EXECUTIVE OVERVIEW
B. KEITH MARTIN
15 West Carrillo Street
Santa Barbara, California 93101
Phone: 805. 965.4100
Fax: 805.962-0722
km@abbizlaw.com

Profile
Since 1987, Mr. Martin has earned the highest rating (AV) from Martindale-Hubbell, the nationally recognized publication that ranks attorneys. He was an Editor of the Southern California Law Review while studying for his J.D. at USC. His legal expertise is built on a foundation of high-tech education at Cal Tech and management experience in electronics, the better to deal with the particular legal problems of both entrepreneurial and growing technical enterprises.

Legal Experience
He began his legal career at Schramm Raddue & Seed (a top law firm in Santa Barbara) where he focused on its technology-based clients and high-tech companies, initially in computer law and taxation, then expanding into corporate securities, finance, taxation and general corporate law.

After becoming a partner in that firm, he co-founded and was managing partner of a new law firm, Seed, Martin & Mackall. He currently specializes in corporate securities, high -tech business law and taxation. He has lectured and published in tax law, estate planning, retirement plans and directors' and officers' liability. His article on corporate deadlock and cumulative voting appears in the June technology issue of Los Angeles Lawyer, a publication of the Los Angeles County Bar Association. He currently serves as a member of the Corporations Committee of the California State Bar Association, and has served as an arbitrator in legal fee disputes. As General Counsel for a number of corporations, Mr. Martin has developed broad skills in business law.

In addition to the general areas described above, where clients have diverse needs he has repeatedly responded by developing expertise in special areas such as Internet law, business to business trademark registration and licensing, patent licensing, software licensing, pension plans, employee benefits, antitrust, railroad law, encryption technology regulation, Medicare regulation, government procurement regulations and supervision of outside litigation. Integration with management as General Counsel involves him in business decisions as well as legal matters, valued especially for his creative solutions to complex legal questions and innovative approach to new business ventures.

Technical Training and Experience
He graduated from the California Institute of Technology, where he was elected President of the student chapter of the Institute of Electrical and Electronics Engineers (IEEE) and lettered in water polo and swimming, a sport he has continued to enjoy through national competition in Masters Swimming. His studies completed at Cal Tech, he worked at Hughes Aircraft Company and Litton Systems, Inc. for seven years as a systems engineering manager with radar, computer and inertial guidance systems.

Legal Training
While taking a course in business law for an MBA, he decided to pursue a career in business law and was awarded a full-tuition fellowship at the University of Southern California School of Law. There he graduated in the top 10% of his class and was chosen to be an editor of the Law Review (the "badge of success" in law school), valuable training for the work that business lawyers really do. He found his experience in management and his rigorous mathematical background formed a ready aptitude for taxation and business law.

Community
Mr. Martin was General Counsel and a Director of the Santa Barbara Symphony Orchestra Association (1991-2001). As Vice-President and director of the Friends of New Music, he has contributed to the development of contemporary music at the University of California at Santa Barbara. He is also a member of the advisory committee of the Individual Artists Awards of the Arts Fund of Santa Barbara. The Caltech Alumni fund has benefited over the years from his efforts as a fund-raiser and Area chairman for Santa Barbara.

Experience And Skills
Negotiations and Contracts:
Mergers and acquisitions
Government contracting
Commercial law matters
Defense of wrongful termination charges
Negotiations involving contract disputes

Finance and Taxation:
IPOs and private placements
Asset based financing
Revolving lines of credit
Cross-border transactions
Tax-free acquisitions & split-ups

Intellectual Property:
Patent licensing
Trademark
Internet law
Software licensing

Corporate:
Corporate Secretary and securities compliance
Insider trading rules and regulations
Corporate planning and development
Directors' and Officers' liability insurance
Employee benefits planning and implementation

Real Estate and Dispute Resolution:
Purchase, sale and lease
Financing and tax aspects of purchase and sale
Management of outside litigation counsel