Common use of Date of Conversion Clause in Contracts

Date of Conversion. Conversion Price: ------------------------------------------------------------- Number of Shares of Preferred Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005

Date of Conversion. Conversion Price: ------------------------------------------------------------- ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- Number of Shares of Preferred Common Stock Beneficially Owned on the Conversion Dateto be Issued: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print -------------------------- Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit ---------------------------------------------------------------- EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT AND THE COMMON NOR ANY OF SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED TRANSFERRED, ASSIGNED, ENCUMBERED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL REASONABLY SATISFACTORY TO VOIPIN COMPARABLE TRANSACTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. Right to Purchase 5,000,000 shares of Common Stock of VoIPPEAK ENTERTAINMENT HOLDINGS, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005INC.

Date of Conversion. Conversion Price: ------------------------------------------------------------- Accrued Interest: ------------------------------------------------------------- Number of Shares of Preferred Common Stock Beneficially Owned on the Conversion Dateto be Issued: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered-------------------------------- Name: ------------------------------------------------------- ------------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT AND THE COMMON NOR ANY OF SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED TRANSFERRED, ASSIGNED, ENCUMBERED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL REASONABLY SATISFACTORY IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO VOIPRULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ Issue (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date: ") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), 2005at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Signature: ------------------------------------ Name: ----------------------------------------- Signature Guarantee: -------------------------- Address: -------------------------------------- ---------------------------------------------- Social Security No. --------------------------- *The Conversion Price: ------------------------------------------------------------- Number Date shall be the third business day following the Company's receipt of Shares of the original stock certificate evidencing the Series B Preferred Stock Beneficially Owned on with executed stock powers and signatures guaranteed and the Notice of Conversion Date: Less than 5% or, in the case of a Mandatory Conversion, the outstanding Preferred Stock date set forth in the Notice of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit Conversion. EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 OF DEBENTURE NEITHER THIS WARRANT AND DEBENTURE NOR THE COMMON SHARES STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT CONVERSION HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN COUNTRY. THIS WARRANT THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLDOFFERED, OFFERED FOR SALERESOLD, PLEDGED OR HYPOTHECATED IN TRANSFERRED EXCEPT IF SUCH TRANSACTION IS REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR IF SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION, AS CONFIRMED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INCTHE COMPANY. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. D-_ US $_________ COMMODORE HOLDINGS LIMITED 11% CONVERTIBLE SUBORDINATED DEBENTURE DUE __________, 2006 FOR VALUE RECEIVED, COMMODORE HOLDINGS LIMITED, a Bermuda corporation (the "Company"), promises to pay to ____________________________, the registered Holder hereof (the "Holder"), the principal sum of ____________________ Issue Date: on __________, 20052006 (the "Maturity Date") and to pay interest on the principal sum outstanding, in arrears, at the end of each calendar quarter, beginning on March 31, 2000, at the rate of 11% per annum, accruing from the date on which the Company receives the principal amount of this Debenture in cleared funds. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrual of interest shall commence on the first such business day to occur after the date on which the Company receives the principal amount of this Debenture in cleared funds and continue until payment in full of the principal sum has been made in cash or this Debenture is converted as provided herein. Subject to the provisions of Section 4 below, interest on this Debenture is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company shall pay the principal of and interest upon this Debenture, less any amounts required by law to be deducted, to the Holder of this Debenture at the address of such Holder which is the last address appearing on the Debenture Register of the Company for such Holder. The forwarding of such payment shall constitute a payment of principal and/or interest, as the case may be, hereunder and shall satisfy and discharge the liability for principal and/or interest, as the case may be, on this Debenture to the extent of the sum represented by such payment plus any amounts so deducted. This Debenture is subject to the following additional provisions:

Date of Conversion. Number of Preferred Shares to be converted: -------- Stock certificate no(s). of Preferred Shares to be converted: --------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES ____ NO____ Please confirm the following information: Conversion Price: ------------------------------------------------------------- --------------------------------------------------- Number of Shares of Preferred Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock to be issued: --------------------------------------------------- Number of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________ Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue Dateto: --------------------------------------------------- --------------------------------------------------- Facsimile Number: --------------------------------------------------- Authorization: --------------------------------------------------- By: ------------------------------------------- Title: -------------------------------------------- Dated: EXHIBIT II FORM OF EXERCISE NOTICE EXERCISE FORM ASTRATA GROUP INCORPORATED The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Astrata Group Incorporated covered by the within Warrant. Dated: _________________ Signature __________________________ Address __________________________ __________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, 2005_________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature __________________________ Address __________________________ __________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature __________________________ Address __________________________ __________________________ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Transfer Agent] Attn: _____________ Re: Astrata Group Incorporated Ladies and Gentlemen: We are counsel to Astrata Group Incorporated, a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Series A Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated as of October 12, 2006, by and among the Company and the purchasers named therein (collectively, the "Purchasers") pursuant to which the Company issued to the Purchasers shares of its Series A Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Shares") and warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "Registration Rights Agreement"), dated as of October 12, 2006, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2006, the Company filed a Registration Statement on Form SB-2 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names each of the present Purchasers as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: ----------------------------------- cc: [LIST NAMES OF PURCHASERS] EXHIBIT H to the SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT FOR ASTRATA GROUP INCORPORATED FORM OF OPINION OF COUNSEL

Date of Conversion. Conversion Price: ------------------------------------------------------------- Number of Shares of Preferred Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. --------------------------------------------------------------- Shares To Be Delivered: ------------------------------------------------------- --------------------------------------------------------- Signature: -------------------------------------------------------------------- ---------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- --------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit B - Pg. 15 ------------------------------------------------------------------------ ------------------------------------------------------------------------ EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 OF OBLIGATION CLOSING CONVERTIBLE NOTE THIS WARRANT NOTE AND THE COMMON SHARES STOCK ISSUABLE UPON EXERCISE CONVERSION OF THIS WARRANT NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT NOTE AND THE COMMON SHARES STOCK ISSUABLE UPON EXERCISE CONVERSION OF THIS WARRANT NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIPADVANCED OPTICS ELECTRONICS, INC. ., THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005CONVERTIBLE NOTE

Date of Conversion. Conversion Price: ------------------------------------------------------------- --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of Shares of Preferred Common Stock Beneficially Owned on the Conversion Dateto be Issued: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered---------------------------------- Name: ------------------------------------------------------- --------------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- ---------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit ------------------------------------------------------------------------ EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT AND THE COMMON NOR ANY OF SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED TRANSFERRED, ASSIGNED, ENCUMBERED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL REASONABLY SATISFACTORY IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO VOIPRULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ Issue (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date: ") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), 2005at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------------------------------------------- ------------------------- Number of shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares of Preferred Stock Beneficially Owned are being converted and, if applicable, any check drawn on the Conversion Date: Less than 5% an account of the outstanding Preferred Stock of VoIP, Inc. Shares To Be DeliveredCompany in the following name and to the following address: ------------------------------------------------------- SignatureIssue to: -------------------------------------------------------------------- Print Name------------------------- ------------------------- Facsimile Number: ------------------------------------------------------------------- Address------------------------- Authorization: ---------------------------------------------------------------------- Exhibit B - Pg. 15 ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIPII COMPUTER MOTION, INC. THAT SUCH REGISTRATION IS NOT REQUIREDFORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. Right The undersigned _______________, pursuant to Purchase 5,000,000 the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of VoIPComputer Motion, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT Nocovered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ Issue Date: hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, 2005attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------

Date of Conversion. Aggregate Principal Amount to be converted: ----------------------- Debenture number(s) of Debenture to be converted: ----------------- Please confirm the following information: ------------------------- Conversion Price: ------------------------------------------------------------- ------------------------------------------------- Number of Shares shares of Preferred Common Stock Beneficially Owned to be issued: -------------------- Please issue the Common Stock into which the Debenture is being converted and, if applicable, any check drawn on the Conversion Date: Less than 5% an account of the outstanding Preferred Stock of VoIP, Inc. Shares To Be DeliveredCompany in the following name and to the following address: ------------------------------------------------------- SignatureIssue to: -------------------------------------------------------------------- Print --------------------------------------------------------- Facsimile Number: ------------------------------------------------- Authorization: By: ------------------------------------------------ Name: ------------------------------------------------------------------- AddressTitle: ---------------------------------------------------------------------- Exhibit Dated: ------------------ Account Number (if electronic book entry transfer): --------------------------- Transaction Code Number (if electronic book entry transfer): ------------------ EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE SOLDARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER. JANUARY __, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP2005 ______ shares Warrant No. __ IGEN INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 5,000,000 shares of Common Stock of VoIP, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. Registered Owner: _____________ Issue Date: _____This certifies that, 2005for value received, IGEN International, Inc., a Delaware corporation, the ("COMPANY") grants the following rights to the Registered Owner, or permitted assigns, of this Warrant:

Date of Conversion. Conversion Price: ------------------------------------------------------------- --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of Shares of Preferred Common Stock Beneficially Owned on the Conversion Dateto be Issued: Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered---------------------------------- Name: ------------------------------------------------------- --------------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- ---------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Exhibit ------------------------------------------------------------------------ EXHIBIT B - Pg. 15 EXHIBIT C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT AND THE COMMON NOR ANY OF SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED TRANSFERRED, ASSIGNED, ENCUMBERED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL REASONABLY SATISFACTORY TO VOIPIN COMPARABLE TRANSACTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. Right to Purchase 5,000,000 shares of Common Stock of VoIPPEAK ENTERTAINMENT HOLDINGS, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005INC.