Common use of Capitalization of PROVIDENCE Clause in Contracts

Capitalization of PROVIDENCE. As of the date hereof, the authorized capital stock of PROVIDENCE consists of fifty million (50,000,000) shares of PROVIDENCE Common Stock, $.001 par value, of which one million five hundred thousand (1,500,000) shares of common stock are issued and outstanding, and fifty million (50,000,000) shares of PROVIDENCE Preferred Stock, $.001 par value, of which none are issued and outstanding. All of the issued and outstanding shares of capital stock of PROVIDENCE have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating PROVIDENCE or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of PROVIDENCE Common Stock or any other shares of the capital stock of PROVIDENCE or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. There are no agreements obligating PROVIDENCE to redeem, repurchase or otherwise acquire the capital stock of PROVIDENCE, or any other securities issued by it, or to register the sale of the capital stock of PROVIDENCE under applicable securities laws. There are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the PROVIDENCE Shareholders by PROVIDENCE.

Capitalization of PROVIDENCE. As of the date hereof, the authorized capital stock of PROVIDENCE consists of fifty million (50,000,000) shares of PROVIDENCE Common Stockcommon stock, $.001 par value, of which one million five seven hundred fifty thousand (1,500,000750,000) shares of common stock are issued and outstanding, all such shares being issued under Form S-8 filed with the SEC on November 30, 2000, and fifty million (50,000,000) shares of PROVIDENCE Preferred Stock, $.001 par value, of which none are issued and outstanding. All of the issued and outstanding shares of capital stock of PROVIDENCE have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating PROVIDENCE or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of PROVIDENCE Common Stock common stock or any other shares of the capital stock of PROVIDENCE or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. There are no agreements obligating PROVIDENCE to redeem, repurchase or otherwise acquire the capital stock of PROVIDENCE, or any other securities issued by it, or to register the sale of the capital stock of PROVIDENCE under applicable securities laws. There are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the PROVIDENCE Shareholders by PROVIDENCE.

Capitalization of PROVIDENCE. As of the date hereof, the authorized capital stock of PROVIDENCE consists of fifty million (50,000,000) shares of PROVIDENCE Common Stock, $.001 par value, of which one million five seven hundred thirty-four thousand (1,500,000734,000) shares of common stock are issued and outstanding, all such shares being issued under Form S-8 filed with the SEC on August 24, 2000, and fifty million (50,000,000) shares of PROVIDENCE Preferred Stock, $.001 par value, of which none are issued and outstanding. All of the issued and outstanding shares of capital stock of PROVIDENCE have been duly and validly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except as disclosed herein, there are no authorized or outstanding subscriptions, options, conversion rights, warrants or other agreements, securities or commitments of any nature whatsoever (whether oral or written and whether firm or conditional) obligating PROVIDENCE or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, to any person any shares of PROVIDENCE Common Stock or any other shares of the capital stock of PROVIDENCE or any shares of the capital stock of any of its subsidiaries, or any securities convertible into or exchangeable for any such shares, or obligating any such person to grant, extend or enter into any such agreement or commitment. There are no agreements obligating PROVIDENCE to redeem, repurchase or otherwise acquire the capital stock of PROVIDENCE, or any other securities issued by it, or to register the sale of the capital stock of PROVIDENCE under applicable securities laws. There Exhibit 1.1 - Pg. 16 are no agreements or arrangements prohibiting or otherwise restricting the payment of dividends or distributions to the PROVIDENCE Shareholders by PROVIDENCE.