b'The term security means any note, stock, treasury stock, security future,security-basedswap,bond,debenture,evidenceofindebtedness, certificateofinterestorparticipationinanyprofit-sharingagreement, collateral-trustcertificate,preorganizationcertificateorsubscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interimcertificatefor,receiptfor,guaranteeof,orwarrantorrightto subscribe to or purchase, any of the foregoing. [Emphasis added] Most state definitions of securities closely mirror the federal definition. In 1946, the U.S. Supreme Court further defined the term investment contract when it determined that an offering of units of a citrus grove development,coupledwithacontractforcultivating,marketingand remitting the net proceeds to the investor, was an offering of an investment contract, [U.S. v. Howey, 328 U.S. 293 (1946)].In the Howey case, the Supreme Court held that: The test is whether the scheme involves an investment of money in a common enterprise with profits to come solely from the efforts of others. Based on Howey and subsequentcaselaw,thecurrentstandardfordeterminingwhetheran investment constitutes an investment contract has been reduced to a four-5'