MARVIN MANDEL, Governor

2007

(7)   ANY TRANSACTION EXECUTED BY A BONA FIDE PLEDGEE
WITHOUT ANY PURPOSE OF EVADING THIS TITLE;

(8)    ANY OFFER OR SALE TO A BANK, SAVINGS
INSTITUTION, TRUST COMPANY, INSURANCE COMPANY, INVESTMENT
COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
PENSION OR PROFIT-SHARING TRUST, OR OTHER FINANCIAL
INSTITUTION OR INSTITUTIONAL BUYER, OR TO A
BROKER-DEALER, WHETHER THE PURCHASER IS ACTING FOR ITSELF
OR IN SOME FIDUCIARY CAPACITY;

(9)   ANY TRANSACTION UNDER AN OFFER DIRECTED BY THE
OFFEROR TO NOT MORE THAN 25 PERSONS, OTHER THAN THOSE
DESIGNATED IN ITEM (8) OF THIS SECTION, IN THIS STATE
DURING ANY PERIOD OF 12 CONSECUTIVE MONTHS, WHETHER OR
NOT THE OFFEROR OR ANY OFFEREE IS THEN PRESENT IN THIS
STATE, IF THE SELLER REASONABLY BELIEVES THAT ALL THE
BUYERS IN THIS STATE, OTHER THAN THOSE DESIGNATED IN
ITEM (8) OF THIS SECTION, ARE PURCHASING FOR INVESTMENT,
BUT THE COMMISSIONER BY RULE OR ORDER, AS TO ANY
SECURITY OR TRANSACTION OR ANY TYPE OF SECURITY OR
TRANSACTION, MAY WITHDRAW OR FURTHER CONDITION THIS
EXEMPTION, INCREASE OR DECREASE THE NUMBER OF OFFEREES
PERMITTED, OR WAIVE THE CONDITION RELATING TO THEIR
INVESTMENT INTENT;

(10)     ANY OFFER OR SALE OF A PREORGANIZATION
CERTIFICATE OR SUBSCRIPTION IF:

(I)  NO COMMISSION OR OTHER REMUNERATION IS
PAID OR GIVEN DIRECTLY OR INDIRECTLY FOR SOLICITING ANY
PROSPECTIVE SUBSCRIBER;

(II)   THE NUMBER OF SUBSCRIBERS DOES NOT
EXCEED TEN; AND

(III)  NO PAYMENT IS MADE BY ANY SUBSCRIBER;

(11)    ANY TRANSACTION UNDER AN OFFER TO EXISTING
SECURITY HOLDERS OF THE ISSUER, INCLUDING PERSONS WHO AT
THE TIME OF THE TRANSACTION ARE HOLDERS OF CONVERTIBLE
SECURITIES, NONTRANSFERABLE WARRANTS, OR TRANSFERABLE
WARRANTS EXERCISABLE WITHIN NOT MORE THAN 90 DAYS OF
THEIR ISSUANCE, IF:

(I) NO COMMISSION OR OTHER REMUNERATION,
OTHER THAN A STAND-BY COMMISSION, IS PAID OR GIVEN
DIRECTLY OR INDIRECTLY FOR SOLICITING ANY SECURITY HOLDER
IN THIS STATE; OR

(II) THE ISSUER       FIRST FILES A NOTICE

SPECIFYING THE TERMS OF THE    OFFER AND THE COMMISSIONER

DOES NOT BY ORDER DISALLOW THE    EXEMPTION WITHIN THE NEXT
FIVE FULL BUSINESS DAYS;