David M. Griffith

Law Office of David M. Griffith

One World Trade Center • Suite 800

LONG BEACH, CALIFORNIA 90831-0800

Phone: (562) 983-8017• Facsimile: (562)983-8122

Toll Free: (800)304-2598

dmgrifflaw@aol.com

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Mr. Griffith has twenty years of diversified legal experience in securities and transactional corporate and intellectual property fields and related litigation. His corporate securities and general corporate transactional work includes 1933 Act initial public offerings and secondary follow-on offerings, private placements, mergers/acquisitions, dispositions, reorganizations, 1934 Act reporting, international business transactions, financings, and general contract work, advising public and private companies as general counsel on issues including employee incentive plans, real estate, employment law, intellectual property issues and complex litigation.

Presently, he is a Principal of the Law Office of David M. Griffith, a Professional Corporation, Long Beach, California, and "Of Counsel" to Kring & Brown, an Irvine, CA based full service law firm, and serves as General Counsel for several public companies, including MAI Systems Corporation, an Irvine, California software and networking company which has approximately $75 million in annual revenues and is listed on the American Stock Exchange (reporting to the CEO and COO). From November 1994 through June 1997 he served as General Counsel and Assistant Secretary, Saba Petroleum Company, Irvine, California where he was general counsel to a $50,000,000 AMEX listed oil and gas company, handling all transactional matters and public reporting requirements, mergers & acquisitions, and litigation, and reporting to CEO and CFO.

From 1988 through 1993 he served as Senior Partner/General Counsel, Cal- Coast Homes, Rolling Hills Estates, California. From 1982 to 1987 he was employed as a Senior Associate at the Century City, California firm of Resch, Polster, Alpert & Berger, (Corporate Securities and Business Law Practice with Major Clients such as Angeles/Quinoco Corporation, De Anza Corporation, and National Partnership Investments Corp.) From 1980 to 1982 he was an an Associate, Higgs, Fletcher & Mack, San Diego, CA (Real Estate and Business Associate).

Mr. Griffith was educated at the College of William and Mary, Williamsburg, Virginia (J.D., 1980), where he was a member of the William and Mary Law Review and received two AmJur prizes for scholastic achievement. He received his undergraduate education at Duke University, Durham, North Carolina (B.A., 1974), cum laude. He is a member of the State Bar of California and the Los Angeles County Bar Association. He was admitted to practice law in California in 1980.

The Law Office of David M. Griffith provides the following services:

Securities Act filings (SB-1, SB-2, S-1, S-3, S-4, S-8) + private offerings

Intellectual property matters (trademark, copyright, patent, licensing agreements, softwaredevelopment agreements, marketing and distribution agreements)

1934 Securities Exchange Act filings (10-QSB, 10-KSB, proxy statements, Form 10, EDGAR SEC filings).

Williams Act filings (Form 3, 4 and 5); insider trading issues

Executive compensation, stock option plans, 401-K plans

Board of Directors consultations, officer and director liability issues, E&O coverage; consultations with Board committees (executive, audit, compensation); preparation of Board of Directors minutes + agendas

Mergers and acquisitions, letters of intent, asset and stock purchase and sale agreements

New entity formation (corporations, limited liability companies, partnerships, joint ventures)

Securities listing work with NASDAQ, AMEX, NYSE

Press release preparation

Coordination of public and investor relations matters, meetings with securities analysts

Preparation of annual and quarterly reports

Opinion letters for asset purchases, loan closings, miscellaneous acquisitions and stock exchange listing applications/registration statements

Shareholder meeting coordination; preparation of scripts

Transfer agent matters; Rule 144 filings and issues (restricted stock)

Bank financing (documentation related to master loan agreements, letters of credit, etc.)

Corporate real estate matters (office leasing, etc.)

Employment law consultation (employment agreements, hiring/termination issues, employment manuals)

Administrative agency and state/federal court appearances (arbitration/litigation)