SECTION 3(a)(11) OF THE SECURITIES ACT OF 1933

15 U.S.C. § 77c(a)(11) (1988)

(a) Exempted securities. Except as hereinafter expressly provided, the provisions of this title shall not apply to any of the following classes of securities:

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(11) Any security which is a part of an issue offered and sold only to persons resident within a single State or Territory, where the issuer of such security is a person resident and doing business within or, if a corporation, incorporated by and doing business within, such State or Territory.