ORDER EXEMPTING CERTAIN OFFERS OF SECURITIES MADE ON THE INTERNET FROM SECURITIES REGISTRATION

WHEREAS the Banking Commissioner (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act;

WHEREAS Section 36b-31(a) of the Act provides, in part, that "[t]he commissioner may from time to time make, amend and rescind such ... orders as are necessary to carry out the provisions of ... [the Act], including ... orders ... defining any terms, whether or not used in said sections, insofar as the definitions are not inconsistent with the provisions of ... [the Act]. For the purpose of ... orders, the commissioner may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes";

WHEREAS Section 36b-21(b)(15) of the Act states that: "The following transactions are exempted from [the securities registration requirement and the sales literature filing requirement in] sections 36b-16 and 36b-22 [of the Act]: ... any other transaction that the commissioner by ... order may exempt, conditionally or unconditionally, on a finding that registration is not necessary or appropriate in the public interest or for the protection of investors";

WHEREAS the Commissioner acknowledges that an attempt or offer to dispose of, or the solicitation of an offer to buy, a security or an interest in a security for value, that is made on or through the Internet, the World Wide Web or a similar proprietary or common carrier electronic system (such systems hereinafter being referred to collectively as the "Internet"), would constitute an "offer" for purposes of Section 36b-3(11)(B) of the Act, and would otherwise trigger the registration and sales literature filing requirements in Sections 36b-16 and 36b-22 of the Act;

WHEREAS the Commissioner also acknowledges that use of the Internet may be a legitimate means of raising capital, and that a communication made on the Internet may be directed not only to particular recipients but also to anyone with access to the Internet;

WHEREAS the Commissioner finds that the issuance of this Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;

WHEREAS the Commissioner further finds that the registration of certain Internet offers is not necessary or appropriate in the public interest or for the protection of investors;

THE COMMISSIONER THEREFORE ORDERS THAT: