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FORM U-2 UNIFORM CONSENT TO SERVICE OF PROCESS

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned ___________, (a corporation), (a partnership), a ( ) organized under the laws of ________________, or (an individual), [strike out inapplicable nomenclature] for purposes of complying with the laws of the States indicated hereunder relating to either the registration or sale of securities, hereby irrevocably appoints the officers of the States so designated hereunder and their successors in such offices, its attorney in those States so designated upon whom may be served any notice, process or pleading in any action or proceeding against it arising out of, or in connection with, the sale of securities or out of violation of the aforesaid laws of the States so designated; and the undersigned does hereby consent that any such action or proceeding against it may be commenced in any court of competent jurisdiction and proper venue within the States so designated hereunder by service of process upon the officers so designated with the same effect as if the undersigned was organized or created under the laws of that State and have been served lawfully with process in that State.

It is requested that a copy of any notice, process or pleading served hereunder be mailed to:

_____________________________________________________________________________
(Name)

_____________________________________________________________________________
(Address)

Place an "X" before the names of all the States for which the person executing this form is appointing the designated Officer of that State as its attorney in that State for receipt of service of process:

_____ ALABAMA Secretary of State. _____ DELAWARE Securities Commissioner.
_____ ALASKA Administrator of the
Division of Banking and
Corporations, Department
of Commerce and Econom-
ic Development.
 _____ DISTRICT OF
COLOMBIA
 Public Service Commission.
_____ FLORIDA Department of Banking and Finance.
_____ ARIZONA The Corporation
Commission.
 _____ GEORGIA Commissioner of Securities.
_____ ARKANSAS The Securities
Commissioner.
 _____ GUAM Administrator, Department
of Finance
_____ CALIFORNIA Commissioner of
Corporations.
 _____ HAWAII Commissioner of Securities.
_____ COLORADO Securities Commissioner. _____ IDAHO Director, Department of
Finance.
_____ CONNECTICUT Banking Commissioner. _____ ILLINOIS Secretary of State.
_____ INDIANA Secretary of State.
FORM U-2 (con't)
_____ IOWA Commissioner of Insurance. _____ NORTH DAKOTA Securities Commissioner
_____ KANSAS Secretary of State. _____ OHIO Secretary of State.
_____ KENTUCKY Director, Division of
Securities.
 _____ OREGON Director, Department of
Insurance and Finance.
_____ LOUISIANA Commissioner of Securities. _____ OKLAHOMA Securities Administrator.
_____ MAINE Administrator, Securities
Division.
 ***** PENNSYLVANIA Pennsylvania does not
require filing of a Consent
to Service of Process.
_____ MARYLAND Commissioner of the
Division of Securities.
 _____ PUERTO RICO Commissioner of Financial
Institutions.
_____ MASSACHUSETTS Secretary of State. _____ RHODE ISLAND Director of Business
Regulation.
_____MICHIGAN Administrator, Corporation
and Securities Bureau,
Department of Commerce.
 _____SOUTH CAROLINA Secretary of State.
_____ MINNESOTA Commissioner of
Commerce.
 _____ SOUTH DAKOTA Director of the Division of
Securities.
_____ MISSISSIPPI Secretary of State. _____ TENNESSEE Commissioner of Commerce
and Insurance.
_____ MISSOURI Securities Commissioner. _____ TEXAS Securities Commissioner.
_____ MONTANA State Auditor and
Commissioner of Insurance.
 _____ UTAH Director, Division of
Securities.
_____ NEBRASKA Director of Banking and
Finance.
 _____ VERMONT Secretary of State.
_____ NEVADA Secretary of State. _____ VIRGINIA Clerk, State Corporation
Commission.
_____ NEW HAMPSHIRE Secretary of State. _____ WASHINGTON Director of the Department
of Licensing.
_____ NEW JERSEY Chief, Securities Bureau. _____ WEST VIRGINIA Commissioner of Securities.
_____ NEW MEXICO Director, Securities Division. _____WISCONSIN Commissioner of Securities.
_____ NEW YORK Secretary of State. _____ WYOMING Secretary of State.
_____ NORTH CAROLINA Secretary of State.

Dated this _________ day of _________________, 19_____.

____________________________________
(SEAL) By _________________________________
____________________________________
Title
FORM U-2 (con't)

CORPORATE ACKNOWLEDGMENT

State or Province of _________________}
County of _________________________} ss.

On this __________ day of ___________________, 19______, before me, ______________________________, the undersigned officer, personally appeared ________________________________________________________ known personally to me to be the ___________________ of the above named corporation and acknowledged that he, as an officer being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as an officer.

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

____________________________________
Notary Public/Commissioner of Oaths
(SEAL) My Commission Expires_________________

INDIVIDUAL OR PARTNERSHIP ACKNOWLEDGMENT

State or Province of _________________}
County of _________________________} ss.

On this __________ day of ___________________, 19______, before me, ______________________________, the undersigned officer, personally appeared ________________________________________________________ to me personally known and known to me to be the same person(s) whose name(s) is(are) signed to the foregoing instrument, and acknowledged the execution thereof for the uses and purposes therein set forth.

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

____________________________________
Notary Public/Commissioner of Oaths
(SEAL) My Commission Expires _________________

INSTRUCTIONS TO FORM U-2
UNIFORM CONSENT TO SERVICE OF PROCESS

1. The name of the issuer is to be inserted in the blank space on line 1 of Uniform Form U-2 ("Form").

2. The type of person executing the Form is to be described by striking out the inapplicable nomenclature in lines 2-4 and, if appropriate, by inserting a description of the person in the blank space provided on line 2 of the Form.

3. The name of the jurisdiction under which the issuer was formed or is to be formed is to be inserted in the blank space on line 3 of the Form.

4. The person to whom a copy of any notice, process of pleading which is served pursuant to the Consent to Service of Process is to be inserted in the appropriate blank spaces at the end of page 1 of the Form.

5. An "X" is to be placed in the space before the names of all States which the person executing this Form lawfully is appointing the officer of each State so designated on the Form as its attorney in that State for receipt of service of process.

6. A manually signed Form must be filed with each State requiring a Consent to Service of Process on Form U-2 at the office so designated by the laws or regulations of that State and must be accompanied by the exact filing fee, if any.

7. The Form must be signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by an executive officer duly authorized; if a partnership, it should be signed in the name of the partnership by a general partner; and if an unincorporated association or other organization which is not a partnership, the Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.

8. If the Form is mailed, it is advisable to send it by registered or certified mail, postage prepaid, return receipt requested.