a5454983ex10_1.htm


    Exhibit
      10.1

     

    
      


      SETTLEMENT
        AGREEMENT

       

      I.
        PARTIES

       

      This
        Settlement Agreement (“Agreement”) is entered into among the United States of
        America, acting through the United States Department of Justice and on behalf
        of
        the Office of Inspector General (“OIG-HHS”) of the Department of Health and
        Human Services (“HHS”) (collectively the "United States”); relator Benjamin
        Turner, and Maximus, Inc. (“Maximus”) (hereafter referred to as “the Parties”),
        through their authorized representatives.

       

      II.
        PREAMBLE

       

      As
        a
        preamble to this Agreement, the Parties agree to the following:

       

      A.            Maximus,
        a Virginia corporation with headquarters in Reston, Virginia, is a government
        services company, providing government program operations, consulting, and
        information technology services primarily to state and local
        governments.

      B.            In
        March 1999, Maximus entered into a contract (“Contract”) with the District of
        Columbia’s Child and Family Services Agency (“CFSA”) to assist the District of
        Columbia in collecting revenue for Targeted Case Management Services (“TCM”)
        provided by CFSA. In November 2002, as a result of a review conducted by
        the
        Centers for Medicaid and Medicare Services (“CMS”), a component of the United
        States Department of Health and Human Services, of CFSA’s TCM claims, the
        District of Columbia reduced its TCM claims by $12.15 million to adjust for
        those claims it had previously
        submitted for services that were either not performed or that lacked
        documentation that they had been performed.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      C.            Benjamin
        Turner (the “Relator”) is an individual resident of Rhode Island. On June 21,
        2005, Relator filed a qui tam action in the United States District Court
        for the
        District of Columbia captioned United States of America ex rel. Benjamin
        Turner and The Government of the District of Columbia ex rel. Benjamin Turner
        v.
        Maximus (hereinafter “the Civil Action”). From March 1999 through June
        2002, Relator was a Director in the Human Services Division of Maximus and
        was
        assigned to work on the Contract that Maximus had with CFSA.

      D.            The
        United States contends that Maximus submitted or caused to be submitted claims
        for payment to the Medicaid Program (Medicaid), 42 U.S.C. §§ 1396-1 396v, for
        TCM services for Abused or Neglected Children provided by CFSA pursuant to
        the
        District of Columbia’s State Plan for TCM reimbursements and pursuant to
        Maximus’s Contract with CFSA. The United States further contends that it has
        certain civil claims, as specified in Paragraphs 2 and 4, below, against
        Maximus
        for engaging in the following conduct (hereinafter referred to as the “Covered
        Conduct”): during the period from July 1, 1999 to June 1, 2004, Maximus caused
        to be submitted to CMS on behalf of CFSA and the District of Columbia’s Medical
        Assistance Administration (MAA) false claims or statements for TCM services
        for
        Abused or Neglected Children that lacked documentation those services had
        been
        performed or that were not performed.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      E.           The
        United States also contends that it has certain administrative claims, as
        specified in Paragraph 4 below, against Maximus for engaging in the Covered
        Conduct.

      F.           This
        Agreement is neither an admission of liability (or admission of any matter
        of
        law or fact) by Maximus nor a concession by the United States that its claims
        are not well founded.

      G.           To
        avoid the delay, uncertainty, inconvenience, and expense of protracted
        litigation of the above claims, the Parties reach a full and final settlement
        pursuant to the Terms and Conditions below.

       

      III.
        TERMS AND CONDITIONS

       

      1.            The
        Parties agree to the “Settlement Amount” of $42.65 million, as
        follows:

      a.           The
        Settlement Amount will be satisfied in part by the $12.15 million recovered
        by
        the United States through adjustments in payments made from CMS to CFSA as
        referenced in Preamble Paragraph B above;

      b.           Maximus
        agrees to pay $30.5 million (“Payment Amount”) no later than 2 business days
        after the Effective Date of this Agreement; and

      c.           The
        United States agrees to pay $4.93 million of the Payment Amount to
        Relator.

      d.           Maximus
        further agrees to pay Relator $460,000 for employment-related claims, expenses,
        attorney’s fees and costs.

      e.           The
        foregoing payments shall be made as follows:

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (i).            Maximus
        agrees to pay the $30.5 million specified in paragraph 1.b above to the United
        States by electronic funds transfer pursuant to written instructions to be
        provided by Diana Younts, Trial Attorney, United States Department of Justice.
        Maximus agrees to make this electronic funds transfer no later than two business
        days after the Effective Date of this Agreement.

      (ii).            Contingent
        upon the United States receiving the Payment Amount specified in paragraph
        1.b.
        above from Maximus and as soon as feasible after receipt, the United States
        agrees to pay the $4.93 million specified in paragraph 1.c. above to the
        Relator
        by electronic funds transfer.

      (iii).            Maximus
        agrees to pay the $460,000 specified in paragraph 1.d. above to Relator by
        electronic funds transfer to Allred, Bacon, Halfhill & Young within two
        business days of the Effective Date of this Agreement.

      2.            Subject
        to the exceptions in Paragraph 5 below, in consideration of the obligations
        of
        Maximus in this Agreement and conditioned upon Maximus’s full payment of the
        Payment Amount, the United States (on behalf of itself, its officers, agents,
        agencies, and departments) agrees to release Maximus, together with its current
        and former parent corporations; each of its direct and indirect subsidiaries;
        brother or sister corporations; divisions; current or former owners, officers,
        directors, employees and affiliates; and the successors and assigns of any
        of
        them,

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      from
        any
        civil or administrative monetary claim the United States has or may have
        for the
        Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-33; the Civil
        Monetary Penalties Law, 42 U.S.C. § 1320a-7a; the Program Fraud Civil Remedies
        Act, 31 U.S.C. § § 3801-12; or the common law theories of payment by mistake,
        unjust enrichment, and fraud, and any causes of action for which the Civil
        Division of the United States Department of Justice has actual and present
        authority to assert and compromise pursuant to 28 CFR Part 0, Subpart I,
        Sec.
        0.45(d) for the Covered Conduct. However, because none of the amounts paid
        pursuant to this Agreement compensate the United States for civil or
        administrative monetary claims the United States might have against CFSA
        or MAA
        for claims for TCM services for Abused and Neglected Children submitted to
        CMS
        by CFSA or MAA based on any of the Conduct delineated in i-vi below, such
        claims
        are excluded from the Covered Conduct, and nothing in this Agreement shall
        limit
        any right of the United States to pursue civil or administrative monetary
        claims
        against CFSA or MAA arising from claims for TCM services where:

      i.           
        no individual case manager was assigned to the recipient;

      ii.           the
        case manager had more than 30 clients;

      iii.          the
        case manager did not have the education and experience required by the District
        of Columbia’s Medicaid plan;

      iv.          case
        plans were missing, inadequate or not re-assessed as required by the District
        of
        Columbia’s Medicaid plan;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      v.           no
        documentation existed showing that the recipient was abused or neglected
        or was
        at risk of being abused or neglected; or

      vi.          costs
        were included in TCM cost pools that were not related to providing TCM services
        for Abused and Neglected Children or were costs that had also been reimbursed
        under Title IV-E of the Social Security Act.

      3.a.            In
        consideration of the obligations of Maximus in this Agreement, conditioned
        upon
        Maximus’s full payment of the Payment Amount, and upon Relator’s receipt of the
        payment described in Paragraph 1.b and 1.c , Relator for himself and for
        his
        heirs, successors, attorneys, agents, and assigns, agrees to release Maximus
        and
        its subsidiaries, divisions, affiliates, partners, and present and former
        shareholders, officers, directors, employees, and attorneys from any and
        all
        claims asserted and unasserted, known and unknown, based upon any transaction
        or
        incident occurring prior to the Effective Date of this agreement, including
        but
        not limited to from all claims that have been or could have been asserted
        in the
        Civil Action, from any civil monetary claim the United States has or may
        have
        under the False Claims Act, 31 U.S.C. §§ 3729-3733, from all claims for the
        Covered Conduct that is pled in the Civil Action, and from any claim or demand
        under 31 U.S.C. § 3730(d) for attorney’s fees, costs and expenses.

      b.            In
        consideration of the obligations of Maximus in this Agreement, conditioned
        upon
        Maximus’s full payment of the Payment Amount, and upon Relator’s receipt of the
        payment described in Paragraph 1.b and 1.c , Relator for himself and for
        his
        heirs,
        successors, attorneys, agents, and assigns, agrees to release Maximus and
        its
        subsidiaries, divisions, affiliates, partners, and present and former
        shareholders, officers, directors, employees, and attorneys from any and
        all
        claims asserted and unasserted, known and unknown, arising from the employment
        of the Relator by Maximus or the termination of such employment including,
        without limitation, claims under the Age Discrimination in Employment Act,
        Title
        VII of the 1964 Civil Rights Act, the Family Medical Leave Act, and all other
        federal, state or local laws prohibiting employment discrimination, claims
        for
        breach of contract, wrongful discharge, personal injuries or torts, and all
        claims under any federal, state or local laws governing employment
        practices.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.            In
        consideration of the obligations of Maximus in this Agreement and the Corporate
        Integrity Agreement (CIA) entered into between OIG-HHS and Maximus, conditioned
        upon Maximus’s full payment of the Payment Amount, the OIG­HHS agrees to
        release and refrain from instituting, directing, or maintaining any
        administrative action seeking exclusion from Medicare, Medicaid, and other
        Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) against
        Maximus under 42 U.S.C.§ 1320a-7a (Civil Monetary Penalties Law) or 42 U.S.C. §
1320a-7(b)(7) (permissive exclusion for fraud, kickbacks, and other prohibited
        activities) for the Covered Conduct, except as reserved in Paragraph 5, below,
        and as reserved in this Paragraph. The OIG-HHS expressly reserves all rights
        to
        comply with any statutory obligations to exclude Maximus from Medicare,
        Medicaid, and other Federal health care programs under 42 U.S.C. § 1320a-7(a)
        (mandatory exclusion) based upon the Covered
        Conduct. Nothing in this Paragraph precludes the OIG-HHS from taking action
        against entities or persons, or for conduct and practices, for which claims
        have
        been reserved in Paragraph 5 below.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.            Notwithstanding
        any term of this Agreement, specifically reserved and excluded from the scope
        and terms of this Agreement as to any entity or person (including Maximus
        and
        Relator) are the following claims of the United States:

      a.           Any
        civil, criminal, or administrative liability arising under Title 26, U.S.
        Code
        (Internal Revenue Code);

      b.           Any
        criminal liability;

      c.           Except
        as explicitly stated in this Agreement, any administrative liability, including
        mandatory exclusion from Federal health care programs and any disallowance
        action by CMS against the District of Columbia or its Medical Assistance
        Administration;

      d.           Any
        liability to the United States (or its agencies) for any conduct other than
        the
        Covered Conduct,

      e.           Any
        liability based upon such obligations as are created by this
        Agreement;

      f.           Any
        liability for express or implied warranty claims or other claims for defective
        or deficient products or services, including quality of goods and
        services;

      g.           Any
        liability for failure to deliver goods or services due; and

      h.           Any
        civil or administrative liability of individuals (including current
        or
        former directors, officers, employees, agents, or shareholders of Maximus
        who
        receive written notification that they are the target of a criminal
        investigation (as defined in the United States Attorneys’ Manual), who are
        indicted, charged, or convicted, or who enter into a plea agreement, related
        to
        the Covered Conduct.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      6.                      Relator
        and his heirs, successors, attorneys, agents, and assigns agree not to object
        to
        this Agreement and agree and confirm that this Agreement is fair, adequate,
        and
        reasonable under all the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)(B)
        and, conditioned upon receipt of Relator’s share, Relator, for himself
        individually, and for his heirs, successors, agents, and assigns, fully and
        finally releases, waives, and forever discharges the United States, its
        officers, agents, and employees, from any claims arising from or relating
        to 31
        U.S.C. § 3730; from any claims arising from the filing of the Civil Action; and
        from any other claims for a share of the Settlement Amount; and in full
        settlement of any claims Relator may have under this Agreement. This Agreement
        does not resolve or in any manner affect any claims the United States has
        or may
        have against the Relator arising under Title 26, U.S. Code (Internal Revenue
        Code), or any claims arising under this Agreement.

      7.                      Maximus
        waives and shall not assert any defenses Maximus may have to any criminal
        prosecution or administrative action relating to the Covered Conduct that
        may be
        based in whole or in part on a contention that, under the Double Jeopardy
        Clause
        in the Fifth Amendment of the Constitution, or under the Excessive Fines
        Clause
        in the Eighth Amendment of the Constitution, this Agreement bars a remedy
        sought
        in such criminal prosecution or administrative action. Nothing in this
Paragraph
        or any other provision of this Agreement constitutes an agreement by the
        United
        States concerning the characterization of the Settlement Amount for purposes
        of
        the Internal Revenue laws, Title 26 of the United States Code.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      8.                      Maximus
        fully and finally releases the United States, its agencies, employees, servants,
        and agents from any claims (including attorney’s fees, costs, and expenses of
        every kind and however denominated) that Maximus has asserted, could have
        asserted, or may assert in the future against the United States, its agencies,
        employees, servants, and agents, related to the Covered Conduct and the United
        States' investigation and prosecution thereof.

      9.                      The
        Payment Amount shall not be decreased as a result of the denial of claims
        for
        payment by the District of Columbia, its Medical Assistance Administration
        or
        CMS, related to the Covered Conduct; and Maximus, on behalf of itself or
        any
        other entity, shall not resubmit to the District of Columbia or its Medical
        Assistance Administration, or cause to be resubmitted to CMS any previously
        denied claims related to the Covered Conduct, and shall not appeal any such
        denials of claims.

      10.                      Maximus
        agrees to the following:

      a.            Unallowable
        Costs Defined: that all costs (as defined in the Federal Acquisition
        Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social
        Security Act, 42 U.S.C. §§ 1395-1 395ggg and 1396-1 396v; and the regulations
        and official program directives promulgated thereunder) incurred by or on
        behalf
        of Maximus, its present or former officers, directors, employees, shareholders,
        and agents in connection with the following shall be unallowable costs on
        government contracts
        and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal
        Employees Health Benefits Program (FEHBP):

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (1)            the
        matters covered by this Agreement and any related deferred prosecution
        agreement;

      (2)            the
        United States’ audit(s) and civil and any criminal investigation(s) of the
        matters covered by this Agreement;

      (3)            Maximus’s
        investigation, defense, and corrective actions undertaken in response to
        the
        United States’ audit(s) and civil and any criminal investigation(s) in
        connection with the matters covered by this Agreement (including attorney’s
        fees);

      (4)            the
        negotiation and performance of this Agreement and any related deferred
        prosecution agreement

      (5)            the
        payment Maximus makes to the United States pursuant to this Agreement and
        any
        payments that Maximus may make to Relator, including costs and attorneys
        fees;
        and

      (6)            the
        negotiation of, and obligations undertaken pursuant to the CIA to:

      (i)            retain
        an independent review organization to perform annual reviews as described
        in
        Section III of the CIA; and

      (ii)            prepare
        and submit reports to the OIG-HHS.

      However,
        nothing in this Paragraph 16.a.(6) that may apply to the obligations undertaken
        pursuant to the CIA affects the status of costs that are not allowable based
        on
        any other authority applicable to Maximus.

      (All
        costs
        described or set forth in this Paragraph 16.a. are hereafter “unallowable
        costs.”)

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      b.            Future
        Treatment of Unallowable Costs: These unallowable costs shall be separately
        determined and accounted for by Maximus, and Maximus shall not charge such
        unallowable costs directly or indirectly to any contracts with the United
        States
        or any State or District of Columbia Medicaid program, or seek payment for
        such
        unallowable costs through any cost report, cost statement, information
        statement, or payment request submitted by Maximus or any of its subsidiaries
        or
        affiliates to the Medicare, Medicaid, TRICARE, or FEHBP Programs.

      c.            Treatment
        of Unallowable Costs Previously Submitted forPayment: Maximus further
        agrees that within 90 days of the Effective Date of this Agreement it shall
        identify to applicable Medicare and TRICARE fiscal intermediaries, carriers,
        and/or contractors, and Medicaid and FEHBP fiscal agents, any unallowable
        costs
        (as defined in this Paragraph) included in payments previously sought from
        the
        United States, or any State or District of Columbia Medicaid program, including,
        but not limited to, payments sought in any cost reports, cost statements,
        information reports, or payment requests already submitted by Maximus or
        any of
        its subsidiaries or affiliates, and shall request, and agree, that such cost
        reports, cost statements, information reports,
        or payment requests, even if already settled, be adjusted to account for
        the
        effect of the inclusion of the unallowable costs. Maximus agrees that the
        United
        States, at a minimum, shall be entitled to recoup from Maximus any overpayment
        plus applicable interest and penalties as a result of the inclusion of such
        unallowable costs on previously-submitted cost reports, information reports,
        cost statements, or requests for payment.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Any
        payments due after the adjustments have been made shall be paid to the United
        States pursuant to the direction of the Department of Justice and/or the
        affected agencies. The United States reserves its rights to disagree with
        any
        calculations submitted by Maximus or any of its subsidiaries or affiliates
        on
        the effect of inclusion of unallowable costs (as defined in this Paragraph)
        on
        Maximus or any of its subsidiaries or affiliates’ cost reports, cost statements,
        or information reports.

      d.            Nothing
        in this Agreement shall constitute a waiver of the rights of the United States
        to audit, examine, or re-examine Maximus’s books and records to determine that
        no unallowable costs have been claimed in accordance with the provisions
        of this
        Paragraph.

      11.            Maximus
        agrees to cooperate fully and truthfully with the United States’ investigation
        of individuals and entities not released in this Agreement. Upon reasonable
        notice, Maximus shall make reasonable efforts to facilitate access to, and
        encourage the cooperation of, its directors, officers, and employees for
        interviews and testimony, consistent with the rights and privileges of such
        individuals, and shall furnish
        to
        the United States, upon reasonable request, all nonprivileged documents and
        records in its possession, custody, or control relating to the Covered
        Conduct.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      12.           
        This Agreement is intended to be for the benefit of the Parties only. The
        Parties do not release any claims against any other person or entity, except
        to
        the extent provided for in Paragraphs 2, 3, and 4 above.

      13.           
        Maximus waives and shall not seek payment on behalf of itself or any other
        entity for any of the health care billings covered by this Agreement from
        any
        health care beneficiaries or their parents, sponsors, legally responsible
        individuals, or third party payors based upon the claims defined as Covered
        Conduct.

      14.            Maximus
        warrants that it has reviewed its financial situation and that it currently
        is
        solvent within the meaning of 11 U.S.C. § § 547(b)(3) and 548(a)(1 )(B)(ii)(I),
        and shall remain solvent following payment to the United States of the Payment
        Amount. Further, the Parties warrant that, in evaluating whether to execute
        this
        Agreement, they (a) have intended that the mutual promises, covenants, and
        obligations set forth constitute a contemporaneous exchange for new value
        given
        to Maximus, within the meaning of 11 U.S.C. § 547(c)(1); and (b) conclude that
        these mutual promises, covenants, and obligations do, in fact, constitute
        such a
        contemporaneous exchange. Further, the Parties warrant that the mutual promises,
        covenants, and obligations set forth herein are intended to and do, in fact,
        represent a reasonably equivalent exchange of value that is not intended
        to
        hinder, delay, or defraud any entity to which Maximus was or became indebted
        to
        on or after the date of this transfer, within the meaning of 11 U.S.C. §
548(a)(1).


       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      15.            Except
        as expressly provided to the contrary in this Agreement, each Party shall
        bear
        its own legal and other costs incurred in connection with this matter, including
        the preparation and performance of this Agreement.

      16.            Maximus
        represents that this Agreement is freely and voluntarily entered into without
        any degree of duress or compulsion whatsoever.

      17.            Relator
        represents that this Agreement is freely and voluntarily entered into without
        any degree of duress or compulsion whatsoever.

      18.            This
        Agreement is governed by the laws of the United States. The Parties agree
        that
        the exclusive jurisdiction and venue for any dispute arising between and
        among
        the Parties under this Agreement is the United States District Court for
        the
        District of Columbia, except that disputes arising under the CIA shall be
        resolved exclusively under the dispute resolution provisions in the
        CIA.

      19.            This
        Agreement constitutes the complete agreement between the Parties. This Agreement
        may not be amended except by written consent of the Parties.

      20.            Upon
        receipt of the payment described in Paragraph 1.a -1 .c.. above, the United
        States shall file a Notice of Intervention, and Relator and the United States
        shall promptly sign and file in the Civil Action a Joint Stipulation of
        Dismissal with prejudice of the United States’ and Relator’s claims contained in
        the Civil Action pursuant to the terms of the Agreement.

      20.            The
        individuals signing this Agreement on behalf of Maximus represent and warrant
        that they are authorized by Maximus to execute this Agreement. The individual(s)
        signing this Agreement on behalf of Relator represent and warrant that
she
        is
        authorized by Relator to execute this Agreement. The United States signatories
        represent that they are signing this Agreement in their official capacities
        and
        that they are authorized to execute this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      21.            This
        Agreement may be executed in counterparts, each of which constitutes an original
        and all of which constitute one and the same Agreement.

      22.            This
        Agreement is binding on Maximus’s successors, transferees, heirs, and
        assigns.

      23.            This
        Agreement is binding on Relator’s successors, transferees, heirs, and
        assigns.

      24.            All
        Parties consent to the United States’ disclosure of this Agreement, and
        information about this Agreement, to the public.

      //

      //

      //

      //

      //

      //

      //

      //

      


       

      25.           This
        Agreement is effective on the. date of signature of the last signatory to
        the
        Agreement (Effective Date of this Agreement). Facsimiles of signatures shall
        constitute acceptable, binding signatures for purposes of this
        Agreement.

       

      THE
        UNITED STATES OF AMERICA

       

       

      
        	DATED:
                7/20/07	 	
                BY:

              	/s/
                Diana J. Younts	 
	 	 	 	
                Diana
                  J. Younts

                Trial
                  Attorney

                Commercial
                  Litigation Branch

                Civil
                  Division

                United
                  States Department of Justice

              	 
	 	 	 	 	 
	DATED:
                7/20/07	 	
                BY:

              	/s/
                Laurie Weinstein	 
	 	 	 	
                Laurie
                  Weinstein

                Assistant
                  United States Attorney

                United
                  States Attorney's Office for the

                District
                  of Columbia

              	 
	 	 	 	 	 
	DATED:
                7/20/07	 	
                BY:

              	/s/
                Gregory E. Demske	 
	 	 	 	
                Gregory
                  E. Demske

                Assistant
                  Inspector General for Legal Affairs

                Office
                  of Counsel to the Inspector General

                Office
                  of Inspector General

                United
                  States Department of Health

                and
                  Human Services

              	 


      

      
         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    MAXIMUS

     

     

    
      	DATED:
              July 20, 2007	 	
              BY:

            	/s/
              David R. Francis	 
	 	 	 	
              David
                R. Francis

              General
                Counsel and Secretary

              Maximus

            	 
	 	 	 	 	 
	DATED:
              July 20, 2007	 	
              BY:

            	/s/
              Laurence J. Freedman	 
	 	 	 	
              Laurence
                J. Freedman, Esq.

              Counsel
                for Maximus

            	 


    

     

    RELATOR

    
 

    
      	 	 	 	 	 
	DATED:
              7-19-07	 	
              BY:

            	/s/
              Benjamin Turner	 
	 	 	 	
              Benjamin
                Turner

            	 
	 	 	 	 	 
	DATED:
              7/19/07	 	
              BY:

            	/s/
              Warner Young III	 
	 	 	 	
              Warner
                Young, III, Esq.

              Allred,
                Bacon, Halfhill & Young

              Counsel
                for Benjamin Turner