0001144204-06-055006 Sample Contracts

Share Exchange Agreement
Share Exchange Agreement • December 29th, 2006 • Fuqi International, Inc. • Nevada

This Share Exchange Agreement, dated as of November 20, 2006, is made by and among VT Marketing Services, Inc. a Nevada corporation (prior to the Closing Date, the “Acquiror Company;” and after the Closing Date, “VTM”), the Person listed on Exhibit B hereto (“Shareholder”) and Fuqi International Holdings Co., Ltd., a British Virgin Islands corporation (the “Company”).

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visitalk.com, Inc. Bankruptcy Plan Distribution WARRANTS IN VISITALK CAPITAL CORPORATION AND ITS OPERATING SUBSIDIARIES CLASSES 1 THROUGH 7 Master Warrant Agreement and related information Booklet
Plan Warrant Agreement • December 29th, 2006 • Fuqi International, Inc.

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

Property Lease Agreement
Property Lease Agreement • December 29th, 2006 • Fuqi International, Inc.

Governing by the “Contract Laws of Peoples’ Republic of China” ,“Municipal Property Management Regulation of Peoples’ Republic of China”, “Lease Property Rules of Shenzhen Special Economic Zone” and other relevant executive rulings, Party A and Party B have mutually negotiated and entered into this agreement:

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