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ITEM 16. EXHIBITS. Attach and incorporate by reference the following exhibits.

Note: Any exhibit which is inapplicable should be listed by letter on the form followed simply by the word "inapplicable."

A. With respect to the issuer and each other entity involved in the transaction, the financial statements required by

Section 260.613 of Title 10 of the California Code of Regulations, and pro forma financial statements giving effect to the

proposed transaction.

B. A copy of the plan of reorganization or entity conversion if it is set forth in a written document, including any

request for delayed effectiveness of the filing of such document with the Secretary of State or similar authority.

C. Copies (which may be in a restated or composite form) of the current charter documents (as defined in Section

260.001, Title 10, California Code of Regulations) of the issuer and of each constituent entity involved in a merger or

consolidation or entity conversion transaction.

D. A copy of any contract made or to be made by the issuer affecting any of the rights, preferences, privileges, or

transferability of the securities.

E. Subject to the following instruction, a copy of any agreement made or to be made by or among security holders of

the issuer which materially affects, or will materially affect, any of the rights, preferences, privileges, or restrictions of or on

securities of the issuer or the management of the issuer (including any voting agreement, irrevocable proxy or security

holders’ agreement).

Instruction: If a copy of an agreement is not available to the issuer, so state and furnish a brief description of the

agreement including therein such information regarding the parties and terms as is known to the issuer. Nothing contained

herein shall be construed as requiring the issuer to disclose information concerning agreements of which it has no knowledge.

F. A preliminary copy of the proxy material to be used to solicit the vote or consents of security holders (amended

copies of such proxy material and final copies should be submitted as supplemental information to this application), and the

consent of any attorney, accountant or other expert named in such proxy material, if such expert's consent is required

pursuant to Section 260.504.2.2, Title 10, California Code of Regulations, in the form required by that section.

G. The Consent to Service of Process if required by Section 25165 of the California Corporations Code.

H. A Customer Authorization of Disclosure of Financial Records Form (Form No. QR 500.259).

ITEM 17. REPORTS OF FINANCIAL CONDITION. Pursuant to Section 25146 of the California Corporations Code and

Section 260.146 of Title 10 of the California Code of Regulations, applicant hereby undertakes, as long as required under the

foregoing sections and subject to the exceptions therein contained, to file with the Commissioner: (a) within 120 days after the

end of each fiscal year a report of financial condition and a related statement of income and expenses covering such fiscal

year; and (b) within 90 days after the first six months of each fiscal year, a like report and statement covering such six-months

period.

(b) IF THE TRANSACTION INVOLVES a change in the rights, preferences, privileges or restrictions of or on

outstanding securities or an exchange by an issuer with its existing security holders exclusively:

ITEM 8. OUTSTANDING SECURITIES TO BE MODIFIED. State the title and amount of outstanding securities to be

modified.

ITEM 9. DESCRIPTION OF OUTSTANDING SECURITIES AND MODIFIED SECURITIES. Describe any material

differences between the outstanding securities and the modified or new securities.

ITEM 10. DESCRIPTION OF PROPOSED MODIFICATION. State the reasons for the proposed modification, the general

effect thereof upon the rights of existing security holders, the basis of the ratio for the exchange of securities by an issuer with

its existing security holders, the vote needed for approval, the proposed date for the mailing of proxies and the proposed date

of the security holders’ meeting.

ITEM 11. DIVIDENDS IN ARREARS OR DEFAULTS. A statement as to arrears in dividends or as to defaults in principal or

interest with respect to outstanding securities which are to be modified, and such other information as may be appropriate in

the particular case to disclose adequately the nature and effect of the proposed action.

ITEM 12. METHOD OF SELLING THE SECURITIES. If the applicant will employ broker-dealers or agents in connection with

the recapitalization described in Items 9 and 10, describe the functions such persons will perform, furnish their names, and

state the compensation to be paid such persons, or other consideration to be received by such persons, or any other persons,

in connection with the sale or purchase of securities under the plan of recapitalization. If agents are to be employed by the

applicant in connection with the distribution of securities pursuant to the plan, the applicant is required to comply with Sections

260.141.30 and 260.141.31, Title 10, California Code of Regulations, and the following information is to be furnished:

a. The name and business address of each person who will represent the applicant as an agent in this state.

b. The name and business address of the officer or other official who will supervise such agents on behalf of the

applicant.

c. A statement that all such agents are employees of the applicant.

d. A statement of the compensation to be paid to such agents. A statement of the compensation to be paid to such

supervisory personnel, other than their regular salaries if they are regular employees of the applicant.

e. Describe any order, judgment or decree of any governmental agency or administrator, or of any court of competent

jurisdiction revoking or suspending for cause any license, permit or other authority of such agent or supervisory person or of

any entity of which such person is an executive officer, director or person occupying a similar status or performing similar

functions, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining

or enjoining any such person or any entity of which such person is an executive officer, director or person occupying a similar

status or performing similar functions from engaging in or continuing any conduct, practice, or employment in connection with

the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect

of the securities business, or of theft or of any felony.

f. A surety bond complying with Section 260.216.15, Title 10, California Code of Regulations.

ITEM 13. DIRECTORS AND EXECUTIVE OFFICERS.

(a) List the names of all directors and executive officers or persons occupying a similar status or performing similar

functions of the issuer indicating all positions and offices held by each person named.

Application For Qualification Of Recapitalizations And Reorganizations - Department Of Corporations - 2005 Page 2

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