Common use of Authorized Capital; Rights or Commitments to Stock Clause in Contracts

Authorized Capital; Rights or Commitments to Stock. As of May 1, 2001, the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, of which approximately 27,000,000 shares are issued and outstanding as of such date; 5,000,000 shares of preferred stock, of which 5,000,000 are issued and outstanding as of such date and; approximately 1,500,000 outstanding warrants and 4,000,000 outstanding options to purchase shares of Common Stock. All of the outstanding shares of the Company's Common Stock have been validly issued and are fully paid and non-assessable. Except as stated above or as described in Exhibit C (attached only if applicable), no shares of Common Stock are entitled to registration rights or preemptive rights, and there are no (I) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities (not including the Note) or rights convertible into, any shares of capital stock of the Company, (II) contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or (III) options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities (whether the Note or other notes, debentures, preferred stock or otherwise) or rights convertible into shares of capital stock of the Company. Exhibit C shall specifically indicate registration rights associated with any such securities and whether the Company intends to register such securities or capital stock underlying such securities within one (1) year after the Closing Date.

Authorized Capital; Rights or Commitments to Stock. As of May 1, 2001, the The authorized capital stock of the Company consists of 200,000,000 50 million shares of Common Stock, of which approximately 27,000,000 shares are issued Stock and outstanding as of such date; 5,000,000 10 million shares of preferred stock, of which 5,000,000 Preferred Stock; there are issued and outstanding as of such date and; approximately 1,500,000 outstanding warrants and 4,000,000 outstanding options to purchase 16,203,095 shares of Common StockStock and; there are no shares of such Preferred Stock issued and outstanding; and, upon issuance of the Shares in accordance with the terms hereof, there will be 16,203,095 shares of Common Stock and 600 shares of Series A Preferred Stock issued and outstanding. All of the outstanding shares of the Company's Common Stock have been validly issued and are fully paid and non-assessable. Except as stated above or as described set forth in Exhibit C (attached only if applicable)EXHIBIT A hereto, no shares of Common Stock are entitled to registration rights or preemptive rights, and there are no (I) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities (not including the Note) or rights convertible into, any shares of capital stock of the Company, (II) or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or (III) options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities (whether the Note or other notes, debentures, preferred stock or otherwise) or rights convertible into shares shares, of capital stock of the Company. Exhibit C EXHIBIT A shall specifically indicate registration rights associated with any such securities and whether the Company intends to register such securities or capital stock underlying such securities within one (1) year after the Closing Date. The Company has furnished or made available to the Purchaser true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof (the "Articles"), and the Company's By-Laws, as in effect on the date hereof (the "By-Laws").

Authorized Capital; Rights or Commitments to Stock. As of May 1, 2001, the The authorized capital stock of the Company consists of 200,000,000 30,000,000 shares of Common Stock, and 5,000,000 shares of which approximately 27,000,000 Preferred Stock; there are 13,680,627 shares are of Common Stock issued and outstanding as and there are no shares of such date; 5,000,000 shares of preferred stock, of which 5,000,000 are Preferred Stock issued and outstanding as outstanding; and, upon issuance of such date and; approximately 1,500,000 outstanding warrants and 4,000,000 outstanding options to purchase the Shares in accordance with the terms hereof, there will be 13,680,627 shares of Common StockStock and 105 shares of 8% Series B Preferred Stock issued and outstanding. All of the outstanding shares of the Company's Common Stock have been validly issued and are fully paid and non-assessablenonassessable. Except as stated above set forth in Exhibit A, attached hereto and incorporated herein by reference, or as described in Exhibit C (attached only if applicable)the SEC Documents, no shares of Common Stock are entitled to preemptive rights or registration rights or preemptive rights, and there are no (I) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities (not including the Note) or rights convertible into, any shares of capital stock of the Company, (II) or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or (III) options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities (whether the Note or other notes, debentures, preferred stock or otherwise) or rights convertible into shares shares, of capital stock of the Company. Exhibit C shall specifically indicate registration rights associated with any such securities The Company has furnished or made available to the Purchaser true and whether correct copies of the Company intends to register such securities or capital stock underlying such securities within one Company's Charter, and the Company's By-Laws, as in effect on the date hereof (1) year after the Closing Date"By-Laws").

Authorized Capital; Rights or Commitments to Stock. As of May 1, 2001, the The authorized capital stock of the Company consists of 200,000,000 25,000,000 shares of Common Stock, of which approximately 27,000,000 shares are issued Stock and outstanding as of such date; 5,000,000 3,000,000 shares of preferred stock, of which 5,000,000 Preferred Stock; there are issued and outstanding as of such date and; approximately 1,500,000 outstanding warrants and 4,000,000 outstanding options to purchase 10,027,028 shares of Common StockStock and no shares of Preferred Stock issued and outstanding; and, upon issuance of the Shares in accordance with the terms hereof, there will be 10,027,028 shares of Common Stock and 2,000 shares of Series A Preferred Stock issued and outstanding. All of the outstanding shares of the Company's Common Stock have been validly issued and are fully paid and non-assessable. Except as stated above or as described set forth in Exhibit C (attached only if applicable)hereto, no shares of Common Stock are entitled to registration rights or preemptive rights, and there are no (I) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities (not including the Note) or rights convertible into, any shares of capital stock of the Company, (II) or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or (III) options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities (whether the Note or other notes, debentures, preferred stock or otherwise) or rights convertible into shares shares, of capital stock of the Company. Exhibit C shall specifically indicate registration rights associated with any such securities and whether the Company intends is required to register such securities or capital stock underlying such securities within one (1) year after the Closing Date.

Authorized Capital; Rights or Commitments to Stock. As of May 1, 2001, the The authorized -------------------------------------------------- capital stock of the Company consists of 200,000,000 7,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock; there are 4,521,019 shares of Common Stock and 1,000 shares of Series A Preferred Stock issued and outstanding; and, upon issuance of the Shares in accordance with the terms hereof, there will be 4,521,019 shares of Common Stock, 1,000 shares of which approximately 27,000,000 shares are Series A Preferred Stock issued and outstanding as of such date; 5,000,000 outstanding, no Series B Preferred Stock issued and outstanding, and 750 shares of preferred stock, of which 5,000,000 are Series C Convertible Preferred Stock issued and outstanding as of such date and; approximately 1,500,000 outstanding warrants and 4,000,000 outstanding options to purchase shares of Common Stockoutstanding. All of the outstanding shares of the Company's Common Stock have been validly issued and are fully paid and non-assessable. Except as stated above or as described set forth in Exhibit EXHIBIT C (attached only if applicable)hereto, no shares of Common Stock are entitled to registration rights or preemptive rights, and there are no (I) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities (not including the Note) or rights convertible into, any shares of capital stock of the Company, (II) or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or (III) options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities (whether the Note or other notes, debentures, preferred stock or otherwise) or rights convertible into shares shares, of capital stock of the Company. Exhibit EXHIBIT C shall specifically indicate registration rights associated with any such securities and whether the Company intends to register such securities or capital stock underlying such securities within one (1) year after the Closing Date.