Rule 3b-8

Definitions of "Qualified OTC Market Maker," "Qualified Third Market Maker" and "Qualified Block Positioner"

For the purposes of Regulation U under the Act :

a. The term "Qualified OTC Market Maker" in an over-the-counter ("OTC") margin security means a dealer in any "OTC Margin Security" who

1. is a broker or dealer registered pursuant to section 15 of the Act,

2. is subject to and is in compliance with Rule 15c3-1,

3. has and maintains minimum net capital, as defined in Rule 15c3-1, of the lesser of

1. $250,000 or

2. $25,000 plus $5,000 for each security in excess of five with regard to which the broker or dealer is, or is seeking to become a Qualified OTC Market Maker, and

4. except when such activity is unlawful, meets all of the following conditions with respect to such security:

1. He regularly publishes bona fide, competitive bid and offer quotations in a recognized inter-dealer quotation system,

2. he furnishes bona fide, competitive bid and offer quotations to other brokers and dealers on request,

3. he is ready, willing and able to effect transactions in reasonable amounts, and at his quoted prices, with other brokers and dealers, and

4. he has a reasonable average rate of inventory turnover in such security.

b. The term "Qualified Third Market Maker" means a dealer in any stock registered on a national securities exchange ("exchange") who

1. is a broker or dealer registered pursuant to section 15 of the Act,

2. is subject to and is in compliance with Rule 15c3-1,

3. has and maintains minimum net capital, as defined in Rule 15c3-1, of the lesser of

1. $500,000 or

2. $100,000 plus $20,000 for each security in excess of five with regard to which the broker or dealer is, or is seeking to become, a Qualified Third Market Maker, and

4. except when such activity is unlawful, meets all of the following conditions with respect to such security:

1. he furnishes bona fide, competitive bid and offer quotations at all times to other brokers and dealers on request,

2. he is ready, willing and able to effect transactions for his own account in reasonable amounts, and at his quoted prices with other brokers and dealers, and

3. he has a reasonable average rate of inventory turnover in such security.

c. The term "Qualified Block Positioner" means a dealer who

1. is a broker or dealer registered pursuant to section 15 of the Act,

2. is subject to and in compliance with Rule 15c3-1 ,

3. has and maintains minimum net capital, as defined in Rule 15c3-1 of $1,000,000 and

4. except when such activity is unlawful, meets all of the following conditions:

1. he engages in the activity of purchasing long or selling short, from time to time, from or to a customer (other than a partner or a joint venture or other entity in which a partner, the dealer, or a person associated with such dealer, as defined in section 3(a) (18) of the Act, participates) a block of stock with a current market value of $200,000 or more in a single transaction, or in several transactions at approximately the same time, from a single source to facilitate a sale or purchase by such customer,

2. he has determined in the exercise of reasonable diligence that the block could not be sold to or purchased from others on equivalent or better terms, and

3. he sells the shares comprising the block as rapidly as possible commensurate with the circumstances.