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Exhibit A

               DEFINITIONS
               The term Commission means the U.S. Securities and Exchange Commission.

               The term final order means a written directive or declaratory statement issued by a federal or State
               agency pursuant to applicable statutory authority and procedures that constitutes a final disposition
               or action by that federal or State agency.  A final order may still be subject to appeal and otherwise
               meet this definition.

               The term participating in the offering can encompass, but is not limited to, activities such as participation
               or involvement in due diligence activities related to the offering, involvement in the preparation of
               disclosure documents, and communications with the issuer, prospective investors or other offering
               participants.  Whether activities are considered participating in the offering is a question of fact.

               The  term  self-regulatory  organization  means  a  registered  national  securities  exchange  or  registered
               national or affiliated securities association.

               The term solicitor means any person that has been or will be paid (directly or indirectly) remuneration
               for solicitation of purchasers in connection with sales of securities in the offering.




















































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