ex10-1.htm


    Exhibit 10.1


     

    SETTLEMENT
AGREEMENT AND GENERAL RELEASE

     

     

    
      THIS
SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter “Settlement Agreement”) is
entered into on January 21, 2010, by and between PROFESSIONAL BUSINESS BANK, a
California corporation, BELVEDERE
SOCAL, a
California corporation, WILLIAM BARIBAULT, an individual, STEVAN SAYLOR, an
individual, NORMAN O. BROYER, an individual, DAVID CRONENBOLD, JR., an
individual, LANDAMERICA SOUTHLAND
TITLE, and
LANDAMERICA FINANCIAL GROUP, INC. on the one hand (collectively referred to as
‘PBB Parties”), CALCOUNTIES TITLE NATION, INC., a California corporation
(referred to as “CalCounties”), TEAM
NATION HOLDING, INC., a
California corporation, TEAM NATION HOLDINGS, INC., a Nevada corporation doing
business in California as TEAM NATION HOLDINGS MANAGEMENT CORP. (collectively
referred to as the “Team
Nation Parties”), DENNIS R.
DUFFY, an individual, CHARLOTTE K. DUFFY, an individual,. DENNIS R. DUFFY and
CHARLOTTE K. DUFFY, Trustees of The Duffy Family Trust dated June 11, 1984 as
Amended and Restated
September 14, 2007, NORMAN J.
FRANCIS, an individual, LOUISE K. OSHIRO, an individual, DANIEL J. DUFFY, an
individual, CYNTHIA S. DUFFY, an individual, DANIEL JAMES DUFFY and CYNTHIA
SUZANNE DUFFY, as
Trustees of The Duffy Family
Revocable Living Trust dated October 25, 2005, JANIS OKERLUND, an individual,
JANIS OKERLUND, as Trustee of The Janis Okerlund Revocable Living Trust dated
October 31, 2005 (collectively
referred to as the “Guarantors”),
DAVID W. OKERLUND, an individual, DONNA WILLITS, an individual, VISION
MANAGEMENT SOLUTIONS, LLC, a California Limited Liability company, and KE
ENTERPRISES, INC., a
California corporation, all collectively
referred to as the “Excluded Parties”, and all collectively referred to as the
“Parties” with respect to the following:

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    RECITALS

     

    A.   A Complaint
for negligence per se, breach of fiduciary duty, breach of implied covenant of
good faith and dealing, negligent interference with respect to business
advantage, intentional interference with respect to business
advantage, slander per se, public disclosure of private facts, violation of
Business and Professions Code 17200 and Declaratory Relief entitled Team Nation
Holding, Inc. et al v. Professional Business Bank, et al., was filed in
Orange
County Superior Court under Case No. 30-2008-00111650 (the “Complaint”) on
September 8, 2008. On or about October 2, 2008, a Demand for Arbitration for
(including, but not limited to) Breach of Contract, Breach of Guaranty
Agreements, Fraudulent Transfer and Fraudulent Obligation was filed by
Professional Business Bank against Team Nation Holding, Inc., Dennis R. Duffy,
Charlotte K. Duffy, Dennis R. Duffy and Charlotte K. Duffy, individually
and as Trustees of the Duffy Family Revocable Living Trust dated June 11, 1985;
Norman J. Francis, Louise K. Oshiro, Daniel J. Duffy, individually and as
Trustee of the Duffy Family Revocable Living Trust dated October
25, 2005, Cynthia S. Duffy, individually and as Trustee of the Duffy Family
Revocable Living Trust dated October 25, 2005, Janis Okerlund, David W.
Okerlund, Donna Willits, Vision Management Solutions, LLC, KE Enterprises,
Inc. and Dennis R. Duffy and
Charlotte K. Duffy, Trustees of the Duffy Family Trust dated June 11, 1984 with
the American Arbitration Association. There were various amendments to the sets
of claims and the Court ordered
arbitration and consolidation of all pending matters before the American
Arbitration Association, under Case No. 72148Y0100508. All of these various
claims are collectively referred to herein as the “Lawsuit”.

     

    B.     The Parties
hereto have agreed to settle this matter, including all of the claims in the
Lawsuit and execute documentation to effectuate the terms of the settlement as
set forth herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    THEREFORE,
it is agreed by and between the Parties hereto, as follows:

     

    1.     There are
currently Certificates of Deposits (CDs”) held at Professional Business
Bank in
the interest of the Team Nation Parties (a list of the accounts is attached
hereto as Exhibit
1) that will be paid immediately upon performance
of all actions required under this Settlement
Agreement to Professional Business Bank.

     

    2.     Professional
Business Bank will provide financing, that supersedes and amends prior financing
terms as set forth in this Settlement Agreement, to Team Nation Holding, Inc., a
California corporation for $2.75
million at the rate
of 5% interest with monthly payments starting at $20,000 a month increasing by
$5,000 increments each year for 5 years with a balloon payment due at the end of
the 5 year term, with payment commencing January 26, 2010 and due
on the 26th of
each month thereafter throughout the 5 year term. This financing will repay two
notes, specifically Note #300679 for $2,381,494.43, principal outstanding and
Note #300767 for $999,797.01 principal outstanding. The CDs
amount referenced in paragraph 1 will be applied to Note #3 00767 and the
monthly payments will be applied to Note #3 00767 first, then Note
#300679.

     

    3.     If Team
Nation Holding, Inc., a California corporation is able to pay off the
above-referenced financing in full on or before 12 months from the date of
execution of this Settlement Agreement, Professional Business Bank
will apply an additional discount of
Two Hundred Fifty Thousand Dollars ($250,000) to the principal amount except
that any accrued interest to date will remain owing and
payable.

     

    4.     There will be
no prepayment penalties incurred by Team Nation Holdings, Inc. in payment of the
financing referenced in paragraph 2.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.   Personal Guaranty Agreements in the form
attached as Exhibit 2 will be executed by all of above-referenced Team Nation
Parties and the Guarantors as part of this Settlement Agreement.

     

    6.     Currently,
four individuals own shares in Cal Counties Title Nation, Inc. namely, Dennis R.
Duffy, Daniel Duffy, Janice Okerlund and Norman J. Francis (or Mr. Francis
intends to acquire a 25% interest such that these will be the
four shareholders of the CalCounties Title Nation, Inc.). These four individuals
individually or collectively, their successors, heirs or assigns are required to
maintain a controlling interest (51% or
more) in CalCounties Title Nation,
Inc. at all times during the above-referenced 5 year term
of the financing. If for any reason the shares of the four individuals are
diluted to total less than 51%, the financing will become immediately due and
payable in full. Further,
the shareholders of CalCounties Title Nation, Inc. have an obligation to
immediately report such dilution of shares to Professional Business
Bank.

     

    7.     A stipulated
judgment will be executed against the Team Nation Parties and the Guarantors, in
favor of Professional Business Bank for $3,215,062.37 to be filed and entered if
a default occurs. The total amount of this stipulated
judgment will be adjusted for payments and accrued and unpaid interest as
provided in this Settlement Agreement. A default is defined as a failure to
timely make a monetary payment that is due and owing under the terms
of this
Settlement Agreement. If any such payment is not timely made, the Team Nation
Parties will have an opportunity to cure the default within 15 days of receiving
notice of such default via email to Ms. Okerlund at janis@teamnationholdings.com.
If such cure does not take place, the stipulated judgment will be filed and
entered in the Court where these matters where initially pending. A dismissal
with prejudice of the Excluded Parties only will be
filed
concurrently with the entry of the stipulated judgment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.     The
attachment liens that were obtained during the above-referenced litigation will
be released upon the execution by all Parties of this Settlement Agreement and
the execution of the Personal Guaranties by Guarantors. Attached
hereto as Exhibit 3 is a copy of a letter, the original of which will be signed
by counsel for the PBB Parties and provided to the Team Nation Parties for their
use in obtaining releases of the attachment liens. This provision will be
satisfied by the PBB Parties upon tender of the original signed letters (one for
each of three counties) to the Team Nation parties’ representative.

     

    9.      The
Team Nation Parties will all provide quarterly financial reports to Professional
Business Bank in the form and on the date they are required to provide the same
to their regulatory agencies.

     

    10.            This
Settlement Agreement does not require any banking relationship between the Team
Nation Parties and Professional Business Bank other than that set forth in this
Settlement Agreement.

     

    11.    Upon receipt of
this Settlement Agreement executed in full, counsel for Professional Business
Bank will notify the American Arbitration Association that this matter is
settled so that it can be dismissed. Counsel for the Parties
will also execute dismissals with prejudice of the Lawsuit, except for providing
the Court, pursuant to CCP 664.6, the ability to retain jurisdiction to enforce
the terms of this Settlement Agreement and enter a possible judgment
pursuant
to stipulation as set forth herein, if necessary.

     

    12.    All Parties agree
to cooperate as necessary with the execution of any documents referenced in this
Settlement Agreement. If those documents are not executed, this Settlement
Agreement will not be deemed to have been
fully executed. In other words, the date that the Settlement Agreement will be
deemed executed is the date upon which the Settlement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Agreement
and all required documentation is executed. All documents must be executed on or
before January 22, 2010.

     

    13.    Other than the
obligations set forth in this Settlement Agreement, the Stipulated Judgment,
should it be entered, and the personal guaranties to be executed by the Team
Nation Parties and the Guarantors, all Parties including,
all individually named Parties, the PBB Parties, CalCounties, the Team Nation
Parties, the Guarantors, and the Excluded Parties do hereby release and forever
discharge each other and all of their respective employees, representatives,
successors, agents, attorneys, directors from any and all manner of action or
actions, cause or causes of actions, suits, debts, liens, liability, claims,
demands, damages, losses, costs or expenses, of any nature whatsoever,
known or unknown, fixed or contingent arising out of or connected with the
litigation.

     

    14.    The Parties
acknowledge that they are familiar with the provisions of California Civil Code
§
1542, which provides as follows:

     

    “A
general release does not extend to claims which the creditor

     

    does not
know or suspect to exist in his favor at the time of

     

    executing
the release, which if known by him, must have

     

    materially
affected his settlement with the debtor”

     

    The
Parties waive their rights under this section and any other statutes, or common
law principles of
similar effect, other than the obligations set forth in this Settlement
Agreement, the Stipulated Judgment,
should it be entered, and

    the
personal guaranties to be executed by the Team Nation Parties
and Guarantors.

     

    15.           
The Parties have been represented in the Lawsuit and in the preparation
of this Settlement Agreement by independent counsel of their own choice. The
Parties agree that this

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Settlement
Agreement is being executed voluntarily and that each has been given a
reasonable amount of time to consider the terms of this Settlement Agreement
before executing this Settlement Agreement.

     

    16.     Pursuant to
Evidence Code section 1123(b), this Settlement Agreement is enforceable, binding
and admissible in a court of law, and shall be binding upon, and shall inure to
the benefit of the representative heirs, successors,
representatives
and assigns of the Parties hereto. The Court shall retain jurisdiction until all
the terms of this Settlement Agreement have been carried out, pursuant to Code
of Civil Procedure Section 664.6.

     

    17.    The Parties hereto
shall execute all other documents as may be necessary and proper to carry out
the terms of this Agreement.

     

    18.    The Parties
acknowledge that they may hereafter discover facts different from or in addition
to those they now know or believe to be true with respect to the claims,
demands, causes of action, obligations, damages and liabilities
of any nature whatsoever that are the subject of the release set forth in
paragraph 13 of this Settlement Agreement, and they expressly agree to assume
the risk of the possible discovery of additional or different facts, and
agree
that this Settlement Agreement shall be and remain effective in all respects,
regardless of such additional or different facts.

     

    19.    The Parties warrant
that they have made no assignment, and will make no assignment, of any claim,
chose in action, right of action, or any right of any kind whatsoever, embodied
in any of their claims of any kind referred
to herein,
and that no other person or entity had or has any interest in any of the
demands, obligations, actions, causes of action, debts, liabilities, rights,
contracts, damages, attorneys’ fees, costs, expenses, losses, or claims
referred
to herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    20.    This Settlement
Agreement constitutes the entire agreement between the Parties who have executed
it and supersedes any and all other agreements, understandings, negotiations or
discussions, either oral or in writing, express
or implied, between the Parties to this Settlement Agreement. The Parties to
this Settlement Agreement each acknowledge that no representations, inducements,
promises, agreements or warranties, oral or otherwise, have been made
by them, or anyone acting on their behalf, which are not embodied in this
Settlement Agreement, that they have not executed this Settlement Agreement in
reliance on any such representation, inducement, promise, agreement
or warranty, and that any representation, inducement, promise, agreement or
warranty not contained in this Settlement Agreement, including, but not limited
to, any purported supplements, modifications, or terminations of this
Settlement Agreement shall be valid or binding, unless executed in writing by
all of the Parties to this Settlement Agreement.

     

    21.    This Settlement
Agreement is made and entered into in the State of California and shall in all
respects be interpreted, enforced and governed under the laws of said
State.

     

    22.    All Parties hereto
will bear their own attorneys’ fees and costs incurred in connection with the
prosecution or defense of the Lawsuit and the preparation of this Settlement
Agreement.

     

    23.    Any dispute arising
out of this Settlement Agreement will be subject to arbitration in Los Angeles
County pursuant to the American Arbitration Association Commercial Arbitration
Rules. In the event any Party hereto initiates
legal proceedings against the other to enforce or interpret the provisions of
this Settlement Agreement, the prevailing Party in such litigation shall be
entitled to recover her or his reasonable attorneys’ fees and costs of
litigation
from the Party not prevailing.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    24.    This Settlement
Agreement may be executed in counterparts and when signed by all Parties hereto
shall constitute one single document.

     

    25.   Should any of the provisions of
paragraphs 1 through 10 need to be modified, altered or terminated by
mutual consent, the only Parties needed to execute such a modification, etc. are
Professional Business Bank on the one hand and the TEAM Nation Parties and the
Guarantors on the other hand.

     

    THE
PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT CAREFULLY, AS THIS
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.

     

    
    

     

    
      	DATED: January 21,
      2010	 	PROFESSIONAL
      BUSINESS BANK, a California
      corporation
	 	 	 
	 	 	By: /s/ Mary Lynn D.
      Lenz                  
      
	 	 	Title: President
      & CEO
	 	 	 
	 	 	 
	DATED: January 19,
      2010	 	 /s/ William
      Baribault                           
	 	 	WILLIAM
      BARIBAULT
	 	 	 
	 	 	 
	DATED: January 20,
      2010	 	/s/ Stevan
      Saylor                                     
      
	 	 	
              STEVAN
      SAYLOR

            
	 	 	 
	 	 	 
	DATED: January 19,
      2010	 	/s/ Norman O.
Broyer
	 	 	
              NORMAN
      O. BROYER

            
	 	 	 


    

     

    


     

    ****SIGNATURES
ON NEXT PAGE****

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
           

          
            	DATED: January __,
      2010	 	BELVEDERE SOCAL, a California
      corporation
	 	 	 
	 	 	By:                                                         
	 	 	Title: 
	 	 	 
	 	 	 
	DATED: January
      21 , 2010	 	                                                                  
      
	 	 	DAVID CRONENBOLD,
      JR.
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	TEAM NATION HOLDING, INC., a
      California corporation
	 	 	 
	 	 	By:                                                         
	 	 	Title:
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	
                    TEAM NATIONS HOLDINGS, INC., a Nevada 

                    corporation doing business as TEAM 

                    NATION HOLDINGS MANAGEMENT CORP.

                  
	 	 	 
	
                  	 	By:                                                         
	 	 	Title:
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	CALCOUNTIES TITLE
      NATION, INC., a
      California corporation
	 	 	 
	 	 	By:                                                         
	 	 	Title:
	 	 	 
	 	 	                                                                 
      
	 	 	 
	DATED: January __,
      2010	 	
                    DENNIS R.
      DUFFY, individually and as trustee of the 

                    Duffy
      Family Trust dated June 11, 1984 as Amended 

                    and
      Restated September 14, 2007

                  
	 	 	 


          

           

        

      

       

    

     

    ****SIGNATURES
ON NEXT PAGE****

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
         

        
          
             

            
              
                	DATED: January __,
      2010	 	                                                                 
      
	 	 	
                        CHARLOTTE
      K. DUFFY, individually and as trustee 

                        of the
      Duffy Family Trust dated June 11, 1984 as 

                        Amended
      and Restated September 14, 2007

                      
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	                                                                  
      
	 	 	NORMAN J.
      FRANCIS
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	                                                                  
      
	 	 	LOUISE K.
      OSHIRO
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	
                                                                                          
      

                      
	 	 	
                        DANIEL
      J. DUFFY, individually and as trustee of

                        The
      Duffy Family Revocable Living Trust dated

                        October
      25, 2005

                      
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	
                                                                                          
      

                      
	 	 	
                        CYNTHIA
      S. DUFFY, individually and as trustee of

                        The
      Duffy Family Revocable Living Trust dated

                        October
      25, 2005

                      
	 	 	
                      
	 	 	 
	DATED: January __,
      2010	 	                                                                 
      
	 	 	
                        JANIS
      OKERLUND, individually and as trustee of

                        The
      Janis Okerlund Revocable Living Trust dated

                        October
      31, 2005

                      
	 	 	
                      
	 	 	 
	DATED: January __,
      2010	 	
                                                                                         
      

                      
	 	 	DAVID W.
      OKERLUND


              

               
****SIGNATURES ON NEXT PAGE****

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	 	 
	DATED: January __,
      2010	 	
                        VISION
      MANAGEMENT SOLUTIONS, LLC, a 

                        California
      Limited Liabilty company

                      
	 	 	 
	 	 	By:                                                         
	 	 	Title:
	 	 	 
	 	 	 
	DATED: January __,
      2010	 	KE ENTERPRISES,
      INC., a California corporation
	 	 	 
	 	 	By:                                                         
	 	 	Title:


              

            

             

          

        

         

      

    

    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


      Exhibit
1

       

      Certificates
of Deposit held at Professional Business Bank under the following account
names:

       

      Dennis
Duffy #6864 $106,239.02 principal, interest thru 1/14/10 $109.12 accrues at
$2.18/day;

      Dan Duffy
#7077 $52,529.36
principal, interest thru 1/14/10 $88.48 accrues at
$2.16/day;

      Dan Duffy
#6863 $53,236.87
principal, interest thru 1/14/10 $54.66 accrues at
$1.09/day;

      Team
Nation Holding Corporation #7093 $106,592.84 principal,
interest 1/14/10 today $96.37

      accrues
at $4.38/day;

      Janis
Okerlund #6865
$53,243.17 principal, interest thru 1/14/10 $54.68 accrues at
$1.09/day;

      Janis
Okerlund #7076 $52,529.36 principal, interest thru 1/14/10 $88.48 accrues at
$2.16/day;

      and

      Norman
Francis #6866 $107,072.04 principal, interest thru 1/14/10 $110.00 accrues at
$2.20/day.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
3

       

      
        HAHN HAHN LLP

      

      
        
          
            
              
                	
                        LEONARD
      M. MARANGI*

                      	INCLUDING PROFSSSIONAL
      CORPORATIONS	BENJAMIN W. HAHN
1869-1932
	
                        WILLIAM
      S. JOHNSTONE, JR.*

                      	LAWYERS	EDWIN F. HAHN 1872-1961
	
                        DON
      MIKE ANTHONY

                      	NINTH FLOOR	HERBERT L. HAHN
      1893-1982
	
                        WILLIAM
      K. HENLEY*

                      	301 EAST COLORADO
      SOULEVARD	STANLEY L. HAHN
      1910-2005
	
                        CLARK
      R. BYAM*

                      	PASADENA,
      CALIFORNIA 91101-1977	
                      
	
                        MARC
      R. ISAACSON*

                      	 	RETIRED
    PARTNERS
	SUSAN T.
      HOUSE*	 	DAVID K.
      ROBINSON
	DIANNE H.
      BUKATA	 	LOREN H. RUSSELL
      
	GENE E. GREGG,
      JR.	January 14,
      2010	RICHARD L. HALL
	R. SCOTT
      JENKINS*	 	 
	DALE R.
    PELCH*	 	OF
COUNSEL
	KARL I.
      SWAIDAN	 	GEORGE R. BAFFA
	CHRISTIANNE F.
      KERNS	 	JULIETTE M. HARRHY
	LAURA V.
      FARBER	 	 
	CHRISTOPHER J.
      CURRER	 	TELEPHONE
	TODD R.
    MOORE	 	(626) 796-9123
	CANDICE K.
      ROGERS	 	 
	RITA M.
    DIAZ	 	FACSIMILE
	KARLA C.
      SERENTSEN	 	(626) 449-7357
	HAEGYUNG
      CHO	 	 
	RYAN
      A. KAYE	 	AUTHOR’S E-MAIL
	
                      	 	
                        ifarber@hahnlawyers.com

                      


              

               

            

          

        

      

      
        * PROFESSIONAL
CORPORATION


         

        San
Bernardino County Sheriffs Department

        Attention: Veronica Schofield

        157 W. 5th Street, 3rd Floor

        San Bernardino, California 92415

         

        
          Re:  
Request for Release of Attachment Lien 

          Orange
County Civil Case No. 30-2008-00111650

          SBCSD File No.
09-13259

        

         

        Dear Ms. Shofield:

        
           

          I am the
attorney of record for Professional Business Bank (“PBB”), Plaintiff in the
above-entitled civil action.

           

          On May
26, 2009, PBB secured an attachment lien against real property situated in San
Bernardino County California, by recording a Notice of Attachment and Writ of
Attachment in the San Bernardino County Recorder’s Office.

           

          This
letter serves as PBB'ss formal request that your office effect a release of the
above- referenced lien, by issuing a Notice of Release for the property, by
recording the same in the San Bernardino County Recorder’s Office, and by taking
any further action necessary to release the lien.

           

          The
information you will require to effect the release of the lien, including the
description of the property, is as follows:

          
             

            
              
                	Property
      Address:	42595 Ruben Way, Big Bear Lake,
  
	
                      	California
      92315
	
                      	 
	Legal
      Description:	Lot 19 of Tract
      10924, in the City of Big Bear
	
                      	Lake, County of San
      Bernardino, California, as
	
                      	per map recorded in
      Book 155, Pages 30 and
	
                      	31, Maps of Record,
      in the Office of the
	
                      	
                        County
      Recorder of said County

                      


                
 

              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

                 

               

              
                San
Bernardino County Sheriffs Department

                January
14, 2010

                Page
2

              

               

               

               

              
                 

                
                  
                    	Property
      Owner:	
                            Defendant,
      Donna Willits. (Defendant’s

                            mailing
      address is believed to be 4236 Elliot

                            Trail,
      Frazier Park, California 93225)

                          
	
                          	 
	Additional
      Defendants:	
                            Dennis
      R. Duffy and Charlotte K. Duffy, as

                            Trustees
      of the Duffy Family Trust dated July

                            11,
      1984. (Defendants’ mailing address is

                            believed
      to be 21560 Casino Ridge Road,

                            Yorba
      Linda, California 92887)

                          
	
                          	
                          
	Recording Date and
      No:	
                            May
      26, 2009; document number 2009-

                            0228324

                          
	 	 
	SBCSD File
    No.:	
                            09-13259

                          
	 	 
	Lien Amount:	
                            $1,330,000.00

                          
	 	 


                     

                    
                      Please
find enclosed a check payable to the San Bernardino County Sheriffs Department
in an amount not to exceed $40.00 and a check payable to the San Bernardino
County Recorder in an amount not to exceed $75.00, as payment for all fees
associated with the release of the attachment lien. Once the release is
effected, please send me the original recorded Notice of Release in the enclosed
self-addressed stamped envelope provided for your convenience.

                       

                      Please
contact me if you have any questions.

                       

                      Very
truly yours,

                       

                       

                       

                      Laura V.
Farber

                      of HAHN
& HAHN LLP

                       

                       

                      LVF
:nls

                      Enclosures

                       

                                  

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                

              

               

              
                
                  HAHN HAHN LLP

                

                
                  
                    
                      
                        
                          	
                                  LEONARD
      M. MARANGI*

                                	INCLUDING PROFSSSIONAL
      CORPORATIONS	BENJAMIN W. HAHN
1869-1932
	
                                  WILLIAM
      S. JOHNSTONE, JR.*

                                	LAWYERS	EDWIN F. HAHN 1872-1961
	
                                  DON
      MIKE ANTHONY

                                	NINTH FLOOR	HERBERT L. HAHN
      1893-1982
	
                                  WILLIAM
      K. HENLEY*

                                	301 EAST COLORADO
      SOULEVARD	STANLEY L. HAHN
      1910-2005
	
                                  CLARK
      R. BYAM*

                                	PASADENA,
      CALIFORNIA 91101-1977	
                                
	
                                  MARC
      R. ISAACSON*

                                	 	RETIRED
    PARTNERS
	SUSAN T.
      HOUSE*	 	DAVID K.
      ROBINSON
	DIANNE H.
      BUKATA	 	LOREN H. RUSSELL
      
	GENE E. GREGG,
      JR.	January 14,
      2010	RICHARD L. HALL
	R. SCOTT
      JENKINS*	 	 
	DALE R.
    PELCH*	 	OF
COUNSEL
	KARL I.
      SWAIDAN	 	GEORGE R. BAFFA
	CHRISTIANNE F.
      KERNS	 	JULIETTE M. HARRHY
	LAURA V.
      FARBER	 	 
	CHRISTOPHER J.
      CURRER	 	TELEPHONE
	TODD R.
    MOORE	 	(626) 796-9123
	CANDICE K.
      ROGERS	 	 
	RITA M.
    DIAZ	 	FACSIMILE
	KARLA C.
      SERENTSEN	 	(626) 449-7357
	HAEGYUNG
      CHO	 	 
	RYAN
      A. KAYE	 	AUTHOR’S E-MAIL
	
                                	 	
                                  ifarber@hahnlawyers.com

                                


                        

                         

                      

                    

                  

                

                * PROFESSIONAL
CORPORATION

              

               

               

              Riverside
County Sheriffs Department

              
                
                  Attention:
Anna
Garcia

                  46-200
Oasis Street, Room B15

                  Indio,
California 92201

                   

                  Re:
Request for Release of Attachment Lien 

                           
Orange County Civil Case No. 30-2008-00111650

                            RCSD File No.
2008039272

                  
                    


                     

                    Dear Ms.
Garcia:

                     

                     

                    I am the
attorney of record for Professional Business Bank (“PBB”), Plaintiff in the
above-entitled civil action.

                     

                    On
February 9, 2009, PBB secured an attachment lien against real property situated
in Riverside County California, by recording a Notice of Attachment and Writ of
Attachment in the Riverside County Recorder’s Office.

                     

                    This
letter serves as PBB’s formal request that your office effect a release of the
above- referenced lien, by issuing a Notice of Release for the property, by
recording the same in the Riverside. County Recorder’s Office, and by taking any
further action necessary to release the lien.

                     

                    The
information you will require to effect the release of the lien, including the
description of the property, is as follows:

                    
                       

                      
                        
                          	Property
      Address:	
                                  79680
      Rancho La Quinta, La Quinta,

                                
	
                                	California
      92253
	
                                	 
	Legal
      Description:	
                                  Lot
      8 of Tract No. 29457-1, in the City of La  

                                
	
                                	Quinta, County of
      Riverside, California, as per 
	
                                	map recorded in Book
      294, Pages 3 to 8,
	
                                	inclusive of maps,
      in the Office of the County 
	
                                	
                                  Recorder
      of said County

                                


                           

                        

                      

                    

                  

                

              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                Riverside
County Sheriffs Department

                January
14, 2010

                Page
2

                 

                
                   

                  
                     

                    
                      
                        	Property
      Owners:	
                                
                                  Defendants,
      Norman Francis and Louise

                                  Oshiro
      (Defendants’ mailing address is

                                  believed
      to be 4600 Brewster Drive, Tarzana,

                                  California
      91356)

                                

                              
	
                              	 
	Recording Date and
      No:	
                                
                                  February
      9, 2009; document number 2009-

                                  0060871

                                

                              
	 	 
	RSCD File
    No.:	
                                
                                  2008039272

                                

                              
	 	 
	Lien Amount:	
                                
                                  $734,000.00

                                

                              
	 	 


                         

                         

                        
                          Please
find enclosed a check payable to the Riverside County Sheriffs Department in an
amount not to exceed $150.00, as payment for all fees associated with the
release of the attachment lien. Once the release is effected, please send me the
original recorded Notice of Release in the enclosed self-addressed stamped
envelope provided for your convenience.

                           

                        

                      

                    

                  

                

                
                  Please
contact me if you have any questions.

                   

                  Very
truly yours,

                   

                   

                   

                  Laura V.
Farber

                  of HAHN
& HAHN LLP

                   

                   

                  LVF
:nls

                  Enclosures

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          HAHN HAHN LLP

        

        
          
            
              
                
                  	
                          LEONARD
      M. MARANGI*

                        	INCLUDING PROFSSSIONAL
      CORPORATIONS	BENJAMIN W. HAHN
1869-1932
	
                          WILLIAM
      S. JOHNSTONE, JR.*

                        	LAWYERS	EDWIN F. HAHN 1872-1961
	
                          DON
      MIKE ANTHONY

                        	NINTH FLOOR	HERBERT L. HAHN
      1893-1982
	
                          WILLIAM
      K. HENLEY*

                        	301 EAST COLORADO
      SOULEVARD	STANLEY L. HAHN
      1910-2005
	
                          CLARK
      R. BYAM*

                        	PASADENA,
      CALIFORNIA 91101-1977	
                        
	
                          MARC
      R. ISAACSON*

                        	 	RETIRED
    PARTNERS
	SUSAN T.
      HOUSE*	 	DAVID K.
      ROBINSON
	DIANNE H.
      BUKATA	 	LOREN H. RUSSELL
      
	GENE E. GREGG,
      JR.	January 14,
      2010	RICHARD L. HALL
	R. SCOTT
      JENKINS*	 	 
	DALE R.
    PELCH*	 	OF
COUNSEL
	KARL I.
      SWAIDAN	 	GEORGE R. BAFFA
	CHRISTIANNE F.
      KERNS	 	JULIETTE M. HARRHY
	LAURA V.
      FARBER	 	 
	CHRISTOPHER J.
      CURRER	 	TELEPHONE
	TODD R.
    MOORE	 	(626) 796-9123
	CANDICE K.
      ROGERS	 	 
	RITA M.
    DIAZ	 	FACSIMILE
	KARLA C.
      SERENTSEN	 	(626) 449-7357
	HAEGYUNG
      CHO	 	 
	RYAN
      A. KAYE	 	AUTHOR’S E-MAIL
	
                        	 	
                          ifarber@hahnlawyers.com

                        


                

                 

              

            

          

        

        * PROFESSIONAL
CORPORATION

        
          


           

          Orange
County Sheriffs Department

          1275
North Berkeley Avenue, Room 360

          Fullerton,
California 92832

           

          Re:
Request for Release of Attachment Liens

               
Orange County Civil Case No. 30-2008-00111650

                OCSD File Nos.
N0922651N095818

           

           

          Dear Sir
or Madam:

           

          I am the
attorney of record for Professional Business Bank (“PBB”), Plaintiff in the
above-entitled civil action.

           

          On
February 6, 2009 and May 21, 2009, respectively, PBB secured two attachment
liens against real property situated in Orange County California, by recording
Notices of Attachment and Writs of Attachment in the Orange County Recorder’s
Office.

           

          This
letter serves as PBB’s formal request that your office effect a release of the
above- referenced liens, by issuing a Notice of Release for each property, by
recording the same in the Orange County Recorder’s Office, and by taking any
further action necessary to release the liens.

           

          The
information you will require to effect releases of the liens, including the
description• of each property, is as follows:

           

          
            
              
                	Property
      Address:	
                        
                          21560
      Casino Ridge Road, Yorba Linda, California

                          92887

                        

                      
	
                      	 
	Legal
      Description:	
                        
                          Lot
      20 of Tract No. 16186, in the City of Yorba
Linda,

                        

                      
	
                      	
                        County
      of Orange, California, as per map recorded in

                      
	
                      	
                        Book
      848, Pages 7 to 14 inclusive, of Miscellaneous

                      
	
                      	
                        Maps,
      Records of Orange County, California

                      
	
                      	 
	 	 
	Property
    Owners:	
                        Defendants,
      Dennis R. Duffy and Charlotte K. Duffy, as

                        Trustees
      of the Duffy Family Trust dated July 11, 1984.

                        (The
      property is believed to be Defendants’ mailing

                        address)

                      


                 

              

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      Orange
County Sheriffs Department

      January
14, 2010

      Page
2

    

     

     

    
       

      
         

        
          
            	Recording Date and
      No:	
                    
                      
                        May
      21, 2009; document number 2009000257719

                      

                    

                  
	 	 
	OCSD File
    No.:	
                    
                      
                        N0922651

                      

                    

                  
	 	 
	Lien Amount:	
                    
                      
                        $793,491.84

                      

                    

                  
	 	 
	Property
      Address:	
                    3978 Sage
      Ridge Drive, Yorba Linda, California 

                    92887

                  
	 	 
	Legal
      Description:	
                    Lot
      8 of Tract No. 16186, as shown on a map recorded in 

                    Book
      848, Pages 7 to 14 inclusive, of Miscellaneous

                    Maps,
      Records of Orange County, California

                  
	 	 
	Property
    Owners:	
                    Defendants,
      Daniel J. Duffy and Cynthia S. Duffy, as 

                    Trustees
      of the Duffy Family Revocable Living Trust 

                    dated
      October 25, 2005. (The property is believed to be 

                    Defendants'
      mailing address)

                  
	 	 
	Recording Date and
      No:	
                    February
      6, 2009; document number 2009000053984

                  
	 	 
	OCSD File
    No.:	
                    N095818

                  
	 	 
	Lien Amount:	
                    $100,000.00

                  
	 	 


             

             

            
              Please
find enclosed a check payable to the Orange County Sheriffs Department in an
amount not to exceed $250.00, as payment for all fees associated with the
release of the attachment liens from both properties. Once the releases are
effected, please send me the original recorded Notices of Release in the
enclosed self-addressed stamped envelope provided for your
convenience.

               

               

              
                Please
contact me if you have any questions.

                 

                Very
truly yours,

                 

                 

                 

                Laura V.
Farber

                of HAHN
& HAHN LLP

                 

                 

                LVF
:nls

                Enclosures