Provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period in Regulation D private placements. Under this exemption, securities may be sold to an unlimited number of “Accredited Investors” and up to 35 “non-Accredited Investors” who do not need to satisfy the sophistication or wealth standards associated with other exemptions. Purchasers must buy for investment only, and not for resale. The issued securities are restricted, in that the Investors may not sell for at least two years without registering the transaction. General solicitation or advertising to sell the securities is not allowed. Pertains to Issuers and Investors.

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