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 of OUSA provides several exemptions from agent registration. However, none of the exemptions are based upon the compliance of an offering with Section 1-202.14 of OUSA, a transactional securities exemption for a private offering.

     2. Section 401(b)(10)(A) of the Oklahoma Securities Act ("OSA"), Okla. Stat. tit. 71, § 1-413, 501, 701-703 (2001 & Supp. 2003), repealed effective July 1, 2004, provided a transactional securities exemption similar to the exemption in Section 1-202.14 of OUSA. 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 in an offering conducted in compliance with Section 401(b)(10)(A) of OSA for an individual who met certain conditions.

     3. 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.

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

     5. 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 Section 1-202.14 of OUSA.

AUTHORITY

     1. Section 1-402 of OUSA states 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 1-202 of OUSA provides in pertinent part:

The following transactions are exempt from the requirements of Sections 10 and 32 of this act [Sections 1-301 and 1-504 of OUSA]:

*    *    *

     14. A sale or an offer to sell securities by an issuer, if the transaction is part of a single issue in which:

a. not more than twenty-five purchasers during any twelve (12) consecutive months, other than those designated in paragraph 13 of this section,

b. a general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities,

c. a commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this act or an agent registered under this act for soliciting a prospective purchaser in this state, and

d. the issuer reasonably believes that all the purchasers in this state, other than those designated in paragraph 13 of this section, are purchasing for investment[.]

     3. Section 1-605 of OUSA states 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 Section 1-202.14 of OUSA;

(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)