UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,
Plaintiff,
Civil Action No: 03 C 2182
v.
FRANK J. CUSTABLE, JR., et al., : Judge Gottschall
Magistrate Judge Valdez
Defendants.

FINAL JUDGMENT AS TO DEFENDANT SARA WETZEL

The Securities and Exchange Commission having filed a Complaint and Defendant Sara
Wetzel. (“Defendant”) 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:

1.

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. § 78}(b)] and

Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or


IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently barred from participating in an offering of penny stock, including engaging in
activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or
attempting to induce the purchase or sale of any penny stock. A penny stock is any equity
security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the

Exchange Act [17 C.F.R. 240.3a51-1].

Vv.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $56,500, plus prejudgment interest thereon in the amount of
$27,739, and a civil penalty in the amount of $120,000. Defendant shall satisfy this obligation
by paying $204,239 within ten business days after entry of this Final Judgment by certified
check, bank cashier's check, or United States postal money order payable to the Securities and
Exchange Commission. The payment shall be delivered or mailed to the Office of Financial
Management, Securities and Exchange Commission, Operations Center, 6432 General Green
Way, Mail Stop 0-3, Alexandria, Virginia 22312, and shall be accompanied by a letter
identifying Brad Nordling as a defendant in this action; setting forth the title and civil action
number of this action and the name of this Court; and specifying that payment is made pursuant
to this Final Judgment. Defendant shall pay post-judgment interest on any delinquent amounts
pursuant to 28 USC § 1961. The Commission shall remit the funds paid pursuant to this
paragraph to the United States Treasury. The Commission may enforce the Court’s judgment for
disgorgement and prejudgment interest by moving for civil contempt (and/or through other

collection procedures authorized by law) at any time after ten days following entry of this Final


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) 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
tules, 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 (iv) 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.

Dated:_ oY (71°

Sara Wetzel

On fb 112010200, SAA wetzef a person known to me,
personally appeared before me and acknowledged executing the foregoing Consent.

Note Publis 7
WENDY Law I Noy rere ines: Pt. 20 Zoid

NOTAR} PUBLIC-CALIFORNIA,
LOS ANGELES COUNTY ©
My Comm, Exp. Sept. 20, 2013



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:

(a)
(b)

©)

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.

IL

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 Section 17(a) of the Securities

Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the

use of any means or instruments of transportation or communication in interstate commerce or

by use of the mails, directly or indirectly:

(a)
(b)

©

to employ any device, scheme, or artifice to defraud;

to obtain money or property by means of any untrue statement of a material fact
or any omission of a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading;
or

to engage in any transaction, practice, or course of business which operates or

would operate as a fraud or deceit upon the purchaser.


Judgment. In response to any such civil contempt motion by the Commission, the defendant

may assert any legally permissible defense.

VI.
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.

VIL.
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.

VII.

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.

2009

Dated: >

UNITED STATES DISTRICT JUDGE


UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

Plaintiff,

Civil Action No: 03 C 2182
v.
FRANK J. CUSTABLE, JR., et al., : Judge Gottschall
: Magistrate Judge Valdez
Defendants.

CONSENT OF DEFENDANT SARA WETZEL
TO ENTRY OF FINAL JUDGMENT

1. Defendant Sara Wetzel (“Defendant”) acknowledges having been served with the
complaint in this action, enter a general appearance, and admit 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.

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 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


Tl.

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 Section 5 of the Securities Act

[15 U.S.C. § 77e] by, directly or indirectly, in the absence of any applicable exemption:

(a)

(b)

(©)

Unless a registration statement is in effect as to a security, making use of any
means or instruments of transportation or communication in interstate commerce
or of the mails to sell such security through the use or medium of any prospectus
or otherwise;

Unless a registration statement is in effect as to a security, carrying or causing to
be carried through the mails or in interstate commerce, by any means or
instruments of transportation, any such security for the purpose of sale or for
delivery after sale; or

Making use of any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy through the use
or medium of any prospectus or otherwise any security, unless a registration
statement has been filed with the Commission as to such security, or while the
registration statement is the subject of a refusal order or stop order or (prior to the
effective date of the registration statement) any public proceeding or examination

under Section 8 of the Securities Act [15 U.S.C. § 77h].

Iv.


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 agree 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 each of them has received and read a copy of the Final Judgment.

9. Defendant acknowledges and agree that this proceeding and his Consent are for
the purposes of resolving this proceeding only, in conformity with the provisions of 17 C.F.R.
202.5(f), and do not resolve, affect, or preclude any other proceeding which may be brought
against them. Consistent with the provisions of 17 C.F.R. 202.5(f), 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 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.

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 in
this civil action or creating the impression that this civil action is without factual basis; and (ii)
that upon the filing of this Consent, Defendant hereby withdraws any papers filed in this civil
action to the extent that they deny any allegation in the complaint. If either Defendant breaches
this agreement, the Commission may petition the Court to vacate the Final Judgment as to such
Defendant 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 any
criminal or civil litigation or any 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
pursue 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. Inconnection 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, email, or