Common use of Capitalization of AUGI Clause in Contracts

Capitalization of AUGI. (a) AUGI is (i) authorized to issue 20,000,000 shares of Common Stock, $.01 par value per share ("AUGI Common Stock"); (ii) 5,689,749 shares of AUGI Common Stock were issued and outstanding at January 31, 1996; (iii) 750,000 shares of AUGI Common Stock are reserved for issuance pursuant to AUGI's 1991 Employee Incentive Stock Option Plan, of which approximately 620,000 options were outstanding at July 31, 1995; (iv) 171,000 stock options were reserved for certain key employees under AUGI's Stock Option Bonus Plan, of which 114,000 options were outstanding at July 31, 1995; (v) 38,496 options were reserved for certain employees under a 1991 Transfer Plan, of which options to purchase 24,328 shares of AUGI Common Stock were outstanding at July 31, 1995; (vi) 2,500,000 options are reserved for issuance (subject to AUGI stockholder ratification) pursuant to a 1996 qualified and non-qualified stock option plan, of which options to purchase a maximum of 1,680,000 shares of AUGI Common Stock are currently outstanding and are held by the persons listed on Schedule 5.5 annexed; and (vii) warrants to purchase an aggregate of 920,000 shares of AUGI Common Stock at $7.50 per share were issued and outstanding at July 31, 1995 and warrants to purchase 50,000 shares of AUGI Common Stock at $6.00 per shares were issued in October 1996. Subsequent to January 31, 1996, AUGI (i) has acquired 100% of the capital stock of ConnectSoft, Inc. ("ConnectSoft") pursuant to which it issued 1,000,000 shares of its convertible preferred stock which is convertible into a maximum of 3,000,000 shares of AUGI Common Stock; (ii) has acquired 100% of Interglobe Network, Inc. pursuant to which AUGI paid $400,000 and issued 800,000 shares of AUGI Common Stock; and (iii) acquired Seattle On- Line, Inc. pursuant to which it has issued warrants to purchase 333,333 shares of AUGI Common Stock. Except for the transactions contemplated by this Agreement, AUGI has not entered into any other letters of intent or written understandings with respect to any acquisition. All of the foregoing is qualified, in its entirety by the disclosures contained in AUGI's Annual Report on Form 10-K for its fiscal year ended July 31, 1996 (the "1996 Form 10-K"), a true copy of which has been furnished to the Stockholder. (b) The AUGI Merger Stock is a portion of the AUGI Common Stock, which is the stock of AUGI traded on the Nasdaq National Market. When issued and delivered pursuant to this Agreement, all of the AUGI Merger Stock will be validly issued, fully-paid and non-assessable, owned by AUGI free and clear of all pledges, Liens, claims, charges, encumbrances, assessments, pre-emptive rights and other restrictions and limitations whatsoever. All other classes and series of equity securities of AUGI are identified in the 1996 Form 10-K and, except as set forth in Section 5.5(a) above and in the 1996 Form 10-K, there are no outstanding options, calls, warrants, stock, debentures or rights of subscription exercisable or convertible into shares of AUGI Common Stock.

Capitalization of AUGI. (a) AUGI is (i) authorized to issue 20,000,000 shares of Common Stock, $.01 par value per share ("AUGI Common Stock"); (ii) 5,689,749 shares of AUGI Common Stock were issued and outstanding at January 31, 1996; (iii) 750,000 shares of AUGI Common Stock are reserved for issuance pursuant to AUGI's 1991 Employee Incentive Stock Option Plan, of which approximately 620,000 options were outstanding at July 31, 1995; (iv) 171,000 stock options were reserved for certain key employees under AUGI's Stock Option Bonus Plan, of which 114,000 options were outstanding at July 31, 1995; (v) 38,496 options were reserved for certain employees under a 1991 Transfer Plan, of which options to purchase 24,328 shares of AUGI Common Stock were outstanding at July 31, 1995; (vi) 2,500,000 options are reserved for issuance (subject to AUGI stockholder ratification) pursuant to a 1996 qualified and non-qualified stock option plan, of which options to purchase a maximum of 1,680,000 shares of AUGI Common Stock are currently outstanding and are held by the persons listed on Schedule 5.5 annexed; and (vii) warrants to purchase an aggregate of 920,000 shares of AUGI Common Stock at $7.50 per share were issued and outstanding at July 31, 1995 and warrants to purchase 50,000 shares of AUGI Common Stock at $6.00 per shares were issued in October 1996. Subsequent to January 31, 1996, AUGI (i) has acquired 100% of the capital stock of ConnectSoft, Inc. ("ConnectSoft") pursuant to which it issued 1,000,000 shares of its convertible preferred stock which is convertible into a maximum of 3,000,000 shares of AUGI Common Stock; (ii) has acquired 100% of Interglobe Network, Inc. pursuant to which AUGI paid $400,000 and issued 800,000 shares of AUGI Common Stock; and (iii) acquired Seattle On- On-Line, Inc. pursuant to which it has issued warrants to purchase 333,333 shares of AUGI Common Stock. Except for the transactions contemplated by this Agreement, AUGI has not entered into any other letters of intent or written understandings with respect to any acquisition. All of the foregoing is qualified, in its entirety by the disclosures contained in AUGI's Annual Report on Form 10-K for its fiscal year ended July 31, 1996 (the "1996 Form 10-K"), a true copy of which has been furnished to the StockholderStockholders. (b) The AUGI Merger Stock is a portion of the AUGI Common Stock, which is the stock of AUGI traded on the Nasdaq National Market. When issued and delivered pursuant to this Agreement, all of the AUGI Merger Stock will be validly issued, fully-paid and non-assessable, owned by AUGI free and clear of all pledges, Liens, claims, charges, encumbrances, assessments, pre-emptive rights and other restrictions and limitations whatsoever. All other classes and series of equity securities of AUGI are identified in the 1996 Form 10-K and, except as set forth in Section 5.5(a) above and in the 1996 Form 10-K, there are no outstanding options, calls, warrants, stock, debentures or rights of subscription exercisable or convertible into shares of AUGI Common Stock.

Capitalization of AUGI. (a) AUGI is (i) authorized to issue 20,000,000 shares of Common Stock, $.01 par value per share ("AUGI Common Stock"); (ii) 5,689,749 7,166,382 shares of AUGI Common Stock were issued and outstanding at January 31October 14, 1996; (iii) 750,000 options to acquire 126,550 shares of AUGI Common Stock are reserved for issuance pursuant to outstanding under AUGI's 1991 Employee Incentive Stock Option Plan, of which options to acquire approximately 620,000 options were outstanding 550,000 shares have been exercised at July 31or prior to September 30, 19951996; (iv) 171,000 stock options to acquire 171,000 shares of AUGI Common Stock were reserved for certain key employees under AUGI's Stock Option Bonus Plan, of which 114,000 options were outstanding to acquire 171,000 shares have been granted at July 31October 14, 19951996, and under which option plan no further options can be granted; (v) 38,496 at September 30, 1996, options to acquire approximately 15,000 shares of AUGI Common Stock were reserved for certain employees outstanding under a 1991 Transfer Plan, of which options to purchase 24,328 acquire approximately 38,000 shares were originally reserved for issuance, with no further options being available for grant under such plan; (vi) at September 30, 1996, options to acquire 2,000,000 shares of AUGI Common Stock were outstanding at July 31, 1995; (vi) 2,500,000 options are reserved for issuance (subject to AUGI stockholder ratification) pursuant to a 1996 qualified and non-qualified stock option plan, of which options to purchase a maximum of 1,680,000 approximately 1,425,000 shares of AUGI Common Stock are currently outstanding and are held by the persons listed on Schedule 5.5 annexedwere granted at October 14, 1996; and (vii) warrants to purchase an aggregate of 920,000 shares of AUGI Common Stock at $7.50 per share were issued and outstanding at July 31October 14, 1995 1996; and (viii) additional options and warrants to purchase 50,000 acquire an aggregate of approximately 500,000 shares of AUGI Common Stock were also issued and outstanding at $6.00 per shares were issued in October 14, 1996. Subsequent to January 31On August 8, 1996, AUGI (i) has acquired 100% of the capital stock of ConnectSoft, Inc. ("ConnectSoft") pursuant to which it issued 1,000,000 shares of its convertible preferred stock which is convertible into a maximum of 3,000,000 shares of AUGI Common Stock; (ii) has . On September 20, 1996, AUGI acquired 100% of the capital stock of Interglobe NetworkNetworks, Inc. ("Interglobe"), pursuant to which AUGI paid $400,000 and Interglobe stockholders were issued 800,000 shares of AUGI Common Stock; , and (iii) acquired Seattle On- Line, Inc. pursuant were granted options to which it has issued warrants to purchase 333,333 shares acquire an additional 800,000 share of AUGI Common StockStock under the terms of employment agreements. Except for as aforesaid, and as disclosed in the transactions contemplated by this Agreement, proxy statement of AUGI has not entered into any other letters of intent or written understandings filed with respect to any acquisition. All of the foregoing is qualified, in its entirety by the disclosures contained in AUGI's Annual Report Securities and Exchange Commission on Form 10-K for its fiscal year ended July 31August 22, 1996 (the "AUGI 1996 Form 10-KProxy Statement"), a true copy of which has been furnished to the Stockholder. (b) The parties who will acquire Creditor Shares and Warrants from AUGI Merger Stock is a portion of in connection with the AUGI Common Stock, which is the stock of AUGI traded on the Nasdaq National Market. When issued and delivered pursuant to closing contemplated under this Agreement, all as of the AUGI Merger Stock will be validly issued, fully-paid and non-assessable, owned by AUGI free and clear date of all pledges, Liens, claims, charges, encumbrances, assessments, pre-emptive rights and other restrictions and limitations whatsoever. All other classes and series of equity securities of AUGI are identified in the 1996 Form 10-K and, except as set forth in Section 5.5(a) above and in the 1996 Form 10-K, this Agreement there are no outstanding options, calls, warrants, preferred stock, debentures or rights other securities convertible or exchangeable for or into AUGI shares of subscription exercisable Common Stock. Except as disclosed in the AUGI 1996 Proxy Statement and a possible transaction with the Seller, AUGI does not have any outstanding letters of intent or convertible into understandings with respect to any acquisition, other than a signed letter of intent, dated October 14, 1996, with Broadcast Tower Sites, Inc. and Spectrum Tech, Inc., pursuant to which both such companies are proposed to be acquired by AUGI in consideration for 700,000 shares of AUGI Common Stock, options to acquire 300,000 shares of AUGI Common Stock and $1,000,000 in cash at closing.

Capitalization of AUGI. (a) AUGI is (i) authorized to issue 20,000,000 shares of Common Stock, $.01 par value per share ("AUGI Common Stock"); (ii) 5,689,749 shares of AUGI Common Stock were issued and outstanding at January 31, 1996; : (iii) 750,000 shares of AUGI Common Stock are reserved for issuance pursuant to AUGI's 1991 Employee Incentive Stock Option Plan, of which approximately 620,000 options were outstanding at July 31, 1995; (iv) 171,000 stock options were reserved for certain key employees under AUGI's Stock Option Bonus Plan, of which 114,000 options were outstanding at July 31, 1995; (v) 38,496 options were reserved for certain employees employs under a 1991 Transfer Plan, of which options to purchase 24,328 shares of AUGI Common Stock were outstanding at July 31, 1995; (vi) 2,500,000 1,000,000 options are reserved for issuance (subject to AUGI stockholder ratification) pursuant to a 1996 qualified and non-qualified stock option plan, of which options to purchase a maximum of 1,680,000 650,000 shares of AUGI Common Stock are currently outstanding and are held by the persons listed on Schedule 5.5 annexedwere granted in April 1996; and (vii) warrants to purchase an aggregate of 920,000 shares of AUGI Common Stock at $7.50 per share were issued and outstanding at July 31, 1995 and warrants to purchase 50,000 shares of AUGI Common Stock at $6.00 per shares were issued in October 19961995. Subsequent to January 31, 1996, AUGI (i) has acquired 100% of the capital stock of ConnectSoft, Inc. ("ConnectSoft") pursuant to which it issued 1,000,000 shares of its convertible preferred stock which is convertible into a maximum of 3,000,000 shares of AUGI Common Stock; and (ii) has acquired 100% entered into a letter of Interglobe Networkintent to acquire Datacom Communications, Inc. pursuant Inc., a true copy of which letter of intent has been furnished to which AUGI paid $400,000 the Principal Stockholders. Except as aforesaid, and issued 800,000 shares as disclosed in the preliminary proxy statement of AUGI Common Stock; filed with the Securities and (iii) acquired Seattle On- Line, Inc. pursuant to which it has issued warrants to purchase 333,333 shares of AUGI Common Stock. Except for the transactions contemplated by this Agreement, AUGI has not entered into any other letters of intent or written understandings with respect to any acquisition. All of the foregoing is qualified, in its entirety by the disclosures contained in AUGI's Annual Report Exchange Commission on Form 10-K for its fiscal year ended July 31August 22, 1996 (the "AUGI 1996 Form 10-KProxy Statement"), a true copy of which has been furnished to the Stockholder. (b) The AUGI Merger Stock is a portion of the AUGI Common Stock, which is the stock of AUGI traded on the Nasdaq National Market. When issued and delivered pursuant to this Agreement, all of the AUGI Merger Stock will be validly issued, fully-paid and non-assessable, owned by AUGI free and clear of all pledges, Liens, claims, charges, encumbrances, assessments, pre-emptive rights and other restrictions and limitations whatsoever. All other classes and series of equity securities of AUGI are identified in the 1996 Form 10-K and, except as set forth in Section 5.5(a) above and in the 1996 Form 10-KPrincipal Stockholders, there are no outstanding options, calls, warrants, preferred stock, debentures or rights of subscription exercisable other securities convertible or convertible exchangeable for or into AUGI shares of AUGI Common Stock. Subsequent to the August 22, 1996, AUGI was notified by the stockholders of Datacom Communications, Inc. that merger discussions were terminated. Except as disclosed in the AUGI 1996 Proxy Statement and a possible transaction with Seattle Online, Inc., AUGI has not entered into any letters of intent or understandings with respect to any acquisition.