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.