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To: paulmcg0 who wrote (16222)	6/29/1998 1:10:00 AM
From: Danimal	Respond to of 50264

Cohen, Brame & Smith - Digitcom's Nasdaq filing counsel "They are familiar with Digitcom, having previously worked with the Company, and are devoted to making our filing as strong as possible." - Jimmy Chin From Cohen Brame & Smith's website located at cbspc.com The legal and paralegal staff of Cohen Brame & Smith has a great depth of experience in a wide variety of public and private financing transactions for both domestic and foreign companies, including the ability to assist our clients in negotiating underwriting arrangements with venture capital and investment banking firms. Cohen Brame & Smith stands ready to assist our clients, whenever possible, in establishing relationships with proven venture capital and investment banking firms with whom we have worked in the past. For example, we recently introduced one of our development stage clients to an investment banking firm which agreed to raise the bridge and mezzanine financing our client needed to complete the development of one of its state-of-the-art products. Our experience can prove invaluable to our clients in helping them determine the most appropriate type of financing based on the stage of the company's development from debt, hybrid debt, and convertible securities to the more common initial public offering of its common stock, as well as a decision as to whether the financing should be public or private. We recently helped one of the fastest growing firms on Nasdaq close a $12 million private offering to offshore mutual funds, the proceeds of which were partially used to acquire two companies in related businesses. Our paralegal staff, working directly under the supervision of the securities lawyers, will efficiently assist our clients in assuring full compliance with the blue sky laws of all 50 states and the District of Columbia, including registration and applications for exemptions. Once a client has "gone public," Cohen Brame & Smith will assist that client in establishing systems to assure accurate and timely SEC reporting. We can draft and transmit all periodic reports using the SEC's new EDGAR system. Additionally, as a result of our experience with the "short swing" and "insider trading" rules and regulations, we can assist a client's staff in establishing systems to avoid running afoul of these complex regulations. In summary, we stand prepared to assist a company from the date of its incorporation through the initial capital formation and public offerings, and once it is subject to the reporting requirements mandated by the SEC, we can either handle all of the company's reporting requirements on its behalf or assist its in house staff with SEC compliance. Cohen Brame & Smith's securities team is led by Roger V. Davidson and includes Roger C. Cohen, Andrew L. Pidcock, John D. Tishler and Dwight R. Landes.