Previous Law Firm Name

• Spencer & Browning, P.C., July 2, 1996

Law Firm Overview

A law firm of Attorneys and Counselors

What is better, or different,
about the Spencer Law Firm?

Service.

A law firm should recognize that it is a service business. The Spencer Law Firm does. We recognize that most lawyers, within a given area of practice, have more or less similar training and experience. Theoretically then, most lawyers should be able to perform equally. But they do not. We try here to identify the reasons why this is so, and how we think we serve our clients better than others could.

Although we think the lawyers at the Spencer Law Firm are exceptionally well trained and have broad, relevant experience, we start from the modest assumption that we are not inherently better in raw legal skill than others in our profession. This is partly because skill is difficult to measure unless everyone takes the same test and just one person grades the paper. It is partly because people's ideas about a professional's skills tend to be subjective.

Putting aside raw skill, we compare ourselves as objectively as possible, as a service firm, to others in the legal community. To do this, we first acknowledge what few other lawyers seem willing to acknowledge: lawyers are engaged in a business as well as a profession. Therefore, we believe that the legal representation of a person or of a company should be done professionally, and in a business-like manner. Just like any other business people, lawyers must recognize that they exist in a competitive world, and they must be willing to withstand the scrutiny of those whom they serve and those whom they seek to serve. We invite that scrutiny.

The Spencer Law Firm is a law firm engaged in a diversified business practice directed toward anticipating and solving problems facing today's businesses in a timely and cost effective manner. A primary thrust of this firm's legal practice is providing assistance to the person interested in developing a small business into a larger growth company or to position themselves for public ownership.

The firm's lawyers have extensive business experience, enabling the firm to understand the client's enterprise and to provide more than just an assessment of legal issues. When called upon by the client, the firm will assist in obtaining ideas and advice concerning the marketability of technology, intellectual property licensing, sources of financing and strategic planning. We bring together experience in all areas of business practice, legal structures of entities, financing and venture capital, commercial litigation and securities in a single group of professionals who are dedicated to the success of their entrepreneurial clients. Additionally, the firm also provides confidential legal services to other law firms requiring specialized expertise in business transactional agreements, and in business litigation.

Other Important Things About the Spencer Law Firm
(how we try to better serve our clients)

Service

1. We are client oriented. You can get in touch with us.

To achieve this, we have a simple (but strictly enforced)

rule: Every client shall have his or her call returned

within 90 minutes at the very most.

2. We report to you. Our goal is this: No client should

have to ask what is going on in its case. To achieve this,

we give our clients appropriate status report of each matter

we are working on.

3. We monitor ourselves and our success at client

satisfaction. We encourage our clients to rate our

effectiveness, too.

4. We are a group of professionals: lawyers, secretaries

and legal assistants. Our entire staff is integral to our

professionalism and to our service-oriented firm.

Efficiency

We have tried to maximize the practical and economic

efficiencies of modern office technology. Here are some

examples:

- All staff have state of the art computers.

- Our telecopier and photocopier encompass an

accounting system for client tracking purposes. This

takes the guess work out of the costs.

- Our postage meter and telephones also encompass an

accounting system for client tracking purposes.

Results

1. We enjoy practicing our profession and take pride in

representing our clients. One example is that we produce

superior looking and substantively better written work.

2. We represent our clients against the biggest names and

biggest firms in the legal community and consistently come

out on top. We have handled many noteworthy matters.

Examples are available upon request.

3. Most of us have worked at large firms. We have

integrated that experience with a client oriented service

practice which our clients appreciate. This is evidenced by

the clients that retain our firm on a regular basis for

additional issues.

Strength & Stability

1. The Spencer Law Firm has the financial strength

and stability to handle the biggest projects. (We welcome

specific inquiries).

2. We have an impressive and growing clientele noted

further in this brochure.

3. We are very frugal business operators who have minimized

our overhead so that we can provide more economical service

to our clients.

As a small business ourselves, we are in tune to businesses' needs. We are therefore in touch with and understand our clients' goals and needs. We work toward fulfilling those goals within the parameters of their needs. Most importantly, we strive to be a client oriented service firm.

CLIENTS OF THE SPENCER LAW FIRM
(partial listing)

Bodymechanics, Inc. Computer aided sports

technology

Branscome Investment Group, Inc. Investment and

financial advisory

company

BRW Systems, Inc. Oil and gas and service

related company

Caliber Financial Group Investment banking firm

CDI Management Services, Inc. Apartment and

commercial building

management company

Celebration Computer Systems, Inc. Telecommunications and

marketing company

Datasave Company affiliated with

computer industry

D. E. Wine Investments, Inc. Investment banking firm

Gordon Webb & Associates Investment and

financial services firm

HairInternational, Inc. Publishing firm

Hank-Lin Management Company International concern

with worldwide holdings

in real estate,

communications and

hotels

Hew-Tex Oil & Gas Corporation Oil and gas company

Intertect, Inc. Investigative firm

J. Michael Gilbert & Co. Construction company

Mercury International, Inc. Freight and shipping

firm

Mesa Ridge Apartments Apartment complex

Microx, Inc. Computer software

development company

Mobile Intelligent Systems, Inc. Developer and owner of

intellectual properties

Provident Capital Indemnity, Ltd. International insurance

company

Ramex Synfuels International, Inc. Oil and gas company,

publicly held

1819 St. James Partnership Partnership to develop

commercial buildings

The Berkshire Group Arm of Berkshire Realty

Enterprises, Ltd.

Berkshire Reality Enterprises, Ltd. Commercial land holding

company

Esco Transportation Public transportation

and hauling company

Equipos Opticos De Reconocimeinto, Mexican based seller of

S.A. de C.V. financial hardware,

services and software

Industrial Maintenance Contractors Industrial maintenance

("IMCON")

Lone Star Imports, Inc. Car importer and fuel

service maintenance

Lucros International Corp. Acquisitions and

development of oil and

gas properties

Montey Credit Corporation Financial arm of

Sunbeam Corporation

Sunbeam Corporation Produces baked goods

and grocery products

among others

Transtelecomm Software development

company

Raymond R. Betz Interests, Inc. Land development

holding company

R.R.A., Inc. d/b/a Gem Line Jewelry distribution

company

Seven Oaks Farms, Ltd. Former holding company;

public shell

M. Schulist Interests, Inc. Company specializing in

investment services and

mergers and

acquisitions

Spencer Construction, Inc. Construction company

Spencer Dunaway Jones & Smith, Inc. Architectural and

engineering company

Tri-Star Freight Systems, Inc. Freight forwarding

company

Areas of Practice

Transactional

- Contract Documentation

- Corporate

- Debt and Equity Structuring

- International Law

- Joint Ventures

- Mergers, Acquisitions

- Partnerships

- Private Placements

- Proxy Contests

- Public Offerings, Initial and Secondary

- Securities

- Small Business Financing

- Venture Capital Financing

- Workout Negotiation

Litigation, Arbitration and Mediation

- Construction and Building

- Contract

- Defamation

- Financial and Commercial

- General Business and Civil and Complex Commercial

- Insurance and Reinsurance

- Personal Injury

- Product Liability (including warranty and tort)

- SEC and State Criminal Investigations

- Securities

Except for real estate law, estate planning and civil trial

law, no designation has been made by the Texas Board of

Legal Specialization for a Certificate of Special Competence

in these areas. Not Certified by the Texas Board of Legal

Specialization.

Areas of Practice

• Business & Commercial Law
• Business Organizations
• Collections
• Construction Law
• Employment Law -- Employee
• Estate Planning
• Labor Law
• Litigation & Appeals
• Mergers & Acquisitions
• Personal Injury -- Plaintiff
• Motor Vehicle Accidents -- Plaintiff
• Probate & Estate Administration
• Wills
• Medical Malpractice

West Practice Categories

Business & Commercial Law, Business Organizations, Collections, Construction Law, Employment Law -- Employee, Estate Planning, Labor Law, Litigation & Appeals, Mergers & Acquisitions, Personal Injury -- Plaintiff, Motor Vehicle Accidents -- Plaintiff, Probate & Estate Administration, Wills, Medical Malpractice