IN THE UNITED STATES BANKRUPTCY COURT FOR THE ......2010/12/06 · Attorneys for the Trustee Case...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE – NASHVILLE DIVISION

IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11

THE DEADLINE FOR FILING A TIMELY RESPONSE IS: 06/21/2009 IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE: 6/30/2009, 9:00 A.M., COURTROOM 2, SECOND FLOOR CUSTOMS HOUSE, 701 BROADWAY, NASHVILLE, TENNESSEE, 37203.

NOTICE OF MOTION TO COMPROMISE AND SETTLE

CAFETERIA PLAN ACCOUNT John C. McLemore, Trustee, has asked the Court for the following: Permission of the Court to compromise and settle the Cafeteria Plan account of State of Louisiana Office of Group Benefits. YOUR RIGHTS MAY BE AFFECTED. If you do not want the Court to grant the attached motion, or if you want the Court to consider your views on the motion, then on or before 06/21/2009, you or your attorney must:

1. File with the Court your response or objection explaining your position. PLEASE NOTE: THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE REQUIRES ELECTRONIC FILING. ANY RESPONSE OR OBJECTION YOU WISH TO FILE MUST BE SUBMITTED ELECTRONICALLY. TO FILE ELECTRONICALLY, YOU OR YOUR ATTORNEY MUST GO TO THE COURT WEBSITE AND FOLLOW THE INSTRUCTIONS AT: https://ecf.tnmb.uscourts.gov.

If you need assistance with Electronic Filing you may call the Bankruptcy Court at (615)

736-5584. You may also visit the Bankruptcy Court in person at: U.S. Bankruptcy Court, 701 Broadway, 1st Floor, Nashville, Tennessee (Monday – Friday, 8:00 a.m. – 4:00 p.m.).

2. Your response must state that the deadline for filing responses is 06/21/2009, the date of the scheduled hearing is 6/30/2009, and the motion to which you are responding is Notice of Motion to Compromise and Settle Cafeteria Plan Account.

3. You must serve your response or objection by electronic service through the

Electronic Filing system described above. You must also mail a copy of your response or objection to:

Case 3:06-bk-05400 Doc 681 Filed 06/01/09 Entered 06/01/09 13:59:48 Desc Main

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https://ecf.tnmb.uscourts.gov/

John C. McLemore, Trustee United States Trustee P. O. Box 158249 701 Broadway, Customs House Suite 318 Nashville, TN 37215-8249 Nashville, TN 37203 If a timely response is filed before the deadline stated above, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by calling the Clerk’s office at (615) 736-5584 or viewing the case on the Court’s website at www.tnmb.uscourts.gov . If you or your attorney do not take these steps, the Court may decide that you do not oppose the relief sought in the motion and may enter an order granting that relief. This 1st day of June, 2009. Respectfully submitted, GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee

Case 3:06-bk-05400 Doc 681 Filed 06/01/09 Entered 06/01/09 13:59:48 Desc Main Document of 7

http://www.tnmb.uscourts.gov/

mailto:[email protected]



MOTION TO COMPROMISE AND SETTLE CAFETERIA PLAN ACCOUNT

Comes John C. McLemore, Trustee, pursuant to Bankruptcy Rule 9019, and respectfully

moves the Court to compromise and settle the amount owed to the bankruptcy estate by the

Cafeteria Plan account of State of Louisiana Office of Group Benefits (“OGB”), as follows:

1. The Debtor, 1Point Solutions, LLC, operated healthcare plans as part of its

business.

2. The Trustee’s accounting adjusted after documentation provided by OGB showed

that OGB owed $94,362.12 on its healthcare plan with 1Point. The Trustee made

demand.

3. OGB disagreed with the adjusted amount due, and raised issues that would

require proceeding further with its attendant costs.

4. Negotiations between OGB and the Trustee followed and an agreement was

reached:

(a) That OGB shall pay to the Trustee the sum of $78,973.68, representing

84% of the adjusted amount;

(b) That OGB shall waive any claim that it or its participating employees

may have in the consolidated bankruptcy case of 1Point Solutions, LLC, and

Barry R. Stokes; and


(c) That the Trustee shall release OGB from any and all claims by the

consolidated bankruptcy case of 1Point Solutions, LLC, and Barry R. Stokes.

5. It is the Trustee’s business judgment that the settlement is in the best interest of

the Estate.

WHEREFORE, the Trustee moves that the Court accept the compromise and settlement

with OGB and enter the proposed order attached hereto.

Respectfully submitted, GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee





ORDER ALLOWING COMPROMISE AND SETTLEMENT OF CAFETERIA PLAN ACCOUNT

This cause came on to be heard upon the Motion to Compromise and Settle Cafeteria

Plan Account as to State of Louisiana Office of Group Benefits (“OGB”); and it appearing to the

Court that notice of the motion has been given, and that no objection has been filed, it is

therefore

ORDERED that OGB pay to the Trustee the sum of $78,973.68; and further

ORDERED that OGB waives any claim that it or its participating employees may

have in the consolidated bankruptcy case of 1Point Solutions, LLC, and Barry R. Stokes; and

further

ORDERED that the Trustee releases OGB from any and all claims by the



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It is so ORDERED.

This order was signed and entered electronically as indicated at the top of the first page.

Approved for Entry: GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee


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CERTIFICATE OF SERVICE I hereby certify that on the date noted below, a true and correct copy of the foregoing listed below was and mailed and faxed to Stanley K. Hurder, Esq., State of Louisiana Office of Group Benefits, P.O. Box 44036, Baton Rouge, LA 70804; fax (225) 922-2006; and mailed either electronically or by U.S. mail, postage prepaid in accordance with Second Order Establishing Notice Procedure entered December 18, 2007. This 1st day of June, 2009.

GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee

ATTACHMENTS: (1) NOTICE OF MOTION TO COMPROMISE AND SETTLE CAFETERIA PLAN ACCOUNT (2) NOTICE OF MOTION TO COMPROMISE AND SETTLE CAFETERIA PLAN ACCOUNT (3) ORDER ALLOWING COMPROMISE AND SETTLEMENT OF CAFETERIA PLAN ACCOUNT


Document of 7


Case 3:06-bk-05400 Doc 682 Filed 06/17/09 Entered 06/17/09 14:05:50 Desc Main Document Page 1 of 11


IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11 ____________________________________) ) John C. McLemore, Trustee, ) ) Plaintiff, ) ) v. ) Ad. Pro No. 3:09-ap-144 ) ) Criteria Labs, Inc. ) ) Defendant. ) ) THE DEADLINE FOR FILING A TIMELY RESPONSE IS: 07/07/2009 IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE: 07/28/2009, 9:00 A.M., 701 BROADWAY, COURTROOM TWO, NASHVILLE, TN

NOTICE OF MOTION TO COMPROMISE AND SETTLE ADVERSARY PROCEEDING

Garfinkle, McLemore & Walker, counsel to John C. McLemore, Trustee, has moved the Court to compromise and settle the above-referenced adversary proceeding. YOUR RIGHTS MAY BE AFFECTED. If you do not want the Court to grant the attached motion, or if you want the Court to consider your views on the motion, then on or before 07/07/2009, you or your attorney must: 1. File with the Court your response or objection explaining your position. PLEASE NOTE: THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE REQUIRES ELECTRONIC FILING. ANY RESPONSE OR OBJECTION YOU WISH TO FILE MUST BE SUBMITTED ELECTRONICALLY. TO FILE ELECTRONICALLY, YOU OR YOUR ATTORNEY MUST GO TO THE COURT WEBSITE AND FOLLOW THE INSTRUCTIONS AT: https://ecf.tnmb.uscourts.gov.


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If you need assistance with Electronic Filing you may call the Bankruptcy Court at (615) 736-5584. You may also visit the Bankruptcy Court in person at: U.S. Bankruptcy Court, 701 Broadway, 1st Floor, Nashville, Tennessee (Monday – Friday, 8:00 a.m. – 4:00 p.m.). 2. Your response must state that the deadline for filing responses is 07/07/2009, the date of the scheduled hearing is 07/28/2009, and the motion to which you are responding is Motion to Compromise and Settle Adversary Proceeding. 3. You must serve your response or objection by electronic service through the Electronic Filing system described above. You must also mail a copy of your response or objection to: Garfinkle, McLemore & Walker, PLLC 2000 Richard Jones Road, Suite 250 Nashville, TN 37215

John C. McLemore, Trustee P. O. Box 158249 Nashville, TN 37215

United States Trustee 701 Broadway Customs House Suite 318 Nashville, TN 37203

If a timely response is filed before the deadline stated above, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by calling the Clerk’s office at (615) 736-5584 or viewing the case on the Court’s website at www.tnmb.uscourts.gov . If you or your attorney do not take these steps, the Court may decide that you do not oppose the relief sought in the motion and may enter an order granting that relief. This 17th day of June, 2009. /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 Garfinkle, McLemore & Walker, PLLC 2000 Richard Jones Rd., Suite 250 Nashville, TN 37215-8249 Phone: (615) 383-9495 Fax: (615) 292-9848 [email protected] Attorney for Trustee


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IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11 ____________________________________) ) John C. McLemore, Trustee, ) ) Plaintiff, ) ) v. ) Ad. Pro No. 3:09-ap-144 ) ) Criteria Labs, Inc. ) ) Defendant. ) )

MOTION TO COMPROMISE AND SETTLE ADVERSARY PROCEEDING Comes John C. McLemore, Trustee, pursuant to Bankruptcy Rule 9019, and respectfully moves the Court to compromise and settle this adversary proceeding as follows:

1. The Trustee seeks authority to compromise and settle this adversary proceeding against Criteria Labs, Inc. (“CLI”), of Austin, Texas, with payment by CLI in the amount of $9,000.00. The accounting of 1Point Solutions, LLC (“1Point”), shows that $21,763.23 is owed. 2. CLI disputes 1Point’s figure and raised issues that would be decided in litigation with its attendant costs. CLI also provided information to the Trustee regarding its financial condition. After review, it is the Trustee’s business judgment that the settlement is in the best interest of the Estate. 3. CLI will pay the sum of $9,000.00, payable $750.00 monthly, beginning August 1, 2009, for twelve months. Payments will be due and payable on or before the first day of each month thereafter until the amount due is paid in full.


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4. If CLI defaults on the terms set out in ¶3, CLI agrees that the Trustee is entitled to file a notice of judgment of the full amount sought by the Trustee in this adversary proceeding, which is $21,763.23, less any amounts paid by CLI pursuant to the settlement, plus all reasonable attorney’s fees and costs of collection. 5. After receipt of the full settlement amount, the Trustee shall release CLI from any and all claims by 1Point. 6. CLI, shall waive any claim that it or its employees may have in the consolidated bankruptcy case of 1Point Solutions, LLC, and Barry R. Stokes.

WHEREFORE, the Trustee moves that the Court accept the compromise and settlement and enter the proposed order. Respectfully submitted, GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee


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IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11 ____________________________________) ) John C. McLemore, Trustee, ) ) Plaintiff, ) ) v. ) Ad. Pro No. 3:09-ap-144 ) ) Criteria Labs, Inc. ) ) Defendant. ) )

ORDER AUTHORIZING

COMPROMISE AND SETTLEMENT OF ADVERSARY PROCEEDING

This cause came on to be heard upon the Trustee’s Motion to Compromise and Settle Adversary Proceeding; and it appearing to the Court that notice of the motion has been given, and that no objection has been filed, it is therefore

ORDERED that the Trustee compromise and settle the account of Criteria Labs, Inc., for $9,000.00; payable $750.00 monthly, beginning August 1, 2009, for twelve months. Payments will be due and payable on or before the first day of each month thereafter until paid in full; and

PROPOSED


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ORDERED that if Criteria Labs, Inc., defaults on the terms set out above, the Trustee is

entitled to file a notice of judgment of the full amount sought by the Trustee in this adversary proceeding, which is $21,763.23, less any amounts paid by Criteria Labs, Inc., pursuant to the settlement, plus reasonable attorney’s fees and costs of collection; and ORDERED that Criteria Labs, Inc., shall waive any claim that it or its employees may have in the consolidated bankruptcy case of 1Point Solutions, LLC, and Barry R. Stokes; and that upon completion with the terms of this agreement, the Trustee shall release Criteria Labs, Inc., from any and all claims by 1Point Solutions, LLC. It is so ORDERED. Prepared for Entry: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 Garfinkle, McLemore & Walker, PLLC 2000 Richard Jones Rd., Suite 250 Nashville, TN 37215-8249 Phone: (615) 383-9495 Fax: (615) 292-9848 [email protected] Attorney for Trustee

THIS ORDER WAS SIGNED AND ENTERED ELECTRONICALLY AS INDICATED AT THE TOP OF THE FIRST PAGE OF THIS ORDER.


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IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11 ____________________________________ ) ) John C. McLemore, Trustee, ) ) Plaintiff, ) ) v. ) Ad. Pro No. 3:09-ap-144 ) ) Criteria Labs, Inc. ) ) Defendant. ) )

CERTIFICATE OF SERVICE I hereby certify that on the date noted below, a true and correct copy of the foregoing was mailed either electronically or by U.S. mail, postage prepaid in accordance with the Second Order Establishing Notice Procedures entered December 18, 2007; and via U.S. Mail, postage prepaid and e-mail to Mr. Doug Myron ([email protected]) and Ms. Tracy Fuller ([email protected]), Criteria Labs, Inc., 4007 Commercial Center Drive, Austin, Texas 78744. This 17th day of June, 2009. Respectfully submitted, /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 Garfinkle, McLemore & Walker, PLLC 2000 Richard Jones Rd., Suite 250 Nashville, TN 37215-8249 Phone: (615) 383-9495 Fax: (615) 292-9848 [email protected] Attorney for Trustee

Attachments:

1. NOTICE OF MOTION TO COMPROMISE AND SETTLE ADVERSARY PROCEEDING

2. MOTION TO COMPROMISE AND

SETTLE ADVERSARY PROCEEDING

3. PROPOSED ORDER








therefore




further




It is so ORDERED.

Approved for Entry:




Document Page 2 of 2








therefore




further




It is so ORDERED.

Approved for Entry:




Document Page 2 of 2



IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundi n ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11

ORDER ALL OWING COMPROMISE AND SETTLEM ENT OF CAFETERIA PLAN ACCOUNT




therefore




further



Dated: 06/23/09

Case 3:06-bk-05400 Doc 687 Filed 06/25/09 Entered 06/26/09 01:26:55 Desc Imaged Certificate of Service Page 1 of 3

It is so ORDERED.

Approved for Entry:

This order was signed and entered electronically as indicated at the top of the fir st page.


This Order has Been electronically signed. The Judge's signature and Court's seal appear at the top of the first page. United States Bankruptcy Court.


CERTIFICATE OF NOTICEDistrict/off: 0650-3 User: mdh0719 Page 1 of 1 Date Rcvd: Jun 23, 2009Case: 06-05400 Form ID: pdf001 Total Noticed: 1

The following entities were noticed by first class mail on Jun 25, 2009.db +1Point Solutions, LLC, 101 South Main Street, Dickson, TN 37055-1813

The following entities were noticed by electronic transmission.NONE. TOTAL: 0

***** BYPASSED RECIPIENTS *****NONE. TOTAL: 0

Addresses marked ’+’ were corrected by inserting the ZIP or replacing an incorrect ZIP.USPS regulations require that automation-compatible mail display the correct ZIP.

I, Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entities in the manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information and belief.

Meeting of Creditor Notices only (Official Form 9): Pursuant to Fed. R. Bank. P. 2002(a)(1), a notice containing the complete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy contains the redacted SSN as required by the bankruptcy rules and the Judiciary’s privacy policies.

Date: Jun 25, 2009 Signature:


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IN RE: ) ) 1Point Solutions, LLC ) Case No. 06-05400-KL3-11 Barry R. Stokes ) Case No. 06-05898-KL3-11 ) Chapter 11 Debtors. ) Judge Keith M. Lundin ) Administratively Consolidated ) Under Case No. 06-05400-KL3-11 )

NOTICE OF MOTION FOR APPROVAL OF REVISED COMPROMISE AND SETTLEMENT PURSUANT TO BANKRUPTCY RULE 9019

John C. McLemore, Trustee, has asked the Court for the following: approval of a revised agreement of compromise and settlement of his claim against Mid Atlantic Capital Corporation, one of the Defendants in an adversary proceeding styled John C. McLemore, Trustee v. Regions Bank, as Successor in Interest by Merger to AmSouth Bank, and Mid Atlantic Capital Corporation, Adversary Proceeding No. 07-00283, removed to U.S. District Court for the Middle District of Tennessee, Case No. 3:08-0021; and approval of settlements with AIG Financial Advisors, Inc., Spelman and Co., Inc., and SunGard Institutional Brokerage, Inc. YOUR RIGHTS MAY BE AFFECTED. If you do not want the Court to grant the attached motion, or if you want the Court to consider your views on the motion, then on or before 07/28/2009, you or your attorney must:

1. File with the Court your response or objection explaining your position. PLEASE NOTE: THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE REQUIRES ELECTRONIC FILING. ANY RESPONSE OR OBJECTION YOU WISH TO FILE MUST BE SUBMITTED ELECTRONICALLY. TO FILE ELECTRONICALLY, YOU OR YOUR ATTORNEY MUST GO TO THE COURT WEBSITE AND FOLLOW THE INSTRUCTIONS AT: https://ecf.tnmb.uscourts.gov.

If you need assistance with Electronic Filing, you may call the Bankruptcy Court at (615)

736-5584. You may also visit the Bankruptcy Court in person at: U.S. Bankruptcy Court, 701 Broadway, 1st Floor, Nashville, Tennessee (Monday – Friday, 8:00 a.m. – 4:00 p.m.).

THE DEADLINE FOR FILING A TIMELY RESPONSE IS: 07/28/2009 IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE: 08/18/2009, 9:00 A.M., COURTROOM 2, SECOND FLOOR CUSTOMS HOUSE, 701 BROADWAY, NASHVILLE, TENNESSEE, 37203.


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2. Your response must state that the deadline for filing responses is 07/28/2009, the date of the scheduled hearing is 08/18/2009, and the motion to which you are responding is Motion for Approval of Revised Compromise and Settlement Pursuant to Bankruptcy Rule 9019.

3. You must serve your response or objection by electronic service through the

Electronic Filing system described above. You must also mail a copy of your response or objection to: John C. McLemore, Trustee United States Trustee P. O. Box 158249 701 Broadway, Customs House Suite 318 Nashville, TN 37215-8249 Nashville, TN 37203 If a timely response is filed before the deadline stated above, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by calling the Clerk’s office at (615) 736-5584 or viewing the case on the Court’s website at www.tnmb.uscourts.gov . If you or your attorney do not take these steps, the Court may decide that you do not oppose the relief sought in the motion and may enter an order granting that relief. This 8th day of July, 2009. Respectfully submitted, GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee


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MOTION FOR APPROVAL OF REVISED COMPROMISE AND SETTLEMENT

PURSUANT TO BANKRUPTCY RULE 9019 John C. McLemore, the duly appointed and acting Trustee for the above Debtors in this

consolidated case (the “Trustee”), files this motion seeking approval of a compromise and

settlement of his claim against Mid Atlantic Capital Corporation, one of the Defendants in an

adversary proceeding styled John C. McLemore, Trustee v. Regions Bank, as Successor in

Interest by Merger to AmSouth Bank, and Mid Atlantic Capital Corporation, Adversary

Proceeding No. 07-00283, removed to U.S. District Court for the Middle District of Tennessee,

Case No. 3:08-0021 (the “Lawsuit”); and approval of settlements with AIG Financial Advisors,

Inc. (see Fn. 1 to Exhibit A hereto regarding name change to SagePoint Financial, Inc.), Spelman

and Co., Inc., and SunGard Institutional Brokerage, Inc. As set out in more detail in ¶ 10 below,

this motion involves a revised settlement among the parties. In support of this motion, the

Trustee would show the Court as follows.

1. The Lawsuit was filed on August 20, 2007. It alleged that Mid Atlantic Capital

Corporation (“MACC”) and Regions Bank (“Regions”) violated the provisions of the

Employee Income Retirement Security Act of 1974 as Amended (“ERISA”), and raised a

number of State law claims against those Defendants.


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2. MACC is a broker/dealer. Certain new customers of 1Point Solutions, LLC

(“1Point”) which had existing plans were instructed by 1Point to liquidate those plans

and send them to an account in the name of 1Point at MACC. Most customers were then

instructed by 1Point to send their regular monthly contributions to an account at Regions

in the name of 1Point. Barry Stokes and 1Point then converted the money to their own

uses, and this resulted in large losses to 401(k) Plans. Approximately fifty (50) 401(k)

Plans were harmed by 1Point.

3. The Lawsuit alleges that MACC and Regions violated their duties under ERISA,

and their common law duties to the customers of 1Point. The Complaint alleges that the

Bankruptcy Trustee in his capacity as successor to 1Point is a fiduciary within the

meaning of ERISA, and thus was permitted to file that Lawsuit.

4. The Lawsuit was removed to the United States District Court for the Middle

District of Tennessee, Case No. 3:08-0021. MACC and Regions filed motions to

dismiss. The Trustee responded, as well as the Department of Labor in support of the

Trustee on certain issues. On September 9, 2008, the District Court issued its decision.

The Court held that the Trustee was a fiduciary within the meaning of ERISA and was

thus permitted to bring certain claims. The Court also held that the Trustee was not

subject to the doctrine of in pari delicto, which was a defense raised by MACC and

Regions. The Court, however, held that neither MACC nor Regions was a fiduciary

within the meaning of ERISA and struck the Trustee’s ERISA claims. The Court also

struck all claims which it determined were precluded by ERISA. The claim remaining

after the Court’s ruling was the Trustee’s negligence claim against MACC and Regions.


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5. The Trustee takes issue with the Court’s decision that neither MACC nor Regions

is a fiduciary. It is not, however, a matter subject to an interlocutory appeal. In order to

raise this issue on appeal, it would be necessary to have a trial and raise the issue in the

context of an appeal from the decision of the District Court. The best result of the

Trustee in such a case would be a new trial, which would then be subject to a new appeal.

The Trustee has evaluated this potential approach to the matter and believes that it would

take a significant amount of time and money, with uncertain results.

6. Of the fifty (50) 401(k) Plans damaged by 1Point, nineteen (19) hired private

counsel to represent them in litigation against MACC and Regions. These 19 Plaintiff

Plans also filed suit against AIG Financial Advisors, Inc., and Spelman and Company,

Inc. (“AIGFA”). Those suits were based on the theory that Barry Stokes was an agent of

AIGFA, and were filed under various securities laws. For legal reasons that relate to a

bankruptcy trustee, the Trustee did not believe he had a viable action against AIGFA and

did not file suit against AIGFA.

7. The 19 Plaintiff Plans also filed suit against MACC, SIBI, and subsequently

Regions, generally along the same lines as the Trustee’s suit. The Trustee and counsel

for the 19 Plaintiff Plans have cooperated with one another throughout this process.

AIGFA, MACC and SIBI all filed motions to dismiss. The motion to dismiss filed by

AIGFA was resolved by order of the District Court in June 2008, in favor of the Plaintiff

Plans. On September 9, 2008, the District Court decided on the motions to dismiss filed

by MACC and SIBI against the 19 Plaintiff Plans in a ruling similar to the Trustee’s

case. The Court held that the 19 Plaintiff Plans were fiduciaries, that MACC and SIBI


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were not fiduciaries, struck the ERISA claims and the claims which were preempted by

ERISA, and left those 19 Plaintiff Plans with a negligence case like the Trustee’s.

8. In an effort to resolve the lawsuits, cutting considerable expense and time, the

parties to the lawsuits engaged in mediation with a Magistrate Judge on the federal bench

in the Middle District of Tennessee. The mediation was successful with respect to

AIGFA and MACC, and ultimately as to SIBI as described below. The Trustee and the

19 Plaintiff Plans accepted the settlement offer of AIGFA and MACC subject to the

Trustee’s obligation to seek Bankruptcy Court approval of the compromise and

settlement pursuant to Bankruptcy Rule 9019.

9. Pursuant to the settlement, AIGFA will pay the 19 Plaintiff Plans $5,197,500.00,

which is approximately 51.2% of the amount those plans lost. MACC will pay the 19

Plaintiff Plans $1,302,000.00, which is approximately 18% of the amount those plans

deposited at MACC. The Plaintiff Plans’ claims in the Bankruptcy Estate will be reduced

by the amounts received by them from AIGFA and MACC. In addition, MACC will pay

the Trustee $250,000.00, which is approximately 19% of the amounts deposited at

MACC by the Plans represented by the Trustee. The 19 Plaintiff Plans will not share in

the proceeds of this $250,000.00.

Of the Plans represented by the Trustee, only the Plans shown on Exhibit E of the

Settlement Agreement and Release had funds deposited at MACC. The Trustee has

consulted with the Department of Labor. Based on the consultation, the Trustee intends

to propose in his plan of liquidation in this Chapter 11 bankruptcy that the MACC

settlement funds paid to the Trustee are to be distributed solely to those six Plans that had


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funds deposited at MACC. All plans, however, will benefit from the reduction in the

claims against the Estate of the plans receiving these settlement funds.

Notwithstanding the payments AIGFA and MACC will make pursuant to the

settlement, AIGFA and MACC at all times denied responsibility and continue to deny

responsibility for any losses and contend that they are not liable to the 19 Plaintiff Plans,

other retirement plans, the Trustee or any other individuals or entities for any losses

arising from or related to the actions of Stokes or 1Point.

10. The Settlement Agreement and Release is attached hereto as Exhibit A. The

Trustee had previously sought approval of a settlement among the same parties by notice

and motion filed December 29, 2008 (Docket No. 599). There was an issue about an

injunctive bar in that agreement that broadly precluded any future claims against AIGFA

and MACC. In this revised agreement, that injunctive bar has been removed. The

amounts of the settlement have not changed. The Plaintiff Plans are releasing AIGFA

and MACC. The six Non-Litigant Plans that had money deposited at MACC (Settlement

Agreement and Release, Ex. E) are releasing MACC, but not AIGFA. The Bankruptcy

Trustee, on behalf of himself and the Stokes/1Point Estates, is releasing AIGFA and

MACC. The Bankruptcy Trustee is also releasing MACC in his capacity as fiduciary for

the Bankruptcy Trustee-Represented Plans and their successor(s). The Bankruptcy

Trustee is not releasing claims, if any, that other fiduciaries have or may have.

11. The Trustee believes that this settlement is in the best interest of the creditors and

the Estate. The Trustee’s legal positions in the Lawsuit were limited by the District

Court’s ruling on the Motion to Dismiss. As noted, the Trustee could seek reversal of


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this opinion upon appeal, but the Trustee believes that under the circumstances, the delay,

the cost and the possibility of loss are important factors.

12. No settlement has been reached with Regions. Regions has not made a

meaningful offer to settle. The Trustee’s Lawsuit and the 19 401(k) Plaintiff Plans’

lawsuit against Regions have been consolidated into one case. The Trustee continues to

represent the 401(k) Plans who are not among the 19 Plaintiff Plans and the Trustee

represents all damaged Cafeteria Plan participants in the Lawsuit against Regions. All of

the Cafeteria Plan money was deposited at Regions, and none was deposited at MACC.

401(k) money of some, but not all, plans was deposited at both MACC and Regions.

13. In addition to the settlement with AIGFA and MACC, the 19 Plaintiff Plans and

the Trustee have each reached a settlement with SunGard Institutional Brokerage, Inc.

(“SIBI”). SIBI was made a defendant in some of the actions filed by the 19 Plaintiff

401(k) Plans. The Trustee did not believe he had a viable action against SIBI and did not

file suit against SIBI. In a separate settlement agreement, SIBI has agreed to pay the 19

Plaintiff Plans $950,000.00. This will further benefit them and accordingly reduce their

401(k) claims in the Bankruptcy Estate. Like the AIGFA and MACC settlement, the

SIBI settlement is contingent upon a final nonappealable order arising out of this Motion

to Compromise and Settle. In the SIBI settlement, the Bankruptcy Trustee is releasing all

possible claims he has or may have against SIBI arising out or related to the

Stokes/1Point Bankruptcies. The Trustee’s Settlement Agreement and Release of Claims

with SIBI is Exhibit B. The release language is in Paragraph 8. SIBI paid the Trustee

$5,000.00 toward the cost of the first Notice and Motion for Approval of Compromise

and Settlement Pursuant to Bankruptcy Rule 9019.


9

Notwithstanding the payments SIBI will make pursuant to the settlement, SIBI at

all times denied responsibility and continues to deny responsibility for any losses and

contends that it is not liable to the 19 Plaintiff Plans, other retirement plans, the Trustee

or any other individuals or entities for any losses arising from or related to the actions of

Stokes or 1Point.

14. On balance, the Trustee believes that the settlements are in the best interest of

creditors because it brings certain money into the Estate from MACC while lowering the

future cost of litigation that would be lengthy and uncertain. In addition, the recoveries

by the 19 Plaintiff Plans are of great benefit to them and significantly reduce the claims

of 401(k) Plans in the Bankruptcy Estate.

WHEREFORE, the Trustee respectfully moves the Court pursuant to Bankruptcy Rule

9019 for authority to compromise and settle the Lawsuit as to MACC, and to compromise and

settle with AIGFA and SIBI; all pursuant to the terms and conditions set forth in the Settlement

Agreement and Release attached hereto as Exhibit A and the Settlement Agreement and Release

of Claims attached hereto as Exhibit B.

The Trustee seeks such other and further relief as may be proper.

Respectfully submitted, GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee


10



ORDER This cause came on to be heard upon the motion of John C. McLemore, Trustee, pursuant

to Bankruptcy Rule 9019 seeking authority to compromise and settle with Mid Atlantic Capital

Corporation in a Lawsuit styled John C. McLemore, Trustee v. Regions Bank, as Successor in


Proceeding No. 07-00283, removed and currently pending in the District Court for the Middle

District of Tennessee, Case No. 3:08-0021, for the payment of $250,000.00 by Mid Atlantic

Capital Corporation; and to compromise and settle with AIG Financial Advisors, Inc., and

Spelman and Company, Inc., (“collectively “AIGFA”); and with SunGard Institutional

Brokerage, Inc. (“SIBI”); all pursuant to the terms of the agreements attached as Exhibit A and

Exhibit B to the Trustee’s Motion for Approval of Compromise and Settlement Pursuant to


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Bankruptcy Rule 9019; that notice has been duly given to all persons known to the Trustee to be

affected by the Settlement, no objections having been filed, and that the settlements are of

benefit to the Bankruptcy Estate, it is hereby

ORDERED that Trustee is authorized and directed to compromise and settle the Lawsuit

as to Mid Atlantic Capital Corporation and to settle with AIGFA upon the terms and conditions

set forth in the Settlement Agreement and Release attached as Exhibit A to the Motion; and to

settle with SIBI upon the terms and conditions set forth in the Settlement Agreement and Release

of Claims attached as Exhibit B to the Motion.

SO ORDERED.

Approved for Entry GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee



12



CERTIFICATE OF SERVICE

I hereby certify that on the date noted below, a true and correct copy of the foregoing listed below was mailed either electronically or by U.S. mail, postage prepaid in accordance with the Second Order Establishing Notice Procedures entered December 18, 2007, and to all 401(k) plans listed on the additional mailing matrix attached to the original of this pleading on file with clerk of the court.

This 8th day of July, 2009. GARFINKLE, MCLEMORE & WALKER, PLLC By: /s/ Robert M. Garfinkle Robert M. Garfinkle, Tn. Bar No. 5354 [email protected] 2000 Richard Jones Road, Suite 250 Nashville, TN 37215-8249 Voice: (615) 383-9495 Fax: (615) 292-9848 Attorneys for the Trustee

ATTACHMENTS: (1) NOTICE OF MOTION FOR APPROVAL OF REVISED COMPROMISE AND SETTLEMENT PURSUANT TO BANKRUPTCY RULE 9019 (2) MOTION FOR APPROVAL OF REVISED COMPROMISE AND SETTLEMENT PURSUANT TO BANKRUPTCY RULE 9019 (3) EXHIBIT A AND EXHIBIT B TO MOTION (4) PROPOSED ORDER


SETTLEMENT AGREEMENT AND RELEASE This thirty-one (31) page (including exhibits A through D) settlement agreement and release (“Agreement” or “Settlement Agreement”) is entered into by and among the entities, retirement plans, trustees and individuals set forth on Exhibit A (collectively, “Plaintiffs”), SagePoint Financial, Inc., formerly known as AIG Financial Advisors, Inc., and Spelman & Company, Inc. (collectively “AIGFA”),1 Mid Atlantic Capital Corporation (“MACC”), John C. McLemore, Bankruptcy Trustee (“Bankruptcy Trustee”), and the retirement plans and trustees set forth on Exhibit E (the “Non-Litigant Plans”) (collectively or in any combination thereof, these individuals and entities are referred to herein as “Party” or “the Parties”).

WHEREAS, the following lawsuits have been filed related to, arising out of or associated with the actions of Barry Stokes (“Stokes”), and 1Point Solutions, LLC and 1Point Administrative Services, LLC (collectively, “1Point”):

1. Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division;

2. As You Sow, et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division;

3. Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division;

4. Colbert & Winstead, PC 401(k) Plan, et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division;

5. EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division;

6. John McLemore, Trustee v. Regions Bank and Mid Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division; and

7. Heritage Equity Group 401(k) Savings Plan et al. v. Mid Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division;

1 In December 2008, AIG Financial Advisors, Inc. amended its Certificate of Incorporation to change its name to “SagePoint Financial, Inc.” Accordingly, any and all reference to or definition herein that includes “AIG Financial Advisors, Inc.” or “AIGFA” includes, but is not limited to, SagePoint Financial, Inc. (“SagePoint”). “SagePoint” means the aforementioned entities (“AIG Financial Advisors, Inc.” or “AIGFA”) and also includes any related entities including, but not limited to, their past, present and future officers, directors, employees, agents, insurers, representatives, attorneys, and stockholders; their past, present and future direct and indirect parents, subsidiaries (whether or not wholly-owned, affiliates, divisions, predecessors, successors and assigns; and the past, present and future officers, directors, employees, agents, insurer, representatives, attorneys, stockholders and members thereof); and any and all other related individuals and entities, jointly and individually.

EX. ACase 3:06-bk-05400 Doc 690-1 Filed 07/08/09 Entered 07/08/09 15:56:05 Desc

Exhibit A Page 1 of 31

2

8. Heritage Equity Group 401(k) Savings Plan, et al. v. Crosslin Supply Co., Inc. Profit Sharing/Savings Plan, et al., 3:07-cv-01001; and

9. EFS, Inc., et al. v. Regions Bank, 3:08-cv-01003.

(collectively, these nine (9) cases are referred to as “the Litigation”);

WHEREAS, Plaintiffs allege in connection with the Litigation that AIGFA and/or MACC bear responsibility for losses suffered by Plaintiffs and other retirement plans arising from or related to the actions of Stokes or 1Point;

WHEREAS, the Bankruptcy Trustee alleges in connection with the Litigation that MACC bears responsibility for losses suffered by Plaintiffs and the Non-Litigant Plans arising from or related to the actions of Stokes or 1Point;

WHEREAS, AIGFA and MACC deny any responsibility for such losses and contend that they are not liable to Plaintiffs, the other retirement plans, the Bankruptcy Trustee or any other individuals or entities for any losses arising from or related to the actions of Stokes or 1Point;

WHEREAS, the Bankruptcy Trustee brought the action at 3:07-CV-00841 against MACC in his capacity as a fiduciary of Plaintiffs and of the 401(k) Plans identified on Exhibit D hereto (collectively, the “Bankruptcy Trustee-Represented Plans”); and

WHEREAS, as set forth below the Parties to this Agreement desire to settle and compromise all claims, demands and causes of action, known or unknown, that any Party ever had, now has or may have in the future against any other Party relating to, arising out of or associated with the Litigation and any actions of Stokes or 1Point.

NOW THEREFORE, in consideration of and reliance upon the promises and covenants contained herein, the Parties agree as follows:

1. This Agreement is contingent upon the United States Bankruptcy Court for the Middle District of Tennessee issuing a final, nonappealable order approving the settlement set forth in this Agreement (“the Final Nonappealable Order”). The Final Nonappealable Order shall preclude: (a) any claims against AIGFA by the Bankruptcy Trustee, on behalf of himself and the Stokes/1Point estates; and (b) any claims against MACC by or with respect to the bankruptcy estates of Stokes and 1Point and by the Bankruptcy Trustee, individually, as Trustee, and as fiduciary for the Bankruptcy Trustee-Represented Plans and their successor(s). The Bankruptcy Trustee shall take all steps necessary to obtain the Final Nonappealable Order, including, but not limited to, filing an appropriate motion, providing appropriate notice, and appearing at any related hearings, including any hearing related to any objections to the settlement. If the Final Nonappealable Order is not issued, this Agreement shall be null and void in its entirety, and no Party shall have any rights or obligations pursuant to this Agreement.

2. Plaintiffs shall use reasonable best efforts to procure the releases of the participants in the Plaintiff plans identified on Exhibit A who suffered losses as a result of the actions of Stokes and/or 1Point in the form attached as Exhibit B hereto by no later than April 30, 2009. If any participant fails to execute such a release, the portion of settlement funds



3

allocated to that participant shall not be distributed to that participant but shall be held in escrow. Each of the Plaintiff plans and plan sponsors identified on Exhibit A agrees and acknowledges that it shall defend, indemnify and hold AIGFA and MACC and their respective present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors harmless from and against any and all losses, liabilities, damages, costs and expenses relating to, arising out of or associated with any claims, actions, causes of action, demands or suits already made or brought or that may be made or brought in the future by any participant in such plan who does not execute a release in the form provided in Exhibit B relating to, arising out of or associated with the Litigation or the actions of Stokes and/or 1Point.

3. In consideration of and reliance upon the promises and covenants contained herein, Plaintiffs and the Bankruptcy Trustee, respectively, have dismissed without prejudice their claims against MACC in Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division, and John McLemore, Trustee v. Regions Bank and Mid-Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division. The Parties, other than the Non-Litigant Plans, shall take any additional steps necessary, if any, to convert such dismissals into dismissals with prejudice twenty (20) days after approval of the Final Nonappealable Order.

4. Fifteen (15) days after the issuance of the Final Nonappealable Order, AIGFA shall pay one lump sum payment of Five Million One Hundred Ninety Seven Thousand Five Hundred and no/100 ($5,197,500.00) Dollars to the Plaintiffs (“the AIGFA Payment”), paid by check made payable to “Falls & Veach Trust Account.” Unless previously dismissed with prejudice, Plaintiffs shall dismiss with prejudice all claims against AIGFA within five (5) days after receipt of the AIGFA Payment.

5. Fifteen (15) days after the issuance of the Final Nonappealable Order, MACC shall pay one lump sum payment of One Million Three Hundred Two Thousand and no/100 ($1,302,000.00) Dollars to the Plaintiffs, paid by check made payable to “Falls & Veach Trust Account.”

6. Fifteen (15) days after the issuance of the Final Nonappealable Order, MACC shall pay one lump sum payment of Two Hundred Fifty Thousand and no/100 ($250,000.00) Dollars to the Bankruptcy Trustee for disposition to the Non-Litigant Plans in accordance with a plan of liquidation proposed by the Trustee based on further consultation with the Department of Labor and subject to further order of the United States Bankruptcy Court for the Middle District of Tennessee (the payment in paragraph 6 and the payment in this paragraph 7 are referred to collectively as the “MACC Payments”). Unless directed to the contrary by the United States Bankruptcy Court for the Middle District of Tennessee or an agency or department of the federal government, no portion of the payment described in this paragraph 6 shall be distributed to any Bankruptcy Trustee-Represented Plan or the successor(s) of any such plan that brings legal action against MACC, whether in its own name or by a representative purportedly acting on the plan’s behalf. MACC shall advise the Bankruptcy Trustee in a timely manner of any such legal action.



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7. The Plaintiffs shall not assert any claim to the money being paid to the Bankruptcy Trustee pursuant to this Agreement; and the Bankruptcy Trustee shall not assert any claim to the money being paid to the Plaintiffs pursuant to this Agreement.

8. The Plaintiffs, for and in consideration of the AIGFA Payment, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all actions, causes of action, suits, claims, rights, demands, damages, debts, interest, fees, obligations, judgments, attorneys fees, costs, profits, expenses and/or compensation (collectively, “Claims”) whatsoever, in law or in equity, known or unknown, that the Plaintiffs ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

9. The Plaintiffs, for and in consideration of the MACC Payments, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Plaintiffs ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

10. AIGFA and MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of Plaintiffs and the Bankruptcy Trustee set forth herein, on behalf of themselves and their present and former respective predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, each acknowledge full accord and satisfaction, and waive, release, remise, acquit and forever discharge the Plaintiffs from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA or MACC ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

11. AIGFA, for and in consideration of the execution of this Agreement and the corresponding obligations of MACC set forth herein, on behalf of itself and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point. Unless previously dismissed with prejudice, AIGFA shall dismiss with prejudice its third-party claims against MACC in Colbert & Winstead, PC 401(k) Plan, et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division within five (5) days from the date on which MACC provides notice to AIGFA that it has made the MACC Payments. The following cases have been dismissed without prejudice sua sponte: Beck/Arnley Worldparts Corp. v. AIG Financial



5

Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division and EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division. Consistent with the releases contained in this Agreement, which are effective on the date of the Final Nonappealable Order, AIGFA’s third-party claims against MACC in those actions are released in their entirety and the parties agree that the dismissals shall be treated as dismissals with prejudice, with AIGFA forever barred from refilling such claims against MACC.

12. MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of AIGFA set forth herein, on behalf of itself and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that MACC ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

13. Except to the extent provided in the final sentence of this paragraph, AIGFA and MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of the Bankruptcy Trustee set forth herein, on behalf of themselves and their present and former respective predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledge full accord and satisfaction, and waive, release, remise, acquit and forever discharge the Bankruptcy Trustee and his predecessors, successors, assigns and agents from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA or MACC ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point. Except with respect to Claims referenced in the final sentence of this paragraph, AIGFA and MACC shall not file any claims as a creditor or otherwise against the bankruptcy estates of Stokes and 1Point (collectively, the “Stokes/1Point Estates”). Notwithstanding anything else in this Agreement, AIGFA and MACC do not waive, release, remise, acquit or discharge any Claims against the Stokes/1Point Estates that arise from or relate to Claims made against AIGFA and/or MACC by third parties if those Claims in turn arise from or relate to Claims made against those third parties by the Bankruptcy Trustee; however, the sole remedy available to AIGFA and MACC for any such unreleased Claim under this paragraph shall be to file a claim against the Stokes/1Point Estates.

14. The Bankruptcy Trustee, for and in consideration of the AIGFA Payment and the releases contained in paragraph 13, on behalf of himself and the Stokes/1Point Estates, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Bankruptcy Trustee or the Stokes/1Point Estates ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.



6

15. The Bankruptcy Trustee, for and in consideration of the MACC Payments and the releases contained in paragraph 13, on behalf of himself, the Stokes/1Point Estates and in his capacity as fiduciary of the Bankruptcy Trustee-Represented Plans and any successor(s) thereto, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Bankruptcy Trustee, the Bankruptcy Trustee in his capacity as fiduciary of the Bankruptcy Trustee-Represented Plans (or any successor(s) thereto), or the Stokes/1Point Estates ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

16. The Non-Litigant Plans, for and in consideration of the MACC Payments, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Non-Litigant Plans ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

17. MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of the Non-Litigant Plans set forth herein, which will constitute full accord and satisfaction, does waive, release, remise, acquit and forever discharge the Non-Litigant Plans who execute this Agreement and their present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that MACC ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

18. Exhibit C hereto contains additional terms that apply only as among Plaintiffs, AIGFA and MACC. The provisions of Exhibit C have been kept confidential by and among Plaintiffs, AIGFA and MACC and do not apply to or impact the rights or obligations of the Bankruptcy Trustee and the Non-Litigant Plans. The provisions of Exhibit C are an integral part of this Settlement Agreement as among Plaintiffs, AIGFA and MACC and Plaintiffs acknowledge that AIGFA and MACC would not have entered into this Agreement without the provisions set forth in Exhibit C. The provisions of Exhibit C apply as among Plaintiffs, AIGFA and MACC to the same extent as if those provisions were fully set forth here as paragraphs 18.a. through 18.d. The Parties shall keep the provisions of Exhibit C confidential and shall not disclose such provisions except: (1) to their respective attorneys, auditors and regulators; or (2) as required by law. If any other party seeks access to the provisions of Exhibit C, the Party from whom access is sought shall provide prompt notice to the other Parties.

19. The Parties agree and acknowledge that, in entering into this Agreement, none of them received nor relied upon any statements, representations or promises made by any other Party or any Party’s directors, officers, employees, agents, attorneys or representatives, other than those representations and promises that are expressly set forth in this Agreement.



7

20. The Parties agree and acknowledge that they had an opportunity to review this Agreement with legal counsel if they so chose regarding the Agreement’s meaning, the obligations imposed by the Agreement and the legal implications and effect of this Agreement, as well as the advisability of entering into this Agreement.

21. Each Party to this Agreement hereby represents and warrants that it has the full right, power, authority and capacity to enter into this Agreement, including without limitation the full right, power, authority and capacity to provide the releases contained in paragraphs eight (8) through seventeen (17) of this Agreement. The Bankruptcy Court’s approval of this Settlement Agreement shall constitute approval of the Bankruptcy Trustee’s right, power and authority to enter into and carry out the terms of this Agreement.

22. Each Party to this Agreement acknowledges that it is executing this Agreement and compromising all claims voluntarily and of its own free will, without any coercion or duress and that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.

23. Notwithstanding anything contained herein or contained in the order approving the terms of this Agreement, including any release, res judicata, collateral estoppel, or claim preclusion effect this Agreement may have, no Party shall be deemed to have released, waived or compromised any claim it may have against another Party except as expressly set forth in paragraphs 8-17.

24. The Parties agree and acknowledge that this Agreement is the compromise of disputed claims, and nothing herein shall be construed as an admission of liability or an admission as to any alleged facts relating to, arising out of, or associated with the Litigation or the actions of Stokes and/or 1Point. Each Party to this Agreement denies any liability to any other Party.

25. The Parties agree and acknowledge that each of the mutual promises contained in this Agreement is dependent on the other reciprocal promises in the Agreement. If any part of this Agreement is found to be invalid or unenforceable, or if any action taken by a government agency prevents any Party from realizing the benefit of the mutual promises contained herein, the entire Agreement shall become invalid and unenforceable and the Parties shall return or remit any consideration already provided under the Agreement.

26. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns.

27. The Parties agree and acknowledge that they had the opportunity, through legal counsel if they so chose, to participate in the negotiation of the terms of the Agreement and drafting the language incorporating those terms into the Agreement. In the event that an ambiguity, or question of intent, construction or interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of their role or participation in negotiating the terms of this Agreement or drafting any of the provisions of this Agreement.



8

28. This Agreement may be executed in counterparts and each such fully executed counterpart shall constitute an original, all of which together shall constitute one and the same written agreement, and be binding and effective as to all Parties. A facsimile or scanned signature shall be deemed an original signature.

29. This Agreement is made and entered into in the State of Tennessee and will be governed by the substantive laws of the State of Tennessee without regard to choice or conflicts of law principles. Any action to enforce this Agreement may only be filed in the Chancery Court of Davidson County, Tennessee or the United States District Court, Middle District of Tennessee, Nashville Division.

30. This Agreement contains the entire agreement and understanding between the Parties pertaining to the subject matter herein and supersedes any and all prior and/or contemporaneous oral or written agreements and understandings, if any, of the Parties in connection therewith. No change, alteration, modification, termination or amendment of this Agreement shall be effective or binding unless set forth in a written instrument signed by all the Parties.

[Signature page follows separately on next page]



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______________________________________________________________________________ Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division

Abcow Services, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Abcow Staffing 401(k) Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

J. Michaels Clothiers, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



10

J. Michaels Clothiers, Inc. Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

The Bay Institute of San Francisco

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Bay Institute of San Francisco Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Grant Davis, Trustee

Dated: __________________________________



11

________________________________________ Robert Erickson, Trustee

Dated: __________________________________

________________________________________ Julia Price, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Summit Terminaling Services, LLC

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________ Summit Terminaling Services, 401(k) Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



12

______________________________________________________________________________ As You Sow et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division

As You Sow

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

As You Sow 401(k) Retirement Savings Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Tom Van Dyke, Trustee Dated: __________________________________

________________________________________ Sloan Morgan, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

________________________________________ Deborah Neidermeyer, Trustee for the Deborah Neidermeyer Individual 401(k) Dated: __________________________________



13

---------------------------------------------------------------------------------------------------------------------

________________________________________ Brian Allen, Trustee for the Brian Allen Photo Individual 401(k) Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Herbert E. Pounds, Jr., PC

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Herbert E. Pounds, Jr., 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

RCSim, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



14

RCSim, Inc. 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Robert C. Rossow Dated: __________________________________

________________________________________

Edgar C. Phillips

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

________________________________________

James Edward Simpson

Dated: __________________________________

______________________________________________________________________________ Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division

Beck/Arnley Worldparts Corp.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



15

Beck/Arnley 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

______________________________________________________________________________ Colbert & Winstead, PC 401(k) Plan et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division

Colbert & Winstead, PC 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________

Richard L. Colbert, Trustee

Dated: __________________________________

________________________________________

Kurtis J. Winstead, Trustee

Dated: __________________________________



16

______________________________________________________________________________ EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division

EFS, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

EFS, Inc. 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Michael Egan, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Grassworx SE, LLC By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



17

Grassworx SE, LLC 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Michael Egan, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Mastrapasqua Asset Management, Inc. By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Frank Mastrapasqua, Trustee Dated: __________________________________



18

________________________________________ Mauro Mastrapasqua, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Gonzales County Hospital District By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Gonzales County Hospital District 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Tim Markman, Trustee Dated: __________________________________

________________________________________ Greg Peterek, Trustee Dated: __________________________________

________________________________________

John Fritz, Trustee

Dated: __________________________________



19

________________________________________ Lisa Gindler, Trustee Dated: __________________________________

________________________________________ Barbara Korinacek, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

The Hamilton-Ryker Group, LLC By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Hamilton-Ryker Group, LLC 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Wayne McCreight, Trustee Dated: __________________________________

________________________________________ Crawford Gallimore, Trustee Dated: __________________________________



20

---------------------------------------------------------------------------------------------------------------------

The Independent Press Association By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Independent Press Association 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Richard Landry, Trustee Dated: __________________________________

________________________________________ Bonnie Walsh, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Tuned In Broadcasting, Inc. By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



21

Tuned In Broadcasting, Inc. 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Lester Turner, Jr., Trustee Dated: __________________________________

______________________________________________________________________________ Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division

Heritage Equity Group 401(k) Savings Plan (formerly known as the Beck/Arnley 401(k) Savings Plan) (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Heritage Equity Group

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



22

________________________________________ Max Dull, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

EFS, Inc., Sponsor EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Mastrapasqua Asset Management, Inc., Sponsor Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC, 401(k) Plan (on behalf of itself and its participants) Wayne McCreight, Trustee Crawford Gallimor, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Colbert & Winstead, PC Colbert & Winstead, PC, The 401 (k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Deborah Niedermeyer, Trustee for the Deborah Niedermeyer Individual 401(k) (signed above under EFS, Inc. 3:07-00704)



23

---------------------------------------------------------------------------------------------------------------------

Brian K. Allen, Trustee for the Brian Allen Photo Individual 401(k) (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Abcow Services, Inc. (signed above under EFS, Inc. 3:07-00704)

______________________________________________________________________________ John McLemore, Trustee v. Regions Bank and Mid-Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division

________________________________________ John McLemore Dated: __________________________________

====================================================================

Mid Atlantic Capital Corporation

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

SagePoint Financial, Inc., formerly known as AIG Financial Advisors, Inc. (individually and as assignee of Spelman & Co., Inc.) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



24

====================================================================

Angela Cotton, BCO & Associates, Inc.401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

Grist Magazine, Inc. 401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

Salem Nurse-Midwives, Inc. Safe Solo 401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

Tatham & Associates, Inc. 401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



25

====================================================================

VIDA Health Communications, Inc. 401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

Atlanta Engineering Services, Inc. 401(k) Plan

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________



26

EXHIBIT A

Case Plaintiff(s)

Abcow Services, Inc., Abcow Staffing 401(k) Retirement Plan (on behalf of itself and its participants) J. Michaels Clothiers, Inc. J. Michaels Clothiers, Inc. Retirement Plan (on behalf of itself and its participants) The Bay Institute of San Francisco The Bay Institute of San Francisco Retirement Plan (on behalf of itself and its participants) Grant Davis, Trustee Robert Erickson, Trustee Julia Price, Trustee

Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division

Summit Terminaling Services, LLC Summit Terminaling Services, LLC Retirement Plan (on behalf of itself and its participants)

As You Sow As You Sow 401(k) Retirement Savings Plan (on behalf of itself and its participants) Tom Van Dyke, Trustee Sloan Morgan, Trustee Deborah Neidermeyer Trustee for the Deborah Neidermeyer Individual 401(k), Trustee Brian Allen Trustee for the Brian Allen Photo Individual 401(k), Trustee Herbert E. Pounds, Jr., PC Herbert E. Pounds, Jr., 401(k) Plan (on behalf of itself and its participants) RCSim, Inc. RCSim, Inc. 401(k) Plan (on behalf of itself and its participants) Robert C. Rossow, Trustee Edgar C. Phillips, Trustee

As You Sow et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division




27

Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division

Beck/Arnley Worldparts Corp. Beck/Arnley 401(k) Plan (on behalf of itself and its participants)

Colbert & Winstead, PC 401(k) Plan et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division

Colbert & Winstead, PC 401(k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee

EFS, Inc. EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Grassworx SE, LLC Grassworx SE, LLC 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Mastrapasqua Asset Management, Inc. Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee Gonzales County Hospital District Gonzales County Hospital District 401(k) Plan (on behalf of itself and its participants) Tim Markman, Trustee Greg Peterek, Trustee John Fritz, Trustee Lisa Gindler, Trustee Barbara Korinacek, Trustee The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC 401(k) Plan (on behalf of itself and its participants) Wayne McCreight, Trustee Crawford Gallimore, Trustee

EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division

The Independent Press Association The Independent Press Association 401(k) Plan (on behalf of itself and its participants) Richard Landry, Trustee Bonnie Walsh, Trustee



28

Tuned In Broadcasting, Inc. Tuned In Broadcasting, Inc. 401(k) Plan (on behalf of itself and its participants) Lester Turner, Jr., Trustee

Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division

Heritage Equity Group, Sponsor (inadvertently not named in complaint, but Plaintiff for purposes of this Agreement) Heritage Equity Group 401(k) Savings Plan (on behalf of itself and its participants) Max Dull, Trustee EFS, Inc., Sponsor EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Mastrapasqua Asset Management, Inc., Sponsor Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC, 401(k) Plan (on behalf of itself and its participants) Wayne McCreight Crawford Gallimor, Jimbo's Natural Family, Inc. Jimbo's Natural Family, Inc. 401(k) Plan (on behalf of itself and its participants) James Someck, Trustee Jo Ann Diehl, Trustee Colbert & Winstead, PC Colbert & Winstead, PC, The 401 (k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee Deborah Niedermeyer, Trustee for the Deborah Niedermeyer Individual 401(k), Trustee Brian K. Allen, Trustee for the Brian Allen Photo Individual 401(k), Trustee Abcow Services, Inc.



29

EXHIBIT B: FORM OF PARTICIPANT RELEASE

I am or was a participant in the Plan listed below and suffered a loss when Barry Stokes,

1Point Solutions and 1Point Administrative Services stole money from the Plan. I understand that the Plan, its sponsor and trustee(s) have made claims against numerous parties, including but not limited to AIG Financial Advisors, Inc. (“AIGFA”) and Mid Atlantic Capital Corporation (“MACC”), to recover the money stolen from the Plan. I also understand that the Plan, its sponsor and trustee(s) negotiated a settlement of the claims made against AIGFA and MACC, which claims were disputed by both parties. Pursuant to that settlement, the Plan will be receiving money from AIGFA and MACC. I am aware of the terms of that settlement.

In consideration of the benefit I will receive as a result of the money being paid to the

Plan, an applicable percentage of which will be credited to my participant account, I hereby waive, release, remise, acquit and forever discharge AIGFA, MACC and any of their present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, from any and all obligations, actions, causes of action, suits, claims, rights, demands, damages, debts, interest, fees, obligations, judgments, attorneys fees, costs, profits, expenses and/or compensation whatsoever, in law or in equity, known or unknown, that I ever had, now have, or may have in the future related to, arising out of or associated with any actions of Stokes and/or 1Point. I understand that AIGFA’s and MACC’s agreement to pay the settlement amount is contingent on my agreement to sign this release.

Plan Name (printed or typed):____________________________ Participant Name (printed or typed): ______________________ Signature: ___________________________________________ Date: _______________________________________________



30

EXHIBIT D: LIST OF PLANS, IN ADDITION TO PLAINTIFFS, TO BE COVERED BY THE FINAL NONAPPEALABLE ORDER DISCUSSED IN PARAGRAPH 1 1Point 401(k) Plan 1Point IRA Account Altadena Valley Golf & Country Club 401(k) Retirement Plan Angela Cotton, BCO & Associates, Inc. 401(k) Plan Atlanta Engineering Services, Inc. 401(k) Plan McMahan, McKenzie & Winstead, LLC Profit Sharing 401(k) Plan Cash Acme 401(k) Plan Southern Alliance for Clean Energy Education Fund Clouds in My Coffee 401(k) Plan Codebench, Inc. Safe Solo 401(k) Plan Dr. Jay S. Cohen Safe Harbor 401(k) Plan Elemental Interactive 401(k) Plan Environmental Leadership Program 401(k) Plan Evenin’ Star Boot Company 401(k) Profit Sharing Plan Grist Magazine, Inc. 401 (k) Plan Guadalupe Valley Veterinary Clinic 401(k) Plan Henry County Wound & Rehabilitation Center 401(k) Plan Hospital Alliance 401(k) Plan Motherworks Safe Solo 401(k) Plan Nashville’s Table 401(k) Plan National Contact Marketing Retirement Plan Oregon Natural Resources Council Fund 401(k) Plan Patrick McGuire 401(k) Retirement Plan Remodeling by J, LLC Safe Solo 401(k) Plan Salem Nurse-Midwives, Inc. Safe Solo 401(k) Plan Ship Shape, Inc. Safe Solo 401(k) Plan Tatham & Associates, Inc. 401 (k) Plan TN Association of Broadcasters 401(k) Plan Tennessee Democratic Party 401(k) Plan Tennessee Hotel & Lodging Association 401(k) Plan Tennessee Manufactured Housing 401(k) Plan TN Association of Chiefs of Police 401(k) Plan VIDA Health Communications, Inc. 401(k) Plan



31

EXHIBIT E: THE NON-LITIGANT PLANS









SETTLEMENT AGREEMENT AND RELEASE This thirty-one (31) page (including exhibits A through D) settlement agreement and release (“Agreement” or “Settlement Agreement”) is entered into by and among the entities, retirement plans, trustees and individuals set forth on Exhibit A (collectively, “Plaintiffs”), SagePoint Financial, Inc., formerly known as AIG Financial Advisors, Inc., and Spelman & Company, Inc. (collectively “AIGFA”),1 Mid Atlantic Capital Corporation (“MACC”), John C. McLemore, Bankruptcy Trustee (“Bankruptcy Trustee”), and the retirement plans and trustees set forth on Exhibit E (the “Non-Litigant Plans”) (collectively or in any combination thereof, these individuals and entities are referred to herein as “Party” or “the Parties”).

WHEREAS, the following lawsuits have been filed related to, arising out of or associated with the actions of Barry Stokes (“Stokes”), and 1Point Solutions, LLC and 1Point Administrative Services, LLC (collectively, “1Point”):

1. Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division;

2. As You Sow, et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division;

3. Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division;

4. Colbert & Winstead, PC 401(k) Plan, et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division;

5. EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division;

6. John McLemore, Trustee v. Regions Bank and Mid Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division; and

7. Heritage Equity Group 401(k) Savings Plan et al. v. Mid Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division;

1 In December 2008, AIG Financial Advisors, Inc. amended its Certificate of Incorporation to change its name to “SagePoint Financial, Inc.” Accordingly, any and all reference to or definition herein that includes “AIG Financial Advisors, Inc.” or “AIGFA” includes, but is not limited to, SagePoint Financial, Inc. (“SagePoint”). “SagePoint” means the aforementioned entities (“AIG Financial Advisors, Inc.” or “AIGFA”) and also includes any related entities including, but not limited to, their past, present and future officers, directors, employees, agents, insurers, representatives, attorneys, and stockholders; their past, present and future direct and indirect parents, subsidiaries (whether or not wholly-owned, affiliates, divisions, predecessors, successors and assigns; and the past, present and future officers, directors, employees, agents, insurer, representatives, attorneys, stockholders and members thereof); and any and all other related individuals and entities, jointly and individually.

Ex. ACase 3:06-bk-05400 Doc 690-2 Filed 07/08/09 Entered 07/08/09 15:56:05 Desc

Exhibit B Page 1 of 31

2

8. Heritage Equity Group 401(k) Savings Plan, et al. v. Crosslin Supply Co., Inc. Profit Sharing/Savings Plan, et al., 3:07-cv-01001; and

9. EFS, Inc., et al. v. Regions Bank, 3:08-cv-01003.

(collectively, these nine (9) cases are referred to as “the Litigation”);

WHEREAS, Plaintiffs allege in connection with the Litigation that AIGFA and/or MACC bear responsibility for losses suffered by Plaintiffs and other retirement plans arising from or related to the actions of Stokes or 1Point;

WHEREAS, the Bankruptcy Trustee alleges in connection with the Litigation that MACC bears responsibility for losses suffered by Plaintiffs and the Non-Litigant Plans arising from or related to the actions of Stokes or 1Point;

WHEREAS, AIGFA and MACC deny any responsibility for such losses and contend that they are not liable to Plaintiffs, the other retirement plans, the Bankruptcy Trustee or any other individuals or entities for any losses arising from or related to the actions of Stokes or 1Point;

WHEREAS, the Bankruptcy Trustee brought the action at 3:07-CV-00841 against MACC in his capacity as a fiduciary of Plaintiffs and of the 401(k) Plans identified on Exhibit D hereto (collectively, the “Bankruptcy Trustee-Represented Plans”); and

WHEREAS, as set forth below the Parties to this Agreement desire to settle and compromise all claims, demands and causes of action, known or unknown, that any Party ever had, now has or may have in the future against any other Party relating to, arising out of or associated with the Litigation and any actions of Stokes or 1Point.

NOW THEREFORE, in consideration of and reliance upon the promises and covenants contained herein, the Parties agree as follows:

1. This Agreement is contingent upon the United States Bankruptcy Court for the Middle District of Tennessee issuing a final, nonappealable order approving the settlement set forth in this Agreement (“the Final Nonappealable Order”). The Final Nonappealable Order shall preclude: (a) any claims against AIGFA by the Bankruptcy Trustee, on behalf of himself and the Stokes/1Point estates; and (b) any claims against MACC by or with respect to the bankruptcy estates of Stokes and 1Point and by the Bankruptcy Trustee, individually, as Trustee, and as fiduciary for the Bankruptcy Trustee-Represented Plans and their successor(s). The Bankruptcy Trustee shall take all steps necessary to obtain the Final Nonappealable Order, including, but not limited to, filing an appropriate motion, providing appropriate notice, and appearing at any related hearings, including any hearing related to any objections to the settlement. If the Final Nonappealable Order is not issued, this Agreement shall be null and void in its entirety, and no Party shall have any rights or obligations pursuant to this Agreement.

2. Plaintiffs shall use reasonable best efforts to procure the releases of the participants in the Plaintiff plans identified on Exhibit A who suffered losses as a result of the actions of Stokes and/or 1Point in the form attached as Exhibit B hereto by no later than April 30, 2009. If any participant fails to execute such a release, the portion of settlement funds

Case 3:06-bk-05400 Doc 690-2 Filed 07/08/09 Entered 07/08/09 15:56:05 Desc Exhibit B Page 2 of 31

3

allocated to that participant shall not be distributed to that participant but shall be held in escrow. Each of the Plaintiff plans and plan sponsors identified on Exhibit A agrees and acknowledges that it shall defend, indemnify and hold AIGFA and MACC and their respective present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors harmless from and against any and all losses, liabilities, damages, costs and expenses relating to, arising out of or associated with any claims, actions, causes of action, demands or suits already made or brought or that may be made or brought in the future by any participant in such plan who does not execute a release in the form provided in Exhibit B relating to, arising out of or associated with the Litigation or the actions of Stokes and/or 1Point.

3. In consideration of and reliance upon the promises and covenants contained herein, Plaintiffs and the Bankruptcy Trustee, respectively, have dismissed without prejudice their claims against MACC in Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division, and John McLemore, Trustee v. Regions Bank and Mid-Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division. The Parties, other than the Non-Litigant Plans, shall take any additional steps necessary, if any, to convert such dismissals into dismissals with prejudice twenty (20) days after approval of the Final Nonappealable Order.

4. Fifteen (15) days after the issuance of the Final Nonappealable Order, AIGFA shall pay one lump sum payment of Five Million One Hundred Ninety Seven Thousand Five Hundred and no/100 ($5,197,500.00) Dollars to the Plaintiffs (“the AIGFA Payment”), paid by check made payable to “Falls & Veach Trust Account.” Unless previously dismissed with prejudice, Plaintiffs shall dismiss with prejudice all claims against AIGFA within five (5) days after receipt of the AIGFA Payment.

5. Fifteen (15) days after the issuance of the Final Nonappealable Order, MACC shall pay one lump sum payment of One Million Three Hundred Two Thousand and no/100 ($1,302,000.00) Dollars to the Plaintiffs, paid by check made payable to “Falls & Veach Trust Account.”

6. Fifteen (15) days after the issuance of the Final Nonappealable Order, MACC shall pay one lump sum payment of Two Hundred Fifty Thousand and no/100 ($250,000.00) Dollars to the Bankruptcy Trustee for disposition to the Non-Litigant Plans in accordance with a plan of liquidation proposed by the Trustee based on further consultation with the Department of Labor and subject to further order of the United States Bankruptcy Court for the Middle District of Tennessee (the payment in paragraph 6 and the payment in this paragraph 7 are referred to collectively as the “MACC Payments”). Unless directed to the contrary by the United States Bankruptcy Court for the Middle District of Tennessee or an agency or department of the federal government, no portion of the payment described in this paragraph 6 shall be distributed to any Bankruptcy Trustee-Represented Plan or the successor(s) of any such plan that brings legal action against MACC, whether in its own name or by a representative purportedly acting on the plan’s behalf. MACC shall advise the Bankruptcy Trustee in a timely manner of any such legal action.


4

7. The Plaintiffs shall not assert any claim to the money being paid to the Bankruptcy Trustee pursuant to this Agreement; and the Bankruptcy Trustee shall not assert any claim to the money being paid to the Plaintiffs pursuant to this Agreement.

8. The Plaintiffs, for and in consideration of the AIGFA Payment, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all actions, causes of action, suits, claims, rights, demands, damages, debts, interest, fees, obligations, judgments, attorneys fees, costs, profits, expenses and/or compensation (collectively, “Claims”) whatsoever, in law or in equity, known or unknown, that the Plaintiffs ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

9. The Plaintiffs, for and in consideration of the MACC Payments, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Plaintiffs ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

10. AIGFA and MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of Plaintiffs and the Bankruptcy Trustee set forth herein, on behalf of themselves and their present and former respective predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, each acknowledge full accord and satisfaction, and waive, release, remise, acquit and forever discharge the Plaintiffs from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA or MACC ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

11. AIGFA, for and in consideration of the execution of this Agreement and the corresponding obligations of MACC set forth herein, on behalf of itself and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point. Unless previously dismissed with prejudice, AIGFA shall dismiss with prejudice its third-party claims against MACC in Colbert & Winstead, PC 401(k) Plan, et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division within five (5) days from the date on which MACC provides notice to AIGFA that it has made the MACC Payments. The following cases have been dismissed without prejudice sua sponte: Beck/Arnley Worldparts Corp. v. AIG Financial


5

Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division and EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division. Consistent with the releases contained in this Agreement, which are effective on the date of the Final Nonappealable Order, AIGFA’s third-party claims against MACC in those actions are released in their entirety and the parties agree that the dismissals shall be treated as dismissals with prejudice, with AIGFA forever barred from refilling such claims against MACC.

12. MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of AIGFA set forth herein, on behalf of itself and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that MACC ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

13. Except to the extent provided in the final sentence of this paragraph, AIGFA and MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of the Bankruptcy Trustee set forth herein, on behalf of themselves and their present and former respective predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, acknowledge full accord and satisfaction, and waive, release, remise, acquit and forever discharge the Bankruptcy Trustee and his predecessors, successors, assigns and agents from any and all Claims whatsoever, in law or in equity, known or unknown, that AIGFA or MACC ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point. Except with respect to Claims referenced in the final sentence of this paragraph, AIGFA and MACC shall not file any claims as a creditor or otherwise against the bankruptcy estates of Stokes and 1Point (collectively, the “Stokes/1Point Estates”). Notwithstanding anything else in this Agreement, AIGFA and MACC do not waive, release, remise, acquit or discharge any Claims against the Stokes/1Point Estates that arise from or relate to Claims made against AIGFA and/or MACC by third parties if those Claims in turn arise from or relate to Claims made against those third parties by the Bankruptcy Trustee; however, the sole remedy available to AIGFA and MACC for any such unreleased Claim under this paragraph shall be to file a claim against the Stokes/1Point Estates.

14. The Bankruptcy Trustee, for and in consideration of the AIGFA Payment and the releases contained in paragraph 13, on behalf of himself and the Stokes/1Point Estates, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge AIGFA and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Bankruptcy Trustee or the Stokes/1Point Estates ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.


6

15. The Bankruptcy Trustee, for and in consideration of the MACC Payments and the releases contained in paragraph 13, on behalf of himself, the Stokes/1Point Estates and in his capacity as fiduciary of the Bankruptcy Trustee-Represented Plans and any successor(s) thereto, acknowledges full accord and satisfaction, and does waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Bankruptcy Trustee, the Bankruptcy Trustee in his capacity as fiduciary of the Bankruptcy Trustee-Represented Plans (or any successor(s) thereto), or the Stokes/1Point Estates ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

16. The Non-Litigant Plans, for and in consideration of the MACC Payments, which will constitute full accord and satisfaction, do waive, release, remise, acquit and forever discharge MACC and its present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that the Non-Litigant Plans ever had, now have, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

17. MACC, for and in consideration of the execution of this Agreement and the corresponding obligations of the Non-Litigant Plans set forth herein, which will constitute full accord and satisfaction, does waive, release, remise, acquit and forever discharge the Non-Litigant Plans who execute this Agreement and their present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors from any and all Claims whatsoever, in law or in equity, known or unknown, that MACC ever had, now has, or may have in the future related to, arising out of or associated with the Litigation and any actions of Stokes and/or 1Point.

18. Exhibit C hereto contains additional terms that apply only as among Plaintiffs, AIGFA and MACC. The provisions of Exhibit C have been kept confidential by and among Plaintiffs, AIGFA and MACC and do not apply to or impact the rights or obligations of the Bankruptcy Trustee and the Non-Litigant Plans. The provisions of Exhibit C are an integral part of this Settlement Agreement as among Plaintiffs, AIGFA and MACC and Plaintiffs acknowledge that AIGFA and MACC would not have entered into this Agreement without the provisions set forth in Exhibit C. The provisions of Exhibit C apply as among Plaintiffs, AIGFA and MACC to the same extent as if those provisions were fully set forth here as paragraphs 18.a. through 18.d. The Parties shall keep the provisions of Exhibit C confidential and shall not disclose such provisions except: (1) to their respective attorneys, auditors and regulators; or (2) as required by law. If any other party seeks access to the provisions of Exhibit C, the Party from whom access is sought shall provide prompt notice to the other Parties.

19. The Parties agree and acknowledge that, in entering into this Agreement, none of them received nor relied upon any statements, representations or promises made by any other Party or any Party’s directors, officers, employees, agents, attorneys or representatives, other than those representations and promises that are expressly set forth in this Agreement.


7

20. The Parties agree and acknowledge that they had an opportunity to review this Agreement with legal counsel if they so chose regarding the Agreement’s meaning, the obligations imposed by the Agreement and the legal implications and effect of this Agreement, as well as the advisability of entering into this Agreement.

21. Each Party to this Agreement hereby represents and warrants that it has the full right, power, authority and capacity to enter into this Agreement, including without limitation the full right, power, authority and capacity to provide the releases contained in paragraphs eight (8) through seventeen (17) of this Agreement. The Bankruptcy Court’s approval of this Settlement Agreement shall constitute approval of the Bankruptcy Trustee’s right, power and authority to enter into and carry out the terms of this Agreement.

22. Each Party to this Agreement acknowledges that it is executing this Agreement and compromising all claims voluntarily and of its own free will, without any coercion or duress and that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.

23. Notwithstanding anything contained herein or contained in the order approving the terms of this Agreement, including any release, res judicata, collateral estoppel, or claim preclusion effect this Agreement may have, no Party shall be deemed to have released, waived or compromised any claim it may have against another Party except as expressly set forth in paragraphs 8-17.

24. The Parties agree and acknowledge that this Agreement is the compromise of disputed claims, and nothing herein shall be construed as an admission of liability or an admission as to any alleged facts relating to, arising out of, or associated with the Litigation or the actions of Stokes and/or 1Point. Each Party to this Agreement denies any liability to any other Party.

25. The Parties agree and acknowledge that each of the mutual promises contained in this Agreement is dependent on the other reciprocal promises in the Agreement. If any part of this Agreement is found to be invalid or unenforceable, or if any action taken by a government agency prevents any Party from realizing the benefit of the mutual promises contained herein, the entire Agreement shall become invalid and unenforceable and the Parties shall return or remit any consideration already provided under the Agreement.

26. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns.

27. The Parties agree and acknowledge that they had the opportunity, through legal counsel if they so chose, to participate in the negotiation of the terms of the Agreement and drafting the language incorporating those terms into the Agreement. In the event that an ambiguity, or question of intent, construction or interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of their role or participation in negotiating the terms of this Agreement or drafting any of the provisions of this Agreement.


8

28. This Agreement may be executed in counterparts and each such fully executed counterpart shall constitute an original, all of which together shall constitute one and the same written agreement, and be binding and effective as to all Parties. A facsimile or scanned signature shall be deemed an original signature.

29. This Agreement is made and entered into in the State of Tennessee and will be governed by the substantive laws of the State of Tennessee without regard to choice or conflicts of law principles. Any action to enforce this Agreement may only be filed in the Chancery Court of Davidson County, Tennessee or the United States District Court, Middle District of Tennessee, Nashville Division.

30. This Agreement contains the entire agreement and understanding between the Parties pertaining to the subject matter herein and supersedes any and all prior and/or contemporaneous oral or written agreements and understandings, if any, of the Parties in connection therewith. No change, alteration, modification, termination or amendment of this Agreement shall be effective or binding unless set forth in a written instrument signed by all the Parties.

[Signature page follows separately on next page]


9

______________________________________________________________________________ Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division

Abcow Services, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Abcow Staffing 401(k) Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

J. Michaels Clothiers, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


10

J. Michaels Clothiers, Inc. Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

The Bay Institute of San Francisco

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Bay Institute of San Francisco Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Grant Davis, Trustee

Dated: __________________________________


11

________________________________________ Robert Erickson, Trustee

Dated: __________________________________

________________________________________ Julia Price, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Summit Terminaling Services, LLC

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________ Summit Terminaling Services, 401(k) Retirement Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


12

______________________________________________________________________________ As You Sow et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division

As You Sow

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

As You Sow 401(k) Retirement Savings Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Tom Van Dyke, Trustee Dated: __________________________________

________________________________________ Sloan Morgan, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

________________________________________ Deborah Neidermeyer, Trustee for the Deborah Neidermeyer Individual 401(k) Dated: __________________________________


13

---------------------------------------------------------------------------------------------------------------------

________________________________________ Brian Allen, Trustee for the Brian Allen Photo Individual 401(k) Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Herbert E. Pounds, Jr., PC

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Herbert E. Pounds, Jr., 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

RCSim, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


14

RCSim, Inc. 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Robert C. Rossow Dated: __________________________________

________________________________________

Edgar C. Phillips

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

________________________________________


Dated: __________________________________

______________________________________________________________________________ Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division

Beck/Arnley Worldparts Corp.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


15

Beck/Arnley 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

______________________________________________________________________________ Colbert & Winstead, PC 401(k) Plan et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division

Colbert & Winstead, PC 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________

Richard L. Colbert, Trustee

Dated: __________________________________

________________________________________

Kurtis J. Winstead, Trustee

Dated: __________________________________


16

______________________________________________________________________________ EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division

EFS, Inc.

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

EFS, Inc. 401(k) Plan (on behalf of itself and its participants)

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Michael Egan, Trustee

Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Grassworx SE, LLC By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


17

Grassworx SE, LLC 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Michael Egan, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Mastrapasqua Asset Management, Inc. By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Frank Mastrapasqua, Trustee Dated: __________________________________


18

________________________________________ Mauro Mastrapasqua, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Gonzales County Hospital District By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Gonzales County Hospital District 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Tim Markman, Trustee Dated: __________________________________

________________________________________ Greg Peterek, Trustee Dated: __________________________________

________________________________________

John Fritz, Trustee

Dated: __________________________________


19

________________________________________ Lisa Gindler, Trustee Dated: __________________________________

________________________________________ Barbara Korinacek, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

The Hamilton-Ryker Group, LLC By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Hamilton-Ryker Group, LLC 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Wayne McCreight, Trustee Dated: __________________________________

________________________________________ Crawford Gallimore, Trustee Dated: __________________________________


20

---------------------------------------------------------------------------------------------------------------------

The Independent Press Association By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

The Independent Press Association 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Richard Landry, Trustee Dated: __________________________________

________________________________________ Bonnie Walsh, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

Tuned In Broadcasting, Inc. By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


21

Tuned In Broadcasting, Inc. 401(k) Plan (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

________________________________________ Lester Turner, Jr., Trustee Dated: __________________________________

______________________________________________________________________________ Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division

Heritage Equity Group 401(k) Savings Plan (formerly known as the Beck/Arnley 401(k) Savings Plan) (on behalf of itself and its participants) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

Heritage Equity Group

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


22

________________________________________ Max Dull, Trustee Dated: __________________________________

---------------------------------------------------------------------------------------------------------------------

EFS, Inc., Sponsor EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Mastrapasqua Asset Management, Inc., Sponsor Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC, 401(k) Plan (on behalf of itself and its participants) Wayne McCreight, Trustee Crawford Gallimor, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Colbert & Winstead, PC Colbert & Winstead, PC, The 401 (k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Deborah Niedermeyer, Trustee for the Deborah Niedermeyer Individual 401(k) (signed above under EFS, Inc. 3:07-00704)


23

---------------------------------------------------------------------------------------------------------------------

Brian K. Allen, Trustee for the Brian Allen Photo Individual 401(k) (signed above under EFS, Inc. 3:07-00704)

---------------------------------------------------------------------------------------------------------------------

Abcow Services, Inc. (signed above under EFS, Inc. 3:07-00704)

______________________________________________________________________________ John McLemore, Trustee v. Regions Bank and Mid-Atlantic Capital Corporation, 3:08-CV-00021, United States District Court, Middle District of Tennessee, Nashville Division

________________________________________ John McLemore Dated: __________________________________

====================================================================

Mid Atlantic Capital Corporation

By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================

SagePoint Financial, Inc., formerly known as AIG Financial Advisors, Inc. (individually and as assignee of Spelman & Co., Inc.) By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


24

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


25

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________

====================================================================


By: _____________________________________

Print Name: ______________________________

Its: _____________________________________

Dated: __________________________________


26

EXHIBIT A

Case Plaintiff(s)

Abcow Services, Inc., Abcow Staffing 401(k) Retirement Plan (on behalf of itself and its participants) J. Michaels Clothiers, Inc. J. Michaels Clothiers, Inc. Retirement Plan (on behalf of itself and its participants) The Bay Institute of San Francisco The Bay Institute of San Francisco Retirement Plan (on behalf of itself and its participants) Grant Davis, Trustee Robert Erickson, Trustee Julia Price, Trustee

Abcow Staffing 401(k) Retirement Plan, et al. v. AIG Financial Advisors, Inc. et al., 3:07-CV-01133, United States District Court, Middle District of Tennessee, Nashville Division

Summit Terminaling Services, LLC Summit Terminaling Services, LLC Retirement Plan (on behalf of itself and its participants)

As You Sow As You Sow 401(k) Retirement Savings Plan (on behalf of itself and its participants) Tom Van Dyke, Trustee Sloan Morgan, Trustee Deborah Neidermeyer Trustee for the Deborah Neidermeyer Individual 401(k), Trustee Brian Allen Trustee for the Brian Allen Photo Individual 401(k), Trustee Herbert E. Pounds, Jr., PC Herbert E. Pounds, Jr., 401(k) Plan (on behalf of itself and its participants) RCSim, Inc. RCSim, Inc. 401(k) Plan (on behalf of itself and its participants) Robert C. Rossow, Trustee Edgar C. Phillips, Trustee

As You Sow et al. v. AIG Financial Advisors Inc., et al., 3:06-CV-01171, United States District Court, Middle District of Tennessee, Nashville Division



27

Beck/Arnley Worldparts Corp. v. AIG Financial Advisors Inc., et al., 3:06-CV-01071, United States District Court, Middle District of Tennessee, Nashville Division

Beck/Arnley Worldparts Corp. Beck/Arnley 401(k) Plan (on behalf of itself and its participants)

Colbert & Winstead, PC 401(k) Plan et al., v. AIG Financial Advisors Inc., et al., 3:07-CV-01117, United States District Court, Middle District of Tennessee, Nashville Division

Colbert & Winstead, PC 401(k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee

EFS, Inc. EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Grassworx SE, LLC Grassworx SE, LLC 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Mastrapasqua Asset Management, Inc. Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee Gonzales County Hospital District Gonzales County Hospital District 401(k) Plan (on behalf of itself and its participants) Tim Markman, Trustee Greg Peterek, Trustee John Fritz, Trustee Lisa Gindler, Trustee Barbara Korinacek, Trustee The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC 401(k) Plan (on behalf of itself and its participants) Wayne McCreight, Trustee Crawford Gallimore, Trustee

EFS, Inc., et al. v. AIG Financial Advisors Inc., et al., 3:07-CV-00704, United States District Court, Middle District of Tennessee, Nashville Division

The Independent Press Association The Independent Press Association 401(k) Plan (on behalf of itself and its participants) Richard Landry, Trustee Bonnie Walsh, Trustee


28

Tuned In Broadcasting, Inc. Tuned In Broadcasting, Inc. 401(k) Plan (on behalf of itself and its participants) Lester Turner, Jr., Trustee

Heritage Equity Group 401(k) Savings Plan et al. v. Mid-Atlantic Capital Corp. et al., 3:07-CV-00841, United States District Court, Middle District of Tennessee, Nashville Division

Heritage Equity Group, Sponsor (inadvertently not named in complaint, but Plaintiff for purposes of this Agreement) Heritage Equity Group 401(k) Savings Plan (on behalf of itself and its participants) Max Dull, Trustee EFS, Inc., Sponsor EFS, Inc. 401(k) Plan (on behalf of itself and its participants) Michael Egan, Trustee Mastrapasqua Asset Management, Inc., Sponsor Mastrapasqua Asset Management, Inc. 401(k) Plan (on behalf of itself and its participants) Frank Mastrapasqua, Trustee Mauro Mastrapasqua, Trustee The Hamilton-Ryker Group, LLC The Hamilton-Ryker Group, LLC, 401(k) Plan (on behalf of itself and its participants) Wayne McCreight Crawford Gallimor, Jimbo's Natural Family, Inc. Jimbo's Natural Family, Inc. 401(k) Plan (on behalf of itself and its participants) James Someck, Trustee Jo Ann Diehl, Trustee Colbert & Winstead, PC Colbert & Winstead, PC, The 401 (k) Plan (on behalf of itself and its participants) Richard L. Colbert, Trustee Kurtis J. Winstead, Trustee Deborah Niedermeyer, Trustee for the Deborah Niedermeyer Individual 401(k), Trustee Brian K. Allen, Trustee for the Brian Allen Photo Individual 401(k), Trustee Abcow Services, Inc.


29

EXHIBIT B: FORM OF PARTICIPANT RELEASE

I am or was a participant in the Plan listed below and suffered a loss when Barry Stokes,

1Point Solutions and 1Point Administrative Services stole money from the Plan. I understand that the Plan, its sponsor and trustee(s) have made claims against numerous parties, including but not limited to AIG Financial Advisors, Inc. (“AIGFA”) and Mid Atlantic Capital Corporation (“MACC”), to recover the money stolen from the Plan. I also understand that the Plan, its sponsor and trustee(s) negotiated a settlement of the claims made against AIGFA and MACC, which claims were disputed by both parties. Pursuant to that settlement, the Plan will be receiving money from AIGFA and MACC. I am aware of the terms of that settlement.

In consideration of the benefit I will receive as a result of the money being paid to the

Plan, an applicable percentage of which will be credited to my participant account, I hereby waive, release, remise, acquit and forever discharge AIGFA, MACC and any of their present and former predecessors, successors, assigns, subsidiaries, affiliates, parent companies, agents, directors, officers, employees and affiliated independent contractors, from any and all obligations, actions, causes of action, suits, claims, rights, demands, damages, debts, interest, fees, obligations, judgments, attorneys fees, costs, profits, expenses and/or compensation whatsoever, in law or in equity, known or unknown, that I ever had, now have, or may have in the future related to, arising out of or associated with any actions of Stokes and/or 1Point. I understand that AIGFA’s and MACC’s agreement to pay the settlement amount is contingent on my agreement to sign this release.

Plan Name (printed or typed):____________________________ Participant Name (printed or typed): ______________________ Signature: ___________________________________________ Date: _______________________________________________


30

EXHIBIT D: LIST OF PLANS, IN ADDITION TO PLAINTIFFS, TO BE COVERED BY THE FINAL NONAPPEALABLE ORDER DISCUSSED IN PARAGRAPH 1 1Point 401(k) Plan 1Point IRA Account Altadena Valley Golf & Country Club 401(k) Retirement Plan Angela Cotton, BCO & Associates, Inc. 401(k) Plan Atlanta Engineering Services, Inc. 401(k) Plan McMahan, McKenzie & Winstead, LLC Profit Sharing 401(k) Plan Cash Acme 401(k) Plan Southern Alliance for Clean Energy Education Fund Clouds in My Coffee 401(k) Plan Codebench, Inc. Safe Solo 401(k) Plan Dr. Jay S. Cohen Safe Harbor 401(k) Plan Elemental Interactive 401(k) Plan Environmental Leadership Program 401(k) Plan Evenin’ Star Boot Company 401(k) Profit Sharing Plan Grist Magazine, Inc. 401 (k) Plan Guadalupe Valley Veterinary Clinic 401(k) Plan Henry County Wound & Rehabilitation Center 401(k) Plan Hospital Alliance 401(k) Plan Motherworks Safe Solo 401(k) Plan Nashville’s Table 401(k) Plan National Contact Marketing Retirement Plan Oregon Natural Resources Council Fund 401(k) Plan Patrick McGuire 401(k) Retirement Plan Remodeling by J, LLC Safe Solo 401(k) Plan Salem Nurse-Midwives, Inc. Safe Solo 401(k) Plan Ship Shape, Inc. Safe Solo 401(k) Plan Tatham & Associates, Inc. 401 (k) Plan TN Association of Broadcasters 401(k) Plan Tennessee Democratic Party 401(k) Plan Tennessee Hotel & Lodging Association 401(k) Plan Tennessee Manufactured Housing 401(k) Plan TN Association of Chiefs of Police 401(k) Plan VIDA Health Communications, Inc. 401(k) Plan


31

EXHIBIT E: THE NON-LITIGANT PLANS








LIMITED MAILING MATRIX 11/9/07 Addresses revised 7/7/09 1POINT SOLUTIONS, LLC AND BARRY R. STOKES 58 envelopes

BARRY R. STOKES CIS NO. 331334 OCA NO. 352879 CRIMINAL JUSTICE CENTER DETENTION FACILITY 448 SECOND AVENUE, NORTH NASHVILLE, TN 37201-1200

PAUL N. BUCHANAN ATTORNEY AT LAW 2201 DOUBLE CREEK, STE. 5002 ROUND ROCK, TX 78664

PAUL J. BRUNO, ESQ. LAW OFFICE OF PAUL J. BRUNO BANK OF AMERICA PLAZA 414 UNION STREET, SUITE 904 NASHVILLE, TN 37219

R. DAVID BAKER, ESQ. ASSISTANT FEDERAL PUBLIC DEFENDER 810 BROADWAY, SUITE 200 NASHVILLE, TENNESSEE 37203

ELLIOTT JONES DRESCHER & SHARP, P.C. 1720 WEST END AVENUE, SUITE 300 NASHVILLE, TN 37203

UNSECURED TRADE CREDITORS WHOSE CLAIMS APPARENTLY EXCEED $7,500.00:

AMERICAN EXPRESS BANK FSB C/O BECKET AND LEE LLP POB 3001 MALVERN PA 19355-0701

HUTCHISON & FORSHA CONSULTING DBA PERFORMANCE INNOVATIONS P. O. BOX 218306 NASHVILLE, TN 37221

METAVANTE MBI BENEFITS INC. BIN 129 MILWAUKEE WI 53288-0129

NATIONAL ASSOCIATION OF HEALTH UNDERWRITERS 2000 N. 14TH STREET, #450 ARLINGTON, VA 22201

SULLIVAN CONCEPTS 817 NEARTOP DRIVE NASHVILLE, TN 37205

BUFORD LEWIS COMPANY SERVICE TO ARTHUR K. LOWEN, ATTORNEY [email protected] VIA ECF

TENNESSEE DEPARTMENT OF REVENUE SERVICE TO WILLIAM FREDERICK MCCORMICK [email protected] VIA ECF

GOVERNMENTAL AGENCIES: IRS SERVICE TO BETH A NUNNICK [email protected] VIA ECF

TENNESSEE DEPARTMENT OF REVENUE SERVICE TO WILLIAM FREDERICK MCCORMICK [email protected] VIA ECF

IRS CENTRALIZED INSOLVENCY OPERATIONS P. O. BOX 21126 PHILADELPHIA, PA 19114-0326

IRS 801 BROADWAY MDP 146 NASHVILLE, TN 37203

SECRETARY HILDA L. SOLIS U.S. DEPARTMENT OF LABOR 200 CONSTITUTION AVENUE, NW WASHINGTON, DC 20210

NATHANIEL SPILLER U.S. DEPARTMENT OF LABOR 200 CONSTITUTION AVENUE, NW SUITE N4611 WASHINGTON, DC 20210

TOM SHANAHAN, REGIONAL DIRECTOR U.S. DEPARTMENT OF LABOR EMPLOYEE BENEFITS SECURITY ADMINISTRATION 61 FORSYTH STREET, #7B54 ATLANTA, GA 30303

THOSE NOT RECEIVING E-MAIL FROM COURT ECF: AGCENTER, INC. C/O JIM KELLER PO BOX 68 RIPLEY, TN 38063

MICHAEL J BENNETT LICHTSINN & HAENSEL 111 E WISCONSIN AVE STE 1800 MILWAUKEE, WI 53202

JAMES P CARROLL CONSUMER HEALTH ASSOCIATION P.O.BOX 3692 BRENTWOOD, TN 37024

FREDDA JILL CORBIN 867 MOORESVILLE PIKE COLUMBIA, TN 38401

PAUL P DALEY WILMER CUTLER PICKERING HALE ET AL 60 STATE ST BOSTON, MA 02109

Case 3:06-bk-05400 Doc 690-3 Filed 07/08/09 Entered 07/08/09 15:56:05 Desc Appendix Matrix 1 Page 1 of 4

RICHARD P. GARRETT, IV 867 MOORESVILLE PIKE COLUMBIA, TN 38401

CARL L JASPERSE 59 FERGUSON GRAND LEDGE, MI 48837

JOHN P. KRIMMEL WALLER LANSDEN DORTCH & DAVIS 511 UNION ST, STE 2100 NASHVILLE, TN 37219 per Francine Johnson

ELIZABETH M MERKEL 4203 DAKOTA AVE NASHVILLE, TN 37209

LARRY B RICKE LEONARD, STREET AND DEINARD 150 SOUTH FIFTH STREET, SUITE 2300 MINNEAPOLIS, MN 55402

BARBARA B WHITTEMORE 152 RUE DE GRANDE BRENTWOOD, TN 37027-8008

21

JOSEPH A WOODRUFF WALLER LANSDEN DORTCH & DAVIS 511 UNION ST, STE 2100 NASHVILLE, TN 37219

JOHN FISK 80 GABLES WAY NEWNAN, GA 30265

SAMUEL K. CROCKER, ESQ. 611 COMMERCE ST STE 2720 NASHVILLE, TN 37203-3742

ENVIRONMENTAL LEADERSHIP PROGRAM RICHARD L. BAZELON BAZELON LESS & FELDMAN, PC 1515 MARKET STREET, SUITE 700 PHILADELPHIA, PA 19102

LUIS C. BUSTAMANTE GREGORY C. LOGUE WOOLF, MCCLANE, BRIGHT, ALLEN & CARPENTER 900 S GAY ST STE 900 PO BOX 900 KNOXVILLE, TN 37901-0900

DEBORAH S. DAVIDSON, ESQ. KEVIN B. DREHER, ESQ. MORGAN, LEWIS & BOCKIUS LLP 77 WEST WACKER DR. CHICAGO, IL 60601-5094

ANTHONY J. MCFARLAND, ESQ. E. STEELE CLAYTON, IV, ESQ. BASS, BERRY & SIMS PLC 315 DEADERICK ST STE 2700 NASHVILLE, TN 37238-3001

MATTHEW J. FADER, ESQ. K&L GATES HENRY W. OLIVER BUILDING 535 SMITHFIELD STREET PITTSBURGH, PA 15222-2312

CREDITORS WHICH ARE 401(k) PLANS, WHOSE CLAIMS ARE BELIEVED TO EXCEED $75,000.00, OR HAVE FILED A POC EXCEEDING $75,000:

HAMILTON-RYKER GROUP, LLC 947 E. MAIN P.O. BOX 1068 MARTIN TN 38237

NATIONAL CONTACT MARKETING RETIREMENT PLAN C/O LARRY STILLIONS NATIONAL CONTACT MARKETING, INC. 4727-C N. ROYAL ATLANTA DRIVE TUCKER GA 30084-3818

DONALD ROJAS 10605 REDMOND ROAD AUSTIN TX 78739

DARLENE WILSON 11221 READVILL LANE AUSTIN TX 78739

JAMES SIMPSON 116 MALLARD DRIVE HENDERSONVILLE TN 37075

AS YOU SOW 311 CALIFORNIA STREET, SUITE 510 SAN FRANCISCO CA 94104

HERBERT E. POUNDS, JR., P.C. 17890 BLANCO ROAD, SUITE 100 SAN ANTONIO TX 78232

THE BAY INSTITUTE OF SAN FRANCISCO 401(K) PLAN C/O THE BAY INSTITUTE 695 CE LONG AVE, SUITE 100 NOVATO CA 94945

ANGELA COTTON BCO & ASSOCIATES, INC. 505 MEDLOCK ROAD DECATUR GA 30030

HAMILTON COUNTY DEPARTMENT OF EDUCATION C/O CRAIG R. ALLEN 801 BROAD STREET, THIRD FLOOR CHATTANOOGA, TN 37402

401K PLAN OF OREGON NATURAL RESOURCES COUNCIL DBA OREGON WILD C/O CANDICE GUTH,FIN DIR 5825 N. GREELEY AVE. PORTLAND OR 97217


FEDERAL INSURANCE COMPANY C/O VERNON & DURAY, L.L.P. 6820 WALLING DALLAS TX 75231

VIDA HEALTH COMMUNICATION 6 BIGELOW ST. CAMBRIDGE MA 02139

DR. JAY S. COHEN 1259 S. CEDAR CREST BLVD. ALLENTOWN PA 18103

ELEMENTAL INTERACTIVE 401K PLAN C/O ELEMENTAL INTERACTIVE, LLC 934 GLENWOOD AVENUE, SE, SUITE 110 ATLANTA GA 30316

GUADALUPE VALLEY VETERINARY CLINIC C/O BRUCE W. AKERLY, ESQ. BELL NUNNALLY & MARTIN LLP 3232 MCKINNEY AVE., STE. 1400 DALLAS TX 75204

BECK ARNLEY NAILL FALLS FALLS & VEACH 1143 SEWANNEE RD. NASHVILLE, TN 37220

TATHAM 165 FLEET DRIVE VILLA RICA, GA 30180

SALEM NURSE MIDWIVES, INC. NANCY MACMORRIS 1535 STATE STREET SALEM, OR 97301

SOUTHERN ALLIANCE FOR CLEAN JEFFREY P FULLER WALLER LANSDEN DORTCH & DAVIS PO BOX 198966 NASHVILLE, TN 37219-8966 [email protected] VIA ECF Per Francine Johnson

TURNER, WHITLEY AND MORTON INTERNAL MEDICINE, PSC C/O RONALD G. STEEN, JR. STITES & HARBISON, PLLC 424 CHURCH STREET, SUITE 1800 NASHVILLE, TN 37219 [email protected] VIA ECF

NOVASTAR FINANCIAL, INC. C/O RICHARD M. BEHELER BLACKWELL SANDERS PEPER MARTIN LLP 2300 MAIN STREET, SUITE 1000 KANSAS CITY MO 64108 [email protected] VIA ECF

CASH ACME JOHN CHARLES TISHLER WALLER LANSDEN DORTCH & DAVIS PLLC 511 UNION STREET STE 2700 NASHVILLE, TN 37219 [email protected] VIA ECF

CASH ACME JEFFREY P FULLER WALLER LANSDEN DORTCH & DAVIS PO BOX 198966 NASHVILLE, TN 37219-8966 [email protected] VIA ECF Per Francine Johnson

EFS ROBERT J. MENDES GMWLAWPLLC 2525 WEST END AVENUE, SUITE 1475 NASHVILLE, TN 37203 [email protected] [email protected] VIA ECF

GONZALES JOHN J GRIFFIN, JR KAY GRIFFIN ENKEMA & BROTHERS PLLC 222 2ND AVE N, STE 340M NASHVILLE, TN 37201 [email protected] VIA ECF 19

STATE OF FRANKLIN HEALTHCARE ASSOCIATES RICK J. BEARFIELD P. O. BOX 4210 CRS 2513 WESLEY STREET, SUITE 1 JOHNSON CITY, TN 37602 [email protected] VIA ECF

TN BROADCASTERS LINDA W. KNIGHT [email protected] [email protected] VIA ECF

MASTRAPASQUA ANNE C MARTIN BONE MCALLESTER NORTON PLLC 511 UNION STREET, STE 1600 NASHVILLE, TN 37219 [email protected] VIA ECF

MASTRAPASQUA SAM J. MCALLESTER, III BONE MCALLESTER NORTON, PLLC 511 UNION ST STE 1600 NASHVILLE, TN 37219 [email protected] VIA ECF

COLBERT WINSTEAD JOHN J GRIFFIN, JR KAY GRIFFIN ENKEMA & BROTHERS PLLC 222 2ND AVE N, STE 340M NASHVILLE, TN 37201 [email protected] VIA ECF

COLBERT WINSTEAD WILLIAM FRANKLIN WILBERT KAY GRIFFIN ENKEMA AND BROTHERS 222 SECOND AVE N, SUITE 340-M NASHVILLE, TN 37201 [email protected] VIA ECF

COLBERT WINSTEAD MARY ELIZABETH HALTOM LEWIS KING KRIEG & WALDROP 201 FOURTH AVE N , SUITE 1500 NASHVILLE, TN 37219 [email protected] VIA ECF

GRIST MAGAZINE ANNE C MARTIN BONE MCALLESTER NORTON PLLC 511 UNION STREET, STE 1600 NASHVILLE, TN 37219 [email protected] VIA ECF

GRASWORX ROBERT J. MENDES GMWLAWPLLC 2525 WEST END AVENUE, SUITE 1475 NASHVILLE, TN 37203 [email protected] [email protected] VIA ECF

ATTORNEY’S RECEIVING ECF NOTIFICATIONS:

CRAIG R. ALLEN LEITNER, WILLIAMS, DOOLEY & NAPOLITAN, PLLC 801 BROAD STREET, THIRD FLOOR CHATTANOOGA, TN 37402 [email protected] VIA ECF

STEPHANIE GREEN COLE STEPHANIE GREEN COLE THE LAW OFFICE OF STEPHANIE GREEN COLE 147 JEFFERSON AVENUE, SUITE 800 MEMPHIS, TN 38103 [email protected] VIA ECF

MICHAEL EDWARD COLLINS [email protected] [email protected] [email protected] VIA ECF

ELIZABETH FERGUSON STITES & HARBISON, PLLC 424 CHURCH STREET, SUITE 1800 NASHVILLE, TN 37219 [email protected] VIA ECF

CRAIG V. GABBERT HARWELL HOWARD HYNE GABBERT & MANNER, P.C. 315 DEADERICK STREET, SUITE 1800 NASHVILLE, TN 37238 [email protected] [email protected] VIA ECF


BARBARA D. HOLMES HARWELL HOWARD HYNE GABBERT & MANNER, P.C. 315 DEADERICK STREET, SUITE 1800 NASHVILLE, TN 37238 [email protected] [email protected] VIA ECF

TARA LESLEY KRAEMER [email protected] [email protected] [email protected] VIA ECF

JENNIFER LAWSON [email protected] VIA ECF

BRADLEY ALAN MACLEAN STITES & HARBISON PLLC 424 CHURCH ST, SUITE 1800 NASHVILLE, TN 37219 [email protected] VIA ECF

RANDAL MASHBURN BAKER, DONELSON, BEARMAN, CALDWELL & MERKOWITZ, P.C. COMMERCE CENTER, SUITE 1000 211 COMMERCE STREET NASHVILLE, TN 37201 [email protected] VIA ECF

MARTHA HAREN MCCAMPBELL [email protected] VIA ECF

METROPOLITAN GOVERNMENT TRUSTEE C/O ANDREW MCCLANAHAN P.O. BOX 196300 NASHVILLE, TN 37219-6300 [email protected] VIA ECF

KELL C MERCER BROWN MCCARROLL, L.L.P. 111 CONGRESS AVE., SUITE 1400 AUSTIN, TX 78701 [email protected] VIA ECF

LLOYD E MUELLER UNITED STATES TRUSTEE 701 BROADWAY SUITE 318 NASHVILLE, TN 37203 [email protected] VIA ECF

DEBORAH NIEDEMEYER 4301 2ND AVE NE SEATTLE WA 98105 [email protected] POC25 VIA ECF

WILLIAM L. NORTON BOULT, CUMMINGS, CONNERS & BERRY, PLC P. O. BOX 340025 NASHVILLE, TN 37203 [email protected] VIA ECF

ROBERT W PONTZ [email protected] VIA ECF

B GAIL REESE [email protected] VIA ECF

J. MICHAELS CLOTHIERS RETIREMENT PLAN C/O RONALD G. STEEN, JR. STITES & HARBISON, PLLC 424 CHURCH STREET, SUITE 1800 NASHVILLE, TN 37219 [email protected] VIA ECF

GLENN B. ROSE HARWELL HOWARD HYNE GABBERT & MANNER, P.C. 315 DEADERICK STREET, SUITE 1800 NASHVILLE, TN 37203 [email protected] [email protected] VIA ECF

DIANNA BAKER SHEW [email protected] [email protected] VIA ECF

JOHN FREDERICK TEITENBERG [email protected] VIA ECF

[email protected] VIA ECF

GERALDINE A. VALDEZ, ESQ. PROCOPIO, CORY, HARGREAVES & SAVITCH LLP 530 B STREET, SUITE 2100 SAN DIEGO, CA 92101 [email protected] [email protected] [email protected] VIA ECF

JOHN R WINGO [email protected] [email protected] [email protected] VIA ECF

TAMMY S WOOD [email protected] [email protected] [email protected] VIA ECF

PHILLIP G YOUNG [email protected] VIA ECF

CROSSLIN SUPPLY PROFIT SHARING PLAN BYNUM E. TUDOR III, TUDOR LAW FIRM, P.C. 116 WILSON PIKE CIRCLE, SUITE BRENTWOOD, TN 37027 VIA ECF


MAILING MATRIX

401(k) PLANS 7/9/09

52 PLANS, 58 ENVELOPES

1 1POINT 401(K) PLAN

2 1POINT IRA ACCOUNT WILLIAM FEINBERG NO ADDRESS IN FILE

MARSHA REECE 5955 BURRUSS MILL ROAD CUMMING, GA 30041

LISA GREENBERG 1962 SPECTRUM CIRCLE, #350 MARIETTA, GA 30067

ELIZABETH BURTON 6115 ABBOTS BRIDGE ROAD, #2212 DULUTH, GA 30097

SCOTT JAMISON 1127 RALEIGH WAY LAWRENCEVILLE, GA 30043

JULIE SMITH 2189 FORGE RIDGE CIRCLE NASHVILLE, TN 37212

ELIZABETH M. MERKEL 4203 DAKOTA AVENUE NASHVILLE, TN 37209

3 ALTADENA VALLEY GOLF & COUNTRY CLUB 401(K) RETIREMENT PLAN

ALTADENA VALLEY GOLF & COUNTRY CLUB MS. SALLIE STERN 2651 ALTAVISTA DR. BIRMINGHAM, AL 35245

Case 3:06-bk-05400 Doc 690-4 Filed 07/08/09 Entered 07/08/09 15:56:05 Desc Index Matrix 2 Page 1 of 8

4 ANGELA COTTON, BCO & ASSOCIATES, INC. 401(K) PLAN

ANGELA COTTON, BCO & ASSOCIATES MR. FRANK MILLER 505 MEDLOCK RD. DECATUR, GA 30030

KATHERINE MILLER, ESQ. HOLLAND AND KNIGHT ONE EAST BROWARD BOULEVARD SUITE 1300 FORT LAUDERDALE, FL 33301

5 ATLANTA ENGINEERING SERVICES, INC. 401(K) PLAN

ATLANTA ENGINEERING MS. GALE SILVESTRI 185 THOMPSON STREET ALPHARETTA, GA 30004

ELVIN L. AYCOCK ATLANTA ENGINEERING SERVICES, INC. 185 THOMPSON STREET ALPHARETTA, GA 30004

6 MCMAHAN, MCKENZIE & WINSTEAD, LLC PROFIT SHARING 401(K) PLAN

MS. BETH WINSTEAD MCMAHAN & WINSTEAD 211 7TH AVENUE NORTH SUITE 401 NASHVILLE, TN 37219

7 CASH ACME 401(K) PLAN

CASH ACME MS. JUDY BROWN 2400 7TH AVE SW CULLMAN, AL 35055

8 SOUTHERN ALLIANCE FOR CLEAN ENERGY EDUCATION FUND

SOUTHERN ALLIANCE FOR CLEAN ENERGY CAMERON POTTER OR STEVEN SMITH P.O. BOX 1842 KNOXVILLE, TN 37914

9 CLOUDS IN MY COFFEE 401(K) PLAN

CLOUDS IN MY COFFEE MS. CHRISTY RHODES 431 2ND AVE. SOUTH NASHVILLE, TN 37201

10 CODEBENCH, INC. SAFE SOLO 401(K) PLAN

CODEBENCH, INC. MS. GERI CASTALDO P.O. BOX 970126 BOCA RATON, FL 33497

11 DR. JAY S. COHEN SAFE HARBOR 401(K) PLAN

DR. JAY COHEN JAY S. COHEN 1259 SOUTH CEDARCREST BLVD., SUITE 315 ALLENTOWN, PA 18103

12 ELEMENTAL INTERACTIVE 401(K) PLAN

ELEMENTAL INTERACTIVE, LLC MR. JAMES HARRIS 934 GLENWOOD AVENUE, S.E., #110 ATLANTA, GA 30316

13 ENVIRONMENTAL LEADERSHIP PROGRAM 401(K) PLAN

ENVIRONMENTAL LEADERSHIP PROGRAM PAUL SABIN 1609 W. CONNECTICUT AVE, N.W., # 400 WASHINGTON, DC 20009


14 EVENIN’ STAR BOOT COMPANY 401(K) PROFIT SHARING PLAN

DANCIN' COWBOY, INC EVENING STAR CO. MR. KEN CALLOWAY P.O. BOX 926 GONZALES, TX 78629

15 GRIST MAGAZINE, INC. 401 (K) PLAN

GRIST MAGAZINE MS. SONJA WATERS 710 2ND AVENUE, SUITE 860 SEATTLE, WA 98104-1412

PAUL P. DALEY, ESQ. WILMERHALE 60 STATE STREET BOSTON, MA 02109

16 GUADALUPE VALLEY VETERINARY CLINIC 401(K) PLAN

GUADELOUPE VALLEY VETERINARY CLINIC MR. KEN CALLOWAY 2004 CHURCH GONZALES, TX 78629

17 HENRY COUNTY WOUND & REHABILITATION CENTER 401(K) PLAN

HENRY CO. WOUND AND REHABILITATION 1015 KELLY DRIVE SUITE 101 PARIS, TN 38242

MELISSA COOK 126 DIXIE VILLIAGE LANE PARIS, TN 38242

LINDA G. LYONS 4095 VAN DYKE ROAD PARIS, TN 38242

18 HOSPITAL ALLIANCE 401(K) PLAN

HOSPITAL ALLIANCE MS. DENISE SEXTON 211 SEVENTH AVE. NORTH STE. 400 NASHVILLE, TN 37219

19 MOTHERWORKS SAFE SOLO 401(K) PLAN

MOTHERWORKS MR. MARK SORENSEN 453 CAMERON DR. WESTON, FL 33326

20 NASHVILLE’S TABLE 401(K) PLAN

NASHVILLE'S TABLE MS. EMILY KINZING 331 GREAT CIRCLE ROAD NASHVILLE, TN 37228

21 NATIONAL CONTACT MARKETING RETIREMENT PLAN

NATIONAL CONTACT MARKETING MS. CHRISTY STILLIONS 4727-C NORTH ROYAL ATLANTA DR. TUCKER, GA 30084

22 OREGON NATURAL RESOURCES COUNCIL FUND 401(K) PLAN

OREGON NATURAL MS. CANDICE GUTH 5825 N. GREENLY AVE PORTLAND, OR 97217


23 PATRICK MCGUIRE 401(K) RETIREMENT PLAN

PATRICK MCGUIRE MR. PATRICK MCGUIRE 2547 FEDERAL AVENUE LOS ANGELES, CA 90064

24 REMODELING BY J, LLC SAFE SOLO 401(K) PLAN

REMODELING BY J MS. JANE MERUCCI 1226A HADDEN FIELD BERLIN RD. VOORHEES, NJ 08043

25 SALEM NURSE-MIDWIVES, INC. SAFE SOLO 401(K) PLAN

SALEM NURSE MIDWIVES, INC. NANCY MACMORRIS 1535 STATE STREET SALEM, OR 97301

JAMES C. EDMONDS, ESQ. FETHERSTON EDMONDS, LLP 960 LIBERTY STREET, S.E., SUITE 110, SALEM OR 97308-2206

26 SHIP SHAPE, INC. SAFE SOLO 401(K) PLAN

SHIP SHAPE INC. MS. KAREN FENZ 8530 CIRCLE DR. NORFOLK, VA 23503

27 TATHAM & ASSOCIATES, INC. 401 (K) PLAN

TATHAM & ASSOCIATES MS. BRENDA REYNOLDS 165 FLEET DR. VILLA RICA, GA 30180

JOHN PENNINGTON, ESQ. P. O. BOX 275 HELEN, GA 30545

DENNIS TURNER, SR. GRAPHIC MEDIA SOLUTIONS 722 HIGHWAY 78, SUITE 100 TEMPLE, GA 30179

28 TN ASSOCIATION OF BROADCASTERS 401(K) PLAN

TENNESSEE ASSOCIATION OF BROADCASTERS MR. WHIT ADAMSON 50 MUSIC SQUARE, WEST, SUITE 900 NASHVILLE, TN 37203

29 TENNESSEE DEMOCRATIC PARTY 401(K) PLAN

TENNESSEE DEMOCRATIC PARTY MS. LIZ HOWARD 223 EIGHTH AVE N SUITE 200 NASHVILLE, TN 37203

30 TENNESSEE HOTEL & LODGING ASSOCIATION 401(K) PLAN

TENNESSEE HOTEL & LODGING ASSOCIATION MR. WALT BAKER 500 INTERSTATE BOULEVARD, SOUTH, #304 NASHVILLE, TN 37210

31 TENNESSEE MANUFACTURING HOUSING 401(K) PLAN

TENNESSEE MANUFACTURED HOUSING ASSOCIATION MARLA JACKSON, EXECUTIVE DIRECTOR 604 4TH AVENUE NORTH NASHVILLE, TN 37219


32 TN ASSOCIATION OF CHIEFS OF POLICE 401(K) PLAN

TN ASSOCIATION OF CHIEFS OF POLICE MS. MARGARET DUNCAN 530 CHURCH STREET STE. 504 NASHVILLE, TN 37219

33 VIDA HEALTH COMMUNICATIONS, INC. 401(K) PLAN

VIDA HEALTH COMMUNICATIONS MR. JOHN CRAINE 6 BIGELOW STREET CAMBRIDGE, MA 02138

RYAN K. COCHRAN, ESQ. WALLER LANSDEN DORTCH & DAVIS LLP 511 UNION ST STE 2700 PO BOX 198966 NASHVILLE, TN 37219-8966

PHILIP L. ROBERTSON, ESQ. SMYTHE & PURYEAR 144 2ND AVE N STE 300 NASHVILLE, TN 37201-1935

#’s 34 through the end of this matrix are served as shown and though their attorney, Naill Falls, via ECF.

34

AS YOU SOW 401(K) RETIREMENT SAVINGS PLAN AS YOU SOW 311 CALIFORNIA STREET, SUITE 510 SAN FRANCISCO CA 94104

35 ABCOW STAFFING 401(K) RETIREMENT PLAN 2525 CAMINO DEL RIO SOUTH SAN DIEGO, CA 32108

36

THE BAY INSTITUTE OF SAN FRANCISCO 401(K) PLAN C/O THE BAY INSTITUTE 695 CE LONG AVE, SUITE 100 NOVATO CA 94945

37

BECK ARNLEY 401(K) PLAN HERITAGE EQUITY GROUP 401(K) SAVINGS PLAN NAILL FALLS FALLS & VEACH 1143 SEWANNEE RD. NASHVILLE, TN 37220 VIA ECF

38

BRIAN ALLEN PHOTO INDIVIDUAL 401(K) DEBORAH NIEDEMEYER 4301 2ND AVE NE SEATTLE WA 98105 VIA ECF

39

COLBERT & WINSTEAD, PC 401(K) PLAN JOHN J GRIFFIN, JR KAY GRIFFIN ENKEMA & BROTHERS PLLC 222 2ND AVE N, STE 340M NASHVILLE, TN 37201 VIA ECF


40

DEBORAH NEIDERMEYER INDIVIDUAL 401(K) DEBORAH NIEDEMEYER 4301 2ND AVE NE SEATTLE WA 98105 VIA ECF

41

EFS, INC. 401(K) PLAN ROBERT J. MENDES GMWLAWPLLC 2525 WEST END AVENUE, SUITE 1475 NASHVILLE, TN 37203 VIA ECF

42

GONZALES COUNTY HOSPITAL DISTRICT 401(K) PLAN JOHN J GRIFFIN, JR KAY GRIFFIN ENKEMA & BROTHERS PLLC 222 2ND AVE N, STE 340M NASHVILLE, TN 37201 VIA ECF

43

GRASSWORX SE, LLC 401(K) PLAN ROBERT J. MENDES GMWLAWPLLC 2525 WEST END AVENUE, SUITE 1475 NASHVILLE, TN 37203 VIA ECF

44 HERBERT E. POUNDS, JR., 401(K) PLAN HERBERT E. POUNDS, JR., P.C. 17890 BLANCO ROAD, SUITE 100 SAN ANTONIO TX 78232

45

INDEPENDENT PRESS ASSOCIATION 401(K) PLAN C/O BONNIE WALSH, TRUSTEE 2747 HILLEGASS AVENUE SAN FRANCISCO, CA 94129

46

THE HAMILTON-RYKER GROUP, LLC 401(K) PLAN HAMILTON-RYKER GROUP, LLC 947 E. MAIN P.O. BOX 1068 MARTIN TN 38237

47

J. MICHAEL CLOTHIERS, INC. RETIREMENT PLAN C/O RONALD G. STEEN, JR. STITES & HARBISON, PLLC 424 CHURCH STREET, SUITE 1800 NASHVILLE, TN 37219 VIA ECF

48

MASTRAPASQUA ASSET MANAGEMENT, INC. 401(K) PLAN ANNE C MARTIN SAM MCALLESTER BONE MCALLESTER NORTON PLLC 511 UNION STREET, STE 1600 NASHVILLE, TN 37219 VIA ECF

49 RCSIM, INC. 401(K) PLAN 912 STRATFORD DRIVE SOUTHLAKE, TX 73092


50 SUMMIT TERMINALING SERVICES, LLC RETIREMENT PLAN 7185 SHEFFIELD PLACE CUMMING, GA 30040

51 TUNED IN BROADCASTING, INC. 401(K) PLAN GARY KRAEN, CONTROLLER 1310 CLINTON STREET, SUITE 200 NASHVILLE, TN 37203

52 JIMBO’S NATURAL FAMILY, INC., 401(K) PLAN 12853 EL CAMINO REAL SAN DIEGO, CA 92130

(2) JAMES EDWARD SIMPSON 116 MALLARD DRIVE HENDERSONVILLE TN 37075


Form clkinq

United States Bankruptcy Court

MIDDLE DISTRICT OF TENNESSEECase No. 3:06−bk−05400

Chapter 11

In re: Debtor(s) (name(s) used by the debtor(s) in the last 6 years, including married, maiden, trade, andaddress):

1Point Solutions, LLC101 South Main StreetDickson, TN 37055

Social Security No.:

Employer's Tax I.D. No.:62−1833441

CLERK'S INQUIRY

Clerk Inquiry pursuant to LBR 5003−1(b). The related document has the following defect(s): Partyname(s) and/or adversary number do not agree with the record of this case. (RE: relateddocument(s)[689] Debtor−In−Possession Monthly Operating Report for Filing Period) (mdh)

Dated: 7/9/09 MATTHEW T. LOUGHNEYCourt Clerk

Case 3:06-bk-05400 Doc 691 Filed 07/09/09 Entered 07/09/09 11:53:42 Desc Clerks Inquiry Page 1 of 1



NOTICE OF CORRECTION

On July 8, 2009, the Motion for Approval of Revised Compromise and Settlement

Pursuant to Bankruptcy Rule 9019 (Docket 690), including Exhibits A and B, was filed with the

Court.

Because of a clerical error, Exhibit A was filed twice and Exhibit B was not filed.

Exhibit B (Settlement Agreement and Release of Claims) is attached to this Notice of

Correction.



Case 3:06-bk-05400 Doc 693-1 Filed 07/13/09 Entered 07/13/09 15:51:31 Desc Exhibit EXHIBIT B - Settlement Agreement and Release of Claims Page 1 of 11



ORDER

This cause came on to be heard upon the motion of John C. McLemore, Trustee, pursuant



















SO ORDERED.






ORDER

This cause came on to be heard upon the motion of John C. McLemore, Trustee, pursuant










Dated: 07/30/09










SO ORDERED.



This Order has Been electronically signed. The Judge's signature and Court's seal appear at the top of the first page. United States Bankruptcy Court.


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