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New York State Department of Law

Investor Protection Bureau

120 Broadway - 23

Floor

New York, NY 10271

1-800-771-7755 TTD (for hearing impaired) 1-800-788-9898

§359-f(2) EXEMPTION INSTRUCTION SHEET

The following procedure should be followed in applying for an exemption pursuant to General

Business Law, Article 23-A §359-f, Subd. 2 from the provisions of §359-e, Subds. 2, 3, 4, 5 and 6 of the General

Business Law:

Submit an application (affidavit or petition) verified by an officer, general partner, trustee or other

principal having knowledge of the facts contained therein, setting forth in full the following information and

documentation:

1. The name, address and legal nature (corporation, trust, partnership, etc.) of the issuer entity (the

"applicant"); the business of the issuer; its place and date of organization; and whether it is a successor to another

entity within the last two years.

2. The name, title and affiliation of the individual affiant, his business or profession, and his

business address.

3. The names and business address of all officers, directors, general partners, trustees, principals

and selling shareholders, and a statement that there are no other principals or controlling persons.

4. Whether or not any officer, director, trustee, general partner, principal or selling shareholder,

was ever adjudged a bankrupt, made an assignment for benefit of creditors, or was an officer, director or principal

of any entity which was reorganized in bankruptcy, adjudged a bankrupt, or which made an assignment for the

benefit of creditors. (If so, specify details.)

5. Whether or not any officer, director, trustee, general partner, principal or selling shareholder,

was ever convicted of any crime, or was the subject of any injunction, cease and desist order, suspension or

restraining order, revocation of a license to practice a trade, occupation or profession, or denial of an application to

renew same, stipulation or consent to desist from any act or practice, or any other disciplinary action by any court

or administrative agency, or whether any such action proceeding is presently pending. (If so, specify details).

6. The purpose of the offering, the total dollar amount of the offering and the number of units and

classes of securities to be offered, including optional units, shares underlying warrants and conversion privileges.

Do not refer to the accompanying exhibits.

Fee for Executed Application for Exemption... $300.00

Make check payable to the NYS Department of Law.

Payment by Attorney's check, company check, certified

Send remittance to: Investment Protection Bureau

check, bank check or money order. Personal checks not

Attn. Securities Registration Section

accepted.

NYS Department of Law

120 Broadway, 23

Floor

New York, New York 10271

IPS Instruction Sheet for 359-f(2) (11/06) Page 1 of 2

359-F(2) Exemption Instruction Sheet - New York State Department Of Law Investor Protection Bureau