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DEPARTMENT OF CORPORATIONS

STATE OF CALIFORNIA

APPLICATION FOR QUALIFICATION OF RECAPITALIZATIONS AND REORGANIZATIONS

An application pursuant to Section 25121 of the Code for the qualification of the offer and sale of securities in

connection with any change in the rights, preferences, privileges, or restrictions of or on outstanding securities or in any

exchange of securities by the issuer with its existing security holders exclusively or in any exchange in connection with any

merger or consolidation or purchase of assets in consideration wholly or in part of the issuance of securities or in an entity

conversion transaction shall, in addition to the facing page required by Section 260.110 of these rules, continue on the

following form:

NOTE: Any item which is inapplicable should be listed by number on the form followed simply by the word "inapplicable."

(a) IF THE TRANSACTION INVOLVES a merger, consolidation, purchase of assets or is an entity conversion transaction:

ITEM 8. DESCRIPTION OF PLAN. Where applicable, describe the material features of the plan, the reasons therefor, the

general effect thereof upon the rights of existing security holders, the approximate number of security holders of each entity

involved, the vote needed for its approval, the proposed date for the mailing of proxies and the proposed date of the security

holders’ meeting.

ITEM 9. EXECUTION OF PLAN. Describe the method by which the plan described in Item 8 will be carried out, including the

names of any broker-dealers or agents to be employed by each entity in effecting purchases or sales of securities pursuant to

the plan and the compensation to be paid such persons, or other consideration to be received by such persons, or any other

persons, in connection with the sale, purchase, or exchange of securities. If agents (other than licensed broker-dealers) are

to be employed by the applicant in connection with the distribution of securities in California pursuant to the plan, the applicant

is required to comply with Sections 260.141.30 and 260.141.31, Title 10, California Code of Regulations, and the following

information is to be furnished:

a. The name and business address of each person who will represent the applicant as an agent in this state.

b. The name and business address of the officer or other official who will supervise such agents on behalf of the

applicant.

c. A statement that all such agents are employees of the applicant.

d. A statement of the compensation to be paid to such agents. A statement of the compensation to be paid to such

supervisory personnel, other than their regular salaries if they are regular employees of the applicant.

e. Describe any order, judgment or decree of any governmental agency or administrator, or of any court of competent

jurisdiction revoking or suspending for cause any license, permit or other authority of such agent or supervisory person or of

any entity of which he or she is an executive officer, director, or person occupying a similar status or performing similar

functions, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining

or enjoining any such person or any entity of which he or she is an executive officer, director, or person occupying a similar

status or performing similar functions from engaging in or continuing any conduct, practice, or employment in connection with

the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect

of the securities business, or of theft or of any felony.

f. A surety bond complying with Section 260.216.15, Title 10, California Code of Regulations.

ITEM 10. DESCRIPTION OF BUSINESS. Describe the business of the issuer and each other entity involved in the

transaction.

ITEM 11. DIVIDENDS IN ARREARS OR DEFAULTS. A statement concerning any dividends in arrears or defaults in

principal or interest in respect of any securities of the issuer and any other entity involved in the transaction, and concerning

the effect of the plan thereon.

ITEM 12. HIGH AND LOW SALES PRICES WITHIN 2 YEARS. As to each class of securities of the issuer and of each other

entity involved in the transaction which is admitted to trading on a securities exchange or with respect to which a market

otherwise exists, and which will be materially affected by the plan, state the high and low sale prices (or, in the absence of

such information, the range of the bid prices) for each quarterly period within two years.

ITEM 13. DIRECTORS AND EXECUTIVE OFFICERS.

(a) List the names of all directors, executive officers or persons occupying a similar status or performing similar

functions of the issuer and of each other entity involved in the transaction, indicating all positions and offices held by each

person named.

(b) Describe any order, judgment, or decree of any governmental agency or administrator, or of any court of

competent jurisdiction revoking or suspending for cause any license, permit or other authority of such person or of any entity

of which he or she is an executive officer, director, or person occupying a similar status or performing similar functions, to

engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining

any such person or any entity of which he or she is an executive officer, director, or person occupying a similar status or

performing similar functions from engaging in or continuing any conduct, practice, or employment in connection with the

purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of

the securities business, or of theft or of any felony.

ITEM 14. PRINCIPAL HOLDERS OF SECURITIES. State any material interest in the transaction of each person who, with

respect to the issuer or any other entity involved in the transaction, is a director, executive officer, or person occupying a

similar status or performing similar functions, or owns of record or beneficially (if known to the issuer) 10% or more of any

class of outstanding equity securities, or is a promoter if the issuer or such other entity was organized within the past three

years. (Instruction: An interest of one of the specified persons which arises solely from the ownership of securities of only one

of the entities involved in the transaction is not a material interest where the specified person receives no extra or special

benefit not shared on a pro rata basis by all holders of securities of that class.)

ITEM 15. EXCHANGE RATIO. State the basis of the ratio for the exchange or conversion of the securities of the issuer for

the securities of each constituent entity.

260.121 (Register 2005, No. 39)

Application For Qualification Of Recapitalizations And Reorganizations - Department Of Corporations - 2005

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