Common use of Organization, Good Standing and Power Clause in Contracts

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 2001, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June 30, 2002, March 31, 2002 or September 30, 2001 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB K for the fiscal year ended December 31September 30, 20012002, including the accompanying financial statements (the "Form 10-KSBK"), or in the Company's Form 10-QSB Q for the fiscal quarters ended June 30December 29, 20022001, March 3130, 2002 or September 30June 29, 2001 2002 (collectively, the "Form 10-QSBQ"), or on Schedule SCHEDULE 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Colorado and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31September 30, 20012004, as amended, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June 30, 20022004, March 31, 2002 or September 302004 and December 31, 2001 2003 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012005, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's ’s Form 10-QSB for the fiscal quarters ended March 31, 2006, September 30, 2005 and June 30, 2002, March 31, 2002 or September 30, 2001 2005 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012003, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended March 31, 2004, September 30, 2003, June 30, 2002, 2003 or March 31, 2002 or September 30, 2001 2003 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December August 31, 20012005, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended November 30, 2005, June 30, 2002, 2005 and March 31, 2002 or September 30, 2001 2005 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012002, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended September 30, 2003, June 30, 2002, 2003 or March 31, 2002 or September 30, 2001 2003 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Washington and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31April 30, 20012002, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June 30July 31, 2002, March October 31, 2002, or January 31, 2002 or September 30, 2001 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly ------------------------------------- incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012000, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June 30, 20022000, September 30, 2000 or March 31, 2002 or September 30, 2001 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and --------------- each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB K for the fiscal year ended December 31, 20012002, including the accompanying financial statements (the "Form 10-KSBK"), or in the Company's Form 10-QSB Q for the fiscal quarters ended March 31, 2003, June 30, 2002, March 31, 2002 2003 or September 30, 2001 2003 (collectively, the "Form Forms 10-QSBQ"), or on Schedule 2.1(a2.1 (a) hereto. The Company and each such subsidiary of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Colorado and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012002, including the accompanying financial statements (the "“Form 10-KSB"”), in the Company’s registration statement on Form SB-2 (File No. 333-11851) filed on January 12, 2004, including the accompanying financial statements (the “Form SB-2”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended September 30, 2003, June 30, 2002, 2003 or March 31, 2002 or September 30, 2001 2003 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Colorado and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31September 30, 20012003, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended March 31, 2004, December 31, 2003 and June 30, 2002, March 31, 2002 or September 30, 2001 2003 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Utah and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012005, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June 30, 20022006, March 31, 2002 or 2006 and September 30, 2001 2005 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Utah and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012005, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended June 30, 20022006, March 31, 2002 or 2006 and September 30, 2001 2005 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a2.1(g) hereto. The Except as set forth on Schedule 2.1(a), the Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012002, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended September 30, 2003, June 30, 2002, 2003 or March 31, 2002 or September 30, 2001 2003 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31June 30, 20012006, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters quarter ended June 30, 2002, March 31, 2002 or September 30, 2001 2006 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a2.1(g) hereto. The Except as set forth on Schedule 2.1(a), the Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31February 28, 20012006, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended June May 31, 2006, November 30, 2002, March 2005 and August 31, 2002 or September 30, 2001 2005 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012005, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's ’s Form 10-QSB for the fiscal quarters ended June 30, 20022006, March 31, 2002 or 2006 and September 30, 2001 2005 (collectively, the "Form 10-QSB"), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012004, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended September 30, 2005, June 30, 2002, 2005 and March 31, 2002 or September 30, 2001 2005 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31February 28, 20012007, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended June August 31, 2007, May 31, 2007 and November 30, 2002, March 31, 2002 or September 30, 2001 2006 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a2.1(g) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's ’s financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's Form 10-KSB for the fiscal year ended December 31, 20012006, including the accompanying financial statements (the "Form 10-KSB"), or in the Company's Form 10-QSB for the fiscal quarters ended March 31, 2007 and June 30, 2002, March 31, 2002 or September 30, 2001 2007 (collectively, the "Form 10-QSB"), or on Schedule 2.1(ain Section 2.1(g) heretoof the Disclosure Schedule. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e2.1(c) hereof) on the Company's financial condition.

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any subsidiaries except as set forth in the Company's ’s Form 10-KSB for the fiscal year ended December 31, 20012003, including the accompanying financial statements (the "“Form 10-KSB"”), or in the Company's ’s Form 10-QSB for the fiscal quarters ended September 30, 2004, June 30, 2002, 2004 or March 31, 2002 or September 30, 2001 2004 (collectively, the "“Form 10-QSB"”), or on Schedule 2.1(a) hereto. The Company and each such subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(e) hereof) on the Company's ’s financial condition.