Wisconsin

100 East Wisconsin Avenue Milwaukee, Wisconsin 53202-4108 Telephone: 414-271-6560 Telecopier: 414-277-0656 Approach At Michael Best & Friedrich LLP, the practice of business law involves teaming with our clients to achieve their strategic objectives. Our clients rely upon us to serve as counselors, providing both legal advice and business experience. Clients Our business law practice is extensive, both in terms of the type and size of our clients, as well as in the spectrum of services we provide. As general, regional or local counsel, we represent individuals, partnerships, limited liability companies and public and closely held corporations, operating in virtually every segment of our economy. Attorneys More than 40 attorneys provide counsel to our corporate and business clients. For each project we assemble the appropriate resources to achieve our client's goals in the most expedient and cost-effective manner. To more directly address the changing needs of our clients and the marketplace, we have formed specialized practice groups in areas such as venture capital, electronic commerce, start-up enterprises, agribusiness and communications. Practice Business law is a core competency of the firm. The range of our services includes assisting in the organization, financing and operation of business ventures, through and including mergers, acquisitions, divestitures and joint ventures. Our experience in corporate finance has resulted in representation of venture capital investors, mezzanine lenders, and start-up and later-phase companies in all facets of business, including distribution, manufacturing and emerging technology. Our firm also has a substantial practice in securities work representing both issuers and underwriters in public and private offerings of all forms of equity and debt securities. Our extensive business law experience includes the following areas: Closely Held Businesses A large number of partners and associates devote all of their time to advising closely held business. Services to closely held businesses include advice on: choice of entity; tax and estate planning; shareholder, partnership and operating agreements; financing arrangements, including start-up and later-stage debt and equity financing; distribution, dealership and supply arrangements; securities law; regulatory compliance; intellectual property; employee benefits and executive compensation; labor relations and real estate. Public Companies We serve as general or special counsel to a large number of public companies engaged in business throughout the world. We routinely are requested to provide advice in such diverse areas as public company mergers; joint ventures (domestic and foreign); all aspects of compliance with federal and state regulations; export controls; internal investigations and issues relating to Internet commerce. We have several partnering arrangements in place with inside counsel. For example, upon request we assign partners and associates to the inside team to assist during periods of high demand for legal services; we serve as of counsel to clients and are involved in all facets of their business; we routinely assist in training managers and executives. Often such services are provided at an agreed upon monthly rate. We also provide task-based billing to facilitate client budgets. Commercial Finance and Lending Our commercial lending practice includes the representation of locally and nationally prominent financial institutions as well as borrowers in secured and unsecured credit facilities of all sizes, loan syndications and participations, leveraged buyouts, ESOP loans, asset-based financings, letters of credit and the purchase of entire loan portfolios. We provide advice to clients in commercial leasing, equipment finance and sales and secured transactions under the Uniform Commercial Code. Several of our attorneys concentrate their practice on loan workouts, bankruptcy and the restructuring of problem and special loans. Merger and Acquisitions Our attorneys structure, negotiate and close mergers, acquisitions and divestitures for a full range of clients from individuals to large publicly held companies. In addition to traditional merger, asset and stock purchase transactions, we frequently assist clients in completing recapitalizations, management and non-management leveraged buyouts, reorganizations and other complex restructurings. Public Finance Michael Best has a recognized practice in the area of public finance. Since 1993, we have acted as Bond Counsel for over $6 billion of financings for industrial, office and housing developments, health care facilities, business improvement districts, redevelopment authorities and professional athletic stadiums. These offerings include both general obligation and revenue bonds. We also represent underwriters and borrowers in bond placements, as well as financial institutions that provide credit enhancements for bond offerings. Distribution and Franchising For businesses seeking to reach new markets, we provide counsel in the development of mutually-beneficial distribution, licensing or franchise relationships. Together with our Litigation and Intellectual Property Practice Groups, we negotiate and litigate distributorship, dealership, licensing and franchising matters of all types for clients throughout the United States. International Business Several of our international business attorneys have placed particular emphasis on structuring international joint venture and distribution arrangements for our clients. In addition, our attorneys assist clients with international mergers and acquisitions, import and export transactions and immigration. Through our membership in Lex Mundi, the world's largest network of private law firms, we can provide our clients with excellent legal resources in virtually every nation in the world. Venture Capital Michael Best's venture capital team brings together attorneys from different disciplines in order to provide efficient and effective representation for our venture capital clients. Our team structures creative solutions to the range of complex problems faced in bringing a venture capital transaction to a successful conclusion, including formation of an advantageous tax structure, creation of a management team and layering of necessary tiers of finance. The firm is also experienced at representing our clients in the commercial finance and lending transactions necessary to finance many venture capital acquisitions so that both the acquisition and the lending portions of the deal can proceed in a cohesive and coordinated manner. We routinely advise clients concerning appropriate methods of structuring incentive compensation and employment agreements. Referrals and Relationships In all aspects of the business practice our primary goal is to add value whenever possible. Close relationships with clients make our practice rewarding and we seek to help our clients beyond legal services. Upon request, we provide referrals to help clients obtain debt and equity financing, recruit employees, retain outside accounting, public relations, advertising and marketing assistance and to pursue the sale of their business.

777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5306 he Commercial Transactions & Business Counseling Practice of Foley is comprised of attorneys who are both generalists and authorities, to serve our clients in the most effective manner. The practice has two service goals: * To act as “general counsel” for domestic and foreign businesses that do not have attorneys on staff or need to augment their in-house capabilities; and * To offer comprehensive, focused knowledge on the many legal issues that affect commercial transactions in and outside of the United States. Knowledge of Many Legal Disciplines to Better Serve You In their capacity as generalists, the attorneys in this practice have experience in entity organization and governance, legal compliance, and risk management in connection with day-to-day business operations and dispute resolution. Often, their threshold responsibility is to identify legal issues, after which they coordinate the assistance of authorities, within and outside of the firm, as necessary to reach appropriate resolution. As an adjunct to their more generalized functions, Commercial Transactions & Business Counseling attorneys are frequently responsible for the numerous large and small commercial transactions that are the lifeblood of Foley's business clients. In connection with that role, the attorneys in this practice maintain full knowledge in the many legal disciplines that affect such transactions. The key areas of the practice's competence are the following: * Antitrust * Commercial agreements * Distribution * Credit transactions * Entity selection/formation

CORPORATE LEGAL COUNSEL, LTD. 477 South Nicolet Road, Suite 5 Appleton, Wisconsin 54914 Phone: 920.832.4584 Fax: 920.832.4585 At the Appleton, Wisconsin offices of Corporate Legal Counsel, Ltd., attorney Peter A. van Houwelingen makes every effort to learn about our clients' businesses so that we are better able to understand our clients' business and estate planning needs. We represent businesses throughout the Fox River Valley, including Appleton, Green Bay, Neenah, Menasha, Oshkosh, and other cities in Outagamie, Brown, Winnebago, and Calumet counties. We have expertise in drafting and negotiating almost every type of contract, including agreements for your company's services; vendor agreements; leases; shareholder, partnership, LLC and employment agreements; buy-out and buy-sell agreements, joint ventures; outsourcing; partnering; marketing; servicing agreements; sales; and mergers and acquisitions. As former in-house counsel for a large, international company, attorney van Houwelingen tends to be proactive rather than reactive, and is adept at resolving issues before they become problems. Fixing issues before they become problems saves you money. Whether you are a start-up company, a family-owned business or a Fortune 500 corporation, if it's important to you, it's important to us. We are devoted to providing the highest quality legal services with a focus on meeting the individual needs of our clients. Our experience and broad knowledge base ensure that we provide full value for every dollar you invest in our legal services. You can expect prompt personal service and uncompromising, quality legal representation delivered in a cost-effective manner. We represent clients throughout the Fox River Valley in matters relating to: * Business Organizations * Business and Commercial Law * Estate Planning * International Business Law * Real Estate Law We have experience in many areas of the law and with a wide variety of businesses, and therefore can provide you with outstanding representation in a broad range of areas. We provide you with the responsiveness, accessibility, and attentiveness of a small firm lawyer along with the skills, experience, and resources associated with larger law firms. For further information about how we may be of assistance to you, please contact us today.