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SAMUEL S. CROCKER 3701 Kirby Drive, Suite 1194 Houston, Texas 77098-3900 713.529.3272 (O) 281.904.2769 (C) scfd0950@westpost.

net Legal counsel with proven success in resolving legal, business and employment-re lated issues; in minimizing risk, exercising sound business judgment, and provid ing workable legal advice within time-sensitive deadlines. Highly effective at b uilding working relationships with management and other colleagues based on resp ect and in-depth understanding of business and legal issues facing clients. Perf orm duties in accordance with management directives, company policies, ethical s tandards, governmental regulations, and budgetary constraints. Expertise includes: Managing Claims, Lawsuits & Investigations Federal and State Regulatory Compli ance Acquisitions and Divestitures Risk Management Licensing IP & Managing IP Portfolio Franchising Contract Drafting, Analysis & Negotiation Employment Law Corporate Governance & Ethics Due Diligence Analysis & Coordination Dispute Resolution Drafting and Negotiating Leases Corporate Secretarial Duties Legal Auditing KEY PROFESSIONAL EMPLOYMENT July 2000 - Present Advantage Staffing (fka Talent Tree and affiliates) Houst on, Texas Vice President, General Counsel and Secretary/Attorney A $300+ mill ion staffing and permanent placement company with operations throughout the Unit ed States. Negotiated major customer contracts, leases and franchise agreements ; managed claims, lawsuits and governmental investigations; provided continuous advice to headquarters and field; directed compliance with federal and state law s (EEOC, DOL, FSLA and DHS). * Handled the acquisition of over twenty companies and sale of the company's int erest in eight franchisees. Prepared non-disclosure agreements and letters of in tent; managed due diligence; drafted and negotiated purchase agreements; wrote c losing documentation. * Effectively worked with HR to address employment law matters relating to: hiri ng, discipline and termination; workers' compensation; sexual, age and disabilit y discrimination; sexual harassment; whistle blowing; retaliation; office closur es; reductions in force * Enjoined aggressive competitor from "raiding" all staff and temporaries at key branch office * Successfully defended against U.S. Department of Labor wage/hour laws charges * Settled class action wage hour lawsuits in federal and state courts on very fa vorable terms, minimizing risk of "copy cat" lawsuits throughout company * Recovered $1 million wrongfully held by company's insurance carrier for three years * Kept former employees in many states from stealing customers and business by e ffective enforcement of non-competition clauses in employment contracts * Conducted "legal audit" to identify and resolve potential legal and business i ssues * Drafted policies required for applicable Sarbanes-Oxley compliance January 1998 - June 2000 Gardere & Wynne Houston, Texas Partner in the healthcare and intellectual property sections of the Houston offi ce of this Texas-based law firm. Represented physicians and other healthcare pr oviders in contractual and regulatory compliance matters; negotiated healthcare affiliation, research and consulting agreements; and assisted inventors and univ

ersities in commercializing inventions. September 1984 - December 1997 Baylor College of Medicine/BCM Technologies, In c. - Houston, Texas Vice President for Legal Affairs Set up the legal department for one of America's leading medical schools and mos t successful technology transfer programs. * Assured compliance with federal and state laws governing the sale of securitie s, academic fraud, the practice of medicine, and the conduct and licensing of Fe derally-sponsored research * Helped transform a dormant licensing office into one of American's top technol ogy transfer programs - negotiated over 200 licenses and formed 18 venture capit al funded start-ups * Pioneered academic institutions demanding market-based competitive royalties i n patent licenses and sponsored research agreements * Negotiated profitable contracts with hospitals, healthcare providers and physi cians * Defended against charges by Department of Commerce and Office of Scientific In tegrity * Protected and strengthened the valuable "Baylor" trademark * Managed extensive patent portfolio and outside patent counsel April 1980 - June 1984 Moran Energy, Inc. Houston, Texas Vice President, Gene ral Counsel and Secretary NYSE-listed drilling/exploration and development com pany. * Listed common stock on the NYSE and increased coverage by Wall Street * Conducted "legal audit" to identify and address legal problems to facilitate s uccessful due diligence by underwriters and potential merger partners * Liaison with NYSE and transfer agents * Coordinated two large offshore public offerings of convertible debt securities through newly-formed Netherlands Antilles subsidiary * Handled director and shareholder meetings and wrote proxy statements and SEC f ilings * Negotiated merger into Kaneb Services, a much larger NYSE listed company December 1968 - March 1980 Schlumberger Limited Houston, Texas, Benton Harbor, Michigan and New York City. NYSE listed multinational corporation. Held three positions: (i) Attorney - "buttoned up" seven U.S. subsidiaries (oilfield servic es, manufacturing and consumer products) for sale; (ii) Attorney and Assistant Secretary for Schlumberger and affiliates at headquarters offices - responsible for acquisitions, regulatory matters (export control, foreign corrupt practice a ct and anti-boycott compliance), corporate housekeeping (shareholder and directo r meetings, stock splits, and SEC filings), served as contact for four stock exc hanges and administered stock option program; (iii) General Counsel of Schlumber ger's largest domestic operating unit. Currently licensed to practice law in Texas. Also admitted Ohio, Michigan and Ne w York. Education: Williams College (BA) and University of Texas School of Law (JD)