Exemptive Letter regarding Rule 2710, Issued by the Corporate Financing Department

Letter 2720-1, dated August 11, 2000

Exemption was granted from certain of the experience requirements in underwriting offerings of a similar size that is necessary to qualify as a "qualified independent underwriter" under Rule 2720(b)(15). Exemption also granted from the requirement that the qualified independent underwriter provide a pricing opinion under Rule 2720(c)(3)(A). The exemptions are based on representations by the broker/dealer subsidiary of the issuer that the offering was a shelf registration on behalf of selling securityholders; that the sales will occur from time-to-time in at-the-market transactions; and that the broker/dealer subsidiary would participate solely on an agency basis, would not register as a market maker in the securities for the duration of the offering, would not solicit selling shareholders for sales of securities, and would not recommend to its customers the purchase of any of the securities.

Letter 2720-2, dated August 31, 2000

Exemption granted to extend exemption previously granted from Rule 2720(l), to [Firm] on June 14, 1999 to include offerings of warrants and purchase contracts and to units consisting of debt securities, warrants, and/or purchase contracts.