&#148; for the European
Commission, a technical failure monitoring service for TDC intranet, and a web
crawler for the Royal Swedish Library. Mr. Neilsen has four years of study at
the Datalogisk Institut (Computer Science Institute) at the University of
Copenhagen. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jesper Toft, 31, has been
Chief Financial Officer and Director of the Company since December 20, 2002.
Since 2001, Mr. Toft has been the chief strategist &amp; Vice-President of
business development and overseas marketing, communications and business
development operations for Web Intelligence. He joined Web Intelligence in 2001
to lead the company into key vertical market segments, drive demand creation and
lead generation, and build partnerships with strategic platform partners. Prior
to joining Visator, Mr. Toft was recognized as one of Denmark&#146;s most
successful entrepreneurs. Mr. Toft founded and was the CEO for ITCOM A/S
Originator of services such as: 118.dk the first (1997) free Internet directory
service in the world, later copied in several other companies. 909.dk, including
credit information systems in cooperation with Bonnier. 909shop became largest
CD on-line shop. Started Denmark's leading freemail &quot;post office&quot;,
909mail. The activities were sold in the spring of 1998 to a Nasdaq listed
company whereafter the name was changed to Euro909.com &#150; today &#150;
EuroTrust (Nasdaq EURO). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. Toft started his first company at age 14 and sold this company to Cramo Marerialudlejning at
age 17.  Mr. Toft in 2000 (founder of OIBN Open Integrated Business Betwork) received from the
Danish Department of commerce and Department of Research the 2000 Pioneer Award as founder
for the most promising company in Denmark.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ITEM 2.&nbsp;&nbsp;&nbsp;
ACQUISITION OR DISPOSITION OF ASSETS</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the Agreement,
the Company acquired one hundred percent (100%) of the issued and outstanding
shares of common stock of Web Intelligence for 79,500,000 shares of $0.000666
par value common stock of the Company. Pursuant to the Agreement, Web
Intelligence became a wholly owned subsidiary of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Web Intelligence is one of
Europe&#146;s leading suppliers of online competitive intelligence services for
the professional market. The company has developed a technology, from which
several products have been derived, ensuring that the individual user will
receive precisely the intelligence that is relevant to him - based on criteria
defined by his needs and deliver at the exact times the individual demands. In
other words, an optimization of intelligence adapted to the success criteria of
the individual user. Also referred to as &#147;competitive intelligence&#148;. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The explosive growth in the
amount of information published daily on the Internet has created a new demand
which will grow proportionally with the amount of information and news available
online: The demand for sorting information, or as it is called
&quot;exformation&quot;. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>It is the idea and the aim
of the Company to sell and develop automatic tools/services for an individual
news-/intelligence monitoring that cuts across the existing news sources and
structures on the Internet. The Company works with targeted efforts towards the
vision, that the Company will be one of the worlds&#146; most profitable
companies in its sector within just a few years. This vision is within reach.
The market for online exformation services is only in its infancy. Web
Intelligence already has a strong and well functioning technology and has shown
ability to sell its product. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Since the Company was
established in March of 2001, the focus has been on sales of the first product,
&#147;Media Intelligence&#148;. We have successfully built up a broad foundation
of more than 100 regular customers in the Danish market. Among these customers
are large corporations, such as for example, Coca-Cola, CSC, DaimlerChrysler,
Dell, ISS, MSD &#150; Merck Sharpe &amp; Dohme, among others. In addition, Web
Intelligence customers will be found among Non Governmental Organizations,
political parties, unions, ministries, telecommunications companies, as well as
other and smaller types of companies, etc. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Source Monitoring: Web
Intelligence&#146;s leadership estimated when the sale of Media Intelligence
began that potential competitors would build up complete monitoring of sources,
just as Web Intelligence had. Today Web Intelligence monitors approximately
10,000 unique online information and news sources, where the greater majority is
in those markets where the products are sold. The assessment was that the
quantity of sources being monitored was not a lasting parameter in this
competitive situation, as this is a prerequisite for being able to offer a
competitive product to customers. In the meantime, it has become apparent, that
practically none of the competing companies have kept up in this area. This
means that Web Intelligence today has a significant sales parameter because of
its very broad and deep source monitoring. As a consequence of this experience,
there are procedures today, for how an optimal source monitoring is built up in
a new market prior to startup. Further, a system has been developed and
implemented, which automatically monitors whether structural changes have
occurred for those sources, which are already being
monitored, in order to avoid monitoring of "inactive" sources.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Customer Support: In the
Spring of 2002 Web Intelligence hired a Support Manager as a consequence of the
steadily increasing need in this area. The Support Manager&#146;s responsibility
is, in addition to the on-going operational support for individual customers, to
also ensure the best possible application and utilization of Web
Intelligence&#146;s systems in the environments of the customers. This occurs
through a proactive processing of the customers, among other things, in the form
of workshops to increase their use and daily application of the products, and in
this manner to anchor Web Intelligence&#146;s product as broadly and deeply in
the organization as possible, and to thus ensure the greatest possible stability
in customer relationships. This support function, in relation to competing
companies, is also a parameter which Web Intelligence can use for profiling
itself, as only a few of the competitors offer a similar customer service. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sales and Marketing: During
the month of May 2002, Web Intelligence tested several different marketing
approaches (newspaper advertisements, direct mail, online advertising, as well
as online sponsorships) in order to see whether it was economically sound to
supplement the direct sales effort in the market with a broader form of
marketing. The campaign provided a number of test-customers, but relatively few
of these finished by entering into an agreement with the company. All sales
resources are therefore focused in direct sales. This will also happen during
the coming year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Internationalization: Web
Intelligence has during the last few months initiated the startup of sales in a
series of new markets. In order to find the optimal model for startup in a new
market, three models were in this trial methodology: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In Switzerland,
collaboration has been entered into with a local company, which is in charge of
sales and customer contact while building up a local organization. The technical
systems are operated from Copenhagen, Denmark. This model has proven to not live
up the expectations of Web Intelligence for effectiveness and speed of
penetration to market, as it is the local partner&#146;s responsibility and
decision, how the activities occur. For this reason the model most likely will
not be used again &#150; or only in a few distant markets, where Web
Intelligence does not have the opportunity to complete one of the other models.
In England a sales agreement has been entered into, in which the local partner
only receives payment when there are results, please compare to our goals. This
model has worked better than the model in Switzerland, but not well enough to be
satisfactory in relation to speed to penetration. Sales to the Swedish and
German markets occur directly from the offices in Copenhagen. Agreements have
been made with local executive office suites, which ensures a local address and
telephone number, to which the customers may call. Therefore the customers never
experience that the sales personnel is not sitting within the local market. This
model has so far generated the desired results, and it will therefore be the
model, with which we will continue working as the primary model for expansion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The commercial rights to
sell Visator Media Intelligence and Visator Brand Intelligence on the Danish
marked have been sold to a Singapore based company, to assure a optimal income
and revenue form this marked. Web Intelligence&#146;s product, Media
Intelligence is today the leading in its area in the Danish market, with monthly
revenues of USD 40,000. The company is initially in the process of building the
sales function in four other markets, Great Britain, Germany, Sweden and
Switzerland. Additional development in the new markets will occur on the
background of those international experiences, as set forth above, which the
company has gained during the last two quarters of 2002. Work is being done
towards creating a two-fold increase of revenues to USD 80,000 monthly within
the first two quarters of 2003.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Products and Technology</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All Web Intelligence&#146;s
products are based on the Company&#146;s core technology &#148;Visator
Monitor&#148;. This is a technology that fully automatically &#148;reads&#148;,
analyzes and processes information in defined areas of the Internet. Visator
Spider works itself through each one of the defined online services with short
intervals. The system is currently set up so that newly published information
cannot become more than one hour old, before Visator Spider has found it, and is
ready to send information to the relevant customers regarding what it has found. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Applications of this
technology are innumerable. The different products are based on basically the
same technology, but it is important for dissemination of the products and
services into the market, that they are &#148;packaged&#148; differently. Below
follows a description of the products/services that Web Intelligence in the long
term will offer the market. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Development of the products
is done in anticipation of optimizing technological utilization possibilities in
relation to the different requirements, which individual functions and
departments in the Company have. By differentiating those parameters with which
we work, and simultaneously &#148;packaging&#148; the products differently, we
create several potential buyers in each individual Company, and a stronger
attachment to Web Intelligence&#146;s products in that organization. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Web Intelligence will offer
three primary products. These are all aimed at companies and organizations with
different requirements for media and news monitoring: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=85%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator Media Intelligence</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator Business Intelligence</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator Brand Intelligence</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Media Intelligence
ensures Web Intelligence&#146;s customers of continuous and daily updates on
news and information, from all online news sources that are covered by Web
Intelligence. Visator&#146;s Media Intelligence is broad media monitoring that
utility value can best be compared to traditional press clips, just faster, with
more coverage and less expensive. As a company or organization with special
interest in news and information published by the public sector, there is
opportunity for optionally selecting all public sources. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>One or more persons at the
customer&#146;s site receives &#150; according to the customer&#146;s choice
&#150; access to Web Intelligence&#146;s system through a web page through which
they can create searches and search profiles. A search profile is a collection
of searches (words) that are monitored within a defined area, and where the
results of the searches are distributed together. An unlimited number of search
profiles, which again may contain an unlimited number of search words, may be
created. Web Intelligence&#146;s support manager assists the customer in
reaching the optimal results from the search profiles.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>It is moreover possible to
choose among a series of pre-defined search profiles that are designed to cover
a given industry, and provide a broad coverage within it. It is the intention
behind these searches that the users do not to have to &#148;reinvent the
wheel&#148; each time they need to create their search profile. They just need
to concentrate on searching on those subjects, in which they have specific
interests. Search profiles are currently set up for the gasoline industry, and
new industries may be added ad hoc. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>When Rockwool (the
world&#146;s leading manufacturer of rock wool for insulation) began using
Visator Media Intelligence. They initially obtained information from the
employees about their need for knowledge (search words). They then divided the
collective quantity of search words into different categories. This has now
resulted in Rockwool monitoring three categories, which are: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=85%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
mention of competitive companies</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
mention of the Company, and persons on the Board of Directors</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
mention of the area of "insulation"</FONT></TD></TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The information Web
Intelligence finds for Rockwool is distributed directly to the relevant
individuals in the Company. Since starting the use of Web Intelligence products,
Rockwool has daily received a large quantity of referrals to critically,
competitive news and information from Web Intelligence, much of this is news and
information, which you otherwise would not have seen. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>With an export level of
95%, Rockwool is now obtaining their initial experiences within electronic media
monitoring. They can already see the potential for also utilizing Web
Intelligence&#146;s economically advantageous products outside of Danish
borders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Target Group.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Media Intelligence
product applies to all companies, organizations and public offices that have a
certain size, and a general requirement for media monitoring of online sources,
as either they or their competitors are regularly mentioned in the media. The
product can be advantageously disseminated among several recipients in the
organization. This is something that is particularly suitable for general
industry searches (please see above). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The more specific searches
will primarily be used by the public relations and information department. The
Chief Public Relations Officer or Chief Information Officer functions are
typically the point of departure for the sale, as they are interested in staying
up-to-date on market developments in relation to the Company and to the industry
in general. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Distribution.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Media Intelligence
customers can receive their news, &#147;intelligence&#148;, via e-mail, directly
onto the company&#146;s intranet, through ICQ or MSN Messenger.. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The customer decides which
time of day is preferable for information delivery. The number of recipients in
organizations is free of charge. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Business Intelligence</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Business
Intelligence will, when the product is launched, provide each person in the
Company with the possibility for remaining updated regarding companies and
persons, to whom the individual employees in the Company have a relationship. A
Company that utilizes Business Intelligence can thus follow news and information
on all the Company&#146;s subjects of interest, including customers, suppliers
and other collaborative partners. They can, through this create a closer
relationship with the subjects of interest in question. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Business Intelligence will
seek out all online information sources (except Deep Net, please see under the
product Brand Intelligence) including general news, business news as well as
public sources etc. The public part of source monitoring comprises all public
news sources and publications, - all the way from those of the State,
Municipalities, universities and hospitals, to the EU Commission&#146;s
published bank of information, including statements and decisions, reports,
speeches, and articles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>An employee of the customer
must be the administrator for the product and sets up search profiles. These
match the relevant subjects of interest/business connections, regarding which
the Company desires to be kept informed. The individual user in the Company will
hereafter get access to choosing which of the prepared search profiles, in which
this individual has an interest. The personal search profile will then be
created from this. One may freely create all the searches that are deemed
necessary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The customer may to suggest
URLs for the companies, on which monitoring is desired, against an additional
charge. Web Intelligence&#146;s customer &#150; a legal firm for example-
defines their customers&#146; Company names, as well as the names of the contact
persons in these companies. This work may be carried out electronically by one
single individual in the organization, or by the individual recipients. When the
legal firm&#146;s customers or contact persons, for the Company in question are
mentioned, then the legal firm receives information about it. They can then
through this &#147;follow&#148; their customers more closely. This is something
that can be used in &#148;sales promotions&#148; to the customer. If it is a
larger legal firm that uses the product, then a distribution list is prepared,
so that only relevant persons in the firm are informed of mention regarding the
individual customer. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Target Group.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Business
Intelligence is directed towards all companies and organizations that desire
ongoing orientation regarding their interest groups. This is, for example
customers, partner companies and suppliers. The product is particularly relevant
for Companies with a large sales force, or companies with a large number of
business customers, where the personal factor has great significance in the
business relationship. Web Intelligence particularly sees advertising bureaus,
attorneys, accountants, and other types of consulting companies as relevant. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The essential difference
between Business Intelligence and existing press clips, are that all employees
do not have an interest in all of the Company&#146;s collective customers. They
are only interested in the part that affects the individual employee. With
Visator Business Intelligence every user can customize his/her monitoring, so
that the requirements of the person in question are considered. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The point of departure for
sales will typically be the Chief of Sales, or the person with customer
responsibility. For example, the chief of sales can allow salespersons and
account managers to receive information about the companies where the individual
sales person has a direct relationship. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Distribution.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each user receives an
e-mail with customized monitoring once daily at a predetermined time of day.
There will, at the same time, through the information Web Intelligence sends, be
the opportunity for a system that connects the company&#146;s existing ERP/sales
system to the information found by Web Intelligence. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Web Intelligence expects to
launch Business Intelligence as the last of the three products, as those
routines and tasks, which must be carried out in connection with the startup of
a new customer are separate from those routines and tasks, which the
organization has the resources for today. The first test installation is
expected during the coming year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Brand Intelligence</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Brand Intelligence
gives the customer the possibility for diving down into the
&#148;undiscovered&#148; depths of the Internet, and to keep the finger on the
pulse of ordinary consumers. Each day there are discussions about everything
between heaven and earth in many thousands of places on the net. With Visator
Brand Intelligence the customer obtains the possibility for following these
discussions, as soon as they appear, and they can thus affect opinion making in
a positive manner. With Visator Brand Intelligence the Company can be
everywhere, all the time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Brand Intelligence assures
the Company of information regarding all mention of the Company&#146;s name
and/or product names, within a very short period of time (down to 15 minutes) in
all of Web Intelligence&#146;s online sources, including Deep Net sources with
e-mail lists, communities and discussion forums. These pop up everywhere on the
net at explosive rates of speed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator Brand Intelligence
could, for example, have been utilized by Compaq Computer when a journalist, in
a newsgroup for IT-journalists, suddenly began to make strong critical
statements. The person spoke directly and negatively about Compaq&#146;s
products, because of a personal experience, and a coincidence of unfortunate
events. This &#148;News Item&#148; was distributed in this &#148;closed&#148;
forum to many hundreds of journalists and opinion makers, with potentially great
damage to Compaq&#146;s otherwise strong brand. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Today companies risk that
dissatisfied customers set rumors about the Company or the product in
motion in these open and anonymous online environments. With Brand Intelligence, Web
Intelligence&#146;s customers are assured the possibility of instantly being able to react to this
mention, if there is a need for it. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Target Group.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The product, Brand
Intelligence, is directed towards companies and organizations with strong
brands. The &#147;trademark&#148; is of the greatest significance here, and they
therefore desire a targeted monitoring and &#148;accumulation&#148; of mention,
in order to prevent and counter negative mention. Brand Intelligence ensures
monitoring of <I>all </I>Web Intelligence&#146;s online sources. These also
comprise discussion forums, communities, e-mail lists and other less accessible
and time-demanding places on the net, where ordinary people, as well as industry
people, indicate their opinions. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The point of departure for
sales of Brand Intelligence is primarily for those with responsibility for
marketing and for products. The individual product chief can receive information
as soon as a relevant discussion arises, or a chief of marketing can keep an eye
on how the marketing campaign is received and discussed among the general
public. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Distribution.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Delivery of Brand
Intelligence can take place freely at all times of the day through SMS, e-mail,
ICQ, MSN Messenger, or to the intranet of the company. The users may choose
whether they desire a summarized e-mail at regular time intervals, or if
information is to be forwarded immediately after it is found. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Product Development - Near Future</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During the near future,
which in our terminology is within the coming three months, we expect to be able
to launch a new version of the intranet-solution, which more and more of the
customers choose. Shown here is the information, which Web Intelligence finds
for the customer on an intranet page, as opposed to being sent by an e-mail. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Product Development - Long Term</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Long term, Web Intelligence
will concentrate its resources in technical development, within three areas: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=85%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
product adaptation and user interfaces</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
distribution methods</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
search technology and segmentation structure.</FONT></TD></TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The first area, on which we will
concentrate our efforts, is the users&#146; utilization of the products. That
is, a focus on having an ongoing development of the products, and user
interfaces that the individual user experiences/works with. This is to ensure an
optimal utilization of the system for the individual. By using programs such as
Outlook and Explorer, as points of entries into Web Intelligence&#146;s systems,
we are utilizing the extreme availability of these programs, as well as existing
user knowledge. Web Intelligence will further utilize new channels for sending
information to the end users, as these channels reach massive dissemination.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The other area, around
which we will concentrate technology development, is the utilization of new
methods of distribution for optimization of Web Intelligence&#146;s products.
This can, for example, be in the form of OEM agreements with larger online
services, or collaboration agreements with the online services of industry
associations that have a large number of members within specific areas. The
distribution of existing products will be continuously developed in concert with
the dissemination of all types of new wireless devices in the market. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Long term, and in
accordance with a sharpened competitiveness, we estimate that the technological
competency and ability, will continue to be more and more crucial to Web
Intelligence&#146;s success on the market. The third point of focus, with which
we are working, is therefore in the technological development, search technology
and segmentation structure. Search quality and assurance that it will be
completed, so that the best possible coverage of all relevant online services
are obtained on all relevant online services, will ensure customer loyalty to
Web Intelligence. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The market for electronic
exformation products is in its infancy. The <I>drivers </I>on the market are
therefore those companies that either because of their size or economic
resources, or their understanding for and utilization of, this technology&#146;s
possibilities. It is those companies that are a part of the primary target group
during the initial growth period in every market. The remaining part of the
primary target group in this period is those companies that sell brand name
products or services, in relation to the Brand Intelligence product. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The primary target group
for the first growth period in every market is relatively easy to describe. This
will in concert with the growing number of companies utilizing the information
possibilities on the internet, be replaced by another growth period that we
estimate will start, at the latest, one year after the sale has begun. Latent
customers will be more differentiated in the other growth period, the
descriptive criteria more difficult, while the numbers of potential buyers
simultaneously increase significantly. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Market Size.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On the background of
present experiences, which clearly show how different Web Intelligence&#146;s
customers are, we estimate, that there in the industrially well developed
markets, such as in Northern Europe and the United States, are approximately 200
potential clients pr. 1 million residents. This estimate must of course be seen
in relation to the various business structures in the individual market. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Industry Analysis</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The number of direct
Visator competitors is relatively small. &#148;The type&#148; of these companies
is for example, Infopaq, Observer, Moreover (UK), Retriever (S) and Webclipping
(US). It is an internationally oriented area of business, where acquisitions
across national borders are not unusual. Those established within media
monitoring of, for example, newspapers, radio and TV, are relatively labor-intensive
due to their structure. The primary part of the industry's sales is national. There is
thus very limited export within this area.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Competitors and Positioning</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator&#146;s technology
and network is to some degree unique in form and application. We estimate that
only a few competitors have a competitive technology/network, and that the time
for copying assumed that adequate economic resources are available will be 9-12
months. Thus we also estimate that there probably will not be new players coming
to the market, but that the market will continue to develop on the background of
those companies, which are in it today. The competing companies and products may
be divided into three categories: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=85%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
traditional press clips</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
electronic press clips based on the technology of others</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
electronic press clips based on own technology</FONT></TD></TR>
</TABLE>
<BR>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Financial statements of businesses acquired</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Financial statements
of the Company will be filed by an amendment to this Report within 60 days after this
Report must be filed.</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Pro forma financial information</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pro forma financial
information will be furnished with the aforementioned amendment.</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exhibits</FONT></TD></TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
    <TD WIDTH=10% ALIGN=RIGHT></TD>
    <TD WIDTH=80%></TD></TR>
<TR>
    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>Number</U></B></FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>Exhibit</U></B></FONT></TD></TR>

<TR>
    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.1</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Stock Purchase Agreement and
Share Exchange dated as of December 20, 2002 by
          and among Startcall.com, Inc. and Web Intelligence Technology, ApS and Arn
         Invest ApS.</FONT></TD></TR>
</TABLE>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SIGNATURES</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities and Exchange Act of 1934, the Company has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized. </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VISATOR, INC.</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:&nbsp;&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;
Anders Nielsen</FONT>
<HR WIDTH=49% ALIGN=LEFT NOSHADE SIZE=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Anders Nielsen<BR>President</FONT></TD></TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 31, 2002</FONT></P>
</BODY>
</HTML>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>f8kstckpuragr_startcall.htm
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STOCK
PURCHASE AGREEMENT AND SHARE EXCHANGE<BR><BR>
by and among<BR><BR>

<B>STARTCALL.COM, INC.</B><BR>
a Florida Corporation<BR><BR>
and<BR><BR>

<B>Web Intelligence Technology, ApS.<BR>
(Also Known As: Visator)</B><BR>
a Danish Corporation<BR><BR><BR><BR>

Effective as of December 6th, 2002</FONT></P>


<HR SIZE=3 COLOR=GRAY NOSHADE>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>STOCK
PURCHASE AGREEMENT AND SHARE EXCHANGE</B></FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE,</B> made and entered into this day
of December, 2002, by and among Startcall.com, Inc., a Florida corporation with
its principal place of business located at 1300 Collins Avenue, Suite 504, Miami
Beach, Florida 33139 (&#147;Startcall&#148;) and Web Intelligence Technology ApS
(&#147;Visator&#148;), a Danish Corporation with its principal place of business
at Kroghsgade 1, 2100 Copenhagen, Denmark and ARN Invest ApS, a Danish
Corporation, with its principal place of business at Poppelgade 1, 4th., 2200
K&#248;benhavn N, Denmark </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Premises</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement provides for the acquisition of Visator by Startcall whereby Visator shall become a wholly owned
subsidiary of Startcall and in connection therewith, the issuance of 79,500,000 ($ 0.000666 par value per share) shares of restricted
common stock of Startcall to the Visator Shareholders, as designated on Exhibit "A" and other consideration.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The boards of directors of Visator and Startcall have determined, subject to the terms and conditions set forth in
this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively.
This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Agreement</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived herefrom, it is hereby agreed as follows: </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE I</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>REPRESENTATIONS, COVENANTS AND WARRANTIES OF<BR>
STARTCALL.COM, INC.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As an inducement to and to obtain the reliance of Visator, Startcall represents
and warrants as follows:</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.1</B> <B>Organization. </B>Startcall is a corporation duly organized, validly
existing, and in good standing under the laws of Florida and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign corporation in the jurisdiction in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Included in the Startcall Schedules are complete and correct
copies of the articles of incorporation, bylaws and amendments thereto of
Startcall as in effect on the date hereof. The execution and delivery of this
Agreement does not and the consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not violate any provision of
Startcall&#146;s articles of incorporation or bylaws. Startcall has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, its bylaws or otherwise to authorize the execution and
delivery of this Agreement. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.2</B> <B>Capitalization</B>. The authorized capitalization of Startcall
consists of 50,000,000 Common Shares, $0.000666 par value per share, and no
Preferred Shares. As of the date hereof, Startcall has 25,033,882 common shares
issued and outstanding, of which 7,781,950 are unrestricted. Startcall is
presently a public company listed on the NASDAQ OTC Bulletin Board. Prior to the
Closing Date, Startcall will file an amendment to its Articles of Incorporation
increasing the authorized common stock to 150,000,000 shares and will undertake
a 1-25 reverse stock split decreasing the total issued and outstanding shares to
1,001,355 which must be completed before the close of this agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance therewith Startcall shall notify and file this corporate action with
the Company&#146;s stock transfer agent and will bear any and all costs relating
to the stock split and will notify and file this action with the NASD and the
OTCBB as required by NASD/OTCBB marketplace rules and procedures. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
issued and outstanding shares are legally issued, fully paid and nonassessable
and are not issued in violation of the preemptive or other rights of any person.
Startcall has no other securities, warrants or options authorized or issued. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.3 </B>&nbsp;&nbsp;&nbsp;<B>Tax Matters:&nbsp;&nbsp;&nbsp;Books and Records.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The books and records, financial and others, of Asturias are in all material
respects complete and correct and have been maintained in accordance with good
business accounting practices; and</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Startcall has no liabilities with respect to the payment of any country, federal, state, county, local or other
taxes (including any deficiencies, interest or penalties). Antonio Treminio, the President of Startcall, will assume any and
all outstanding liabilities owed by Startcall as of the Closing Date and indemnifies the Company its officers, directors,
assigns agents and subsidiaries against any action brought by any parties to collect any such liabilities.
</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.4</B> <B>Subsidiaries and Predecessor Corporations</B>. Startcall does not
have any other subsidiaries and does not own, beneficially or of record, any
shares of any other corporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.5</B> <B>Options and Warrants.</B> There are no existing options, warrants,
calls or commitments of any character to which Startcall is a party and by which
it is bound. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.6</B> <B>Litigation and Proceedings.</B> To the best of Startcall&#146;s
knowledge and belief, there are no actions, suits, proceedings or investigations
pending or threatened by or against Startcall, affecting Startcall or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of Startcall. Startcall does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default. Antonio
Treminio, the President of Startcall, will assume all outstanding liabilities
owed by Startcall as of the Closing Date. </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.7</B> <B>Material Contract Defaults.</B> To the best of Startcall&#146;s
knowledge and belief, Startcall is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
which is material to the business, operations, properties, assets or condition
of Startcall, and there is no event of default in any material respect under any
such contract, agreement, lease or other commitment in respect of which
Startcall has not taken adequate steps to prevent such a default from occurring. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.8</B> <B>No Conflict With Other Instruments</B>.The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Startcall is
a party or to which any of its properties or operations are subject. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1.9</B> <B>Governmental Authorizations.</B> To the best of Startcall&#146;s
knowledge, Startcall has all licenses, franchises, permits or other governmental
authorizations legally required to enable Startcall to conduct its business in
all material respects as conducted on the date hereof. Except for compliance
with federal and state securities and corporation laws, as hereinafter provided,
no authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Startcall of this Agreement and the consummation
of Startcall of the transactions contemplated hereby. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE II</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>REPRESENTATIONS, COVENANTS AND WARRANTIES<BR>
OF VISATOR</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As an inducement to, and to obtain the reliance of Startcall, Visator represents
and warrants as follows:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.1</B> <B>Organization.</B> Visator is a corporation duly organized, validly
existing and in good standing under the laws of Denmark and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign entity in the country or states in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Included in the Visator Schedules (as hereinafter defined) are
complete and correct copies of the Articles of Association and an Extract from
the Trade Register of Visator as in effect on the date hereof. The execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Visator&#146;s Articles of Association and Extract from
the Trade Register. Visator has full power, authority and legal right and has
taken all action required by law, its Articles of Association and Extract from
the Trade Register or otherwise to authorize the execution and delivery of this
Agreement. </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;<B>Section
2.2</B> <B>Capitalization.</B> The authorized capitalization of Visator consists
of 125,000 shares. As of the date hereof there are 125,000 Shares issued and
outstanding to ARN Invest ApS. All issued and outstanding Visator shares have
been legally issued, fully paid and are no assessable as of December 1, 2002.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.3 </B> <B>Subsidiaries</B>. Visator does not have any subsidiaries and does
not own, beneficially or of record, any shares of any corporation.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.4&nbsp;&nbsp;&nbsp;Tax Matters; Books &amp; Records</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The books and records, financial and others, of FishTheWorld are in all material
respects complete and correct and have been maintained in accordance with good
business accounting practices; and</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator has no liabilities with respect to the payment of any country, federal, state, county, local or other taxes
(including any deficiencies, interest or penalties).</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.5</B> <B>Information</B>. The information concerning Visator as set forth in
this Agreement and in the Visator Schedules is complete and accurate in all
material respects. The information provided herein is free from errors or
omissions. The statements made herein do not contain any untrue statements of
material fact nor do they omit or fail to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.6</B><B> Absence of Certain Changes or Events.</B> Except as described herein or in the Visator Schedules, since
December 1, 2002:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Visator has not: (i) amended its Articles of Association or Extract from the Trade Register;
(ii) waived any rights of value which in the aggregate are extraordinary or material considering the business of
Visator; (iii) made any material change in its method of management, operation or accounting; or (iv) made any
accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination
pay to any present or former officer or employee;</FONT></TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator has not: (i) granted or agreed to grant any options, warrants or other rights for its
certificates, bonds or other corporate securities calling for the issuance thereof, which option, warrant or other
right has not been canceled as of the Closing Date; (ii) borrowed or agreed to borrow any funds or incurred or
become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the
ordinary course of business; and</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
to the best knowledge of Visator, it has not become subject to any law or regulation which
materially and adversely affects, or in the future may adversely affect, the business, operations, properties,
assets or condition of Visator except for a potential claim by the organization, Danske Dagblades Forening (Danish
Newspaper Publishers' Association), who on behalf of their members, has requested that Visator cease making deep
linking to their Internet pages. The same association has commenced legal enforcement proceedings against a company,
which can, to some extent be compared with Visator. In this legal proceeding, a ruling has been made in favor of the
newspapers. The case will now be tried in a confirmatory case.</FONT></TD></TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.7</B> <B>Title and Related Matters.</B>Visator has good and marketable title
to and is the sole and exclusive owner of all of its properties, inventory,
interests in properties and assets, real and personal (collectively, the
&#147;Assets&#148;) which are reflected in the most recent Visator balance sheet
and the Visator Schedules or acquired after that date (except properties,
interests in properties and assets sold or otherwise disposed of since such date
in the ordinary course of business), free and clear of all liens, pledges,
charges or encumbrances. Except as set forth in the Visator Schedules and
Section 2.9 herein, Visator owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
Visator&#146;s business. Except as set forth in the Visator Schedules, no third
party has any right to, and Visator had not received any notice of infringement
of or conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a
materially adverse affect on the business, operations, financial conditions or
income of Visator or any material portion of its properties, assets or rights. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.8</B> <B>Litigation and Proceedings</B>. There are no actions, suits or
proceedings pending or, to the best of Visator&#146;s knowledge and belief,
threatened by or against or affecting Visator, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or foreign or
before any arbitrator of any kind that would have a material adverse effect on
the business, operations, financial condition, income or business prospects of
Visator except for a potential claim by the organization, Danske Dagblades
Forening (Danish Newspaper Publishers&#146; Association), who on behalf of their
members, has requested that Visator cease making deep linking to their Internet
pages. The same association has commenced legal enforcement proceedings against
a company, which can, to some extent be compared with Visator. In this legal
proceeding, a ruling has been made in favor of the newspapers. The case will now
be tried in a confirmatory case. Visator does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.9 Contracts.</B> On the Closing Date:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
There are no material contracts, agreements, franchises, license agreements, or other commitments to which Visator
is a party or by which it or any of its properties are bound except for a license agreement with a Singapore based company
named Visator Pte Ltd. which gives Visator Pte Ltd. the right to market and sell Visator Media Intelligence to the danish
market, in exchange for a share of the revenue. In addition, Mr. Kristiansen has an agreement with ARN INVEST ApS whereby
he will receive 26,500,000 shares of restricted stock in exchange for foregoing the debt of 1,500,000 dkk and contributing
an additional 500,000 dkk to Visator. Mr. Kristiansen can exercise this option from the Closing Date to 45 days after the
Closing Date of this Agreement. If Mr. Kristiansen does not exercise his option, the debt of 1,500,000 dkk will be repaid
by Visator.</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator is not a party to any contract, agreement, commitment or instrument or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially
and adversely affects, or in the future may (as far as Visator can now foresee) materially and adversely affect, the
business, operations, properties, assets or conditions of Visator; and</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator is not a party to any material oral or written: (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension,
benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security
Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any
obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties
of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other similar contract with an unexpired
term of more than one year or providing for payments in excess of $10,000 in the aggregate except for an agreement
with Jesper Toft is a Management Consultant Agreement which commitment exceeds USD 10,000; (vi) collective
bargaining agreement; (vii) contract, agreement, or other commitment involving payments by it for more than
$10,000 in the aggregate.</FONT></TD></TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.10</B> <B>No Conflict With Other Instruments</B>.The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Visator is a
party or to which any of its properties or operations are subject. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.11</B> <B>Material Contract Defaults.</B> To the best of Visator&#146;s
knowledge and belief, Visator is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
which is material to the business, operations, properties, assets or condition
of Visator, and there is no event of default in any material respect under any
such contract, agreement, lease or other commitment in respect of which Visator
has not taken adequate steps to prevent such a default from occurring. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.12</B> <B>Governmental Authorizations.</B> To the best of Visator&#146;s
knowledge, Visator has all licenses, franchises, permits and other governmental
authorizations that are legally required to enable it to conduct its business
operations in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities or corporation laws, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Visator of the transactions contemplated hereby. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.13</B> <B>Compliance With Laws and Regulations</B>. To the best of
Visator&#146;s knowledge and belief, Visator has complied with all applicable
statutes and regulations of any federal, state or other governmental entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely affect the business; operations, properties, assets or condition of
Visator or would not result in Visator&#146;s incurring any material liability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.14</B> <B>Insurance.</B> All of the insurable properties of Visator are
insured for Visator&#146;s benefit. In accordance therewith, the insurance
policies disclosed in the Visator Schedules are valid and enforceable and or
alternate policies which provide substantially equivalent coverage will be
procured and in full force at the Closing Date. Upon closing, and as soon as
possible the board of directors of will take the necessary steps in an to
acquire officer and director liability insurance. (Based on counsel for the
acquirer&#146;s estimates and in reliance thereof the expected cost of this
insurance will be approx. $25,000 annually). </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.15</B> <B>Approval of Agreement</B>. The holders of all of the Common Voting
Shares outstanding of Visator have authorized the execution and delivery of the
Agreement by Visator and have approved the transactions contemplated hereby. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.16</B> <B>Material Transactions or Affiliations.</B> As of the Closing Date,
there will exist no material contract, agreement or arrangement between Visator
and any person who was at the time of such contract, agreement or arrangement an
officer, director or person owning of record, or known by Visator to own
beneficially, ten percent (10%) or more of the issued and outstanding Common
Shares of Visator and which is to be performed in whole or in part after the
date hereof; except for an agreement between ARN Invest ApS and Jesper Toft
whjch gives Jesper Toft a right to a call option for a number of shares in ARN
Invest ApS. Visator has no commitment, whether written or oral, to lend any
funds to, borrow any money from or enter into any other material transactions
with, any such affiliated person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.17 Labor Relations.</B> Visator has never had a work stoppage resulting from labor problems.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.18</B> <B>Visator Schedules</B>. Upon execution hereof, Visator shall deliver
to Startcall the following schedules, which are collectively referred to as the
&#147;Visator Schedules&#148; which are dated the date of this Agreement, all
certified by an officer of Visator to be complete, true and accurate: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
complete and correct copies of the certificate of incorporation, bylaws and amendment (or Danish equivalent equivalent)
thereto of Visator as in effect as of the date of this Agreement;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
copies of financial statements of Visator for the previous eighteen (18) months
prior to the closing date.</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
copies of income and any other tax returns of Visator for the previous eighteen
(18) prior to the closing date</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
all contracts of Visator presently in effect including those contracts which
have not been fully executed but are in effect;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Disclosure Statement, and Officers and Directors Questionnaires;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
the description of any material adverse change in the business, operations, property, assets, or
condition of Visator since December 1, 2002 required to be provided pursuant
to Section 2.5;</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
copies of any correspondence between Visator and the Danish newspaper association; and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
any other information, together with any required copies of documents,
required to be disclosed in the Visator Schedules by Sections 2.1 through 2.17.</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
List of current Visator clients</FONT></TD></TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Visator
shall cause the Visator Schedules and the instruments to be delivered to
Startcall hereunder to be updated after the date hereof up to and including the
Closing Date. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2.19 Business Operations. </B>Visator represents that it has averaged at least
$30,000 in monthly sales for the three months prior to the execution of this
Agreement and that the client list attached hereto is true and accurate as of
the Closing Date. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE III</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>EXCHANGE PROCEDURE AND OTHER CONSIDERATION</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.1</B> <B>Share Exchange/Delivery of Visator Securities</B>. On the Closing
Date, the holders of Visator Common Shares (or the Danish equivalent) shall
deliver to Startcall (i) certificates or other documents evidencing all of the
issued and outstanding Visator Common Shares, duly endorsed in blank or with
executed power attached thereto in transferable form (or its Danish equivalent).
On the Closing Date, all previously issued and outstanding Common Shares of
Visator (or its Danish equivalent) shall be canceled and all rights in respect
thereof shall cease and Startcall shall receive such shares in Visator so that
Visator shall become a wholly owned subsidiary of Startcall. Visator&#146;s
local legal counsel in Denmark shall take all appropriate action in Denmark to
confirm such transaction. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.2</B> <B>Issuance of Visator Common Shares</B>. In exchange for all of the
Visator Common Shares tendered pursuant to Section 3.1, Startcall shall issue an
aggregate of 79,500,000 &#147;restricted&#148; Startcall Common Shares to ARN
INVEST ApS. Such shares shall be &#147;restricted&#148; and during the period
commencing on the Closing Date hereof and ending 13 months thereafter, the
holders thereof will not; (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (2) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Common Stock, whether any
such transaction described in clause (1) or (2) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.3</B> <B>Events Prior to Closing</B>. Upon execution hereof or as soon
thereafter as practical, management of Visator and Startcall shall execute,
acknowledge and deliver (or shall cause to be executed, acknowledged and
delivered) any and all certificates, opinions, financial statements, schedules,
agreements, resolutions rulings or other instruments required by this Agreement
to be so delivered, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced herein below. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.4</B> <B>Closing</B>. The closing (&#147;Closing&#148;) of the transactions
contemplated by this Agreement shall be on or about December 20th, 2002
(&#147;Closing Date&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.5 Terminations.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Agreement may be terminated by the board of directors or majority interest of Shareholders of either
Startcall or Visator, respectively, at any time prior to the Closing Date if:</FONT></TD></TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;there shall be any action or proceeding before any court or any governmental body which shall seek
to restrain, prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of
such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to
proceed with the exchange contemplated by this Agreement; or</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval
is required to consummate such transactions.</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In the event of termination pursuant to this paragraph (a) of this Section 3.7, no
obligation, right, or liability shall arise hereunder and each party shall bear
all of the expenses incurred by it in connection with the negotiation, drafting
and execution of this Agreement and the transactions herein contemplated; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors
of Startcall if Visator shall fail to comply in any material respect with any of its covenants or agreements contained in
this Agreement or if any of the representations or warranties of Visator contained herein shall be inaccurate in any
material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Visator.
If this Agreement is terminated pursuant to this paragraph (b) of this Section 3.7, this Agreement shall be of no further
force or effect and no obligation, right or liability shall arise hereunder.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors
of Visator if Startcall shall fail to comply in any material respect with any of its covenants or agreements contained in
this Agreement or if any of the representations or warranties of Startcall contained herein shall be inaccurate in any
material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to
Startcall. If this Agreement is terminated pursuant to this paragraph (b) of this Section 3.7, this Agreement shall be of
no further force or effect and no obligation, right or liability shall arise hereunder.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.6</B> <B>Directors of Visator After Acquisition</B>. Upon the Closing, the
current board of directors of Startcall shall call a special meeting of the
board of directors wherein the current directors of Startcall shall nominate and
cause their votes to be cast to elect a majority of the board of directors as
designated by the management of Visator. Subsequent to such action and at the
same meeting of the board of directors the pre-existing board of directors of
Startcall shall tender their resignation effective immediately and cause to be
filed any necessary filings with the U.S. Securities and Exchange Commission. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The New Board of Directors
of the "New Co. Visator" shall be comprised of the following persons:</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Anders Nielsen<BR>
Lars Kristiansen<BR>
Jesper Toft</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each director shall hold
office until his successor shall have been duly elected and shall have qualified
or until his earlier death, resignation or removal. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3.7</B> <B>Officers of Startcall.</B> Upon the closing, the following persons
shall be elected as officers of the &#147;New Co. Visator&#148; in accordance
with procedures set forth in the Visator&#146;s bylaws: </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 ALIGN=CENTER WIDTH=75%>
<TR VALIGN=TOP>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>NAME</U></FONT></TD>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>OFFICE</U></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Anders Nielsen</FONT></TD>
     <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
President, Chief Executive Officer, Secretary,<BR>
And Chief Financial Officer</FONT></TD></TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE IV</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SPECIAL COVENANTS</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4.1</B> <B>Access to Properties and Records.</B> Prior to closing, Visator and
Startcall will each afford to the officers and authorized representatives of the
other full access to the properties, books and records of Visator and Startcall
as the case may be, in order that each may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of Visator and
Startcall as the case may be, as the other shall from time to time reasonably
request. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4.2</B> <B>Availability of Rule 144</B>. Each of the parties acknowledge that
the stock of Startcall to be issued pursuant to this Agreement will be
&#147;restricted securities, &#148; as that term is defined in Rule 144
promulgated pursuant to the Securities Act. Startcall is under no obligation to
register such shares under the Securities Act, or otherwise. The stockholders of
Startcall holding restricted securities of Startcall as of the date of this
Agreement and their respective heirs, administrators, personal representatives,
successors and assigns, are intended third party beneficiaries of the provisions
set forth herein. The covenants set forth in this Section 4.2 shall survive the
Closing and the consummation of the transactions herein contemplated.
Notwithstanding Rule 144, all &#147;restricted&#148; shares issued in accordance
with this Agreement shall be restricted for thirteen (13) months from the date
of issuance in accordance with section 3.2 of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4.3</B> <B>Special Covenants and Representations Regarding the Visator Common
Shares to be Issued in the Exchange</B>. The consummation of this Agreement,
including the issuance of the Startcall Common Shares to the Shareholders of
Visator as contemplated hereby, constitutes the offer and sale of securities
under the Securities Act, and applicable state statutes. Such transaction shall
be consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes which depend, inter alia, upon the
circumstances under which the Visator Shareholders acquire such securities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4.4</B> <B>Third Party Consents</B>. Visator and Startcall agree to cooperate
with each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
Section 4.5 Actions Prior and Subsequent to Closing.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
From and after the date of this Agreement until the Closing Date and except as set forth in the Visator
Schedules or as permitted or contemplated by this Agreement, Visator will each
use its best efforts to:</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;carry on its business in
substantially the same manner as it has heretofore;</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;maintain and keep its properties in states of good repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage due to casualty;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;maintain in full force and effect insurance comparable in amount and in scope of coverage to that
now maintained by it;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;perform in all material respects all of its obligations under material contracts, leases and
instruments relating to or affecting its assets, properties and business;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;maintain and preserve its business organization intact, to retain its key employees and to
maintain its relationship with its material suppliers and customers; and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;fully comply with and perform in all material respects all obligations and duties imposed on it by
all federal and state laws and all rules, regulations and orders imposed by federal or state governmental
authorities in Denmark.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
From and after the date of this Agreement until the Closing Date, Visator will not, without the prior
consent of Startcall:</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;except as otherwise specifically set forth herein, make any change in its articles of
incorporation or bylaws;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required
by law, or effect any stock split or otherwise change its capitalization, except as provided herein;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;enter into or amend any employment, severance or similar agreements or arrangements with any
directors or officers;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;grant, confer or award any options, warrants, conversion rights or other rights not existing on
the date hereof to acquire any Common Shares; or</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;purchase or redeem any Common Shares.</FONT></TD>
</TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4.6 Indemnification.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator, hereby agree to indemnify Startcall and each of the officers, agents and directors of
Startcall as of the date of execution of this Agreement including, but not limited to Antonio Treminio, against any
loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against and litigation, commenced or threatened or any claim
whatsoever), to which it or they may become subject to arising out of or based on any inaccuracy appearing in or
misrepresentation made in this Agreement. The indemnification provided for in this Section shall survive the
Closing and consummation of the transactions contemplated hereby and termination
of this Agreement; and</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Antonio Treminio hereby agrees to indemnify Visator and each of the officers, agents and directors
of Visator as of the date of execution of this Agreement including but not limited to Anders Nielsen, Jesper Toft,
Lars Kristiansen, against any loss, liability, claim, damage or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or
threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any
inaccuracy appearing in or misrepresentation made in this Agreement. In addition, Antonio Treminio hereby agrees to
indemnify Visator and each of the officers, agents and directors of Visator as of the date of execution of this
Agreement including but not limited to Anders Nielsen, Jesper Toft, Lars Kristiansen, against any loss, liability,
claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to
which it or they may become subject arising from any shareholder of Startcall prior to the Closing Date, even if
such lawsuit is commenced after the Closing Date. The indemnification provided for in this Section shall survive the
Closing and consummation of the transactions contemplated hereby and termination of this Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE V</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CONDITIONS PRECEDENT TO OBLIGATIONS OF STARTCALL</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
obligations of Startcall under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.1</B> <B>Accuracy of Representations.</B> The representations and warranties
made by Visator in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and Visator shall have performed or compiled with all
covenants and conditions required by this Agreement to be performed or complied
with by Visator prior to or at the Closing. Startcall shall be furnished with a
certificate, signed by a duly authorized officer of Visator and dated the
Closing Date, to the foregoing effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.2</B> <B>Shareholder Approval</B>. The Majority Shareholders of Visator shall
have approved this Agreement and the transactions contemplated herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.3</B> <B>Officer&#146;s Certificate</B>. Startcall shall have been furnished
with a certificate dated the Closing Date and signed by a duly authorized
officer of Visator to the effect that: (a) the representations and warranties of
Visator set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; (b) Visator has performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of this Agreement to be performed, satisfied or complied with by it
as of the Effective Date; (c) since such date and other than as previously
disclosed to Startcall and Visator has not entered into any material transaction
other than transactions which are usual and in the ordinary course if its
business; and (d) No litigation, proceeding, investigation or inquiry is pending
or, to the best knowledge of Visator, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated by
this Agreement or, to the extent not disclosed in the Visator Schedules, by or
against Visator which might result in any material adverse change in any of the
assets, properties, business or operations of Visator except for a potential
claim by the organization, Danske Dagblades Forening (Danish Newspaper
Publishers&#146; Association), who on behalf of their members, has requested
that Visator cease making deep linking to their Internet pages. The same
association has commenced legal enforcement proceedings against a company, which
can, to some extent be compared with Visator. In this legal proceeding, a ruling
has been made in favor of the newspapers. The case will now be tried in a
confirmatory case. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.4</B> <B>No Material Adverse Change</B>. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations or Visator. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.5</B> <B>Opinion of Counsel to Visator</B>. Startcall shall receive an opinion
dated the Closing date by counsel to Visator, in substantially the following
form: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator is a corporation duly organized, validly existing, and in good standing under the laws of Denmark
and has the corporate power and is duly authorized, qualified, franchised and licensed under all material applicable laws,
regulations, ordinances and orders of public authorities to own all of its properties and assets and to conduct its business
as now conducted, including qualification to do business as a foreign corporation in the states in which the character and
location of the assets owned by it or the nature of the business transacted by it
requires qualifications;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To the best knowledge of such legal counsel, the execution and delivery by Visator of this Agreement and
the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not conflict
with or result in the breach of any term or provision of Visator's certificate of incorporation or Bylaws or violate any
court order, writ, injunction or decree applicable to Visator, or its properties or assets;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All issued and outstanding Share Certificates are legally issued, fully paid and nonassessable. Except as
set forth in the Visator Schedules, to the best knowledge of such legal counsel, there are no outstanding subscriptions,
options, rights, warrants, convertible securities or other agreements or commitments obligating Visator to issue any
additional Share Certificates.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Agreement has been duly and validly authorized, executed and delivered by Visator;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To the best knowledge of such legal counsel, except as set forth in the Visator Schedules, there are no
actions, suits or proceedings pending or threatened by or against or affecting Visator or its properties, at laws or in
equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of
any kind except for a potential claim by the organization, Danske Dagblades Forening (Danish Newspaper Publishers'
Association), who on behalf of their members, has requested that Visator cease making deep linking to their Internet pages.
The same association has commenced legal enforcement proceedings against a company, which can, to some extent be compared
with Visator. In this legal proceeding, a ruling has been made in favor of the newspapers. The case will now be tried in a
confirmatory case;</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator has taken all actions required by the applicable laws of Denmark to permit the acquisition of the
outstanding shares of Visator into Startcall.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.6 1934 Securities Act Filings.</B> Visator will be required to keep the
Company current in its filing pursuant to the Securities Exchange Act of 1934,
including the filing of an 8K within fifteen (15) days after the closing and
amended 8K with two years audited financial statements within sixty days after
filing of the initial 8K. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5.7</B> <B>Other Items.</B> Startcall shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as Startcall may reasonably request. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE VI</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CONDITIONS PRECEDENT TO OBLIGATIONS OF VISATOR</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
obligations of Visator under this Agreement are subject to the satisfaction, at
or before the Closing date (unless otherwise indicated herein), of the following
conditions: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6.1</B> <B>Accuracy of Representations</B>. The representations and warranties
made by Startcall in this Agreement were true when made and shall be true as of
the Closing Date (except for changes therein permitted by this Agreement) with
the same force and effect as if such representations and warranties were made at
and as of the Closing Date, and Startcall shall have performed and complied with
all covenants and conditions required by this Agreement to be performed or
complied with by Startcall prior to or at the Closing. Visator shall have been
furnished with a certificate, signed by a duly authorized executive officer of
Startcall and dated the Closing Date, to the foregoing effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6.2</B> <B>Officer&#146;s Certificate.</B> Visator shall be furnished with a
certificate dated the Closing date and signed by a duly authorized officer of
Startcall to the effect that: (a) the representations and warranties of
Startcall set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; and (b) Startcall had performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of the Agreement to be performed, satisfied or complied with by it as
of the Effective Date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6.3</B> <B>No Material Adverse Change</B>. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations or nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of Startcall. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6.4</B> <B>Opinion of Counsel to Startcall. </B> Visator shall receive an
opinion dated the Closing Date of Anslow &amp; Jaclin, LLP, counsel to
Startcall, in substantially the following form: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Startcall is a corporation duly organized, validly existing, and in good standing under the laws
of the state of Florida and has the corporate power and is duly authorized, qualified, franchised, and licensed
under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being conducted, including qualification
to do business as a foreign corporation in the states in which the character and location of the assets owned by it
or the nature of the business transacted by it requires qualification;</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To the best knowledge of such legal counsel, the execution and delivery by Startcall of this
Agreement and the consummation of the transactions contemplated by this Agreement in accordance with the terms
hereof will not conflict with or result in the breach of any term or provision of Startcall's articles of
incorporation or bylaws or constitute a default or give rise to a right of termination, cancellation or acceleration
under any material mortgage, indenture, deed of trust, license agreement or other obligation or violate any court
order, writ, injunction or decree applicable to Startcall or its properties or assets;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The current authorized capitalization of Startcall consists of 150,000,000 shares of Common Stock,
par value $0.000666 per share and 10,000,000 shares of Preferred Stock, par value $0.000666 per share.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Startcall Common Shares to be issued to the Visator Shareholders pursuant to the terms of this
Agreement will be, when issued in accordance with the terms hereof, legally issued, fully paid and non-assessable;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Agreement has been duly and validly authorized, executed, and delivered and constitutes the
legal and binding obligation of Startcall, except as limited by bankruptcy and insolvency laws and by other laws
affecting the rights of creditors generally;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To the best knowledge of such legal counsel, there are no actions, suits or proceedings pending or
threatened by or against Startcall or affecting Startcall's properties, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind; and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Startcall have taken all actions required by the applicable laws of the state of Florida to permit
the issuance of the Startcall Common Shares to the Visator Shareholder.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6.5 Issuance of Shares. </B>If Startcall is not successful in issuing the
planned shares as set forth in this Agreement and if such shares are not later
transferred to the current shareholders in Visator, then this Agreement will be
immediately rescinded. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ARTICLE VII</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MISCELLANEOUS</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.1</B> <B>Brokers and Finders</B>. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement except for Jeppe
Hansen at Bridgehead, who will receive 350,000 in restricted shares from ARN
Invest ApS upon closing of this agreement. The parties each agree to indemnify
the other against any claim by any third person not listed in Schedule 7.1 for
any commission, brokerage or finder&#146;s fee or other payment with respect to
this Agreement or the transactions contemplated hereby based on any alleged
agreement or understanding between the indemnifying party and such third person,
whether express or implied from the actions of the indemnifying party. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.2 Press Releases.</B> Visator will be required to release a minimum of three
press releases within the first 30 days of the Closing Date and the Company
starts trading under the new symbol. Thereafter, Visator will be required to
release a minimum of two press releases per month for the following six months. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.3 Law. Forum and Jurisdiction.</B> This Agreement shall be construed and interpreted in accordance with the
laws of the State of Florida, United States of America.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.4</B> <B>Notices</B>. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to Startcall:</FONT></TD>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Anslow &amp; Jaclin, LLP<BR>
4400 Route 9, 2nd Floor<BR>Freehold, New Jersey 07728</FONT>
</TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to Visator:</FONT></TD>
     <TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Visator<BR>
c/o Web Intelligence Technology ApS<BR>
Kroghsgade 1, 4 tv.<BR>
2100 Copenhagen<BR>
Denmark</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or such other addresses as
shall be furnished in writing by any party in the manner for giving notices
hereunder, and any such notice or communication shall be deemed to have given as
of the date so delivered, mailed or telegraphed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.5</B> <B>Confidentiality</B>. Each party hereto agrees with the other parties
that, unless and until the reorganization contemplated by this Agreement has
been consummated, they and their representatives will hold in strict confidence
all data and information obtained with respect to another party or any
subsidiary thereof from any representative, officer, director or employee, or
from any books or records or from personal inspection, of such other party, and
shall not used such data or information or disclose the same to others, except:
(i) to the extent such data is a matter of public knowledge or is required by
law to be published; and (ii) to the extent that such data or information must
be used or disclosed in order to consummate the transactions contemplated by
this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.6</B> <B>Schedules; Knowledge</B>. Each party is presumed to have full
knowledge of all information set forth in the other party&#146;s schedules
delivered pursuant to this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.7</B> <B>Third Party Beneficiaries</B>.This contract is solely among Visator,
Visator Shareholders, Startcall and except as specifically provided, no
director, officer, stockholder, employee, agent, independent contractor or any
other person or entity shall be deemed to be a third party beneficiary of this
Agreement. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.8</B> <B>Entire Agreement.</B>This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. This Agreement alone
fully and completely expresses the agreement of the parties relating to the
subject matter hereof. There are no other courses of dealing, understanding,
agreements, representations or warranties, written or oral, except a set forth
herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.9 Survival; Termination</B>. The representations, warranties and covenants of
the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for 18 months. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.10</B> <B>Counterparts</B>. This Agreements may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.11</B> <B> Amendment or Waiver.</B> Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.12</B> <B>Incorporation of Recitals.</B>All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.13</B> <B>Expenses</B>. Each party herein shall bear all of their respective
costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the
preparation thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.14</B> <B>Headings; Context</B>. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and do not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.15</B> <B>Benefit</B>. This Agreement shall be binding upon and shall insure
only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.16</B> <B>Severability</B>. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.17</B> <B>Failure of Conditions; Termination</B>.In the event of any of the
conditions specified in this Agreement shall not be fulfilled on or before the
Closing Date, either of the parties have the right either to proceed or, upon
prompt written notice to the other, to terminate and rescind this Agreement
without liability to any other party. The election to proceed shall not affect
the right of such electing party reasonably to require the other party to
continue to use its efforts to fulfill the unmet conditions. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.18</B> <B>No Strict Construction.</B> The language of this Agreement shall be
construed as a whole, according to its fair meaning and intendment, and not
strictly for or against wither party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7.19</B> <B>Execution Knowing and Voluntary</B>. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprized of its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind. </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19</FONT></P>

<HR SIZE=3 COLOR=GRAY NOSHADE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
WITNESS WHEREOF</B>, the corporate parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized, and entered
into as of the date first above written. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=75%>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ATTEST:<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>STARTCALL.COM, INC.</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Antonio Treminio</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Antonio Treminio, President</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WITNESS:<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>&nbsp;</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
/s/&nbsp;&nbsp;&nbsp;Stanley Merdinger</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Stan Merdinger</FONT></TD></TR>
</TABLE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=75%>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ATTEST:<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>VISATOR Shareholders<BR>
For ARN Invest ApS</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Anders Nielsen</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Mr. Anders Nielsen</FONT></TD></TR>

<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>&nbsp;</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Rune Schmidt Nielsen</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Mr. Rune Schmidt Nielsen</FONT></TD></TR>

<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>&nbsp;</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Niels Gatzwiller</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Mr. Niels Gatzwiller</FONT></TD></TR>
</TABLE>
<BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=75%>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ATTEST:<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Web Intelligence Technology ApS</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Anders Nielsen</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Mr. Anders Nielsen</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;<BR><BR></FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>&nbsp;</B>
<BR><BR></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Jesper Toft</FONT>
<HR WIDTH=90% NOSHADE SIZE=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Mr. Jesper Toft</FONT></TD></TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20</FONT></P>

<HR SIZE=3 COLOR=GRAY NOSHADE>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>EXHIBIT "A"</B></FONT></P>

<HR WIDTH=50% ALIGN=CENTER NOSHADE SIZE=2>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>LIST OF
VISATOR SHAREHOLDERS</B></FONT></P>

<HR WIDTH=50% ALIGN=CENTER NOSHADE SIZE=2>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 ALIGN=CENTER WIDTH=65%>
<TR VALIGN=TOP>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Name</U></FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>% of Shares</U></FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARN Invest ApS</FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100%</FONT>
<HR WIDTH=34% NOSHADE SIZE=1 ALIGN=LEFT></TD></TR>
<TR VALIGN=TOP>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TOTAL</FONT></TD>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100%</FONT>
<HR WIDTH=34% NOSHADE SIZE=3 ALIGN=LEFT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>21</FONT></P>

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