STATE OF OKLAHOMA
DEPARTMENT OF SECURITIES
First National Center, Suite 860
120 North Robinson
Oklahoma City, Oklahoma 73102

ORDER

FINDINGS OF FACT

     1. Pursuant to Section 1-402 of the Oklahoma Uniform Securities Act of 2004 (“OUSA”), Okla. Stat. tit. 71, §§ 1-101 - 1-701 (Supp. 2003), effective July 1, 2004, an individual who represents the issuer in an offering must be registered as an agent of the issuer unless otherwise exempt. Section 1-402 provides several exemptions from agent registration. However, none of such exemptions are based upon meeting the conditions of Section 660:11-11-52 of the Oklahoma Administrative Code (“OAC”), an exemption from state securities registration requirements. This exemption was promulgated pursuant to Section 1-203 of OUSA to permit an offering to accredited investors under certain specified conditions.

     2. Section 1-203 of OUSA tracks Section 401 (b)(22) of the Oklahoma Securities Act (“0SA”), OkIa. Stat. tit. 71, § 1-413, 501, 701 - 703 (2001 & Supp. 2003), repealed effective July 1, 2004. Both provisions authorize the Administrator to grant an exemption, by rule or order, if he finds that registration is not necessary or appropriate for the protection of investors. Pursuant to Section 401 (b)(22) of OSA, effective March 8, 1999, the Administrator issued an order granting an exemption for an offering to accredited investors under certain specified conditions. This exemption is known as the Oklahoma Accredited Investor Exemption (“OAIE”). OAC § 660:11-11-52 promulgated the OAIE anew.

     3. Section 201(a) of OSA also required that an individual representing the issuer in an offering must be registered as an agent of the issuer unless exempt. However, Section 201 (a)(3)(C) of OSA specifically provided an exemption from registration as an agent for an individual who met certain conditions in an offering conducted in compliance with Section 401 (b)(22) of OSA.

     4. The exemption pursuant to Section 201 (a)(3)(C) of OSA was not available if the individual would receive a commission or if the individual had been the subject of certain securities actions by a securities regulatory agency or a court of competent jurisdiction.

     5. The Administrator takes notice that there are certain limited offerings where the requirement of issuer agent registration would be highly burdensome and is not necessary for the protection of investors.

     6. The Administrator has determined to provide exemption from agent registration for a limited class of persons who represent an issuer in an offering exempt pursuant to OAC §660:11-11-52 and Section 1-203 of OUSA.

AUTHORITY

     1. Section 1-402 of OUSA provides in pertinent part:

A. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection B of this section.

B. The following individuals are exempt from the registration requirement of subsection A of this section:

*   *   *

9. Any other individual exempted by rule adopted or order issued under this act.

     2. Section 1-203 of OUSA provides:

A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of Sections 10 and 32 of this act [Sections 1-301 and 1-504 of OUSA]; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under Sections 6 and 7 of this act [Sections 1-201 and 1-202 of OUSA].

     3. OAC § 660:11-11-52 provides in pertinent part:

*   *   *

(c) Exemption. Under the authority of Section [1-203] of the Securities Act, transactions meeting the following conditions are exempt from Sections 1-301 and 1-504 of the Securities Act:

(1) Sales only to accredited investors. Sales of securities shall be made only to persons who are or the issuer reasonably believes are accredited investors. For purposes of this order, an “accredited investor” is a person who meets the definition set forth in 17 CFR § 230.501 (a).

(2) Investment intent. The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within 12 months of sale shall be presumed to be with a view to distribution and not for investment, except a resale pursuant to a registration statement effective under Sections 1-303 or 1-304 of the Securities Act or to an exemption from securities registration under the Securities Act.

[listing of situations where exemption would not be available and other conditions of exemption] ~

(7) Notice filing. The issuer shall file a notice of the transaction with the Department within 15 days after the first sale of securities subject to the Act. The notice must include the following: an executed copy of the NASAA Model Accredited Investor Exemption Uniform Notice of Transaction; the Oklahoma Accredited Investor Exemption Supplemental Information Form; a consent to service of process on Form U-2 and (if applicable) Form U-2A; a copy of the general announcement; and a fee as set forth in Section 1-612 of the Securities Act.

     4. Section 1-605 of OUSA provides in pertinent part:

*   *   *

B. Under this act, a rule or form may not be adopted or amended, or an order issued or amended, unless the Administrator finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this act.

CONCLUSION OF LAW

     It is appropriate and in the public interest, and consistent with the purposes fairly intended by the policy and provisions of OUSA, to exempt the persons described below from agent registration.

ORDER

     NOW THEREFORE, BASED UPON AND SUBJECT TO THE FOREGOING, IT IS HEREBY ORDERED that effective July 1, 2004, an individual shall be exempt from registration as an agent if:

(a) the offering is exempt pursuant to OAC § 660:11-11-52;

(b) the individual is not compensated in connection with the agent’s participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities; and

(c) such individual has not within the past five (5) years been subject to the following in connection with a violation of a state or federal securities law or regulation: an order denying, suspending or revoking registration or a cease and desist order of the Administrator; any similar order, judgment, or decree by another state securities agency, the United States Securities and Exchange Commission, or any self-regulatory securities organization; or an order of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person.

WITNESS the Official Seal of the Oklahoma Department of Securities at Oklahoma City, Oklahoma.

(SEAL)

/s/ IRVING L. FAUGHT
IRVING L. FAUGHT, ADMINISTRATOR OF THE
OKLAHOMA DEPARTMENT OF SECURITIES