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1 GREGORYG. MCGILL, P.c.ATIORNEY AT LAW2 4421 N. 75th Street, Suite 101Scottsdale, Arizona 852513 (480) 970-6720FAX (480) 970-67274 gregmcgill@cox.netGregory G. McGill, No. 01102056789101112

Attorney for Defendants

Michael K. Jeanes, Clerk of Cou*** Electronically Filed ***Lori CummingsFiling ID 421823911112009 11:51:36 PM

SUPERIOR COURT OF ARIZONACOUNTY OF MARICOPA

NEDRA RONEY MCKELL and ROBERTMCKELL Plaintiff,vs.

No.: CV 2009-093004REBUTTAL MEMORANDUMBY DEFENDANT WHITING RE:THE TRO AND FULL FAITH ANDCREDIT

GARY WHITING; CHEYENNE MOUNTAIN13 ENTERTAINMENT, INC, et al, Defendants. Honorable Karen Potts1415

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Defendants Whiting and the several Arizona companies urge this honorable court to denyfull faith and credit to the Temporary Restraining Order issued in Utah based upon the followingreasons:

1. Plaintiff McKell has not cited to one case which holds that the principleunderlying full faith and credit, res judicata, is furthered if this court were toenforce a temporary, interlocutory order from a sister state when that state courthas scheduled another preliminary hearing in that litigation and the controversyrecently commenced and is still being litigated. No citation was made because nosuch citation exists.

2. No proof of proper service of the Notice of TRO Hearing or the First AmendedComplaint upon Whiting or the corporate defendants was introduced herein, sothe sister state temporary order may be collaterally attacked on grounds of lack of

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final before a sister state has to give it full faith and credit. Indeed, the U. S.Supreme Court weighed in on this limitation to tile full faith and credit clause andrested on the notion of "finality" and res judicata: "Public policy dictates thatthere be an end to litigation, that those who have contested an issue shall be boundby the result of the contest, and that the matters once tried shall be consideredforever settled as between the parties." Durfee v. Duke, 375 U.S. 106,84 S. Ct.242, 11 L. ed. 2d 186 (1963). None of these limitations or standards on requiringfull faith and credit have neen shown by the Utah plaintiffs on the temporaryrestraining order with all its facial defects - when a preliminary injunction hearingis currently scheduled for October 16,2009.

5. "A judgment will not be recognized or enforced in otIler states if it is not a finaldetermination under the local law of state of rendition." Grynberg v. Shaffer, 216Ariz. 256, 165 PJd 234 (2007). First, the TRO cannot meet this test. Second,this limitation on comity is plain with respect to ''judgments'', so the limitation onsister state recognition is even more compelling when one considers tileinterlocutory order as opposed a judgment that is final and appealable forpurposes of res judicata effect.

6. Finally, in tile opening Legal Memorandum the defense showed that the plaintiff,and Vick Deauvono, filed sworn affidavits containing utterly unsubstantiatedcharges that Mr. Wlriting absconded with loan proceeds, when tile accusationswere based on vague hearsay, no proof, no actual or continuing harm was shown-and the plaintiff is merely an unsecured creditor without having introduced anyevidence in Utah that it had any disbursement or fund control agreements withWhiting that would provide a legal basis for the extraordinary remedy of "directorremoval", TRO and an interim receiver (by an interested party). The entire matter

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in Utah was a fraud on the court, and all the above referenced cases state that suchfraud is extrinsic fraud that allows a sister state to decline to enforce thetemporary order in this state until the merits are actually and fully litigated in Utahthe rendering state.

WHEREFORE, based upon the reasons set forth herein, the TRO and interimreceiver order in Utah should not be recognized by this honorable court until a finaldetermination is made on the merits in Utah and a final judgment is rendered that isappealable, final and with res judicata effect. Plaintiffs will have every opportunity toprove actual and continuing harm that must be enjoined, and that is what they must do inorder to replace Mr. Whiting in the Arizona entities while they are merely an unsecuredcreditor without any fund control agreements in place.DATED this 11th day of September, 2009.

ORIGINAL of the foregoingE-FILED this 11th day ofSeptember, 2009, with:ClerkMARICOPA COUNTY SUPERIOR COURT201 W. JeffersonPhoenix, Arizona 85003;COPY of the foregoingEmailedthisl1Ihdayof