Common use of Capitalization and Indebtedness Clause in Contracts

Capitalization and Indebtedness. The authorized capital stock of the Issuer consists of 100,000,000 shares of Issuer Common Stock of which 13,481,930 are issued and outstanding as of the date hereof without giving effect to the issuance of shares contemplated hereby or the automatic conversion of any of Issuer's convertible debt securities as a result of the transaction contemplated hereby. In accordance with the terms of the convertible securities of the Issuer set forth on Schedule 4.2 hereof, the convertible securities will by their terms be converted into not more than 19,050,000 shares of Issuer Common Stock upon the consummation of the transactions contemplated by this Agreement (the "Conversion of Indebtedness") if conversion occurs on or before January 15, 2002. Each outstanding share of Issuer Common Stock is duly authorized, validly issued, fully paid and nonassessable, without any personal liability attaching to the ownership thereof and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. Except as set forth on Schedule 4.2, there is no commitment, plan or arrangement to issue, and no outstanding option, preemptive right, warrant or other right, instrument or security calling for the issuance of any share of capital stock of the Issuer or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Issuer. As of the date hereof the Issuer is not in default with respect to any Indebtedness and the consummation of the transactions contemplated by this Agreement and the OAM Stock Purchase Agreement will not result in any such default. Immediately following the consummation of the transactions contemplated by this Agreement and the Conversion of Indebtedness if conversion occurs on or before January 15, 2002, the total outstanding indebtedness of the Issuer shall not be greater than $950,000, and indebtedness other than subordinated indebtedness shall not be greater than $950,000.

Capitalization and Indebtedness. The authorized capital stock of the Issuer Purchaser consists of 100,000,000 shares of Issuer Purchaser's Common Stock of which 13,481,930 are issued and outstanding as of the date hereof without giving effect to the issuance of shares to Selling Shareholder and Centerpoint pursuant to the transactions contemplated hereby or the automatic conversion of any of IssuerPurchaser's convertible debt securities as a result of the transaction contemplated hereby. In accordance with the terms of the convertible securities of the Issuer Purchaser set forth on Schedule 4.2 hereof, the convertible securities will by their terms be converted into not more than 19,050,000 shares of Issuer Purchaser's Common Stock upon the consummation of the transactions contemplated by this Agreement (the "Conversion of Indebtedness") if conversion occurs on or before January 15, 2002. Each outstanding share of Issuer Purchaser's Common Stock is duly authorized, validly issued, fully paid and nonassessable, without any personal liability attaching to the ownership thereof and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. Except as set forth on Schedule 4.2, there is no commitment, plan or arrangement to issue, and no outstanding option, preemptive right, warrant or other right, instrument or security calling for the issuance of any share of capital stock of the Issuer Purchaser or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the IssuerPurchaser. As of the date hereof the Issuer Purchaser is not in default with respect to any Indebtedness and the consummation of the transactions contemplated by this Agreement and the OAM Centerpoint Stock Purchase Subscription Agreement will not result in any such default. Immediately following the consummation of the transactions contemplated by this Agreement and the Conversion of Indebtedness if conversion occurs on or before January 15, 2002, the total outstanding indebtedness of the Issuer Purchaser shall not be greater than $950,000, and indebtedness other than subordinated indebtedness shall not be greater than $950,000.

Capitalization and Indebtedness. The (a) As of the date hereof (and as of any Condition Precedent Date, as applicable), the authorized capital stock of the Issuer Company consists of 100,000,000 80,000,000 shares of Issuer Common Stock Stock, of which 13,481,930 are as of December 29, 2000 (and as of a date not more than 5 Business Days from any Condition Precedent Date, as applicable), 37,480,264 shares were issued and outstanding outstanding, and 20,000,000 shares of preferred stock (the "Preferred Stock") of the Company, of which as of the date hereof without giving effect (and as of a date not more than 5 Business Days from any Condition Precedent Date, as applicable), no shares are issued or outstanding. All of the outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company. As of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of Capital Stock of the Company, 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, other than rights created pursuant to this Agreement or pursuant to the Company's stock option plan and employee stock purchase plan, (ii) there are no outstanding debt securities, notes, credit agreements, or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound and (iii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except as provided in this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of shares contemplated hereby or the automatic conversion of any of Issuer's convertible debt securities as a result the Common Stock pursuant to this Agreement. The Company has furnished to the Underwriter true and correct copies of the transaction contemplated hereby. In Company's articles of incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's bylaws, as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. (b) Upon issuance of the Common Stock issuable upon exercise of the Purchase Option, and payment of the Purchase Option Exercise Price therefor, pursuant to a purchase and sale in accordance with the terms of the convertible securities of the Issuer set forth on Schedule 4.2 hereofthis Agreement, the convertible securities Company will transfer to the Underwriter good and valid title to the Common Stock, free and clear of any liens, other than liens created by their terms be converted into not more than 19,050,000 shares of Issuer the Underwriter, and such Common Stock upon the consummation of the transactions contemplated by this Agreement (the "Conversion of Indebtedness") if conversion occurs on or before January 15, 2002. Each outstanding share of Issuer Common Stock is will be duly authorized, validly issued, fully paid and nonassessable, without any personal liability attaching to the ownership thereof and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. Except as set forth on Schedule 4.2, there is no commitment, plan or arrangement to issue, and no outstanding option, preemptive right, warrant or other right, instrument or security calling for the issuance of any share of capital stock of the Issuer or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Issuer. As of the date hereof the Issuer is not in default with respect to any Indebtedness and the consummation of the transactions contemplated by this Agreement and the OAM Stock Purchase Agreement will not result in any such default. Immediately following the consummation of the transactions contemplated by this Agreement and the Conversion of Indebtedness if conversion occurs on or before January 15, 2002, the total outstanding indebtedness of the Issuer shall not be greater than $950,000, and indebtedness other than subordinated indebtedness shall not be greater than $950,000.