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| EDSEL J. GUYDON |
| SEC Counsel |
| Mr. Guydon is a skilled commercial lawyer with experience in the fields of corporate, corporate finance, banking, structured finance, bankruptcy, commercial transactions, securities, real estate, municipal finance and related litigation. Mr. Guydon has practiced law for over 19 years and is licensed in and in good standing with the bars of the District of Columbia, Virginia and Wisconsin (inactive status). |
| Mr. Guydon securities experience includes representations in connection with primary and secondary public offerings of equity and debt securities, including complex preferred stock offerings, including concurrent U.S. and international offerings; Rule 144A high yield debt offerings; mergers, share exchanges, consolidations and acquisitions; private placements of equity and debt securities, including limited liability company membership interests and partnership interests; venture capital financing; joint ventures; recapitalizations, reorganizations and credit financings; REITs, REMICs, asset-backed securitizations and conduit financings; UP/REIT and other rollup transactions on behalf of issuers and other participants; asset acquisitions and dispositions; going private transactions; tender offers and tender offer financings. |
| Mr. Guydon has also represented clients in connection with: preparation of a Form S-1 registration statement for an initial public offering of $100 million equity by a telecommunications company; preparation of prospectus supplements under a Form S-3 global shelf registration statement for equity and debt offerings by a real estate investment trust; preparation of a Form S-1 shelf registration statement registering, on behalf of certain selling shareholders; $25 million of convertible high yield debt securities issued in a private placement; preparation of a Form S-4 exchange offer registration statement registering $97 million of high yield debt securities issued in a private placement; and, drafting the indenture, underwriting agreement, corporate resolutions, legal opinion and Form T-3 qualifying the indenture under the Trust Indenture Act of 1939 for a $100 million offering of high yield debt securities. |
| In addition, Mr. Guydon has prepared and filed with the U.S. Securities and Exchange Commission confidentiality treatment requests, periodic reports (10K, 10Q, annual reports to shareholders), Schedules 13D and 13G, Forms 3, 4 and 5. He has prepared listing applications for securities offerings on NYSE and NASDAQ. With regard to mutual fund and investment company clients, Mr. Guydon has prepared Plain English Form N-1A registration statements (Prospectus and Statement of Additional Information), annual and semi-annual reports, Fund Profiles, proxy statements and prospectus supplements for several registered investment companies including the AFL-CIO Housing Investment Trust, Merrill Lynch and SunAmerica; and, has responded to regulatory comments related to disclosure contained in various filings; and, reviewed and edited marketing materials for public and private offerings. |
| Mr. Guydon corporate and general commercial experience includes representing clients involving government contracts; incorporation; shareholder and director resolutions; stock splits and dividends; stock redemptions; employment agreements; nondisclosure/non-competition agreements; management and consulting agreements; liquidations and dissolutions; re-incorporations; dissenters rights; corporate and securities litigation; SEC administrative enforcement matters; foreign state qualifications; securities listing applications and, state and Federal government regulation. |
| Mr. Guydon is a former senior attorney with the U.S. Securities and Exchange Commission Division of Corporation Finance and Division of Enforcement. In addition, Mr. Guydon is a former senior attorney with the U.S. Department of Justice, Office of the United States Trustee, which is tasked with administrative management of bankruptcy cases. |
| MCKENNA LONG & ALDRIDGE LLP |
| International Law Firm |
| McKenna Long & Aldridge LLP is an international law firm comprised of more than 400 lawyers and public policy advisors with offices in Albany, Atlanta, Brussels, Denver, Los Angeles, New York, Philadelphia, Sacramento, San Diego, San Francisco and Washington, DC. Their clients are a mix of numerous Fortune 500 firms, mid-size companies, major government contractors, real estate developers and non-profit organizations of all types. MLA's diverse range of services fall into three broad categories: transactional, litigation and government/regulatory. |
| Transactional Services |
| Their transactional legal services are offered in three areas: Corporate, Real Estate Finance and Development and Debt Restructuring and Bankruptcy. MLA's traditional Corporate practice ranges from day-to-day counseling to mergers & acquisitions to tax planning. Additionally, they assist clients with conducting internal investigations and creating governance and regulatory compliance programs. |
| Litigation Services |
| MLA's Litigation practice offers experience, depth and high degrees of specialization in a variety of areas, including Product Liability and Toxic Torts, White Collar Crime and Commercial Business. Their litigation expertise derives from their strong background in corporate and regulatory law. Our depth means that we handle anything from routine commercial disputes in local courts to high-profile cases in the highest state and federal appellate courts. |
| Governmental and Regulatory Services |
| Their third major area of practice encompasses all the diverse ways in which business interacts with government. Their Regulatory attorneys assist clients with matters involving governmental bodies in the United States and Europe.
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| GLENN HAGEN |
| In-House Counsel |
Mr. Glenn Hagen has more than 30 years of transactional matters and litigation. Mr. Hagen received his B.S. degree in Chemistry/Biology from University of Alabama in 1970, he obtained J.D. degree from Valparaiso University School of Law in 1973. Licensed to practice law in Michigan in 1973 and in Colorado in 1981, Mr. Hagen engaged in private practice in Kalamazoo, Michigan; thereafter, as Deputy City Attorney for Battle Creek, Michigan, establishing the first in-house Legal Department for the City. He expedited major public works projects with community and business leaders. |
| MICHAEL STARKWEATHER |
| Patent Attorney |
| exclusively focuses his practice in the intellectual property law area. He started his first few years of practice as a Patent Examiner in Washington, D.C., where he examined over 300 cases, and received a letter of commendation from the Commissioner of the Patent Office.. He then spent over a decade working as an in-house counsel for several major corporations, including IBM, Xerox, and AT&T (NCR div.). He was also the Chief Patent Counsel for CTS Corp., a multinational conglomerate, where he increased their patent portfolio by about 436% and was an inventor on several patents. In addition to prosecuting hundreds of software, electrical and mechanical inventions, Mr. Starkweather has been involved in performing major intellectual property audits, including audits for a twenty-million, thirty-million and a one-hundred-million dollar acquisition. Mr. Starkweather has also been involved in building substantial patent portfolios incorporating many advanced patent strategies that positively affect stock prices of the company. Additionally, Mr. Starkweather has participated in two major patent litigations involving Texas Instruments vs. Micron, and Monarch Marketing vs. AT&T; both included successful redesigns of products to avoid patent claims of plaintiffs. |
| Mr. Starkweather has lectured about business and technology at Brigham Young University, taught law at the University of Phoenix, and is currently teaching at the University of Utah on IP Valuation and Portfolio Management Strategies Michael W. Starkweather
received his Bachelor of Science degree in Engineering in 1985 from the
University of Wisconsin, where he achieved the Engineering Dean's Honor
List. In 1988 he received his J.D. degree from the University of
Wisconsin, College of Law, where he interned for the Wis. Supreme Court.
His philosophy is that patents are a tool for the businessman to achieve strategic business objectives within given monetary constraints. |
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