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                                                              STATE OF MAINE

                                                        OFFICE OF SECURITIES

                                                    121 STATE HOUSE STATION

                                                       AUGUSTA, MAINE 04333




IN THE MATTER OF:                                   )


Wind River Capital Management, Inc.        )

William S. Clark and                                     )

John Benjamin Wootten                               )                       CONSENT AGREEMENT


                                                                        )                              No. 04-080-CAG






            This Agreement is entered into by the State of Maine Office of Securities ("Securities"), Wind River Capital Management, Inc. (“Wind River”), a corporation with a principal place of business at 5 School Street, Suite 3, Ellsworth, Maine, William S. Clark (“Clark”) and John Benjamin Wootten (“Wootten”), investment adviser representatives affiliated with Wind River.



            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 or 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 Wind River’s licensing record and has found that it has not been licensed as an investment adviser since January 1, 2002;


4.                  Securities has reviewed Clark’s and  Wootten’s  licensing records and has found that neither Clark nor Wootten  has held an investment adviser representative’s license in Maine from September 2002 to the present, during which time investment adviser representatives have been required to be licensed in Maine.


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


6.                  It is Securities’ position that Clark and Wootten have acted as investment adviser representatives in Maine without being licensed or exempt from licensing; and


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



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


            Wind River, Clark and Wootten 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, Wind River, Clark and Wootten will pay the sum of $13,000.00 to Securities upon Wind River’s, Clark’s and Wootten’s execution of this Agreement; and


            Securities will not take further action against Wind River, Clark or Wootten based upon the unlicensed status of Wind River, Clark and Wootten during the period preceding and including the date of execution of the Agreement.



                                                                        Wind River Capital Management, Inc.



April 2, 2004                                                  /s/ William S. Clark

Date                                                                Signature


                                                                        William S. Clark

(printed name)


                                                                        Its President



April 2, 2004                                                  /s/ William S. Clark

Date                                                                William S. Clark



April 2, 2004                                                  /s/ John Benjamin Wootten

Date                                                                John Benjamin Wootten


April 5, 2004                                                  /s/ Christine A. Bruenn  

Date                                                                Christine A. Bruenn

                                                                        Securities Administrator


Reviewed by:


April 6, 2004                                                 /s/ Christina V. Breen 

Date                                                                Christina V. Breen

                                                                        Assistant Securities Administrator


Submitted by:


April 5, 2004                                                 /s/ Christian D. Van Dyck

Date                                                                Christian D. Van Dyck