b'2.Any securities activities of the person must be incidental to their bona fide primary non-securities-related work duties; and 3.The persons compensation must be based entirely on that persons non-securities-related duties. If these criteria are not met, the person offering the securities must be registered with the State Securities Board as a dealer or agent. Similarly, any person who is not an owner, director, officer, or employee of the issuer who offers or sells the issuers securities is subject to the dealer registration provisions of the Act. In summary, everyone in management has the responsibility to raise money and everyone has to have a job in management other than raising money, and thats what they get compensated for. No-one gets compensated solely for raising money, and no-one in management (or otherwise) gets compensated based on the amount they raise, period. Got it? Give everyone a non-securities related job and make sure they do it.Paying Unlicensed Securities Brokers May Blow Your Exemption StatesgenerallyrecognizetheRegulationD,Rule506exemption, provided you file a Blue Sky notice within 15 days of the sale and/or offer of a security within the state (see Chapter 10 regarding Blue Sky Filings), andnocompensationispaidtounregisteredpersonsforsellingthe securities.241'