• Software and Other Technology Licensing
• Technology Infrastructure and E-Commerce
• Venture Capital; Mergers and Acquisitions
• Debt Financing and Restructuring
• Real Estate
• Labor and Employment
• Energy and Conservation

Representative Transactions:

• Alchemedia - All software license and support agreements; OEM agreements, including integration with RSA Security's BSAFE (encryption) technology; Reseller and distribution agreements with Adobe, Akamai, SPSS and OpenText; Strategic alliance agreements with Oracle and Lotus/IBM.
• Everdream - All product license and service agreements, including Fortune 500 clients; OEM agreements, including private-labeling of service for a major PC manufacturer; Reseller and distribution agreements with ADP, Inc. and other American and European partners; renegotiated $4M sale & services agreement with customer Chapter 11 bankruptcy estate; development of standard form sales contracts.
• Lyris - Revenue generating contracts, including enterprise and consumer software license and distribution agreements; Enforcement of confidentiality agreements.
• GalenWorks - Development and Software Agreement with Fortune 500 partner
• Digital Foundry - Web site development and software development agreements.

Representative Transactions:

• Aptimus (formerly XMarkstheSpot)- All revenue generating agreements, including over 100 technology services agreements and strategic alliance agreements, and all vendor contracts.
• Everdream - Technology license and distribution agreements with Microsoft Corporation, Siebel Systems, Inc., Mobile Automation, Inc., Hewlett-Packard Company, Oracle Corporation, Symantec Corporation, and Connected Corporation; website-related revenue generating and revenue sharing agreements.
• Informative - Marketing survey technology and software license agreements.
• SoftCoin - Technology/promotion services agreements with Procter & Gamble, Kraft Foods, Verizon Wireless, and Frito-Lay with an aggregate value exceeding $7M; Strategic alliance agreements, including with AOL.
• Magnatune - On-line music distribution agreements and on-line music sublicense agreements.
• TrafficBuyer - Advertiser and publisher insertion order agreements; anti-spam law analysis.

• Aptimus (formerly XMarkstheSpot) - Series B ($7.5M in March 2000).
• Everdream - Series C ($35M in September 2000); Series D ($12M in December 2002).
• InterWest Partners - Venture investments into companies such as Il Fornaio restaurants, Java City Coffee Company, and Pearl Izumi.
• Crystal Geyser Water Company's acquisition by investment group.
• Merger between Java City and Caravali Coffee Company that combined the companies' retail and wholesale operations.
• Acquisition of two leading school furniture manufacturers, Midwest Folding Products and Artco-Bell Holding Company, by Bay Area investor groups.
• Acquisition by Lyris of competing email hosting company, SparkLIST.com, in August 2002.
• Acquisition by Aptimus of on-line marketing technology company, XMarkstheSpot, in September 2000.

• Closed $15M debt facility with Hewlett-Packard Credit Corporation in December 2000.
• Closed $3M equipment lease with Heller Financial Leasing, Inc. (purchased by GE Capital Corporation) in December 2000.
• Restructured significant outstanding debt facility to accomplish buy-out at approx. 50% value in December 2001.
• Aptimus (formerly XMarkstheSpot) - Negotiated with over 35 creditors to reduce over $4M of debt, which led to completion of acquisition.

• Negotiated acquisition and financing of 120,000 square foot retail and warehouse project in Southern California; handled leasing of space to regional and national companies.
• Worked on series of long-term restaurant leases for Il Fornaio with major retail property owners.
• Negotiated 7-year commercial real estate lease for client in December 2000; negotiated early termination of lease and conversion to short-term lease in December, 2002.
• SoftCoin - Negotiated 3-year commercial lease (50K sq ft) in March 2002.
• Lyris - Negotiated 5-year commercial lease (35K sq ft) in December 2002.
• Alchemedia - Negotiated lease buyout, relieving client of $4.3M of lease liability.

• Negotiated and drafted employment agreements, employee proprietary information and inventions agreements; separation agreements.
• Completed three reductions in force and one facility closing over a period of three years.
• Resolved employee wrongful termination disputes without litigation.
• Advised client with respect to proper classification of employees pursuant to federal and state wage & hour laws; completed reclassification of employees.

• PowerLight - Developed standard commercial sales contracts including direct sales agreements, VAR, distributor, affiliate and subcontractor agreements and government contracts (with value exceeding $1.3M).
• Rainforest Action Network - Managed extensive trademark licensing program.