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DEPARTMENT OF CORPORATIONS

STATE OF CALIFORNIA

INSTRUCTIONS FOR APPLICATION FOR QUALIFICATION OF

ISSUER TRANSFACTIONS BY NOTIFICATION (SECTION 260.112)

An application for the qualification of the offer and sale of securities by notification pursuant to

Section 25112 of the Code shall, in addition to the facing page required by Section 260.110 of the

rules, continue in the following form:

Note: Any item which is inapplicable should be listed by number on the form followed simply by

the word "inapplicable."

ITEM 8. DESCRIPTION OF BUSINESS.

Describe the business done and intended to be done by the issuer and its subsidiaries and the

general development of such business during the past three years. Indicate any other names

under which the issuer or any of its subsidiaries have conducted business during such period.

ITEM 9. USE OF PROCEEDS TO ISSUER.

State the principal purposes for which the net proceeds to the applicant for the securities to be

offered are intended to be used and the approximate amount intended to be used for each such

purpose.

ITEM 10. PLAN OF DISTRIBUTION.

Describe the plan of distribution of securities including the names of any underwriters or agents to

be employed by applicant in connection with the sale of securities and the discounts or

compensation to be allowed or paid to such persons, or other consideration to be received by

such persons or other persons in connection with the sale of securities. If agents (other than

licensed broker-dealers) are to be employed by the applicant in connection with the sale of

securities in California, the applicant must comply with Sections 260.141.30 and 260.141.31, Title

10, California Code of Regulations, and furnish the following information:

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 employed in this state 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 corporation of which he is an officer or

director, 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 corporation of which he is an officer

or director 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 11. DIRECTORS AND EXECUTIVE OFFICERS.

List the names of all directors and officers of the issuer indicating all positions and offices held by

each person named. In addition, 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 corporation of which he is an officer

or director, 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 corporation of which he is an

260.112 (rev 9/02)

Instructions For Application For Qualification Of Issuer Transfactions By Notification (Section 260.112) - Department Of Corporations

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