I(n) Checklist

RSA 421-B:17,I(n). The secretary of state by Exemptive Order dated 6/5/00, has determined that securities that are offered and sold pursuant to a grant of restricted common stock and stock options to consultant and advisors are designated as exempt provided that the following requirements are met.

1. The purpose of the offer and sale is for compensation to the advisor or consultant and not for the purpose of raising capital;
2. All restricted stock and stock option grants pursuant to this exemption shall be made in compliance with Rule 701 of the Securities Act of 1933. (The I(n) exemption is not as broad as Rule 701. I(n) does not cover consultants and advisors of parent or subsidiary companies of the issuer.);
3. Any and all disclosure documentation provided to the consultants or advisors pursuant to Rule 701 must be filed with the Bureau of Securities Regulation prior to any grant of restricted common stock and stock options pursuant to this exemption;
4. A verified copy of the stock option plan must be filed woth the Bureau of Securities Regulation prior to any grant of restricted common stock and stock options pursuant to this exemption.

Provided all requirements are met the exemption will be made effective upon filing the required documents with the Bureau of Securities Regulation