Attorney / counsel

LAWRENCE J. FASSLER

*** ****** ******

Venice, CA 90291

Tel: 310-***-****

Fax: 424-***-****

e-mail: ********.*******@*****.***

EXPERIENCE

December 2003 - ARCHADEL, INC., Los Angeles, CA

Present President/Owner -- Oversaw all

aspects of operations for multi-million dollar roofing

construction company. Managed projects of every kind

and size for schools, churches, homeowners, general

contractors, condominium associations, and property

managers.

February 2001- XTIME, INC., San Mateo, CA

December 2003 QRS CORPORATION, Richmond, CA

Consulting Counsel -- Consulted on a wide range of

legal/business affairs for a software start-up and a

publicly held retailer B2B (EDI-based) company. Draft

and negotiate software license agreements, professional

services agreements, and corporate partnering deals;

handle securities filings (including annual

reports/proxy statements); manage patent prosecution and

develop IP portfolio strategy; lead venture capital

financings; negotiate with government employment

agencies; manage corporate structuring efforts; and

handle wide range of other legal matters.

October 1996 - ARTERIAL VASCULAR ENGINEERING, INC. / MEDTRONIC,

Santa Rosa, CA

September 1999 Vice President of Legal Affairs, General Counsel and

Secretary -- Performed or supervised all transactions,

litigation and general business (non-patent) legal work

for leading independent medical device company. Managed

two major acquisitions as well as ultimate acquisition

of company by Medtronic, Inc. for $4.3 billion, a value

that was ten times AVE's market cap at initial hire

date. Served on executive committee, led Board

meetings, and supervised legal department as well as

human resources, environmental health & safety and

security personnel. Handled directly or managed all

(i) general business contracts, including drafting and

negotiating agreements for licensing, distribution,

research and development, real estate, consulting,

employment, non-competition, options, purchasing, and

confidentiality matters, (ii) acquisition transactions,

from structuring to drafting and negotiating stock and

asset purchase agreements, merger agreements, and

related documents (e.g., supply, license, and services

agreements), (iii) financing transactions, including

secondary public stock offerings (and related

registration statements), stock repurchase programs, a

$550 million bank credit agreement, and minority

investments and/or strategic partnerships with both

start-up and public companies, (iv) securities work,

including drafting and filing all Forms 10-K, 10-Q, 8-K,

S-8, 13G, 3 and 4 as well as designing and implementing

employee stock option and stock purchase plans,

(v) Board of Directors and stockholder meetings,

including setting agendas and leading discussions,

(vi) press releases, (vii) employment law matters,

including handling employment or hiring lawsuits and

directing policy (e.g., arbitration requirement),

(viii) product liability issues, (ix) unfair competition

and promotion/ advertising claims, (x) compliance

issues, including regulatory matters (Nasdaq, FDA, HHS)

and business conduct guideline design, (xi) post-merger

integration work for legal and human resources

functions, (xii) contract administration, and

(xii) litigation relating to any of the above.

August 1995 - COOLEY GODWARD LLP, Menlo Park, CA

October 1996 Sand Hill Road Office -- Transaction experience included

start-up company financings, initial public offerings,

secondary stock offerings, public and private company

acquisitions, and multiple seller (conglomeration)

transactions. Some software licensing experience.

Primarily drafted and negotiated prospectuses,

underwriting agreements, merger agreements, asset and

stock purchase agreements, registration rights

agreements, shareholder agreements and handled directly

or managed all other aspects of transactions.

March 1992 - SHEARMAN & STERLING, New York, NY

June 1995 Mergers & Acquisitions Group -- Transaction experience included

asset and stock purchases, stock-for-stock mergers,

tender offers (both hostile and friendly), spin-offs,

and joint ventures, in both public and private

transactions. Responsibilities included acting as lead

associate on transactions and drafting and negotiating

all major documents, including merger agreements, asset

and stock purchase agreements, joint venture agreements,

offers to purchase and related tender offer side

documents, shareholder agreements, preferred stock

documents, registration rights agreements, supply,

services, licensing and distribution agreements, dealer

manager agreements, confidentiality agreements, fairness

opinions and registration statements generally. Also

prepared and presented seminars on "targeted" stock and

fiduciary duties.

March 1991 - Corporate Finance Group -- Transaction experience included

initial

February 1992 public stock offerings, junk bond offerings, exchange

offers and consent solicitations. Drafted prospectuses,

indentures and underwriting agreements.

EDUCATION

1990. COLUMBIA UNIVERSITY LAW SCHOOL

COLUMBIA UNIVERSITY GRADUATE SCHOOL OF BUSINESS

Joint JD/MBA -- Articles Editor, Columbia Journal of

Transnational Law.

Finalist, Jessup International Moot Court Competition

(1st year).

Semi-finalist, Harlan Fiske Stone Moot Court Honors

Competition.

Editor, Columbia Journal of World Business (MBA program)

1981. UNIVERSITY OF CALIFORNIA, BERKELEY

BS, Mechanical Engineering -- Alumni Scholar

PUBLICATION The Italian Penal Procedure Code: An Adversarial System of

Criminal Procedure in Continental Europe, 29 Colum. J.

Transnat'l L. 245 (1991)

Presented the seminal thorough review of the first

accusatorial criminal system to be adopted in a civil-

code European country. Extensive translation.

ADDITIONAL Admitted in California and New York. Passed patent bar

exam in October 2000.

INFORMATION Intermediate-level French and Italian language skills.

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