other exemption under Section 3(b) of the Act or in violation of Section 5(a) of the Act, shall not exceed the following amounts:

(i) $1,500,000 if the securities are offered or sold by or on behalf of the issuer, or by the estate of a decedent who owned the securities at death if offered within two years after the death of the decedent, or by affiliates of issuer; provided that the aggregate offering price of securities offered or sold by or on behalf of any one affiliate, other than an estate shall not exceed $100,000; and

(ii) $100,000 if the securities are offered or sold by or on behalf of any person other than the issuer or its affiliates; provided that the aggregate offering price of all such securities offered or sold by or on behalf of all such other persons shall not exceed $300,000 and provided that the aggregate offering price of securities offered or sold by or on behalf of an estate pursuant to this paragraph and paragraph (i) above shall not exceed $500,000. (2) When two or more persons agree to act in concert for the purpose of selling securities of the issuer, all securities of the same class sold for the account of all such persons during any 12-month period shall be aggregated for the purpose of determining the limitation on the amount of securities sold.

(3) The following definitions shall apply for the purposes of this rule:

(i) The term "securities of the issuer" shall include securities issued by any predecessor of the issuer or by any affiliate of the issuer which was organized or became such an affiliate within the past two years.

(ii) The term "person" when used with reference to a person who offers securities in reliance upon the exemption provided by this rule includes, in addition to such person, all of the following persons:

(a) Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;

(b) Any trust or estate in which such person or any of the persons specified in (a) collectively own ten percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and

(c) Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in (i) are the beneficial owners collectively of ten percent or more of any class of equity securities or ten percent or more of the equity interest.

(b) The aggregate offering price of securities which have a determinable market value shall be computed upon the basis of such market value as determined from transactions or quotations on a specified date within 15 days prior to the date of filing the offering statement or the offering price to the public, whichever is higher; Provided, That the aggregate gross proceeds actually received from the public for the securities offered hereunder shall not exceed the maximum aggregate offering price permitted in the particular case by paragraph (a) of this section.

(c) Where securities which have no determinable market value offered in exchange for outstanding securities, claims, property, or services, the aggregate offering price thereof shall be computed at the public offering price of securities of the same class for cash, or if no cash offering is to be made, then upon the basis of the value of the securities, claims, property or services to be received in exchange, as established by bona fide sales made within a reasonable time, or in the absence of such sales, upon the basis of the fair value of the securities, claims, property or services to be received in exchange, as determined by some accepted standard.

(d) The following securities need not be included in computing the amount of securities which may be offered under this regulation:

(1) Unsold securities the offering of which has been withdrawn with the consent of the Commission by amending the pertinent offering statement to reduce the amount stated therein as proposed to be offered;

(2) Securities acquired or to be acquired, otherwise than for distribution, by a single holder of the majority of the outstanding voting stock of the issuer in connection with a pro rata offering to stockholders;

(3) In the case of an offering by an issuer to its existing security holders on a pro rata basis pursuant to warrants or rights, that portion of the offering made outside of the United States and Canada;

(4) In the case of an offering of interests in an unincorporated theatrical production, interests in any affiliated unincorporated theatrical production; or

(5) In the case of an offering of interests in an unincorporated issuer organized to hold title to, lease, operate or improve specific real property, interests in any affiliated issuer organized to hold title to, lease, operate or improve other specific real property.

Filing of Offering Statement

Reg. $230.255.

(a) At least 10 days (Saturdays, Sundays and holidays excluded) prior to the date on which the initial offering or sale of any securities is to be made under this regulation, there shall be filed with the Regional Office of the Commission specified below five copies of the offering statement required by this Regulation which shall consist of Part I-Notification, Part II-Offering Circular, and Part III-Exhibits. The Commission may, however, in its discretion, authorize the commencement of the offering prior to the expiration of such 10-day period upon a written request for such authorization.

(b) The offering statement shall be signed by the issuer and each person, other than the issuer, for whose account any of the securities are to be offered. If the offering statement is signed by any person on behalf of any other person, evidence of authority to sign on behalf of such other person shall be filed with the offering statement, except where an officer of the issuer signs on behalf of the issuer. At the time of filing an offering statement, the application shall pay to the Commission at the Regional Office where the offering statement is filed a fee of $100.00, no part of which shall be refunded.

(c) The offering statement shall be filed with the Regional Office for the region in which the issuer's principal business operations are conducted or are proposed to be conducted in the United States; Provided however, that if the registrant's principal business operations are conducted or proposed to be conducted in the region covered by the Philadelphia Regional Office, the offering statement may be filed either at the Commission's principal office in Washington, D.C. or with the Atlanta or the New York Regional Office. The offering statement of any issuer having or proposing to have its principal business operations in Canada shall be filed with the Regional Office nearest the place where the issuer's principal business operations are conducted or proposed to be conducted, unless the offering is to be made through a principal underwriter located in the United States, in which case the offering statement shall be filed with the Regional Office for the region in which such underwriter has its principal office. If the application of the previous sentence would require a filing with the Philadelphia Regional Office, such filing may be made either at the Commission's principal office in Washington, D.C. or with the Atlanta or the New York Regional Office.

(d) An amendment to any part of the offering statement will necessitate the filing of an amended offering statement which shall be signed in the same manner as the original offering statement. Five copies of such amendment shall be filed with the same Regional Office as the original offering statement at least 10 days prior to any offering or sale of the securities subsequent to the filing of such amendment, or such shorter period as the Commission, in its discretion, may authorize upon a written request for such authorization.

(e) An offering statement or any other document filed as a part thereof may be withdrawn upon application unless the offering statement is subject to an order under §230.261 at the time the application is filed or becomes subject to such an order within 15 days (Saturdays, Sundays and holidays excluded) thereafter, Provided That an offering statement may not be withdrawn after any of the securities proposed to be offered thereunder have been sold. Any such application shall be signed in the same manner and filed with the same Regional Office as the offering statement. (f) The manually signed original (or in the case of duplicate originals, one duplicate original) of all offering statements, reports, or other documents filed shall be numbered sequentially (in addition to any internal numbering which otherwise may be present) by handwritten, typed, printed, or other legible form of notation from the cover page of the document through the last page of that document and any exhibits or attachments thereto. Further, the total number of pages contained in a numbered original shall be set forth on the first page of the document.

(g) Each offering statement shall contain an exhibit index, which should immediately precede the exhibits filed with such offering statement. The index shall list each exhibit filed and identify by handwritten, typed, printed, or other legible form of notation in the manually signed original, the page number in the sequential numbering system described in paragraph (f) of this section where such exhibit can be found or where it is stated that the exhibit is incorporated by reference. Further, the first page of the manually signed offering statement shall list the page in the filing where the exhibit index is located.

Filing and Use of the Offering Circular

Reg. $230.256.

(a) Except as provided in paragraph (c) of this section and in §230.257 of this part:

(1) No written offer of securities of any issuer shall be made under this regulation unless an offering circular containing the information specified in Part II of the offering statement is concurrently given or has previously been

given to the person to whom the offer is made, or has been sent to such person under such circumstances that it would normally have been received by him at or prior to the time of such written offer; and

(2) No securities of such issuer shall be sold under this regulation unless such an offering circular is furnished to the person to whom the securities are expected to be sold at least 48 hours prior to the mailing of the confirmation of sale to such person, or is sent to such person under such circumstances that it would normally be received by him 48 hours prior to his receipt of confirmation of the sale; provided however, if the issuer is required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, the offering circular may be furnished with or prior to the confirmation of sale.

(b) In the case of transactions effected on a securities exchange, delivery of the offering circular (offering statement-Part II) shall be deemed to have been made if prior to such transactions a reasonable number of copies of the offering circular have been furnished to the exchange for delivery to any person or persons requesting copies thereof.

(c) Any written advertisement or other written communication, or any radio or television broadcast, which states from whom an offering circular containing the information specified in Part II of the offering statement may be obtained and in addition contains no more than the following information may be published, distributed or broadcast at or after the commencement of the public offering to any person prior to sending or giving such person a copy of such circular:

(1) the name of the issuer of such security;

(2) the title of the security, the amount being offered, and the per-unit offering price to the public;

(3) the identity of the general type of business of the issuer; and

(4) a brief statement as to the general character and location of its property.

(d) If the offering is not complete within nine months from the date of the offering circular (offering statement-Part II) a revised offering circular shall be prepared, filed and used in accordance with these rules as for an original offering circular, except that in the case of offerings under stock purchase, savings, stock option or other similar plans for the benefit of employees, if the offering is not completed within 12 months from the date of the offering circular, a revised offering circular shall be prepared, filed and used in accordance with these rules as for an original offering circular. In no event shall an offering circular be used which is false or misleading in light of the circumstances then existing.

(e) If the original offering circular (offering statement-Part II) is revised or amended, such revised or amended circular shall be filed as an amendment to the offering statement, as provided by §230.255(d), with the appropriate Regional Office of the Commission at least 10 days prior to its use, or such shorter period as the Commission may, in its discretion, authorize upon a written request for such authorization.

(f) Sales by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction) of securities of an issuer not subject, immediately prior to the time of filing an offering statement, to the provisions of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, offered pursuant to this regulation and taking place prior to the expiration of ninety days after the first date upon which the securities were bona fide offered to the public, shall not be exempt pursuant to this regulation unless: (1) the dealer furnishes a copy of the then current offering circular (offering statement-Part II) to the purchaser prior to or with the purchaser's receipt of the confirmation of the sale; or (2) the offering circular has previously been mailed or delivered to such purchaser. Failure by a dealer to comply with the provision of this subparagraph shall not otherwise affect the availability of the exemption for any other person, including the aggregate amount of securities exempted pursuant to Rule 254.

(g) The issuer or, if there is an underwriter, the underwriter shall provide reasonable quantities of copies of the offering circular (offering statement-Part II) to any dealer on request prior to the expiration of ninety days after the first date upon which securities of such issuer were bona fide offered to the public pursuant to this regulation.

(h) An offering circular filed pursuant to paragraph (e) of this section may be distributed prior to the expiration of the 10-day waiting period for offerings provided for in §230.255(a) and (d) and paragraph (e) of this section and such distribution may be accompanied or followed by oral offers related thereto, provided the conditions in paragraphs (1) through (4) are met. For the purposes of this section, any offering circular distributed prior to the expiration of the ten day waiting period is called a Preliminary Offering Circular. Such Preliminary Offering Circular may be used to meet the requirements of paragraph (a)(2) of $230.256: Provided, That if a Preliminary Offering Circular is inaccurate or inadequate in any material respect, a revised Preliminary Offering Circular or an offering circular of the type referred to in paragraph (4) of this section, shall be furnished to all persons to whom the securities are to be

sold at least 48 hours prior to the mailing of any confirmation of sale to such persons, or shall be sent to such persons under such circumstances that it would normally be received by them 48 hours prior to their receipt of confirmation of the sale.

(1) Such Preliminary Offering Circular contains substantially the information required by this section to be included in an offering circular, or contains substantially that information except for the omission of information with respect to the offering price, underwriting discounts or commissions, discounts or commissions to dealers, amounts of proceeds, conversion rates, call prices, or other matters dependent upon the offering price. For issuers not subject to the reporting provisions under section 13(a) or 15(d) of the Securities Exchange Act of 1934, the disclosure on the outside front cover page of the Preliminary Offering Circular should include a bona fide estimate of the range of the maximum offering price and maximum number of shares or other units of securities to be offered or should include a bona fide estimate of the principal amount of debt securities to be offered.

(2) The outside front cover page of the Preliminary Offering Circular shall bear the caption "Preliminary Offering Circular," the date of its issuance, and the following statement which shall run along the left hand margin of the page and be printed perpendicular to the text, in boldface type at least as large as that used generally in the body of such offering circular:

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering circular which is not designated as a Preliminary Offering Circular is delivered. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(3) The Preliminary Offering Circular relates to a proposed public offering of securities which is to be sold by or through one or more underwriters who are broker-dealers registered under section 15 of the Securities Exchange Act of 1934, each of whom has furnished a signed Consent and Certification in the form prescribed as a condition to the use of such offering circular.

(4) An offering circular which contains all of the information specified in Part II of the offering statement and which is not designated as a Preliminary Offering Circular is furnishing with or prior to delivery of the confirmation of sale to any person who has been furnished with a Preliminary Offering Circular pursuant to this paragraph.

Offerings Not in Excess of $100,000

Reg. §230.257. Except as to issues specified in paragraph (a) of §230.253 and issues of assessable stock, the offering circular (offering statement-Part II) need not be filed or used in connection with an offering of securities under this regulation if the aggregate offering price of all securities of the issuer, its predecessors and affiliates offered or sold without the use of such an offering circular does not exceed $100,000, computed in accordance with §230.254, provided the following conditions

are met:

(a) In addition to filing Part I—Notification and Part III-Exhibits, there shall be filed as an exhibit five copies of a statement setting forth the information (other than financial statements) required by Part II-Offering Circular of the offering statement.

(b) No advertisement, article or other communication published in any newspaper, magazine or other periodical and no radio or television broadcast in regard to the offering shall contain more than the following information:

(1) the name of the issuer of such security;

(2) the title of the security, amount offered, and the per-unit offering price to the public;

(3) the identity of the general type of business of the issuer;

(4) a brief statement as to the general character and location of its property; and

(5) by whom orders will be filled or from whom further information may be obtained.

[As last amended in Release No. 33-6340, August 7, 1981, effective September 17, 1981, 46 F.R. 41766.]

Sales Material to Be Filed

Reg. §230.258. Four copies of each of the following communications prepared or authorized by the issuer or anyone associated with the issuer, and of its affiliates or any principal underwriter for use in connection with the offering of any securities under §§230.251 to 230.265 shall be filed, with the office of the Commission with which the offering statement is filed, at least five days (exclusive of Saturdays, Sundays and holidays) prior to any use thereof, or such shorter period as the Commission, in its discretion, may authorize:

(a) every advertisement, article or other communication proposed to be published in any newspaper, magazine or other periodical;

(b) the script of every radio or television broadcast; and

(c) every letter, circular or other written communication proposed to be sent, given or otherwise communicated to more than ten persons, except an offering circular (offering statement-Part II) filed pursuant to §230.256(e).

[As last amended in Release No. 33-6340, August 7, 1981, effective September 17, 1981, 46 F.R. 41766.]

Statement Required in all Offering Circulars

Reg. §230.259. There shall be set forth on the cover page of every offering circular the following statement in capital letters printed in boldface roman type at least as large as ten-point modern type and at least two points leaded;

"THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION."

Reports of Sales Hereunder

Reg. §230.260. Within 30 days after the end of each six-month period following the date of the original offering circular (offering statement-Part II) required by §230.256, or of the statement required by §230.257, the issuer or other person for whose account the securities are offered shall file with the Regional Office of the Commission with which the offering statement was filed four copies of a report on Form 2-A containing the information called for by that form. A final report shall be made upon completion or termination of the offering and may be made prior to the end of the six-month period in which the last sale is made.

Suspension of Exemption

Reg. $230.261.

(a) The Commission may, at any time after the filing of an offering statement, enter an order temporarily suspending the exemption, it has reason to believe that

(1) no exemption is available under §§230.251 to 230.262 for the securities purported to be offered hereunder or any of the terms or conditions of §§230.251 to 230.262 have not been complied with, including failure to file any report as required by §230.260.

(2) the offering statement or any other sales literature contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading;

(3) the offering is being made or would be made in violation of Section 17 of the Act;

(4) any event has occurred after the filing of the offering statement which would have rendered the exemption hereunder unavailable if it had occurred prior to such filing;

(5) any person specified in paragraph (c) of §230.252 has been indicted for any crime or offense of the character specified in subparagraph (3) thereof, or any proceeding has been initiated for the purpose of enjoining any such person from engaging in or continuing any conduct or practice of the character specified in subparagraph (4) of such paragraph;