Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, consists of (i) 150,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 205,000,000 shares, of which 200,000 are shares of Common Stock, par value $.01 per share, 17,907,154 13,326,810 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 are shares of Preferred Stockpreferred stock, par value $.01 0.001 per share, none 2,466,971 of which shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number capital stock of shares of Common Stock to provide for conversion each Subsidiary of the NoteCompany is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 20,000,000 shares, of which 10,000,000 are shares of Common Stock, par value $.01 0.001 per share, 17,907,154 3,049,000 shares of which are issued and outstanding , and (ii) 5,000,000 10,000,000 are shares of Preferred Stockpreferred stock, par value $.01 0.001 per share, none share of which no shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, consists of (ia) 150,000,000 148,500,000 shares of voting Common Stock, par value $.01 per share, 17,907,154 35,872,557 shares of which are issued and outstanding and (ii) 5,000,000 outstanding, 6,623,109 shares of Preferred Stock, par value $.01 per share, none of which are issued currently reserved for issuance pursuant to outstanding option agreements, and outstanding. The Company will at all times have authorized and reserved a sufficient number of 10,241,901 shares of Common Stock to provide for conversion of the Note.which are currently reserved for

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 248, 20032002, consists of (i) 150,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 17,405,150 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the NoteNote and exercise of the Warrants.

Capitalization; Voting Rights. (a) 4.3.1 The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 100,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 19,426,210 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24December 31, 20032005, consists consisted of (i) 150,000,000 500,000,000 shares of Common Stockstock, par value $.01 .001 per share, 17,907,154 of which 34,649,150 shares of which are issued Common Stock and outstanding and (ii) 5,000,000 no shares of Preferred Stock, par value $.01 per share, none of which are Stock were issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion the issuance of the NoteCommon Stock to be sold to Purchaser hereunder.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 205,000,000 shares, of which 200,000,000 are shares of Common Stock, par value $.01 per share, 17,907,154 14,361,293 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 are shares of Preferred Stockpreferred stock, par value $.01 0.001 per share, none 2,466,971 of which shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number capital stock of shares of Common Stock to provide for conversion each Subsidiary of the NoteCompany is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003the date hereof, consists of (i) 155,000,000 shares, of which 150,000,000 are shares of Common Stock, par value $.01 0.01 per share, 17,907,154 18,917,154 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 are shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, none of which no shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) 4.3.1 The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 100,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 17,426,210 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24May 10, 20032005, consists of (i) 150,000,000 30,000,000 shares of Common Stock, par value $.01 0.01 per share, 17,907,154 shares of which 18,777,790 are issued and outstanding and (ii) 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per share, none share of which shares 180,000 are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Closing, consists of (i) 150,000,000 80,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 _____________ shares of which are issued and outstanding outstanding, and (ii) 5,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.001 per share, none 5,000 shares of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the First Closing, consists of (i) 150,000,000 15,000,000 shares of Common Stock, par value $.01 per share, 17,907,154 8,300,000 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 90,000,000 shares, of which 85,000,000 are shares of Common Stock, par value $.01 0.01 per share, 17,907,154 44,344,250 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 are shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, none share (the "Preferred Stock") of which 51,182 shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number capital stock of shares of Common Stock to provide for conversion each Subsidiary of the NoteCompany is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 51,000,000 shares, of which 50,000,000 are shares of Common Stock, par value $.01 .001 per share, 17,907,154 39,720,189 shares of which are issued and outstanding and (ii) 5,000,000 21,000,000 are shares of Preferred Stockpreferred stock, par value $.01 .001 per share, none share of which 0 shares of preferred stock are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number capital stock of shares of Common Stock to provide for conversion each Subsidiary of the NoteCompany is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003the date hereof, consists of 38,000,000 shares, of which (i) 150,000,000 30,000,000 are shares of Class A Common Stock, no par value $.01 per share, 17,907,154 13,179,620 shares of which are issued and outstanding and outstanding, (ii) 5,000,000 are shares of Preferred Class B Common Stock, no par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized , and reserved a sufficient number of (iii) 3,000,000 are shares of Common Stock to provide for conversion preferred stock, no par value per share, none of the Notewhich are issued and outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Closing, consists of (i) 150,000,000 50,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 14,659,148 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.001 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Initial Closing, consists of (i) 150,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 61,163,381 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.001 per share, none 3,500 of which are designated Series A Preferred Stock, 710 shares of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Closing, consists of (i) 150,000,000 100,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 ________________ shares of which are issued and outstanding as of January 10, 2002, and (ii) 5,000,000 ii)10,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number outstanding as of shares of Common Stock to provide for conversion of the NoteJanuary 10, 2002.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003the date hereof, consists of (i) 150,000,000 100,000,000 shares of Common Stock, par value $.01 0.01 per share, 17,907,154 22,180,270 shares of which are issued and outstanding and (ii) 5,000,000 shares as of Preferred StockDecember 31, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note2003.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Closing, consists of (i) 150,000,000 50,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 15,057,141 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.001 per share, none 5,532 shares of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003, the date hereof consists of (i) 150,000,000 100,000,000 shares of Common Stock, common stock par value $.01 per share, 17,907,154 shares of 0.01of which 10,060,802 are issued and outstanding and (ii) 5,000,000 1,000,000 shares of Preferred Stockpreferred stock $0.10 par value, par value $.01 per share, none of which none are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number capital stock of shares of Common Stock to provide for conversion each active Subsidiary of the NoteCompany is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The As of February 15, 2002, the authorized capital stock of the Company, as of November 24, 2003, Company consists of (i) 150,000,000 50,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 15,325,755 shares of which are issued and outstanding outstanding, and (ii) 5,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.001 per share, none 3,202.14 shares of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24, 2003immediately prior to the Closing, consists of (i) 150,000,000 20,000,000 shares of Common Stock, par value $.01 0.10 per share, 17,907,154 6,650,156 shares of which are issued and outstanding as of June 30, 2003, and (ii) 5,000,000 shares of Preferred Stock, par value $.01 0.10 per share, none 250,000 of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24December 27, 20032005, consists of (i) 150,000,000 30,000,000 shares of Common Stock, par value $.01 0.01 per share, 17,907,154 shares of which 18,923,291 are issued and outstanding and (ii) 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per share, none share of which shares 180,000 are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, as of November 24May 1, 20032002, consists of (i) 150,000,000 200,000,000 shares of Common Stock, par value $.01 0.001 per share, 17,907,154 20,581,126 shares of which are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Note.