Statement Of Issuer - Minnesota Department Of Commerce (Page 2 of 3) in pdf

The Issuer represents that it will sell the securities only to buyers

who it reasonably believes are purchasing for investment only.

support of this representation, the issuer will require each purchaser

to sign a copy of an Investment Letter or other instrument disclosing

an investment intent in the form of Exhibit A hereto.

The issuer will

maintain copies of such letter or instrument in its files and will

make the same available to the Commerce Department for inspection upon

a reasonable request, for a period of three (3) years from the date of

the last sale made pursuant to this filing.

The issuer will cause all

certificates issued pursuant to this filing to bear the following

legend:

“ The securities represented by this certificate have not

been registered under Chapter 80A of the Minnesota Securities Laws and

may not be sold, transferred or otherwise disposed of except pursuant

to registration, or an exemption therefrom” ; or will cause to be

placed upon each of said certificates language equivalent thereto.

13.

Attach the following Exhibits to this form:

Exhibit A - Investment Letter

Exhibit B - A copy of any offering circular or other offering documents

(such as financial or other business information) intended to be

distributed to all offerees.

Exhibit C - A description of the present capitalization of the issuer and,

(1) if a corporation, the names of all officers and all shareholders

owning 5% or more of the outstanding common stock, or: (2) if a

limited partnership, the name of the general partner and, if a

corporate general partner, the names of its officers and all

shareholders owning 5% or more of its outstanding common stock.

Exhibit D - A detailed description of the use to which the proceeds of the

offering will be applied.

Exhibit E - If a non-resident, a statement that it consents to service of

process in Minnesota and designates an agent for the receipt of such

service.

Exhibit F - The opinion of issuer’s counsel that the issuer is validly

organized and authorized to issue the securities to be sold.

THE ISSUER CONSENTS TO PERMIT INSPECTION OF ITS BOOKS, RECORDS, ACCOUNTS, AND

FILES BY THE COMMISSIONER OF COMMERCE OR HIS DESIGNEE WITH REFERENCE TO THE SALE

OF SECURITIES DESCRIBED HEREIN, AND AGREES TO PROVIDE THE COMMISSIONER WITH SUCH

ADDITIONAL INFORMATION WITH RESPECT TO THE SALE OF THESE SECURITIES AS HE MAY

REQUIRE FOR A PERIOD OF THREE YEARS FROM THE DATE OF THE LAST SALE MADE PURSUANT

TO THIS FILING.

THE ISSUER RECOGNIZES THAT THE COMMISSIONER DOES NOT HEREBY WAIVE

HIS STATUTORY AUTHORITY TO REQUIRE THE AFORESAID INFORMATION AT ANY TIME BY

SUBPOENA OR OTHERWISE.

The undersigned certifies that he has read the contents of the above form and the

Exhibits appended hereto and certifies that he has personal knowledge of the

contents hereof and knows the responses set forth are true and accurate.

Dated this ________ day of __________________, 20_____.

___________________________________

ISSUER BY ITS

Subscribed and sworn to before me

this ______ day of __________________, 20______.

Minnesota Securities Rules prohibit the use of advertising and other methods of

mass communication in the distribution of securities under this exemption.

Statement Of Issuer - Minnesota Department Of Commerce Page 2

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