Management Sales

RESUME OF NOEL GUARDI

Skills and Experience

Private practitioner specializing in securities, corporate and business law. Extensive experience in regulatory compliance, securities and business fraud litigation and resolving business and investment-related disputes through litigation, arbitration and mediation.

Represented issuers and underwriters in successful initial and secondary public offerings and private placements. Prepared numerous registration statements for filing with the United States Securities and Exchange Commission, offering memoranda and underwriting agreements. Performed many due diligence investigations on behalf of underwriters.

Represented several publicly-owned companies engaged in various business such as high technology, entertainment, natural resources and medical products. Prepared numerous periodic reports (10-K, 10-Q, 8-K), proxy fillings, and beneficial ownership reports.

Represented companies in mergers with publicly-owned companies. Performed due diligence. Provided advice regarding law in Delaware and various other jurisdictions, particularly as to interpretation and application of business judgment rule, indemnification and board/shareholder approval. Prepared merger documentation for a large bank acquisition and other transactions.

Represented broker-dealers, investment advisers and numerous customers in securities litigation in federal and state court (including one class action), securities arbitration proceedings before the National Association of Securities Dealers, Inc., and commodities reparations proceedings before the Commodity Futures Trading Commission. Represented broker-dealers in SEC administrative proceedings and NASD investigations.

Assisted broker-dealers and investment advisers in achieving and maintaining compliance with federal, state and NASD registration, licensing and sales practice regulations. Served management of broker-dealers by providing advice on deal-making, compliance, licensing and day-to-day matters, including customer complaints and personnel problems.

Served corporate management as outside corporate counsel by providing on-going advice on a wide range of business transactions and issues, and supported management with pertinent legal information and documentation. Attended numerous board and shareholder meetings. Represented businesses and individuals in connection with negotiating and preparing executive compensation, employment and independent consulting agreements, incentive and stock compensation plans, contracts with vendors and suppliers, trademarks, licensing, marketing and distribution agreements, loan and financing agreements, and leases.

Prior Employment

Self-employed (4/85-12/07)

Of Counsel, Rossi & Maricle, P.C., 370 17th St., Suite 4250, Denver, Colorado 80202. Worked on securities and commercial litigation. (1/00-8/01)

Of Counsel, O Connor & Hannan, 1700 Lincoln St., Suite 4700, Denver, Colorado 80203. Worked on initial public offerings, private placements and securities litigation at Denver office of large multi-state firm. (7/84-3/85)

Partner, Olsen & Guardi, 600 Grant, Suite 500, Denver, Colorado 80206. Partner in Denver securities law firm specializing in initial public offerings, due diligence work for underwriters and private placements. Supervised fifteen attorneys and staff. (9/80-6/84)

Associate Attorney, Brenman, Epstein, Zerobnick, Raskin & Friedlob, 1321 Bannock, Denver, Colorado 80204. Drafted registration statements and private offering memoranda at Denver securities law firm. (4/79-8/80)

Associate Attorney, Calkins, Kramer, Grimshaw & Harring, 621 17th St., Suite 1900, Denver, Colorado 80293. Drafted official statements for municipal bond offerings and handled general corporate work at medium-sized firm. (6/78-3/79)

Education

State University of New York at Buffalo -- B.A. 1974, cum laude

State University of New York at Buffalo -- J.D. 1978 (top 15%)

Diploma in Trial Advocacy Skills -- National Institute for Trial Advocacy

Bar Admission

Admitted to Colorado Bar - 1978. Registration number 9001.

American Bar Association 1980 -1997

Section of Business Law

Committee on Federal Regulation of Securities

Subcommittees on SEC Practice and Enforcement and Securities Litigation

Section of Litigation

Securities Litigation Committee

Subcommittee on Alternative Dispute Resolution

Subcommittee on Class Actions and Derivative Suits

Former Member, Public Investors Arbitration Bar Association

Professional References

Terence P. Boyle, The Boyle Partnership, P.C., Denver, Colorado 303-***-****

Philip A. Feigen, Rothgerber Johnson and Lyons, LLP, Denver, Colorado 303-***-****

Martin E. Lybecker, WilmerHale, Washington, DC 202-***-****

Personal Interests

Mountain biking, ocean kayaking, cross-country skiing, guitar, west coast swing dancing, jogging, Spanish and French

Please e-mail your questions or comments to ****@*********.***.

CELBERATING 30 YEARS OF SERVICE TO THE BUSINESS COMMUNITY

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