Common use of Corporate Acts and Proceedings Clause in Contracts

Corporate Acts and Proceedings. This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by authorized officers of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of the Offering have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and ------------------------------ the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by an authorized officers officer of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of effect the Offering and authorize, create, issue and deliver the Securities have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and the Offering have has been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement , has been duly executed and delivered by authorized officers of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of the Offering have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by an authorized officers officer of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of the Offering have been taken by the Company.. Subagmt January 5, 1999 -2- 3

Corporate Acts and Proceedings. This Subscription Agreement and ------------------------------ the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by authorized officers of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally or by general equitable principles. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and Warrants and the conducting of the Offering have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and ------------------------------ the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by authorized officers of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of the Offering have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and the Offering have has been duly authorized by all necessary corporate action on behalf of the Company. This Subscription Agreement , has been duly executed and delivered by an authorized officers officer of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares Shares, Warrants and the conducting of the Offering Underlying Securities have been taken by the Company.

Corporate Acts and Proceedings. This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on behalf the Company. This Subscription Agreement has been duly executed and delivered by an authorized officers officer of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally. All corporate actions necessary to the authorization, creation, issuance and delivery of the Shares and the conducting of effect the Offering and authorize, create, issue and deliver the Securities have been taken by the Company.