Real Estate Management

Barbara Fiske-Nyland, J.D.

*** ****** *****

Emerald Hills, CA 94062

********@*****.***

http://www.linkedin.com/in/barbarafiskenyland

650-***-**** (home)

650-***-**** (cell)

SUMMARY OF QUALIFICATIONS

General Counsel with over 15 years legal experience involving

representation of companies varying from early stage start-ups to

multinational, publically-traded entities. Experienced in matters related

to corporate finance, including initial and secondary public offerings,

venture-backed financings and secured debt offerings, technology licensing,

protection of intellectual property rights, corporate governance,

shareholder relations, M&A transactions and securities law compliance.

Graduated Cum Laude from both undergraduate and law school and obtained on-

the-job training at elite Wall Street and Silicon Valley law firms.

Licensed to practice law in the State of California.

PROFESSIONAL EXPERIENCE

CLOUDMARK, INC.

San Francisco, California

Vice President and General Counsel, 2006 -Present

Chief legal officer/general counsel of multi-national, fast-paced, anti-

malware software and services provider with revenues in excess of $40M per

year. Quickly moved from independent contractor to Vice President, Legal to

General Counsel. Report to CEO.

. As first in-house legal counsel, developed forms needed for ongoing

business activities such as license, employment and independent

contractor agreements.

. Negotiate and draft all license, distribution, product development,

OEM, non-disclosure and professional services agreements.

. Establish corporate policies and provide guidance to CEO, Business

Development, HR and Finance Teams.

. Oversee UK legal matters including the establishment of a pension plan

for UK employees and compliance filings for UK ESOP.

. Supervise internal contracts administrator and outside counsel in

connection with patent filings (obtained 3 patents), trademark

applications and litigation matters.

. Responsible for all export compliance matters, intellectual property

preservation, risk management and shareholder relations.

. Efficiently negotiated over 80 license agreements with domestic and

international Tier One Service Providers including Hewlett Packard,

Microsoft, IBM, AT&T, Sun, Airwide, Acision, Panda and Orange.

. Experienced in negotiating technology transactions around the globe

including the United Kingdom, Australia, France, Germany, Spain, The

Netherlands, China, Japan and Hong Kong.

. Successfully settled contract dispute resulting in six figure

settlement.

. Successfully settled three employee grievance matters.

REAL ESTATE INVESTOR/BROKER

2003- 2006

Negotiated and closed transactions with value in excess of $20 million.

Honed negotiation, closure and management skills.

USWEB/CKS

Santa Clara, California

(Merged with Whitman Hart)

General Counsel, Licensing, IP and International Operations, 1999 - 2001

Represented preeminent internet marketing and web development firm in all

contractual, intellectual property, software licensing and international

matters. Supervised and trained a team of eight contract administrators and

attorneys in Santa Clara and one European counsel. Negotiated and drafted

strategic alliance, professional services and software license agreements.

Supervised all legal matters in four European offices. Oversaw the

integration of USWeb/CKS' legal department into Whitman Hart's legal

department following their merger in 2000. Reported to the CFO.

CKS GROUP

San Jose, California

(Merged with USWeb, Inc.)

General Counsel, 1998 - 1999

Sole in-house legal counsel for advertising and on-line marketing pioneer.

Customers included Apple, Inc., William Sonoma, and Levi Strauss.

Responsible for all contractual, intellectual property, software licensing,

employment law, international, advertising and SEC compliance matters.

Established corporate policies, supervised outside counsel, negotiated and

drafted strategic alliance, professional services and license agreements.

Represented CKS Group in its merger with USWeb. Reported to CFO.

PACKET ENGINES, INC.

Spokane, Washington

(Acquired by Alcatel)

VP of Administration & Legal Affairs, Corporate Secretary, 1996- 1998

First in-house counsel for this rapidly growing developer and manufacturer

of Gigabit Ethernet networking equipment. Responsible for all legal and

administrative matters. Supervised the Director of HR, Director of Finance

and outside counsel. Negotiated all license, distribution, product

development, OEM, non-disclosure, consulting and employment agreements as

well as facilities leases. Responsible for export compliance, supervising

patent applications and filing trademark and employment visa applications.

Served as liaison to regional economic agencies. Key accomplishments

included creating all corporate legal forms, negotiating $2.5 million line

of credit, completing $15.9 million private placement, drafting the

company's employee handbook and establishing all company benefits programs,

including medical, dental, 401(k) and stock option plans. Reported to CEO.

INTEL CORPORATION

Santa Clara, California

Senior Attorney, 1995 - 1996

Staff attorney responsible for securities compliance and disclosure

matters, stockholder relations, benefit plans, risk management and internal

audit matters. Key accomplishments included successful negotiation of the

withdrawal of three stockholder proposals for the 1996 Annual Meeting,

assisting in publication of an award-winning Annual Report (both printed

and on-line version won recognition), completing revamp of Proxy Statement

and amendment of the Dividend Reinvestment Program, Executive Bonus

Program, Stock Option Plan and Excess Benefit Plan.

BROWN & WOOD

San Francisco, California

Sr. Associate, 1994 - 1995

Represented underwriters and insurance conglomerates in transactions

involving public offerings of securities and the issuance of corporate

debt.

WILSON, SONSINI, GOODRICH & ROSATI

Palo Alto, California

Associate, 1990-1994

Represented emerging growth companies in the Internet, telecommunications,

information technology and bio tech industries and corporate investors in

general corporate, transactional, securities compliance, intellectual

property and employment matters. Transactions included initial and

secondary public offerings, M&A transactions, venture capital financings

and asset purchase agreements.

WHITE & CASE

Los Angeles, California

Associate, 1987- 1990

Represented financial institutions in strategic transactions including M&A

and private placements of equity and debt securities, asset

securitizations, syndicated credit facilities and real estate financing

transactions, ranging in value up to $3 billion. Represented independent

production companies in negotiating talent, production and financing

documents for independent feature films. Drafted agreements, conducted due

diligence investigations, coordinated closing logistics and prepared

filings.

EDUCATION

University of California, Hastings College of the Law

San Francisco, CA

J.D., Cum Laude

University of California

Santa Barbara, CA

B.A. - Communication Studies, Cum Laude

B.A. - Environmental Studies, Cum Laude

Tulane University School of Law

XIII Annual Institute of Comparative Law - Grenoble, France

University of California at Berkeley

Business Administration Certificate courses completed:

Business Essentials, Project Management, Financial Accounting, Fundamentals

of Financial Management, Macroeconomics, Organizational Management

PROFESSIONAL AFFILIATIONS

. Member, State Bar of California

. Member, Association of Corporate Counsel

. Member of the Business Law, Intellectual Property Law and Labor and

Employment Law Sections of the State Bar of California

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