Rule 13d-6

Exemption of Certain Acquisitions

The acquisition of securities of an issuer by a person who, prior to such acquisition, was a beneficial owner of more than five percent of the outstanding securities of the same class as those acquired shall be exempt from section 13(d) of the Act, provided, that:

a. The acquisition is made pursuant to preemptive subscription rights in an offering made to all holders of securities of the class to which the preemptive subscription rights pertain;

b. Such person does not acquire additional securities except through the exercise of his pro rata share of the preemptive subscription rights; and

c. The acquisition is duly reported, if required, pursuant to section 16(a) of the Act and the rules and regulations thereunder.