Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 200,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which 71,238,700 shares are out­stand­ing on execution of this Agreement, and no shares of preferred stock. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. (i) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 (i) 700,000,000 shares are authorized as of Company Common Stock, of which 11,424,631 100,328,537 shares areof Company Common Stock, constituting the Shares, are issued and outstanding, and will be, issued and outstanding immediately prior to (ii) 10,000,000 shares of preferred stock of the Share Exchange, and 1,000,000 shares are authorized as preferred stockCompany, par value $0.010.001 per share, of which no zero (0) shares are issued and outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 an unlimited number of shares are authorized as of Common StockStock and preferred stock, no par value, of which 11,424,631 8,000,000 shares are, of Common Stock and will be, issued and no shares of preferred stock are outstanding. All outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock, par value $0.01, of which no shares are issued and outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 shares of Company Common Stock issued and outstanding, and such shares are authorized as duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of which 11,424,631 shares arethe Company, and will be, issued and there are no outstanding immediately prior to securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstandingCompany.

Capitalization of the Company. a. The As of the date hereof, the authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 (i) five million (5,000,000) shares are authorized as Common Stockof common stock, at no par value, of which 11,424,631 one (1) share is outstanding and owned by the Seller and (ii) no shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as of preferred stock. There are or will be at Closing, par value $0.01no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of which no shares are issued and outstandingcapital stock of the Company.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 1,000,000 shares are authorized as Common Stockof common stock, of which 11,424,631 500 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares common stock are issued and outstanding; all of which are owned (beneficially and of record) by the Sellers. Except for the Shares, there are no shares or other securities of the Company issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal Liability attaches to the ownership thereof.

Capitalization of the Company. a. The total authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Common Stock and 1,000,000 shares of Preferred Stock, of which 11,424,631 approximately 3,542,525 shares are, of Common Stock and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 10,000 shares of A Preferred Stock are authorized as preferred stock, par value $0.01, of which no shares are currently issued and outstanding.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 1,000,000 shares are authorized as Common Stockof common stock, of which 11,424,631 100,000 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares common stock are issued and outstanding; all of which are owned (beneficially and of record) by the Sellers. Except for the Shares, there are no shares or other securities of the Company issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal liability attaches to the ownership thereof.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Company Common Stock, and the Company has no authority to issue any other capital stock. There are 7,850,000 shares of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 3,000 shares are authorized as Common Stockof common stock, $0.01 par value per share, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no 2,000 shares are issued and outstandingoutstanding and held beneficially and of record by the Seller. The Shares constitute all of the outstanding capital stock of the Company. The Shares are duly authorized, and validly issued, fully paid and nonassessable.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 1,000,000 shares are authorized as of Common Stock, of which 11,424,631 181,942 shares are, and will be, of Common Stock are issued and outstanding immediately prior to and constitute the Share Exchange, Shares. The Shares have been duly authorized and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are validly issued and outstandingare fully paid, non-assessable and free of preemptive rights.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 50,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.0001 per share, of which approximately 218,379 shares are outstanding, and no shares of preferred stock. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. (a) The present authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 200,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred common stock, par value $0.01.001 (the "Common Stock"), of which no 78,115,567 shares of Common Stock are issued and outstanding. Except as disclosed in Schedule 2.2, there are no outstanding warrants, options or other securities convertible into common stock and no agreements have been entered into to issue such securities. The Company has not granted to any person any registration rights or preemptive rights.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 15,000,000 shares are authorized as of Common Stock, Stock and 6,000 shares of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01100 per share (the "Preferred Stock"), As of which no the date hereof, 5,762,088 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. None of the outstanding shares of Common Stock was issued in violation any preemptive rights. No shares of Preferred Stock are issued or outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Company Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, US$0.01 par value $0.01value, of which no 35,668,290 shares are outstanding, and such shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued and outstandingin violation of the preemptive rights of any natural person, corporation, business trust, association, limited liability company, partnership, joint venture, other entity, government, agency or political subdivision (each, a “Person”).

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 (a) 30,000,000 shares are authorized as Common Stockof common stock and, after giving effect to the transactions contemplated herein and all other issuances of which 11,424,631 capital stock of the Company on or prior to the date hereof, 16,712,908 shares are, and of common stock will be, be issued and outstanding immediately prior to the Share Exchange, and 1,000,000 731,707 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.will be

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 25,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, Stock and 1,000,000 shares are authorized as of preferred stock, each par value $0.010.001 per share. The Company will reserve a sufficient number of authorized but unissued shares of Common Stock (or, if required, other securities) for issuance upon exercise of which no shares are issued and outstandingany of the Options.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 75,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which no 7,008,000 shares are issued outstanding as of the date of this Agreement. All outstanding shares are duly authorized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 50,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which no 10,277,206 shares are issued outstanding, and 5,000,000 shares of preferred stock, 350,000 shares of which are outstanding. All outstanding shares are duly authorized, validly issued) fully paid and non-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 1,273,800 shares are, and will be, issued and outstanding immediately prior to the Share Exchangeare outstanding, and 1,000,000 shares are authorized as of preferred stock, par value $0.01, none of which no is outstanding. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable. Following the issuance of Company Shares, the share cancellation described in Section 6.02 and, and the placements described in Section 6.01, the capitalization of the Company shall be 5,095,200 shares of common stock.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 200,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which no approximately 5,575,125 will be out­stand­ing at Closing giving effect to the reverse stock split. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 an unlimited number of shares are authorized as of Common Stock and Preferred Stock, no par value per share, of which 11,424,631 21,000,000 shares arewill be out­stand­ing at Closing giving effect to the Reverse Split, and will be, issued and no shares of preferred stock. All outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stockand will be duly auth­orized, par value $0.01validly issued, of which no shares are issued fully paid and outstandingnon-assessable.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 5,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred common stock, par value $0.011.00 per share, of which no 5,000 shares are currently outstanding. All of such outstanding shares were duly authorized, validly issued and outstandingare fully paid and non-assessable. The Shares are owned of record and beneficially by Seller and the Shares are free and clear of any liens, charges, pledges, security interests, or other encumbrances.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 7,500 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.0110.00 per share, of which 150 shares are outstanding and owned by Seller, and no shares are held in the Company's treasury. All outstanding shares of capital stock of the Company have been validly issued and outstanding.are fully paid and nonassessable, and no

Capitalization of the Company. a. The authorized capital Capital stock of the Company consists of 101,000,000 shares: 100,000,000 1000 shares of Common Stock of which 600 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are validly issued and outstanding, all of which are fully paid and nonassessable and free of preemptive rights. There are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments obligating the Company or Sellers to issue or sell any shares of capital stock of the Company. No dividends have been declared with respect to any shares of the Company's capital stock which have not been paid.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: (i) 100,000,000 shares are authorized as of Common Stock, $.001 par value, of which 11,424,631 approximately 53,000,000 shares are, and will be, issued and outstanding immediately prior to on the Share ExchangeClosing Date, and 1,000,000 (ii) 10,000,000 shares are authorized as of preferred stockstock $.001 par value, par value $0.01, none of which no shares are issued and or outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 10,000 shares are authorized as of Company Common Stock, and the Company has no authority to issue any other capital stock. There are 8,150 shares of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists solely of 101,000,000 shares: 100,000,000 (i) 250,000,000 shares are authorized as of Company Common Stock, of which 11,424,631 shares are, and will be, 41,243,889 are issued and outstanding immediately prior to as of the Share Exchangedate hereof, and 1,000,000 (ii) 2,000,000 shares are authorized as preferred stockof Preferred Stock, par value $0.010.01 per share, none of which no shares are issued and outstanding. All of such issued and outstanding shares of capital stock have been duly authorized and are validly issued and are not subject to any preemptive rights.

Capitalization of the Company. a. The As of the date hereof, the authorized capital stock capitalization of the Company consists of 101,000,000 shares: 100,000,000 1,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, no par value $0.01value, of which no 100,000 shares are issued and outstanding. All of the issued and outstanding shares of the Company are held by the Shareholders, and are validly issued, fully paid and non-assessable. There are no outstanding rights, subscriptions, warrants, calls, options or other agreements of any kind to purchase or otherwise receive from the Shareholders or the Company, and there are no securities convertible into or exchangeable for, any shares of capital stock of the Company.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 500,000 shares are, and will be, issued and outstanding immediately prior to the Share Exchangeare outstanding, and 1,000,000 shares are authorized as of preferred stock, par value $0.01, none of which no is outstanding. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The total authorized capital stock of the Company consists is 10,000,000 shares of 101,000,000 shares: 100,000,000 shares are authorized as Company Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, $.01 par value $0.01value, of which no 63,158 shares are issued and outstanding.outstanding and held of record and beneficially by the Shareholders as set forth on Exhibit 1.1 hereto and none of which are held in the treasury of the Company. Each issued and outstanding share

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 80,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, $.001 par value $0.01per share, of which no 8,525,000 shares are issued currently outstanding. All outstanding shares are duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. There are authorized as 550,000 shares of Common StockStock outstanding, all of which 11,424,631 shares areare held by DYP, and will beno shares of preferred stock outstanding. All shares of Common Stock outstanding have been duly authorized, validly issued and are fully paid and non-assessable. Except as expressed herein, there are no outstanding immediately prior options, warrants, or similar rights convertible into or exercisable for any securities of the Company or any obligation of the Company to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstandingissues securities to any person or entity.

Capitalization of the Company. a. (a) The authorized equity capital stock of the Company consists of 101,000,000 shares: 100,000,000 1000 shares are authorized as Common Stockof common stock, no par value per share, of which 11,424,631 1000 shares arehave been issued (the "Company Stock") and are held beneficially and of record by Seller. All of the shares of Company Stock are duly authorized, validly issued, fully paid and will be, issued non-assessable and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, free of which no shares are issued and outstandingany preemptive rights in respect thereto.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 50,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 15,000,000 shares areof common stock or common stock equivalents will be out­stand­ing at Closing, and will be1,000,000 shares of preferred stock, issued and none of which shall be outstanding immediately prior to the Share Exchange, and 1,000,000 Closing. All outstanding shares are authorized as preferred stockduly auth­orized, par value $0.01validly issued, of which no shares are issued fully paid and outstandingnon-assessable.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 25,000 shares are authorized as Common Stock, of common stock with a $.10 par value per share of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no 144 shares are issued and are outstanding on the date hereof. All of the issued and outstanding shares of Company Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 50,000,000 shares are authorized as Common Stockof common stock, $0.001 par value, of which 11,424,631 23,969,371 shares areare outstanding, and will be, issued and 8,348,572 shares are reserved for issuance upon exercise of outstanding immediately prior Warrants or options (including 2 million shares underlying options to the Share Exchangebe granted to Investors Associates Inc.), and 1,000,000 10,000,000 shares are authorized as of preferred stock, par value $0.01, no shares of which no are outstanding. All outstanding shares of stock of the Company are issued duly authorized, validly issued, fully paid and outstandingnonassessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists solely of 101,000,000 shares: 100,000,000 9,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred common stock, $0.01 per share par value $0.01value. Except for the Shares, of which there are no shares of capital stock of the Company issued or outstanding. There are no authorized or outstanding subscriptions, options, convertible securities, warrants, calls or other rights of any kind issued and outstandingor granted by, or binding upon, Seller or the Company to purchase or otherwise acquire any security of or equity interest in the Company.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: (i) 100,000,000 shares are authorized as of Common Stock, $.001 par value, of which 11,424,631 51,276,271 shares are, and will be, issued and outstanding immediately prior to on the Share ExchangeClosing Date, and 1,000,000 (ii) 10,000,000 shares are authorized as of preferred stockstock $.001 par value, par value $0.01, none of which no shares are issued and or outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 Five Hundred (500). The Company has no authority to issue any other capital stock. There are Five Hundred (500) shares of Company Common Stock issued and outstanding, and such shares are authorized as duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of which 11,424,631 shares arethe Company, and will be, issued and there are no outstanding immediately prior to securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstandingCompany.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, no par value per share, of which 11,424,631 15,034,824 shares arewill be outstanding at Closing, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 2,000,000 shares are authorized as of preferred stock, par value $0.01, none of which no is outstanding. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 an unlimited number of shares are authorized as of Common StockStock and preferred stock, all no par value, of which 11,424,631 190,067,600 shares are, and will be, issued and be out­stand­ing at Closing (subject to Section 6.01 hereof). All outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stockduly auth­orized, par value $0.01validly issued, of which no shares are issued fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 750,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which no 64,000,000 shares will be out­stand­ing at closing, and 5,000,000 shares of preferred stock, 1,000,000 of which are outstanding. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company currently consists of 101,000,000 shares: 100,000,000 24,000,000 shares are authorized as of Common Stock, $.01 par value per share and 1,000,000 shares of Preferred Stock, of which 11,424,631 14,675,752 shares are, and will be, of common stock were issued and outstanding immediately prior to the Share Exchangeas of September 8, 2004 and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are of Preferred Stock were outstanding as of this date. All such issued and outstandingoutstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued and are full paid and non-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 2,001,000,000 shares: 100,000,000 2,000,000,000 shares are authorized as Common Stock, of which 11,424,631 241,487,995 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, the Financing and the Loan Conversion, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 3,977,800 shares are, and will be, issued and outstanding immediately prior to the Share Exchangeare outstanding, and 1,000,000 shares are authorized as of preferred stock, par value $0.01, none of which no is outstanding. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 19,977,800 shares of common stock.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 15,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no 7,448,917 shares are issued and outstandingoutstanding as of the date of this Agreement. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 ten million shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred common stock, par value $0.010.02 per share, 508,900 of which no shares shares, as of the date of this Agreement, are validly issued and outstanding, fully paid and nonassessable and are free and clear of all liens, claims and encumbrances.

Capitalization of the Company. a. The authorized capital stock of the ----------------------------- Company consists of 101,000,000 shares: 100,000,000 (i) 300,000 shares are authorized as Common Stockof common stock, $1.00 par value, of which 11,424,631 243,496 shares arehave been duly authorized, and will be, validly issued and outstanding immediately prior to the Share Exchange, are fully paid and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued nonassessable and outstanding.owned

Capitalization of the Company. a. The total authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Common Stock and 1,000,000 shares of Preferred Stock, of which 11,424,631 approximately 3,542,525 shares are, of Common Stock and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 10,000 shares of A Preferred Stock are authorized as preferred stock, par value $0.01, of which no shares are currently issued and outstanding.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 100,000 shares are authorized as of Common Stock, Stock of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares 10,000 are issued and outstanding, fully paid and non-assessable. There are no outstanding warrants, options, preemptive rights, or other rights to purchase or acquire any shares of the Company's capital stock. No securities of the Company are either directly or indirectly convertible into or exchangeable for shares of capital stock of the Company and there are no stock appreciation, phantom or similar rights based on the book value or any other attribute of any capital stock of the Company.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists solely of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Company Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no 15,700,960 shares are issued and outstandingoutstanding as of the date hereof. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable.

Capitalization of the Company. a. (i) The Company's total authorized capitalization consists solely of 1,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of which a total of only 100 shares are presently issued and outstanding, all of which are owned by Seller. The Company does not hold any shares of its capital stock in its treasury. All of the issued and outstanding shares of capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are have been duly authorized as Common Stock, of which 11,424,631 shares are, and will be, validly issued and outstanding immediately prior to the Share Exchange, are fully paid and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstandingnonassessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 an unlimited number of shares are authorized as of Common Stock, no par value, of which 11,424,631 89,080 shares arewill be out­stand­ing at Closing, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 an unlimited number of shares are authorized as of preferred stock, no par value $0.01value, none of which no is outstanding. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. (a) The entire authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 1,000 shares are authorized as Common Stockof common stock, no par value per share, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no 1,000 shares are issued and outstanding, fully paid and nonassessable. The Stock is owned beneficially and of record by the Sellers as set forth on Schedule 4.2.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.0001 per share, of which approximately 424,600 shares are outstanding, and no shares of preferred stock. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 200,000,000 shares are authorized as of Common Stock, and 10,000,000 shares of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as "blank check" preferred stock, par value $0.01, 0.0001 per share. The Notes to be issued to the Purchasers have been duly authorized. The Company shall also have duly authorized the issuance of which no up to 18,000,000 shares are issued and outstandingof Common Stock issuable in connection with the Financing.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Common Stock, Stock of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares approximately 6,000,000 are issued and outstanding, fully paid and non-assessable. There are no outstanding warrants, options, preemptive rights, or other rights to purchase or acquire any shares of the Company's capital stock. No securities of the Company are either directly or indirectly convertible into or exchangeable for shares of capital stock of the Company and there are no stock appreciation, phantom or similar rights based on the book value or any other attribute of any capital stock of the Company.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which no 20,771,750 shares will be out­stand­ing at Closing, and 20,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 80,000,000 shares are authorized as of Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01.001 per share, of which 1,473,250 shares will be out­stand­ing at Closing, and 20,000,000 shares of preferred stock, of which no shares are issued outstanding. All outstanding shares are duly auth­orized, validly issued, fully paid and outstandingnon-assessable. The Company’s 2007 Stock Option Plan authorizes the issuance of options to purchase up to 4 million shares of common stock, with no options having been granted to date.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 20,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 2,250,000 shares are, and will be, issued and shall be outstanding immediately prior to the Share Exchangeclose of the Merger, and 1,000,000 shares are authorized as of preferred stock, par value $0.01, none of which no is outstanding or will be outstanding at the close of the Merger. All outstanding shares are issued duly authorized, validly issued, fully paid and outstandingnon-assessable. Following the merger issuance of Company Shares, the capitalization of the Company shall be 15,000,000 shares of common stock.

Capitalization of the Company. a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 149,000,000 shares are authorized as of Common Stock, par value $.001 per share, of which 11,424,631 no more than 20,175,000 shares are, and will be, issued and outstanding immediately prior to the Share Exchangebe out­stand­ing at Closing, and 1,000,000 shares are authorized as of preferred stock, par value $0.01.001, none of which no is outstanding. All outstanding shares are issued duly auth­orized, validly issued, fully paid and outstandingnon-assessable.

Capitalization of the Company. a. The As of the date hereof, the Company's authorized capital stock consists of 1,000 shares of common stock, $.10 par value per share, of which 475 have been issued and are outstanding. Seller is the record and beneficial owner of the Shares which constitute all of the issued and outstanding capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares Company. The Shares are authorized as Common Stockduly authorized, of which 11,424,631 shares arevalidly issued, fully paid and non-assessable, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, free of which no shares are issued and outstandingany contractual or statutory preemptive rights.

Capitalization of the Company. a. (a) The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 2,500 shares are authorized as Common Stockof common stock, of which 11,424,631 1,000 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares common stock are issued and outstanding; all of which are owned (beneficially and of record) by the Seller. Except for the Shares, there are no shares or other securities of the Company issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal Liability attaches to the ownership thereof.