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Form C - Undertaking - Quarterly Reports - Colorado Department Of Regulatory Agencies Page 2

with respect to the election of directors or other matters shall

be described.

ii.

Describe any arrangements, known to the Registrant, including any

pledge by any person of securities of the Registrant or any of its

parents, the operation of which may at a subsequent date result in a

change in control of the registrant.

Item B.

Acquisition or Disposition of Assets.

If the Registrant or any of its majority-owned subsidiaries has acquired or

disposed of a significant amount of assets, otherwise than in the ordinary

course of business, furnish the following information:

The date and manner of the acquisition or disposition and a brief

description of the assets involved, the nature and amount of

consideration given or received therefor, the principal followed in

determining the amount of such consideration, the identity of the

person(s) from whom the assets were acquired or to whom they

were sold and the nature of any material relationship between such

person(s) and the Registrant or any of its affiliates, and director or

officer of the Registrant, or any associate of any such director or

officer. If the transaction being reported is an acquisition, identify

the source(s) of the funds used.

ii.

If any assets so acquired by the Registrant or its subsidiaries

constituted plant, equipment or other physical property, state the

nature of the business in which the assets were used by the

person(s) from whom acquired and whether the Registrant intends

to continue such use or intends to devote the assets to other

purposes, indicating such other purposes.

Instructions:

The term “acquisition” includes every purchase, acquisition

by lease, exchange, merger, consolidation, succession or

other acquisition; provided that such term does not include

the construction or development of property by or for the

Registrant or its subsidiaries or the acquisition of materials

for such purpose.

The term “disposition” includes every

sale, disposition by lease, exchange, merger, consolidation,

mortgage, or hypothecation of assets, assignment, whether

for the benefit of creditors or otherwise, abandonment,

destruction, or other disposition.

Form C - Undertaking - Quarterly Reports - Colorado Department Of Regulatory Agencies Page 2