Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 70,000,000 shares, of which 65,000,000 shares are classified as Company Common Stock, and 5,000,000 shares of which are classified as Preferred Stock, par value $0.01 .10 per share, and 25,000,000 shares are classified as Common share (the "Preferred Stock"). As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 35,853,545 shares of Company Common Stock are issued and outstanding (not including 272,700 697,556 shares of Company Common Stock held in the Company's treasury) and 1,225,634 ), 4,996,131 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 2,902,357 shares of Common Stock are outstanding (the "Company Outstanding Options")); and 2,184,760 shares reserved for issuance upon conversion of the Company's 6 1/2% Convertible Debentures (the "Debentures") outstanding on the date hereof (the "Outstanding Debentures"). Except as set forth aboveabove or in the Company Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All The Company Disclosure Statement sets forth a list of all Company Outstanding Options, including the shares of each holder thereof, which such options are currently vested and which such options will vest as a result of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4Merger.

Capitalization of the Company. (a) The Company's ’s entire authorized share capital stock consists of 30,000,000 28,000,000 shares, of which 5,000,000 shares are classified as Preferred Stockpreference shares, par value $0.01 U.S.$1.00 per share, and 25,000,000 23,000,000 shares are classified as Common Stockordinary shares par value U.S.$1.00 per share. As of the date hereof, there are no preference shares of Preferred Stock issued and outstanding, 14,509,666 8,027,809 ordinary shares of Common Stock are issued and outstanding (not including 272,700 1,409,691 ordinary shares of Common Stock held in the Company's treasuryas treasury shares) and 1,225,634 252,140 ordinary shares of Common Stock are reserved for issuance in connection with the Company's ’s stock option plans (of which options to purchase 682,875 554,160 ordinary shares of Common Stock are outstanding (the "“Outstanding Options"”)). Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders members rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stockshares, voting securities or securities convertible into or exchangeable for capital stock shares or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockshares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's “Company’s Securities"”), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Company’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 29,500,000 shares, of which 5,000,000 28,500,000 shares are classified as Company Common Stock, and 1,000,000 of which are classified as Preferred Stock, no par value $0.01 per share, and 25,000,000 shares are classified as Common (the "Preferred Stock"). As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 7,994,402 shares of Company Common Stock are issued and outstanding (not including 272,700 and 1,811,721 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 315,825, 1,006,375 and 56,250 shares of Common Stock are outstanding under the Company's 1983 Stock Option Plan, 1992 Stock Plan and the Director Warrant Plan, respectively (the "Company Outstanding Options")). Except as set forth aboveabove or as contemplated in connection with the Financing (as defined herein) or by Annex B hereto, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All The Company Disclosure Statement sets forth a list of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the all Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and which such options are in full force and effect. SECTION 2.4currently vested.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of: (i) 50,000,000 shares of 30,000,000 shares, of which Common Stock and (ii) 5,000,000 shares are classified as of Preferred Stock, par value $0.01 per share, (A) 141,450 shares of which are designated as shares of Series A Preferred Stock and 25,000,000 (B) 180,000 shares of which are classified designated as Common shares of Series B Preferred Stock. As of the date hereofNovember 1 2004, there are (i) 11,609,099 shares of Common Stock were issued and outstanding and 1,360,573 shares were held in treasury and (ii) no shares of Preferred Stock were issued and outstandingoutstanding or held in treasury. All of the outstanding shares of Common Stock have been validly issued, 14,509,666 and are fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 2.9(a) of the Company Disclosure Schedule, no shares of Common Stock are issued and outstanding (not including 272,700 subject to issuance pursuant to the Company Stock Plans. Other than as contemplated in this Agreement, since November 1, 2004 no shares of Common capital stock of the Company have been issued other than pursuant to the exercise of Stock held in Options set forth on the Company's treasury) Award List, and 1,225,634 shares of Common no Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options"))Options or Restricted Shares have been granted. Except as set forth aboveabove or in the next succeeding sentence, there are no outstanding (i) no shares of capital stock (including Restricted Shares) or other voting securities of the Company, (ii) no securities of the Company or any of the its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued its Subsidiaries, or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the its Subsidiaries to issueissue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockcollectively, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Company Securities"). Each share of Common Stock carries with it an associated share purchase right (collectively, the "Company Rights") issued pursuant to the Rights Agreement between the Company and KeyCorp. Shareholder Services, Inc. as Rights Agent, dated as of March 27, 1997 (v) as heretofore amended, the "Company Rights Agreement"), which entitles the holder thereof to purchase, on the occurrence of certain events, shares of Series B Preferred Stock or Common Stock. Other than as contemplated by this Agreement, there are no outstanding obligations of the Company or any of the its Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4Securities.

Capitalization of the Company. (a) The Prior to the filing of the Amended Memorandum and Articles the Company's ’s entire authorized share capital stock consists of 30,000,000 Class A common shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 U.S.$0.01 per share, 2 Class C common shares, par value U.S.$1.00 per share, 7 Class F common shares, par value U.S.$1.00 per share, 1 Class H common share, par value U.S.$1.00 per share and 25,000,000 15,000,000 shares are classified as Common Stockof series A convertible preferred shares, par value U.S.$1.00 per share. As of the date hereof, there are no 21,808,290 Class A common shares of Preferred Stock issued and outstanding, 14,509,666 2 Class C common shares of Common Stock are issued and outstanding, 7 Class F common shares issued and outstanding, 1 Class H common share issued and outstanding (not including 272,700 and no series A convertible preferred shares issued and outstanding. As of Common Stock held in the Company's treasury) and 1,225,634 date hereof, 512,677 Class A common shares of Common Stock are reserved for issuance in connection with the Company's ’s stock option plans (of which options to purchase 682,875 512,677 shares of Common Stock are outstanding (each an “Outstanding Option” and collectively, the "“Outstanding Options")”). Except as set forth aboveabove or on Schedule 2.4 hereto, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders members rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stockshares, voting securities or securities convertible into or exchangeable for capital stock shares or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stockshares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's “Company’s Securities"”), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Company’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares, 10,000,000 Shares of which Common Stock and 5,000,000 shares are classified as Shares of Preferred Stock, par value $0.01 per shareof which, and 25,000,000 shares are classified as of the date hereof, 2,330,136 Shares of Common Stock, 497,075 Shares of Series A Preferred Stock, 150,000 Shares of Series B Preferred Stock, 200,000 Shares of Series C Preferred Stock, 249,750 Shares of Series D Preferred Stock and 418,218 Shares of Series E Preferred Stock were issued and outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable and are, other than the Series E Preferred Stock, free of preemptive rights. As of the date hereof, 1,375,000 Shares were reserved for issuance and 447,465 Shares were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Plans. As of the date hereof, there are no shares were Warrants to purchase 325,000 Shares of Preferred Stock issued common stock outstanding and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are 325,000 Shares reserved for issuance in connection with the Company's stock option plans (exercise of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options"))such Warrants. Except as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into into, or exchangeable for or exercisable for, shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, and (iv) no equity equivalents, equivalent interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed described in the foregoing clauses (i) through (iv) hereafter collectively referred to collectively as the "Corporation's Company Securities"). As of the date hereof, and (v) there are no outstanding rights or obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loanCompany Securities. All Shares, capital contribution or otherwise) Company Stock Options and Warrants have been issued in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free compliance with all federal and clear of any Lien or any other limitation or restriction state (including any restriction on "blue sky") laws, statutes, regulations and permits. Other than the right to vote or sell Litmus Concepts, Inc. Shareholders' Agreement dated as of February 15, 1998, the sameFourth Amended and Restated Registration Rights Agreement, except dated as may be provided of February 25, 1998, and as a matter of law). For purposes of otherwise contemplated by this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There there are no securities of shareholder agreements, voting trusts, rights agreements or other agreements or understandings to which the Company or its shareholders are parties or by which they are bound relating to the voting or registration of or rights associated with any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares voting securities of the capital stock Company. The holders of Shares of Preferred Stock of the Company are not entitled to and each do not have dissenter's rights under Chapter 13 of the Subsidiaries have been duly authorized CCC. Section 2.2 of the Company Disclosure Schedule sets forth a true and validly issued complete list as of the date hereof of all holders of outstanding Company Stock Options, the exercise or vesting schedule, the exercise price per share, the term of each such Company Stock Option, whether such option is a nonqualified stock option or incentive stock option and are fully paid and nonassessable, free any restrictions on exercise or sale of the option or underlying shares. No Company Stock Option shall accelerate solely as a consequence of the Merger or any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4of the other transactions contemplated by this Agreement.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares__________ shares of Common Stock, of which 5,000,000 shares are classified which, as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there to the best of Sellers' knowledge, 100,000 shares are outstanding and no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 . All outstanding shares of Common Stock capital stock of the Company have been validly issued and are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 fully paid and nonassessable, and no shares of Common Stock capital stock of the Company are outstanding (the "Outstanding Options"))subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth aboveabove in this Section, there are (and as of the Closing Date there will be) outstanding (i) no shares of capital stock or other voting securities of the CompanyCompany other than those shares issued to the parties set forth on Exhibit B, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the CompanyCompany other than the Note, (iii) no options, warrants options or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Subsidiaries to issue, any capital stock, voting securities or securities Company convertible into or exchangeable for such capital stock or voting securities of the Companysecurities, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries earnings, or other similar rights of or with respect to the Company. There are (and as of the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (vClosing Date there will be) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem redeem, or otherwise acquire any of the Corporation's Securities or to make any investment (by loanforegoing shares, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock ofsecurities, options, equity equivalents, interests, or other ownership interests in, each of the Subsidiaries, rights. No Seller is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests inparty to, or any other securities is aware of, any voting agreement, voting trust, or similar agreement or arrangement relating to any class or series of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Company's capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4stock.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares, 15,000,000 shares of which 5,000,000 shares are classified as Preferred Stockcommon stock, par value $0.01 0.001 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no 5,000,000 shares of Preferred Stock issued and outstandingpreferred stock, 14,509,666 par value $0.001 per share, of which 1,000 shares of Common Stock common stock are issued and outstanding (not including 272,700 and no shares of Common Stock held in preferred stock are issued and outstanding. No outstanding shares of common stock of the Company are subject to any rights of repurchase by the Company's treasury) and 1,225,634 . All of the outstanding shares of Common Stock are reserved for issuance in connection with common stock of the Company's stock option plans (Company have been validly issued and fully paid, nonassessable and free of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options"))preemptive rights. Except as set forth abovefor the Company Shares, there are not outstanding any (i) no shares of capital stock or other voting securities of the CompanyCompany (including any shares of preferred stock), (ii) no securities of the Company or any of the Subsidiaries convertible into into, or exchangeable for or exercisable for, shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, issue any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, Company or (iv) no equity equivalents, equivalent interests in the ownership or earnings of the Company or any other similar rights. All of the Subsidiaries or other similar rights outstanding Company Shares were issued in compliance with the Securities Act of 1933, as amended (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"“Securities Act”), and (v) applicable state securities laws. As of the date hereof, there are no outstanding rights or obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetCompany Shares. There are no securities of stockholder agreements, voting trusts or other arrangements or understandings to which the Company is a party or any of the Subsidiaries convertible into or exchangeable forby which it is bound, and to its Knowledge there are no options other agreements, voting trusts or other rights arrangements or understandings, relating to acquire from the Company voting or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, registration of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock voting securities of the Company and each or to the issuance of capital stock, options, warrants or any other rights to any person, including any sales representatives, consultants, contractors, employees, stockholders of the Subsidiaries have been duly authorized Company or distributors of the Company’s products. Attached hereto as Section 2.2 of the Disclosure Schedule is a true and validly issued complete list as of the date hereof and as of the Closing Date of all holders of outstanding Company Shares, which list sets forth the names, addresses and primary residences, and the number of Company Shares held by each Seller. No Company Shares are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4owned by the Company.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 405,000,000 shares, comprised of which 320,000,000 shares of SNC Common Stock, 80,000,000 shares of xxxxxx.xxx Common Stock and 5,000,000 shares are classified as of preferred stock, $0.001 par value per share (the "Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock"). As of the date hereofclose of --------------- business on December 31, there are 2000, 73,862,249 shares of SNC Common Stock were issued and outstanding, 22,689,521 shares of xxxxxx.xxx Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding, 14,509,666 . All the outstanding shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) capital stock are, and 1,225,634 all shares of Common Stock are reserved for issuance which may be issued pursuant to the Company Option Plans will be, when issued in connection accordance with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options"))respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth abovein this Section 3.05, (ii) for the transactions contemplated by this Agreement, and (iii) for changes since December 31, 2000 resulting from the exercise of employee and director stock options outstanding on such date, there are outstanding (ix) no shares of capital stock or other voting securities of the Company, (iiy) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, and (iiiz) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of the Company, obligating the Company or any of the Subsidiaries to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership Company or earnings of obligating the Company to grant, extend or enter into any of the Subsidiaries such option, warrant, subscription or other similar rights right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed items in clauses (ix), (y) through and (ivz) being referred to collectively as the "Corporation's Company Securities"), and (v) no outstanding obligations . None of the Company or its ------------------ Subsidiaries has any of the Subsidiaries contractual obligation to repurchaseredeem, redeem repurchase or otherwise acquire any Company Securities, including as a result of the Corporation's Securities or to make any investment (transactions contemplated by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4.

Capitalization of the Company. (a) The Company's entire authorized capital stock of the Company consists of 30,000,000 shares(i) 50,000,000 shares of Company Common Stock, of which 5,000,000 7,179,429 shares are classified as Preferred Stock, par value $0.01 per share, currently issued and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no outstanding and (ii) 15,000,000 shares of preferred stock, $.001 par value, of which 3,250 Preferred Stock Shares are currently issued and outstanding, 14,509,666 . All outstanding shares of Common Stock capital stock of the Company have been validly issued, and are issued fully paid, nonassessable and free of preemptive rights. Set forth in SCHEDULE 4.2(A) are all outstanding (not including 272,700 shares options, warrants, or other rights to purchase capital stock of Common Stock held in the Company from the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). Except as set forth aboveabove or in SCHEDULE 4.2(A), there are outstanding (iA) no shares of capital stock or other voting securities of the Company, (iiB) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iiiC) no options, warrants subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement)Company, and no obligations obligation of the Company or any of the Subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (ivD) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights issued by the Company (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed items referred to in clauses (A)-(D) are referred to herein as "COMPANY SECURITIES"). Except as set forth on SCHEDULE 4.2(A) hereto, (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) there are no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, (ii) no agreement or other document grants or imposes on any shares of the Corporation's Securities or to make Company Common Stock any investment (by loanright, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock ofpreference, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation privilege or restriction with respect to the transactions contemplated hereby (including without limitation any restriction on rights of first refusal), other than the right to vote or sell dissent from the same, except Merger as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset in Section 2.1(e) above and (including, without limitation, any securityiii) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4outstanding.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 70,000,000 shares, of which 65,000,000 shares are classified as Common Stock, par value $.01 per share (the "Company Common Stock"), and 5,000,000 shares of which are classified as Preferred Stock, par value $0.01 .10 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 36,239,254 shares of Company Common Stock are issued and outstanding (not including 272,700 697,556 shares of Company Common Stock held in the Company's treasury) and 1,225,634 ), 5,197,787 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 3,113,013 shares of Common Stock are outstanding (the "Outstanding Options")); and 2,300,000 shares reserved for issuance upon conversion of the Company's 6 1/2% Convertible Debentures (the "Debentures") outstanding on the date hereof (the "Outstanding Debentures"). Except as set forth aboveabove or in the Company Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All The Company Disclosure Statement sets forth a list of all Outstanding Options, including the shares of each holder thereof, which such options are currently vested and which such options will vest as a result of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. (c) All issued and outstanding shares of the capital stock of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, free of any preemptive rights. The Outstanding Options have been duly authorized and validly issued and are in full force and effect. SECTION 2.4Merger.