X0202 4/A 2008-01-23 2008-01-25 1 0001323639 180 Connect Inc. CNCT 0001189294 LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001414388 Erato CORP C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001296341 LAURUS CAPITAL MANAGEMENT LLC 825 THIRD AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 0 1 Disclaimed Group 0001413180 Valens U.S. SPV I, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001413179 Valens Capital Management, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001296339 GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001296338 GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group Common Stock 2008-01-23 4 S 0 2674407 2.27 D 2674407 I By Erato Corporation On January 23, 2008, Erato entered into a stock purchase agreement dated as of January 22, 2008 (the "Stock Purchase Agreement") with Creative Vistas, Inc., an Arizona Corporation ("Vistas") by which Erato transferred to Vistas 2,674,407 Shares for an aggregate purchase price of $6,017,416, or $2.27 per Share (the "Purchase Price"). The Purchase Price was paid by Vistas by delivery to Erato of (i) 2,195,720 duly and validly issued shares of common stock of Vistas, and (ii) a common stock purchase warrant (the "Vista Warrant"), exercisable into up to 812,988 shares of common stock of Vistas at an exercise price of $0.001 per share. The Vista Warrant contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the shares of Vistas common stock then issued and outstanding (whether or not, at the time of such exercise, the Investors beneficially own more than 9.99% of the outstanding shares of Vistas common stock). Erato is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over all securities of the Company held by the Investors. Each of Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Erato disclaims beneficial ownership of the securities of the Company held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any. Valens U.S. disclaims beneficial ownership of the securities of the Company held by each of Erato and the Fund, except to the extent of such person's pecuniary interest in Erato and the Fund, if any. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement. /s/ Eugene Grin, Eugene Grin, Director of Laurus Master Fund, Ltd. 2008-01-28 /s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation 2008-01-28 /s/ David Grin, David Grin, Principal of Laurus Capital Management, LLC 2008-01-28 /s/ David Grin, David Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2008-01-28 /s/ Eugene Grin, Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2008-01-28 /s/ David Grin, David Grin, Principal of Valens Capital Management, LLC 2008-01-28 /s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC 2008-01-28 /s/ David Grin 2008-01-28 /s/ Eugene Grin 2008-01-28