                                 CODE OF VIRGINIA

EXEMPTION OF CERTAIN SECURITIES BY ORDER OF COMMISSION (§ 13.1-514.1)

A. The Commission may by order exempt from the other provisions of this chapter
any security that the Commission finds:

   1. Is to be offered and sold as part of a community undertaking to attract new
   business or industry to the community, or to establish or continue financial
   assistance to an existing business or industry in the community;

   2. Is sponsored by the local chamber of commerce, by a local industrial
   development corporation or by other groups of representative local
   businessmen; and

   3. Is to be sold mainly to persons interested in the development of the
   community by salesmen who receive no compensation for offering and selling the
   security.

B. The Commission may also exempt any security it finds that is to be offered
and sold by any person organized and operated not for private profit but
exclusively for religious, educational, benevolent, charitable, fraternal,
social, athletic or reformatory purposes, or as a chamber of commerce or trade
or professional association.

C. The Commission may, by rule, exempt an offer, but not a sale, of a security
from the securities and agent registration requirements of this chapter made by
or on behalf of an issuer for the sole purpose of soliciting an indication of
interest in receiving a prospectus (or its equivalent) for the security. The
rulemaking proceeding shall give due consideration to the provisions of the
national pilot project of the North American Securities Administrators
Association, Inc., relating to the solicitations of indications of interest
prior to the filing of a registration statement. The written documents,
broadcasts and oral representations related to solicitation of an indication of
interest made to potential investors are subject to the anti-fraud provisions of
&#xA7; 13.1-502. If the Commission determines that such exemption should not be
granted, it shall set forth the findings and conclusions upon which its decision
is based in its order.

HISTORY: 1960, c. 71; 1976, c. 656; 1993, c. 75; 1994, cc. 184, 355; 1995, c.
245; 1997, c. 289.