Exhibit 10.1
    

    

    

    
      UNITED STATES DISTRICT COURT
SOUTHERN
      DISTRICT OF NEW YORK
    

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

    
      SECURITIES AND EXCHANGE COMMISSION
    

    
                                              Plaintiff,
    

    
                                             -against-
    

    
    	
          
            ESCALA GROUP, INC.,
          

        	
          
            C.A. No. __-____
          

        


    

    
                                              Defendant.
    

    
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      CONSENT OF DEFENDANT ESCALA GROUP, INC.
    

    

    

    
                1.        Defendant Escala Group, Inc. ("Defendant") waives
      service of a summons and the complaint in this action, enters a general
      appearance, and admits the Court’s jurisdiction over Defendant and over
      the subject matter of this action.
    

    
                2.        Without admitting or denying the allegations of the
      complaint (except as to personal and subject matter jurisdiction, which
      Defendant admits), Defendant hereby consents to the entry of the final
      Judgment in the form attached hereto (the "Final Judgment") and
      incorporated by reference herein, which, among other things permanently
      restrains and enjoins Defendant from violation of:
    

    
      (a)  Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule
      10b-5 thereunder [17 C.F.R. § 240.10b-5];  
    

    
      (b)  Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules
      12b-20, 13a-1 and 13a-13 thereunder [17 C.F.R §§ 240.12b-20, 240.13a-1,
      and 240.13a-13]; and
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)  Sections 13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. §
      78m(b)(2)(A) and (B)].
    

    
                3.        Defendant waives the entry of findings of fact and
      conclusions of law pursuant to Rule 52 of the Federal Rules of Civil
      Procedure.
    

    
                4.        Defendant waives the right, if any, to a jury trial
      and to appeal from the entry of the Final Judgment.
    

    
                5.        Defendant enters into this Consent voluntarily and
      represents that no threats, offers, promises, or inducements of any kind
      have been made by the Commission or any member, officer, employee,
      agent, or representative of the Commission to induce Defendant to enter
      into this Consent.
    

    
                6.        Defendant agrees that this Consent shall be
      incorporated into the Final Judgment with the same force and effect as
      if fully set forth therein.
    

    
                7.        Defendant will not oppose the enforcement of the
      Final Judgment on the ground, if any exists, that it fails to comply
      with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby
      waives any objection based thereon.
    

    
                8.        Defendant waives service of the Final Judgment and
      agrees that entry of the Final Judgment by the Court and filing with the
      Clerk of the Court will constitute notice to Defendant of its terms and
      conditions.  Defendant further agrees to provide counsel for the
      Commission, within thirty days after the Final Judgment is filed with
      the Clerk of the Court, with an affidavit or declaration stating that
      Defendant has received and read a copy of the Final Judgment.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                9.        Consistent with 17 C.F.R. 202.5(f), this Consent
      resolves only the claims asserted against Defendant in this civil
      proceeding.  Defendant acknowledges that no promise or representation
      has been made by the Commission or any member, officer, employee, agent,
      or representative of the Commission with regard to any criminal
      liability that may have arisen or may arise from the facts underlying
      this action or immunity from any such criminal liability.  Defendant
      waives any claim of Double Jeopardy based upon the settlement of this
      proceeding, including the imposition of any remedy or civil penalty
      herein.  Defendant further acknowledges that the Court's entry of a
      permanent injunction may have collateral consequences under federal or
      state law and the rules and regulations of self-regulatory
      organizations, licensing boards, and other regulatory
      organizations.  Such collateral consequences include, but are not
      limited to, a statutory disqualification with respect to membership or
      participation in, or association with a member of, a self-regulatory
      organization.  This statutory disqualification has consequences that are
      separate from any sanction imposed in an administrative proceeding.  In
      addition, in any disciplinary proceeding before the Commission based on
      the entry of the injunction in this action, Defendant understands that
      it shall not be permitted to contest the factual allegations of the
      complaint in this action.
    

    
                10.       Defendant understands and agrees to comply with the
      Commission's policy "not to permit a defendant or respondent to consent
      to a judgment or order that imposes a sanction while denying the
      allegation in the complaint or order for proceedings."  17 C.F.R.
      § 202.5.  In compliance with this policy, Defendant agrees: (i) not to
      take any action or to make or permit to be made any public statement
      denying, directly or indirectly, any allegation in the complaint or
      creating the impression that the complaint is without factual basis; and
      (ii) that upon the filing of this Consent, Defendant hereby withdraws
      any papers filed in this action to the extent that they deny any
      allegation in the complaint.  If Defendant breaches this agreement, the
      Commission may petition the Court to vacate the Final Judgment and
      restore this action to its active docket.  Nothing in this paragraph
      affects Defendant’s: (i) testimonial obligations; or (ii) right to take
      legal or factual positions in litigation or other legal proceedings in
      which the Commission is not a party.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                11.       Defendant hereby waives any rights under the Equal
      Access to Justice Act, the Small Business Regulatory Enforcement
      Fairness Act of 1996, or any other provision of law to seek from the
      United States, or any agency, or any official of the United States
      acting in his or her official capacity, directly or indirectly,
      reimbursement of attorney’s fees or other fees, expenses, or costs
      expended by Defendant to defend against this action.  For these
      purposes, Defendant agrees that Defendant is not the prevailing party in
      this action since the parties have reached a good faith settlement.
    

    
                12.       In
      connection with this action and any related judicial or administrative
      proceeding or investigation commenced by the Commission or to which the
      Commission is a party, Defendant (i) agrees to appear and be interviewed
      by Commission staff at such times and places as the staff requests upon
      reasonable notice; (ii) will accept service by mail or facsimile
      transmission of notices or subpoenas issued by the Commission for
      documents or testimony at depositions, hearings, or trials, or in
      connection with any related investigation by Commission staff; (iii)
      appoints Defendant's undersigned attorney as agent to receive service of
      such notices and subpoenas; (iv) with respect to such notices and
      subpoenas, waives the territorial limits on service contained in Rule 45
      of the Federal Rules of Civil Procedure and any applicable local rules,
      provided that the party requesting the testimony reimburses Defendant's
      travel, lodging, and subsistence expenses at the then-prevailing U.S.
      Government per diem rates; and (v) consents to personal jurisdiction
      over Defendant in any United States District Court for purposes of
      enforcing any such subpoena.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                13.       Defendant agrees that the Commission may present the
      Final Judgment to the Court for signature and entry without further
      notice.
    

    
                14.       Defendant agrees that this Court shall retain
      jurisdiction over this matter for the purpose of enforcing the terms of
      the Final Judgment.
    

    

    

    
    	

        	
          Escala Group, Inc.
        
	

        	
           
        
	
          Dated: March 16, 2009
        	
          
            By: /s/ Carol Meltzer
          

        
	

        	
          Carol Meltzer
        
	

        	
          General Counsel and EVP
        
	

        	
          5 Francis J. Clarke Circle
        
	

        	
          Bethel, CT 06801
        


    

    

    

    
      On ______________, 2009, ________________________, a person known to me,
      personally appeared before me and acknowledged executing the foregoing
      Consent.
    

    

    

    

    

    
    	
           
        	
          
            /s/ LuAnn Praska
          

        
	

        	
          Notary Public
        
	

        	
          Commission expires:
        


    

    

    

    

    

    
      Approved as to form:

/s/ Arthur H. Aufses
Arthur H.
      Aufses III
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of
      the Americas
New York, NY 10036-2714
(212) 715-9100
Attorney
      for Defendant
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ESCALA GROUP, INC. LIMITED CERTIFICATE OF
      CORPORATE RESOLUTION
    

    

    

    
      I, Carol Meltzer, do hereby certify that I am the duly elected,
      qualified and acting General Counsel and Executive Vice President of
      Escala Group, Inc., and that the following is a complete and accurate
      copy of a resolution adopted by the Board of Directors of Escala Group,
      Inc. at a meeting held on March 16, 2009 at which a quorum was present
      and resolved as follows:
    

    

    

    
      RESOLVED: That Carol Meltzer, an Officer of this Corporation, be
      and hereby is authorized to act on behalf of the Corporation, and in her
      sole discretion, to negotiate, approve, and enter into the Consent of
      Escala Group, Inc., attached hereto, to the United States Securities and
      Exchange Commission (“Commission”) in connection with the investigation
      conducted by the Commission; in this connection, the aforementioned
      Officer be and hereby is authorized to undertake such actions as she may
      deem necessary and advisable, including the execution of such
      documentation as may be required by the Commission, in order to carry
      out the foregoing.
    

    

    

    
      I further certify that the aforesaid resolution has not been amended or
      revoked in any respect and remains in full force and effect.
    

    

    

    
      IN WITNESS WHEREOF, I have executed this Certificate as a sealed
      instrument this 16th day of March 2009.
    

    

    

    
    	
           
        	
          By:
        	
          
            /s/ Carol Meltzer
          

        
	

        	

        	
          Carol Meltzer
        
	

        	
          General Counsel and EVP
        
	

        	

        	
          Escala Group, Inc.
        


    

    

    

    
                     STATE OF _________                    }
    

    
                                                                      }         SS:
COUNTY
      OF __________                   }

    

    

    

    
                The foregoing instrument was acknowledged before me this 16th
      day of March, 2009, by Carol Meltzer, who _X_ is personally known to me
      or ___who has produced a ________ driver's license as identification and
      who did take an oath.
    

    

    

    
      /s/ LuAnn Praska
Notary Public
State of ________
Commission
      Number                       :
Commission
      Expiration                   :

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      UNITED STATES DISTRICT COURT
SOUTHERN
      DISTRICT OF NEW YORK
    

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

    
      SECURITIES AND EXCHANGE COMMISSION
    

    
                                              Plaintiff,
    

    
                                             -v-
    

    
    	
          
            ESCALA GROUP, INC.,
          

        	
          
            09 Civ. ______
          

        


    

    
                                              Defendant.
    

    
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      FINAL JUDGMENT AS TO DEFENDANT ESCALA
      GROUP, INC.
    

    

    

    
      The Securities and Exchange Commission having filed a Complaint and
      Defendant Escala Group, Inc. having entered a general appearance;
      consented to the Court’s jurisdiction over Defendant and the subject
      matter of this action; consented to entry of this Final Judgment without
      admitting or denying the allegations of the Complaint (except as to
      jurisdiction); waived findings of fact and conclusions of law; and
      waived any right to appeal from this Final Judgment:
    

    
      I.
    

    
      IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant and
      Defendant's agents, servants, employees, attorneys, and all persons in
      active concert or participation with them who receive actual notice of
      this Final Judgment by personal service or otherwise are permanently
      restrained and enjoined from violating, directly or indirectly, Section
      10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") [15
      U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R.
      § 240.10b-5], by using any means or instrumentality of interstate
      commerce, or of the mails, or of any facility of any national securities
      exchange, in connection with the purchase or sale of any security: to
      employ any device, scheme, or artifice to defraud; to make any untrue
      statement of a material fact or to omit to state a material fact
      necessary in order to make the statements made, in the light of the
      circumstances under which they were made, not misleading; or to engage
      in any act, practice, or course of business which operates or would
      operate as a fraud or deceit upon any person.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      II.
    

    
      IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant and
      Defendant's agents, servants, employees, attorneys, and all persons in
      active concert or participation with them who receive actual notice of
      this Final Judgment by personal service or otherwise are permanently
      restrained and enjoined from violating, directly or indirectly, Section
      13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1
      and 13a-13 thereunder [17 C.F.R §§ 240.12b-20, 240.13a-1, and
      240.13a-13] by filing with the SEC financial statements that contain
      untrue statements of material fact or omit to state material facts
      required to be stated therein or necessary to make the statements made
      not misleading.
    

    
      III.
    

    
      IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant and
      Defendant's agents, servants, employees, attorneys, and all persons in
      active concert or participation with them who receive actual notice of
      this Final Judgment by personal service or otherwise are permanently
      restrained and enjoined from violating, directly or indirectly, Sections
      13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)&(B)]
      by failing to keep books, records, nad accounts which, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions
      of the assets of the issuer, and by failing to devise and maintain a
      system of internal accounting controls sufficient to provide reasonable
      assurances that its transactions are recorded in conformity with
      Generally Accepted Accounting Principals.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      IV.
    

    
      IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
      incorporated herein with the same force and effect as if fully set forth
      herein, and that Defendant shall comply with all of the undertakings and
      agreements set forth therein.
    

    

    

    
      V.
    

    
      IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall
      retain jurisdiction of this matter for the purposes of enforcing the
      terms of this Final Judgment.
    

    

    

    
      VI.
    

    
      There being no just reason for delay, pursuant to Rule 54(b) of the
      Federal Rules of Civil Procedure, the Clerk is ordered to enter this
      Final Judgment forthwith and without further notice.
    

    

    

    
    	
          Dated: ______________, _____
        	

        
	

        	
          ____________________________________
        
	

        	
          UNITED STATES DISTRICT JUDGE