Rule 11d1-1

Exemption of Certain Securities from Section 11(d)(1)

A security shall be exempt from the provisions of section 11(d)(1) with respect to any transaction by a broker and dealer who, directly or indirectly, extends or maintains or arranges for the extension or maintenance of credit on the security to or for a customer if:

a. The broker and dealer has not sold the security to the customer or bought the security for the customer's account; or

b. The security is acquired by the customer in exchange with the issuer thereof for an outstanding security of the same issuer on which credit was lawfully maintained for the customer at the time of the exchange; or

c. The customer is a broker or dealer or bank; or

d. The security is acquired by the customer through the exercise of a right evidenced by a warrant or certificate expiring within 90 days after issuance, provided such right was originally issued to the customer as a stockholder of the corporation issuing the security upon which credit is to be extended, or as a stockholder of a company distributing such security in order to effectuate the provisions of section 11 of the Public Utility Holding Company Act of 1935. The right shall be deemed to be issued to the customer as a stockholder if he actually owned the stock giving rise to the right when such right accrued, even though such stock was not registered in his name; and in determining such fact the broker and dealer may rely upon a signed statement of the customer which the broker and dealer accepts in good faith; or

e. Such broker and dealer would otherwise be subject to the prohibition of section 11(d)(1) with respect to 50 % or less of all the securities of the same class which are outstanding or currently being distributed, and such broker and dealer sold the security to the customer or bought the security for the customer's account on a day when he was not participating in the distribution of any new issue of such security. A broker-dealer shall be deemed to be participating in a distribution of a new issue if

1. he owns, directly or indirectly, any undistributed security of such issue, or

2. he is engaged in any stabilizing activities to facilitate a distribution of such issue, or

3. he is a party to any syndicate agreement under which such stabilizing activities are being or may be undertaken, or

4. he is a party to an executory agreement to purchase or distribute such issue.