SUMMARY CHART REGULATION D

Limit on funds raised

RULE 504
Up to $1m in a 12 month period Within 15 days

RULE 505
Up to $5m in a 12 month period Within 15 days

RULE 506
Unlimited

Notice to SEC

Within 15 days

Limit on unaccredited investors

No limit

Up to 35

Up to 35

Limit on accredited investors General Solicitation

No Limit Cannot use unless conditions met No

No Limit Cannot use

No Limit Cannot use

Requires investor sophistication* Filing of Form D

No

YES

Required

Required

Required

Subject to antifraud provisions of the securities laws**

YES

YES

YES

* investor sophistication means investor having sufficient knowledge and experience in financial and business matters, making him capable of evaluating the merits and risks of the prospective investment ( Source: SEC guidelines Rule 506) ** antifraud provisions means that any information a company provides to investors must be free from false or misleading statements ( Source: SEC guidelines)