exv10w12w1






Exhibit 10.12.1




June 10, 2009




VIA FEDEX AND FACSIMILE




Sovereign Life Financing, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, FL 33487

Attention: Mr. Jonathan Neuman

Facsimile: 561-995-4203




Imperial Finance, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, FL 33487

Attention: Mr. Jonathan Newnan

Facsimile: 561-995-4203




Re:      Settlement Agreement, dated May 19. 2009 (the “Settlement Agreement”) among Acorn
Capital Group. LLC (“Acorn”), Sovereign Life Financing, LLC and Imperial Premium Finance, LLC




Dear Jonathan:



          Please See the enclosed Assignment, dated June 1, 2009, pursuant to which Acorn assigned all
of its rights and obligations under the Settlement Agreement accruing on or after June 1, 2009 to
Asset Based Resource Group, LLC (“ABRG”) and ABRG assumed all of Acorn’s rights and obligations
thereto accruing on or after June 1,2009, which Assignment has been acknowledged and approved by
the Majority Noteholders (as defined in the Settlement Agreement).


          Following the effectiveness of the Assignment, Acorn no longer has any rights and obligations
under the Settlement Agreement and hereby directs that any notices under the Settlement Agreement
required to be provided to Acorn shall instead be provided to ABRG at the following address:



Asset Based Resource Group, LLC

Attention: Mark Sullivan

1177 High Ridge Road

Stamford, Connecticut 06905

Tel: 203-321-1263

Fax: 203321 1273




	 	 	 	 	 
	 	Very truly yours,



ACORN CAPITAL GROUP, LLC

 	 
	 	By:  	/s/ Marlon Quan
 	 
	 	 	Name:  	Marlon Quan  	 
	 	 	Title:  	Managing Member 	 
	 



	 	 	 	 	 
	 	ASSET BASED RESOURCE GROUP, LLC

 	 
	 	By:  	/s/ Mark Sullivan
 	 
	 	 	Name:  	Mark Sullivan  	 
	 	 	Title:  	Member 	 
	 



 









 







CC: Jesus E. Cuza

Greenberg Traung, PA

401 East Las Olas Blvd.

Suite 2000

Fort Lauderdale, FL 33301

Facsimile: 954-765-1477




encls




2









 





Exhibit 10.12.1




ASSIGNMENT



          For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Acorn Capital Group, LLC, a Delaware limited liability company, (“Acorn”) hereby
assigns and transfers to Asset Based Resource Group, LLC, a Connecticut limited liability company
(“ABRQ”) all of Acorn’s rights and obligations under the Settlement Agreement, dated May 19, 2009,
among Acorn, Sovereign Life Financing, LLC and Imperial Premium Finance, LLC (the “Settlement
Agreement”) accruing on or after the date hereof and ABRG hereby accepts such assignment and
transfer and hereby assumes all of Acorn’s obligations under the Settlement Agreement accruing on
or after the date hereof. Acorn represents and warrants that this Assignment is made pursuant
to and in accordance with Section 9.7 of the Settlement Agreement, that Acorn has obtained all
requisite consents to enter into this Assignment and that Stewardship Credit Arbitrage Fund Ltd.
may rely upon this Assignment. This Assignment shall be effective as
of the date hereof.



Dated: June 1, 2009




	 	 	 	 	 
	 	ACORN CAPITAL GROUP, LLC 

 	 
	 	By:  	/s/ Marlon Quan
 	 
	 	 	Name:  	Marlon Quan  	 
	 	 	Title:  	Managing Member 	 
	 



	 	 	 	 	 
	 	ASSET BASED RESOURCE GROUP, LLC 

 	 
	 	By:  	/s/ Mark Sullivan
 	 
	 	 	Name:  	Mark Sullivan  	 
	 	 	Title:  	Member 	 
	 



Acknowledged and Approved on this _ day of June, 2009




	 	 	 	 	 
	STEWARDSHIP CREDIT ARBITRAGE FUND LTD., 
as Noteholder


 	 
	By:  	/s/ Peter Mitchell
 	 
	 	Name:  	Peter Mitchell 	 
	 	Title:  	Court Appointed Liquidator 	 
	 



	 	 	 	 	 
	LIVINGSTON ACRES, LLC, as Noteholder

 	 
	By:  	/s/ Orlando Figueroa
 	 
	 	Name:  	Orlando Figueroa  	 
	 	Title:  	Independent Manager