Representative Engagements

• R-B Rubber Products, Inc.: Advised and assisted R-B Rubber Products, Inc. in the initial public offering of its common stock.
  
  
• United Security Bancorporation: Advised and assisted Pacific Crest Securities, a regional investment banking firm based in Portland, as underwriter's counsel in the initial public offering of United Security Bancorporation's common stock.
  
  
• Macheezmo Mouse Restaurants, Inc.: Advised and assisted Pacific Crest Securities as underwriter's counsel in the initial public offering of Macheezmo Mouse's common stock.
  
  
• Corvita Corporation: Advised and assisted Pacific Growth Equities, a regional investment banking firm based in San Francisco, as underwriter's counsel in the initial public offering of Corvita Corporation's common stock.
  
  
• Fone America, Inc.: Advised and assisted Fone America, Inc. in the registration of its stock for offering to the public.
  
  
• Northwest Bank of Commerce: Advised and assisted Northwest Bank of Commerce in the initial public offering of its stock.
  
  
• Cascade Bancorp: Advised and assisted Pacific Crest Securities as underwriter's counsel in the initial public offering of Cascade Bancorp's common stock.
  
  
• AirSensors, Inc.: Advised and assisted AirSensors, Inc., a California based manufacturer and distributor of equipment for alternative fueled vehicles whose securities are listed on the Nasdaq National Market, in a recent underwritten public offering of Units composed of common stock and common stock purchase warrants.
  
  
• Arrow Transportation Co.: Advised and assisted Pacific Crest Securities, the managing underwriter, in an initial public offering of common stock by Arrow Transportation Co., a liquid chemical transportation and distribution company whose securities are listed on the Nasdaq National Market. Subsequent representation of Arrow Transportation Co. as company counsel in recent SEC and blue sky registrations of securities underlying its stock option plans.
  
  
• Southwestern Property Trust, Inc.: Acted as special counsel for Southwestern Property Trust, Inc., a real estate investment trust, in a public offering of approximately $110,000,000 of convertible debentures.
  
  
• Meda, Inc.: Advised and assisted Meda, Inc., a Portland based medical testing supply equipment firm, in achieving the status of a publicly traded company through a reverse acquisition.
  
  
• Delrina Corporation: Advised and assisted Delrina Corporation, a computer software manufacturer and distributor whose stock is listed on the Toronto Stock Exchange, in recent SEC and state blue sky registrations of securities underlying stock option and purchase plans.
  
  
• C.R. Bard, Inc.: Advised and assisted C.R. Bard, Inc., a New Jersey medical equipment company whose stock is listed on the New York Stock Exchange, in a $21,500,000 purchase through a merger of a Redmond based medical test equipment manufacturer and a $2 million equity investment in a Bothell medical equipment manufacturer.
  
  
• Representation of investment advisor sponsors of publicly offered mutual funds, including registration with the Securities and Exchange Commission of new mutual funds and continuing SEC and state compliance matters. Prism Group, Inc.
  
  
• Represented a significant creditor/shareholder of Prism Group, Inc., a Washington corporation whose shares are listed on the NASDAQ Small-Cap Market, in a complex restructuring transaction involving the issuance of Prism Group's preferred and common stock and warrants.
  
  
• Private Placement Representation: Represented foreign seafood company with operations on four continents in private placement of $100 million in preferred stock through foreign investment banks to New York and foreign-based investment funds.
  
  
• Advised and assisted a private merchant banking firm as underwriter's counsel in financings for a Bellevue based biotechnology company which included five rounds, each evidenced by separate series of preferred stock, and totalling approximately $20,000,000.
  
  
• Advised and assisted a Bellevue-based software company in a private placement of common stock to SpaceLabs Medical, Inc., a medical software company whose shares are listed on the Nasdaq National Market.
  
  
• Numerous private placement financings by venture capital funds and private investors in software, medical, real estate and other business and investment ventures.
  
  
• Representation of a family of eight mutual funds in connection with the sale and transfer of the advisory and distribution agreements to an affiliate of the Prudential, including the proxy solicitation and registrations required by the transaction.

Other Representation:

• Act as counsel for Fluke Corporation, AirSensors, Inc., Arrow Transportation Co., Meda, Inc., R-B Rubber Products, Midisoft Corporation and other companies in connection with their periodic reporting obligations as public companies, proxy statements and other matters related to stockholders meetings and stockholder relationships, and matters related to the obligations of officers and directors of publicly held companies.

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