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                                                              STATE OF MAINE

                                                        OFFICE OF SECURITIES

                                                    121 STATE HOUSE STATION

                                                       AUGUSTA, MAINE 04333




IN THE MATTER OF:                                   )


Black Point Capital Management               )

(CRD #116654) and                                     )                       CONSENT AGREEMENT  

Seth Sprague                                                )

(CRD #4593074)                                          )                              No. 04-054-CAG






            This Agreement is entered into by the State of Maine Office of Securities ("Securities"), Black Point Capital Management (“Black Point”), CRD #116654, a corporation with a principal place of business at 477 Congress Street, Suite 1301, Portland, Maine, and Seth Sprague (“Sprague”), CRD# 4593074, an investment adviser representative affiliated with Black Point.



            WHEREAS, the parties agree as follows:


1.                  Pursuant to 32 M.R.S.A. § 10303(1), a person may not act in Maine as an investment adviser representative unless licensed or exempt from licensing under the Revised Maine Securities Act;


2.                  Pursuant to 32 M.R.S.A. § 10303(3) it is unlawful for an investment adviser licensed or required to be licensed under the Revised Maine Securities Act to employ or contract with an individual as a representative of the investment adviser in Maine unless the individual is licensed;


3.                  Securities has reviewed Sprague’s licensing record and has found that Sprague has never held an investment adviser representative’s license in Maine;


4.                  It is Securities’ position that Sprague has acted as an investment adviser representative in Maine without being licensed or exempt from licensing; and


5.                  All parties desire an expeditious resolution of this matter.



NOW THEREFORE, without trial or adjudication of any issue of fact or law, and without Black Point and Sprague admitting or denying that their conduct violated the Revised Maine Securities Act, it is agreed that:


            Black Point and Sprague will comply with all licensing and other legal requirements governing persons acting as investment advisers and investment adviser representatives in the State of Maine at all times from the date hereof;


            In lieu of Securities seeking the imposition of a penalty for the allegations contained herein, Black Point and Sprague will pay the sum of $1,500.00 to Securities upon Black Point’s and Sprague’s execution of this Agreement; and


            Securities will not take further action against Black Point and Sprague based upon the unlicensed status of Sprague during the period preceding and including the date of execution of the Agreement.



                                                                        Black Point Capital Management



January 5, 2004                                            /s/ Seth Sprague

Date                                                                Signature


                                                                        Seth Sprague

(printed name)


                                                                        Its President



January 5, 2004                                            /s/ Seth Sprague

Date                                                                Seth Sprague


January 7, 2004                                            /s/ Christine A. Bruenn

Date                                                                Christine A. Bruenn

                                                                        Securities Administrator

Reviewed by:


January 6, 2004                                            /s/ Christina V. Breen

Date                                                                Christina V. Breen

                                                                        Assistant Securities Administrator


Submitted by:


January 6, 2004                                            /s/ Christian D. Van Dyck

Date                                                                Christian D. Van Dyck