SELECTED LEGAL TRANSACTIONAL EXPERIENCE (1989-1995)

Venture Capital Investment. Equity and mezzanine venture capital investments and institutional private placements ranging in size from $1 to $15 million.

Public Offerings. Initial public offering on U.S. Securities Exchange with total proceeds of $32 million for Canadian company that develops, markets and supports an integrated family of computer-aided, industrial design software products. Prospectus also filed with the Ontario Securities Commission.

Initial public offering and secondary offering, with total proceeds of $23.5 million and $43 million, respectively, for a biopharmaceutical company.

Initial public offering and secondary offering, with total proceeds of $21 million and $16.1 million, respectively, for medical equipment manufacturer.

Mergers and Acquisitions. Tender offer by public corporation listed on the NYSE for all of the common stock of a corporation listed on NASDAQ in a transaction valued at approximately $150 million. Acquisition financed by the sale of preferred stock in an institutional private placement and loan.

Acquisition of all of the assets of automotive parts manufacturer by public corporation listed on the NYSE in a transaction valued at $60 million. Acquisition financed by private placement of debt and issuance of common stock.

Merger of a privately held home healthcare company into a wholly owned subsidiary of a national healthcare provider whose shares are publicly traded on NASDAQ, in a transaction valued at $30 million. Complex capital structure of acquired company included three classes of preferred stock, four classes of common stock, debentures, options and warrants.

Tender offer by controlling stockholder of a privately-held physician management company for all of the shares of preferred stock and common stock held by employees and third party investors. Merger of privately held physician management company into a wholly owned subsidiary of the largest privately held insurer in the country in a transaction valued at approximately $70 million.

Strategic Alliance for the joint development and worldwide commercialization of therapeutic products between a Fortune 100 pharmaceutical company and a biopharmaceutical company listed on NASDAQ, in a transaction valued at $60 million.

Joint Venture by Wall Street investment banking firm and blue chip computer company, capitalized with cash, computers and computer software valued at $30 million in exchange for preferred stock.

Technology Transfer. Creation of sponsored research, licensing, and patent assignment arrangements between biotechnology companies and universities such as Oxford University, Harvard University, Institute for Experimental Cancer Research in Switzerland, Max-Plank Institute of Biology and Case Western Reserve University.

International Trade. Preparation of Section 301 Trade Case for U.S. Auto Parts Industry.