FORTH THE COMPANY'S
JURISDICTION OF INCORPORATION AND EACH OTHER JURISDICTION IN WHICH IT IS
AUTHORIZED TO DO BUSINESS.
THE COMPANY IS DULY INCORPORATED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION.
THE COMPANY HAS ALL REQUISITE CORPORATE POWER AND CORPORATE AUTHORITY TO CARRY
ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED, AND TO OWN, LEASE AND OPERATE ITS
PROPERTIES AND ASSETS, AND TO PERFORM ALL ITS OBLIGATIONS UNDER THE CONTRACTS TO
WHICH IT IS A PARTY OR BY WHICH IT IS BOUND.
EXCEPT AS SET FORTH ON
SCHEDULE 2.1(A), THE COMPANY IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION AND IS IN GOOD STANDING UNDER THE LAWS OF EACH STATE OR OTHER
JURISDICTION IN WHICH THE PROPERTIES AND ASSETS OWNED, LEASED OR OPERATED BY IT
OR THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKE SUCH QUALIFICATION NECESSARY,
EXCEPT IN SUCH JURISDICTIONS WHERE THE FAILURE TO BE DULY QUALIFIED OR IN GOOD
STANDING WOULD NOT HAVE OR BE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
(B)
THE COMPANY HAS NO SUBSIDIARIES.
(C)
TRUE, ACCURATE AND COMPLETE COPIES OF THE
ORGANIZATIONAL DOCUMENTS OF THE COMPANY, WITH ALL AMENDMENTS THERETO THROUGH THE
CLOSING DATE, HAVE BEEN MADE AVAILABLE TO PURCHASER.
(D)
THE ONLY NAMES UNDER THE COMPANY HAS CONDUCTED
ANY BUSINESS SINCE APRIL 3, 2000, ARE:
"MASTER TEK INTERNATIONAL, INC." AND
"SOUTHWEST WATER BILLING SOLUTIONS, INC." AND "RCI UTILITIES, INC." AND
"INTELLI-BILLING".
(E)
THE NAMES AND TITLES OF THE OFFICERS AND
DIRECTORS OF THE COMPANY ARE LISTED ON SCHEDULE 2.1(E).
10
SECTION 2.2
COMPANY'S CAPITALIZATION.
(A)
THE AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL
STOCK OF THE COMPANY IS SET FORTH ON SCHEDULE 2.2.
THE SHARES ARE THE ONLY
SECURITIES OF THE COMPANY THAT ARE ISSUED OR OUTSTANDING.
(B)
SELLER IS, AND WILL BE ON THE CLOSING DATE, THE
LEGAL RECORD AND BENEFICIAL OWNER AND HOLDER OF, AND HAS, AND ON THE CLOSING
DATE WILL HAVE, SOLE LEGAL RECORD AND BENEFICIAL TITLE TO, THE SHARES.
SELLER
OWNS THE SHARES FREE AND CLEAR OF ALL LIENS.
(C)
EACH OF THE ISSUED SHARES OF CAPITAL STOCK OF,
OR OTHER EQUITY INTEREST IN, THE COMPANY IS DULY AUTHORIZED, VALIDLY ISSUED AND,
IN THE CASE OF SHARES OF CAPITAL STOCK, FULLY PAID AND NONASSESSABLE, AND HAS
NOT BEEN ISSUED IN VIOLATION OF (NOR ARE ANY OF THE AUTHORIZED SHARES OF CAPITAL
STOCK OF, OR OTHER EQUITY INTERESTS IN, THE COMPANY SUBJECT TO) ANY PREEMPTIVE
OR SIMILAR RIGHTS CREATED BY APPLICABLE LAWS, THE ARTICLES OF INCORPORATION OR
BYLAWS (OR THE EQUIVALENT ORGANIZATIONAL DOCUMENTS) OF THE COMPANY, OR ANY
CONTRACT TO WHICH SELLER OR THE COMPANY IS A PARTY OR IS BOUND, AND ALL SUCH
ISSUED SHARES OR OTHER EQUITY INTERESTS OF THE COMPANY ARE OWNED FREE AND CLEAR
OF ALL LIENS.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 2.2, THERE ARE
NO ISSUED OR OUTSTANDING SUBSCRIPTIONS, OPTIONS, CONVERTIBLE SECURITIES, RIGHTS
(INCLUDING REGISTRATION RIGHTS), WARRANTS, CALLS, IRREVOCABLE PROXIES OR OTHER
AGREEMENTS OR COMMITMENTS OF ANY KIND OBLIGATING THE COMPANY