EXPERIENCE

The Quantum Group, Inc., Wellington, Florida

September 2009 - May 2010

In-House Counsel

(Reporting to CEO of a publicly traded healthcare services and technology

company; company has suspended its operations)

. Responsible for all legal matters of the company, including drafting,

reviewing and negotiating business contracts, SEC filings and

corporate governance

. Drafted term sheets for debt offerings; following up with required SEC

notices and with investors

. Handled all shareholder issues, including Rule 144 matters and share

issuances and transfers

. Drafted and negotiated technology transfer agreements (reseller and

licensing contracts)

. Administered the company's patent portfolio

. Planning the annual shareholders' meeting

MAKO Surgical Corp., Fort Lauderdale, Florida

January 2008 - March 2009

Associate General Counsel

(Reporting to SVP and General Counsel of a publicly traded medical device

company)

. Assisted the company in taking its first steps as a newly public

company; advising regarding securities law and corporate governance

matters and attending meetings of the Board of Directors and Board

committees; interacting with functional managers and other members of

senior management on a daily basis.

. Accomplishments include successfully completing the company's first

ever proxy season, instituting and implementing equity-based benefit

plans, including an Employee Stock Purchase Plan, timely and

accurately drafting and filing periodic and current reports and

registration statements with the Securities and Exchange Commission.

. Drafting and negotiating sales-related contracts and other business

contracts, including technology transfer, consulting and supply chain

agreements.

Concord Camera Corp., Hollywood, Florida

July 2005 - December 2007

Corporate Counsel

(Reporting to VP and General Counsel of publicly traded manufacturing

company; company ceased operations in June 2009)

. Review and draft business contracts and handle general corporate and

securities matters.

. Responsibilities include negotiating business contracts; drafting and

filing periodic and current reports and proxy statements, proxy

solicitation and disclosure issues relating to shareholders' meetings,

and advising as to the application of securities laws and regulations

. Handling general corporate law matters for the company and its foreign

subsidiaries, including preparing and attending meetings of the parent

Board of Directors and Board committees

. Working with the human resources department to resolve employee

issues, including executive compensation matters.

Revelex Corporation, Boca Raton, Florida

September 2003 - July 2005

Executive Vice President and Corporate Secretary

(In-house counsel reporting directly to the CEO of privately held company

licensing its proprietary software to the travel industry)

. Day-to-day responsibilities included drafting and negotiating

agreements for licensing, distribution, development and resale of

proprietary technology

. Handling employee and consultant matters, including drafting offer

letters, employment agreements, severance agreements and consulting

agreements, and administering the company's stock option plan

. Documenting arrangement for outsourcing QC and QA functions to

Bangelore, India

. Meeting with investors, potential investors and investment bankers

. Drafting business plans and private placement memoranda

. Overseeing general corporate matters including implementation of

annual shareholder meetings, preparation of shareholder/investor

communications, formation of subsidiaries; overseeing outside

litigation and patent counsel.

Edwards & Angell, LLP, West Palm Beach, Florida

October 1999 - August 2003

Associate

. Private equity financing, corporate and securities transactions and

regulation compliance matters

. Representation of a variety of publicly and privately owned entities

on matters of general corporate law, including shareholder agreements

and other compensation arrangements, and employee benefit plans and

other stock-based incentive plans

. Advising public company clients in various transactional matters

relating to the federal and state securities laws, including mergers

and acquisitions and going-private transactions

. Drafting and filing SEC periodic reports and registration statements,

proxy solicitation and disclosure issues relating to annual and

special shareholders' meetings, shareholder relations and shareholder

proposals, insider reporting obligations and short-swing trading

issues.

Representative transactions included:

. Going-private transaction/management buyout of Florida

homebuilder in an all-cash merger

. Registration Statement on Form SB-2 to register shares of

common stock and warrants for selling stockholders and

related pre- and post-effective amendments

. Reverse share exchange among a public reporting company and

two privately held entities

. $50 million in PIPE transactions for a public company

client

. Formation of the U.S. manufacturing facility of an Israeli-

based electronics subcontractor, including an asset

purchase and legal advice on operating in the United States

Steel Hector & Davis LLP, West Palm Beach, Florida

1996 - 1999

Associate

Corporate and securities, including mergers and acquisitions, employee

benefit plans, SEC filings and bond re-financings

Steel Hector & Davis LLP, West Palm Beach, Florida

Summer 1995

Summer Associate

Multi-state securities (blue sky) law research, general corporate matters,

deposition summaries

EDUCATION

Nova Southeastern University, Shepard Broad Law Center, Fort Lauderdale,

Florida

Juris Doctor Degree, summa cum laude, awarded May 1996

Honors: Nova Law Review, Staff Member 1994 - 1995

International & Comparative Law Journal, Staff Member 1995 - 1996

Moot Court, 1994 - 1995

Tuition Scholarship Recipient, 1993 - 1994

Multiple Book Awards

Florida Atlantic University, Boca Raton, Florida

Bachelors of Business Administration Degree with honors (4.0 GPA), awarded

August 1993

Barnard College, Columbia University, New York, New York

Undergraduate studies in humanities, courses in German language and

literature

BAR ADMISSION: Florida

MEMBERSHIPS

Association of Corporate Counsel-South Florida Chapter, Former Board Member

America Israel Chamber of Commerce-South Florida Chapter, Former Board

Member

PUBLICATIONS

Freedom of Access to Clinic Entrances Act of 1994: The Face of Things to

Come? 19 Nova L. Rev. 1083 (1995).

Limited Liability in Registered Limited Liability Partnerships: How Does

the Florida RLLP Measure Up? 20 Nova L. Rev. 1299 (1996) (co-authored with

Prof. Marilyn B. Cane)

Contact this candidate