Our attorneys have a great depth of experience representing public companies in a wide range of corporate and securities related matters. We provide outsourced "In-House" counsel services to our public clients and offer flat fee arrangements for general corporate and securities representation. These services include:

• Assistance in complying with all recurring reporting obligations under the Securities Exchange Act of 1934, including annual reports on Form 10K, quarterly reports ON Form 10Q, 8-K obligations and other compliance advice;
• Disclosure of material developments;
• Preparation of proxy statement and assistance in the preparation of the annual report for shareholders' meeting;
• Attendance at all board and committee meetings and the preparation of corporate minutes;
• Nasdaq, Stock Exchange and OTC Bulletin Board regulatory compliance;
• Fulfilling 16(a) responsibilities (Forms 3 and 4) for directors and executive officers;
• Stock Option Plan administration and regulatory compliance;
• General corporate advice on a full range of corporate governance issues, directors' duties and responsibilities; and compliance with the Sarbanes-Oxley Act of 2002.

For further information, please contact:

Victor J. DiGioia, 212-599-3322, vdigioia@becker-poliakoff.com