§ 5-701. Agreements required to be in writing. a. Every agreement,
promise or undertaking is void, unless it or some note or memorandum
thereof be in writing, and subscribed by the party to be charged
therewith, or by his lawful agent, if such agreement, promise or
undertaking:

1. By its terms is not to be performed within one year from the making
thereof or the performance of which is not to be completed before the
end of a lifetime;

2. Is a special promise to answer for the debt, default or miscarriage
of another person;

3. Is made in consideration of marriage, except mutual promises to
marry;

5. Is a subsequent or new promise to pay a debt discharged in
bankruptcy;

6. Notwithstanding section 2-201 of the uniform commercial code, if
the goods be sold at public auction, and the auctioneer at the time of
the sale, enters in a sale book, a memorandum specifying the nature and
price of the property sold, the terms of the sale, the name of the
purchaser, and the name of the person on whose account the sale was
made, such memorandum is equivalent in effect to a note of the contract
or sale, subscribed by the party to be charged therewith;

9. Is a contract to assign or an assignment, with or without
consideration to the promisor, of a life or health or accident insurance
policy, or a promise, with or without consideration to the promisor, to
name a beneficiary of any such policy. This provision shall not apply to
a policy of industrial life or health or accident insurance.

10. Is a contract to pay compensation for services rendered in
negotiating a loan, or in negotiating the purchase, sale, exchange,
renting or leasing of any real estate or interest therein, or of a
business opportunity, business, its good will, inventory, fixtures or an
interest therein, including a majority of the voting stock interest in a
corporation and including the creating of a partnership interest.
"Negotiating" includes procuring an introduction to a party to the
transaction or assisting in the negotiation or consummation of the
transaction. This provision shall apply to a contract implied in fact or
in law to pay reasonable compensation but shall not apply to a contract
to pay compensation to an auctioneer, an attorney at law, or a duly
licensed real estate broker or real estate salesman.

b. Notwithstanding paragraph one of subdivision a of this section:

1. An agreement, promise, undertaking or contract, which is valid in
other respects and is otherwise enforceable, is not void for lack of a
note, memorandum or other writing and is enforceable by way of action or
defense provided that such agreement, promise, undertaking or contract
is a qualified financial contract as defined in paragraph two of this
subdivision and (a) there is, as provided in paragraph three of this
subdivision, sufficient evidence to indicate that a contract has been
made, or (b) the parties thereto, by means of a prior or subsequent
written contract, have agreed to be bound by the terms of such qualified
financial contract from the time they reach agreement (by telephone, by
exchange of electronic messages, or otherwise) on those terms.

2. For purposes of this subdivision, a "qualified financial contract"
means an agreement as to which each party thereto is other than a
natural person and which is:

(a) for the purchase and sale of foreign exchange, foreign currency,
bullion, coin or precious metals on a forward, spot, next-day value or
other basis;

(b) a contract (other than a contract for the purchase and sale of a
commodity for future delivery on, or subject to the rules of, a contract
market or board of trade) for the purchase, sale or transfer of any
commodity or any similar good, article, service, right, or interest
which is presently or in the future becomes the subject of dealing in
the forward contract trade, or any product or byproduct thereof, with a
maturity date more than two days after the date the contract is entered
into;

(c) for the purchase and sale of currency, or interbank deposits
denominated in United States dollars;

(d) for a currency option, currency swap or cross-currency rate swap;

(e) for a commodity swap or a commodity option (other than an option
contract traded on, or subject to the rules of a contract market or
board of trade);

(f) for a rate swap, basis swap, forward rate transaction, or an
interest rate option;

(g) for a security-index swap or option or a security (or securities)
price swap or option;

(h) an agreement which involves any other similar transaction relating
to a price or index (including, without limitation, any transaction or
agreement involving any combination of the foregoing, any cap, floor,
collar or similar transaction with respect to a rate, commodity price,
commodity index, security (or securities) price, security-index or other
price index);

(i) for the assignment, sale, trade, participation or exchange of
indebtedness or claims relating thereto arising in the course of the
claimant's business or profession (including but not limited to
commercial and/or bank loans, choses in action arising under or in
connection with loan agreements and private notes, and including forward
sales), but only to the extent that such indebtedness or obligation was
not incurred by a natural person primarily for personal, family or
household purposes; or

(j) an option with respect to any of the foregoing.

3. There is sufficient evidence that a contract has been made if:

(a) There is evidence of electronic communication (including, without
limitation, the recording of a telephone call or the tangible written
text produced by computer retrieval), admissible in evidence under the
laws of this state, sufficient to indicate that in such communication a
contract was made between the parties;

(b) A confirmation in writing sufficient to indicate that a contract
has been made between the parties and sufficient against the sender is
received by the party against whom enforcement is sought no later than
the fifth business day after such contract is made (or such other period
of time as the parties may agree in writing) and the sender does not
receive, on or before the third business day after such receipt (or such
other period of time as the parties may agree in writing), written
objection to a material term of the confirmation; for purposes of this
subparagraph, a confirmation or an objection thereto is received at the
time there has been actual receipt by an individual responsible for the
transaction or, if earlier, at the time there has been constructive
receipt which is the time actual receipt by such an individual would
have occurred if the receiving party, as an organization, has exercised
reasonable diligence; and a "business day" for the purposes of this
subparagraph is a day on which both parties are open and transacting
business of the kind involved in that qualified financial contract which
is the subject of the confirmation;

(c) The party against whom enforcement is sought admits in its
pleading, testimony or otherwise in court that a contract was made; or

(d) There is a note, memorandum or other writing sufficient to
indicate that a contract has been made, signed by the party against whom
enforcement is sought or by its authorized agent or broker.

For purposes of this paragraph evidence of an electronic communication
indicating the making therein of a contract or a confirmation,
admission, note, memorandum or writing is not insufficient because it
omits or incorrectly states one or more material terms agreed upon, so
long as such evidence provides a reasonable basis for concluding that a
contract was made.

4. For purposes of this subdivision, the tangible written text
produced by telex, telefacsimile, computer retrieval or other process by
which electronic signals are transmitted by telephone or otherwise shall
constitute a writing and any symbol executed or adopted by a party with
the present intention to authenticate a writing shall constitute a
signing. The confirmation and notice of objection referred to in
subparagraph (b) of paragraph three of this subdivision may be
communicated by means of telex, telefacsimile, computer or other similar
process by which electronic signals are transmitted by telephone or
otherwise, provided that a party claiming to have communicated in such a
manner shall, unless the parties have otherwise agreed in writing, have
the burden of establishing actual or constructive receipt by the other
party as set forth in subparagraph (b) of paragraph three of this
subdivision.