Regulation S-B
Item 202

Description of Securities

a. Common or Preferred Stock.

1. If the small business issuer is offering common equity, describe any dividend, voting and preemption rights.

2. If the small business issuer is offering preferred stock, describe the dividend, voting, conversion and liquidation rights as well as redemption or sinking fund provisions.

3. Describe any other material rights of common or preferred stockholders.

4. Describe any provision in the charter or by-laws that would delay, defer or prevent a change in control of the small business issuer.

b. Debt Securities.

1. If the small business issuer is offering debt securities, describe the maturity date, interest rate, conversion or redemption features and sinking fund requirements.

2. Describe all other material provisions giving or limiting the rights of debtholders. For example, describe subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of additional debt, maintenance of asset ratios, etc.

3. Give the name of any trustee(s) designated by the indenture and describe the circumstances under which the trustee must act on behalf of the debtholders.

4. Discuss the tax effects of any securities offered at an "original issue discount."

c. Other Securities To Be Registered. If the small business issuer is registering other securities, provide similar information concerning the material provisions of those securities.