Regulation S-B
Item 404

Certain Relationships and Related Transactions

a. Describe any transaction during the last two years, or proposed transactions, to which the small business issuer was or is to be a party, in which any of the following persons had or is to have a direct or indirect material interest. Give the name of the person, the relationship to the issuer, nature of the person's interest in the transaction and, the amount of such interest:

1. Any director or executive officer of the small business issuer;

2. Any nominee for election as a director;

3. Any security holder named in response to Item 403; and

4. Any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in paragraphs (a)(1), (2) or (3) of this Item.

b. No information need be included for any transaction where:

1. Competitive bids determine the rates or charges involved in the transaction;

2. The transaction involves services at rates or charges fixed by law or governmental authority;

3. The transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;

4. The amount involved in the transaction or a series of similar transactions does not exceed $60,000; or

5. The interest of the person arises solely from the ownership of securities of the small business issuer and the person receives no extra or special benefit that was not shared equally (pro rata) by all holders of securities of the class.

c. List all parents of the small business issuer showing the basis of control and as to each parent, the percentage of voting securities owned or other basis of control by its immediate parent if any.

d. Transactions with promoters. Issuers organized within the past five years shall:

1. State the names of the promoters, the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the issuer and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

2. As to any assets acquired or to be acquired from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the issuer, also state the cost thereof to the promoter.

Instructions to Item 404:

1. A person does not have a material indirect interest in a transaction within the meaning of this item where:

a. The interest arises only:

1. from such person's position as a director of another corporation or organization (other than a partnership) which is a party to the transaction and/or

2. from the total ownership (direct or indirect) by all specified persons of less than a 10% equity interest in another person (other than a partner ship) which is a party to the transaction;

b. The interest arises only from such person's position as a limited partner in a partnership in which he and all other specified persons had an interest of less than 10 percent; or

c. The interest of such person arises solely from holding an equity interest (but not a general partnership interest) or a creditor interest in another person that is a party to the transaction and the transaction is not material to such other person.

2. Include information for any material underwriting discounts and commissions upon the sale of securities by the small business issuer where any of the specified persons was or is to be a principal underwriter or is a controlling person or member of a firm that was or is to be a principle underwriter.

3. As to any transaction involving the purchase or sale of assets by or to the small business issuer otherwise than in the ordinary course of business, state the cost of the assets to the purchase and if acquired by the seller within two years before the transaction, the cost thereof to the seller.