THE AUGUST LAW GROUP - FIRM PROFILE

WHAT WE DO

The August Law Group is a boutique business law firm focusing on providing legal services in connection with corporate and financial transactions for our small to mid-cap clients. We represent both domestic and foreign clients in a wide variety of business matters.

INTERNATIONAL STRATEGIC NETWORK

Over the years, ALG has worked to build and nurture strong relationships with independent law firms located in other countires where our clients are or likely will be engaging in business activites. This "Network" has proven to be an important tool for us to provide reliable and up to date information to our clients in connection with their cross-border transactions, and has also provided them with true insights into some of the cultural, political and business nuances of growing their enterprises internationally. Having strong, independent, local counsel equipped to handle any issue which may arise in the context of our clients' global oreperations and activities provides them a competitive advantage which is of incalculabale value.

August Law Group P.C. is proud of its record of working with distinguished colleagues around the world, and we are always seeking to enlarge the network for the benefit of our clients. Among those firms with which ALG has dveloped close working relationships are:

China

B&D Law Firm, Beijing. Mr. Andy Gu, Partner.

B & D ranks among the oldest and largest private and full-service partnership law firms in China. Formed on teh basis of a merger between two law firms established in the early 1990s, the Firm with 32 partners has more than 100 legal professionals.

Singapore

Stamford Law Corporations, Singapore. Mrs. Lee Suet Fem, Partner

Stamford Law focuses on all aspects of corporate practice, mergers and acquisitions, capital markets related work and corporate finance. Since its inception, it has earned several accolades and recognition in the legal industry for delivering high quality work, dispensing efficient and solutions-based advice as well as being consistently involved in cutting edge and complex transactions.

Isreal

Ben Simon, Pick, Tel Aviv. Yoav Ben-Simon, ADV.

This firm is a law firm committed to provide its clients with quality and timely professional legal services. It represents a wide variety of corporations and businesses, and has a vast experience in escorting and representing companies in their commercial activities

Australia

Hopgood Ganim, Brisbane. Brian Moller, Partner.

The past three decades have seen the firm moving through the ranks of �mid-tier�, to a firm who now competes with top-tier firms in national markets. The firm today stands at more than 150 staff including 17 partners, occupying close to two full floors of Waterfront Place, Eagle Street, Brisbane.

TRANSACTIONAL PRACTICE

Our corporate and transactional practice requires us to become involved for clients in all forms of business law, primarily involving public and private financial transactions and securities regulatory work; strategic partnerships and joint ventures; direct investment (including foreign inbound and outbound); mergers and acquisitions; commercial agreements for distribution, sales agency and direct purchase; private lending transactions; multilateral financing transactions; licensing and franchising. August Law Group, P.C. (ALG) also works with an international network of specialized and local counsel to assist it with its representation of clients in transactions in geographic areas, or in other areas of the law requiring particular expertise that is not specifically provided within ALG.

Over the past several years, our attorneys have spent a great deal of time working on transactions involving the joint development, financing, distribution and sale of technology products and services. Such transactions have primarily centered around joint ventures, exclusive licensing and direct foreign investment (inbound and outbound) involving a large range of telecommunications, medical device, biotechnology, computer science, agricultural and industrial technologies, as well as the private commercialization of government and university-sponsored technologies. Our experience isn�t limited to high technology, however, as we have also assisted several clients in the areas of low technology manufacturing, oil & gas production, mining, entertainment, real estate development, tourism and other non-technology business sectors.

FINANCIAL AND SECURITIES TRANSACTIONS

A large portion of the transactional work undertaken by us in recent years has involved the public and private capital markets. We have represented both operating companies seeking funds for working capital and other purposes, as well as angel, venture/private equity and strategic investors seeking to purchase equity or debt. In connection with these transactions, we have helped clients comply with state, federal and international securities requirements, including the offer of securities privately under Regulation D and state �Blue Sky� laws, as well as through registration of securities for public distribution on Registration Statements filed with the U.S. Securities and Exchange Commission. We also assist clients in having their securities listed for public trading by obtaining a trading symbol from the National Association of Securities Dealers, and listing their securities on an exchange or in the NASDAQ or Over-the-Counter stock markets. We work with U.S. and foreign clients to list their securities through direct registration or a reverse transaction with a US publicly reporting company. Finally, once public, we help companies maintain their status by filing the periodic reports required by the Securities Exchange Act of 1934.

INTERNATIONAL BUSINESS AND FINANCE

In recent years, the international law practice has represented as much as seventy percent (70%) of the business transactions handled by Mr. August. As a service to our clients engaged in cross-border business and financial dealings, we will often assist them in identifying and communicating with potential joint venture, technology sharing, and financial partners in the United States and abroad. In our practice we represent both United States and foreign clients in a wide variety of transactions spanning the entire globe. In the past, this representation has included the full range of corporate and financial transactions, including mergers & acquisitions, strategic alliances, joint ventures, technology transfer, direct foreign investment, and securities listings and transactions.

As a boutique law firm specializing in international legal matters, we differentiate ourselves from other law firms by virtue of the number, level of sophistication and nature of the international transactions on which we have worked. We strive always to �think out of the box�, in order to provide creative legal solutions to our client�s corporate and financial objectives. Especially in the area of representing foreign clients engaging in business in the United States, or business abroad with US-based companies, our clients look to us for more than simply drafting documents. They depend upon us to be a part of the �team� assisting them with their varied business transactions and to provide recommendations on all manner of questions, ranging from the purely legal, to concerns about business cultures, custom and practice.

In today�s marketplace, our position as a small, highly-focused law firm permits us to handle client needs responsively and cost-effectively, and to assist clients as part of their team engaged in business ventures in or from the United States. Through our network of established relationships with businesses and service providers in a host of different sectors, we often are able to give clients strategic and truly value-added service, making their experiences in international business smoother and less harrowing than is sometimes the case.

TECHNOLOGY-BASED TRANSACTIONS

Many of August Law Group�s clients depend upon proprietary technologies as their core assets. We work with clients to help them to protect and maximize the value of these technologies through an understanding of the available legislation and regulatory means for protecting intellectual property rights and trade secrets, as well as assisting with technology transfers and licensing as a means of revenue production. We have also assisted clients with the procurement of technology rights from public institutions and laboratories through Cooperative Research and Development Agreements or other arrangements, as well as through commercial transactions with private third parties.

TRANSACTIONAL SUMMARY

In our practice, ALG attorneys have participated as legal counsel in numerous sophisticated transactions, both prior to and after the founding of August Law Group, P.C. Some of these transactions include the following, in the categories reflected below:

CORPORATE MERGERS & ACQUISITIONS

Over forty transactions ranging from roughly $1,000,000 to $750,000,000, many of which included significant international components. Among them were the acquisitions of Avis Rent-A-Car, Inc., Simmons U.S.A. Corporation, Dyersburg Fabrics, Six Flags Corporation, Simplicity Pattern Company, Inc., and Stark Candy Company by Wesray Corporation; Wometco Cable T.V., Inc. by Cablevision Industries Corporation; the industrial battery division of Exide Corporation by Yuasa Battery (America), Inc.; and the acquisition of eFunds Corporation by Deluxe Corporation; Divestiture of all of Simmons U.S.A. Corporation's subsidiaries in Europe and Asia; tender offers for the capital stock of Western Auto Supply Company (counsel to target), and The Discovery Channel (counsel to syndicate of acquirers); and a number of reverse transactions for securities public reporting status.

BANK LOANS & OTHER FINANCIAL TRANSACTIONS

Numerous transactions as borrower's counsel on senior commercial loans from domestic and foreign lenders involving institutional subordinated debt, seller take-back financing or corporate recapitalizations/refinancings; over fifteen transactions as lender's counsel, including to the Bank of New England, First Union National Bank of North Carolina, First National Bank of Maryland and Signet Bank; bank acquisition planning; and the representation of clients in transactions with SBICs; representation of East-West Bank in structuring legal forms for Export-Import Bank guaranteed financing.

PUBLIC & PRIVATE SECURITIES TRANSACTIONS

Numerous offerings of public debt and equity securities, including convertible and exchangeable securities, representing American and foreign issuers and several national investment banking houses, including Salomon Brothers Inc., Goldman Sachs & Co., Drexel Burnham Lambert Incorporated, Morgan Stanley & Company Incorporated and Bear Stearns & Co., Inc.; representation of issuers and investment banking houses in numerous private placements of securities; representation of Wedbush Morgan Securities in connection with the issuance of a fairness opinion concerning the merger of two public companies. Filing of state Blue Sky and federal securities forms, including S-3, SB-2, S-8, Form F and Form 10 registration statements and all periodic reports filed with the SEC; corporate proxy filings on Schedules 14A or 14C; Form 211 and related reports filed with the NASD; stock exchange listing applications, and foreign stock exchange listings.

OTHER TRANSACTIONS

In addition to the categories above, we represent domestic and foreign companies in all manners of strategic partnerships, joint ventures, co-marketing and co-branding arrangements, franchising, technology transfers, licensing, commercial transactions, leasing and real estate transactions.