Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, no par value per share (the "Parent Common Stock"), of which not more than 2,500,000 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, prior to the Effective Time, issued and outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, no par value $0.001 per share (the "Parent Common Stock"), of which not more than 2,500,000 3,656,488 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, be issued and outstanding immediately prior to the Effective Time, and (b) 1,000,000 shares of preferred stock, par value $.001 per share, none of which will be issued and outstandingoutstanding immediately prior top the Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, no par value $0.001 per share (the "“Parent Common Stock"”), of which not more than 2,500,000 3,788,874 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, be issued and outstanding immediately prior to the Effective Time, and (b) 10,000,000 shares of preferred stock, par value $.001 per share, none of which will be issued and outstandingoutstanding immediately prior top the Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, no par value $.001 per share (the "“Parent Common Stock"”), of which not more than 2,500,000 2,580,141 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, immediately prior to the Effective Time, issued and outstanding, and (b) 1,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued or outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 300,000,000 shares of common stock, no par value $0.001 per share (the "“Parent Common Stock"”), of which not more than 2,500,000 51,342,453 shares (plus that number were issued and outstanding as of May 21, 2008. Except as provided in the Parent SEC Documents, there are no outstanding options or warrants to purchase shares necessary to adjust for any averaging up resulting from the reverse split of Parent described Common Stock. Except as disclosed in the Definitive Proxy of ParentParent SEC Documents, filed December 4, 2006) will be, prior to the Effective Time, issued and outstanding. Parent has there are no outstanding options, other rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 99,000,000 shares of common stock, no par value $0.001 per share (the "“Parent Common Stock"”), of which not more than 2,500,000 10,545,000 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, be issued and outstanding immediately prior to the Effective Time, and (b) 1,000,000 shares of preferred stock, par value $0.001 per share, none of which will be issued and outstandingoutstanding immediately prior to the Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 70,000,000 shares of common stock, no par value $0.001 per share (the "Parent Common Stock"), of which not more than 2,500,000 1,900,000 shares (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) will be, be issued and outstanding immediately prior to the Effective Time, and (b) 5,000,000 shares of preferred stock, par value $.001 per share, none of which will be issued and outstandingoutstanding immediately prior top the Effective Time. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson.