SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 9

th day of 

December, 2008, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation (''FDIC"), as receiver ofNetBank, 

Alpharetta, GA; and Felita Williams and Williams Financial, LLC fka Delta Mortgage Group, 

Inc. (collectively the "Settling Defendants") (individually, the FDIC, and the Settling Defendants 

may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 27, 2008, NetBank (°Bank") was a depository institution organized 

and existing under the laws of the United States; 

On September 27, 2008, the Bank was closed by the Office of Thrift Supervision and 

pursuant to 12 U.S.C. § 1821(c), the FDIC was appointed receiver. In accordance with 12 

U.S.C. § 182l(d), the FDIC as receiver succeeded to all rights, titles, powers and privileges of 

the Bank, including those with respect to its assets. 

Among the assets to which the FDIC as receiver succeeded were any and all of the 

Bank's claims, demands, and causes of actions against its brokers and title companies arising 

from the performance, nonperfonnance and manner of performance of their respective functions, 

duties and acts for the Bank. 

On August 28, 2006, N etBank filed a complaint for money damages against certain 

persons, including the Settling Defendants, who had acted as mortgage brokers in the 

transactions referenced in said complaint. On October 20, 2008, after the FDIC had been 

appointed receiver of the Bank, the District Court for the Eastern District of Missouri granted the 

FDIC's request to substitute itself as the real party in interest in this action. Those claims for 

damages are now pending in the United States District Court for the Eastern District of Missouri 

in FDIC v. Williams CASE NO.: 4 06 CV 01295 HEA (the "Mortgage Broker Action"). The 
Settling Defendants have denied liability for the FDIC's claims. 

The undersigned parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty, trouble, and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC 

A. As an essential covenant and condition to this Agreement, the Settling Defendants

and the FDIC agree to enter into a joint motion for consent judgment against Felita Williams and 

Williams Financial, LLC flea Delta Mortgage Group, Inc. in the amount of one hundred fifty one 

thousand three hundred and eighty seven dollars ($151,387.00), plus post judgment interest at the 

rate of .93% from the date the judgment is entered through the date that the judgment is fully 

satisfied. The form of the Joint Motion for Consent Judgment is attached hereto, identified as 

Exhibit 1 and incorporated herein by this reference. Settling Defendants shall execute, through 

their attorney, the attached Joint Motion for Consent Judgment on or before December 26, 2008. 

In addition, as an essential covenant and condition to this Agreement and upon the execution of 

an original, or originals in counterpart, of this Agreement by each of the undersigned Parties to 

this Agreement, but no later than December 26, 2008, Felita Williams will tender a payment in 

the amount of one thousand dollars ($1,000.00) ("Lump Sum Payment"). If the Lwnp Sum 

Payment is not timely made interest shall accrue thereon starting on December 27, 2009 and 

continuing through the date of payment, calculated at the simple rate of ten percent ( 10%) 

percent per annum. The Lump Sum Payment shall be delivered to FDIC by certified or cashier's 

check drawn upon a depository institution acceptable to FDIC. 

B. In addition, and without waiving any other rights that the FDIC may have, in the

event that the Lump Sum Payment and an executed copy of the Joint Motion for Consent 

Judgment are not both received by the FDIC on or before January 5, 2009, then, the FDIC, in its 

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sole discretion, shall have the right to declare this Agreement null and void, shall have the right 

to extend this Agreement for any period oftime until the Lump Sum Payment (including all

accrued interest) and executed Joint Motion for Consent Judgment is received, and/or shall have

the right to enforce this Agreement, expressly including the right to specific performance, against 

the Settling Defendants, in which event the Settling Defendants agree to jurisdiction in Federal 

District Court in Missouri in this case and agree to pay all of the FDIC's actual attorney's fees 

expended in enforcing the terms of this Agreement. 

C. The FDIC has the right to initiate post judgment discovery and post judgment 

remedies against Felita Williams and her property immediately upon the execution of this 

Settlement Agreement. These rights will cease ten (10) years after December 2, 2008, on 

December I, 2018. 

D. If Felita Williams should file for relief wider any chapter of the Bankruptcy Code, 

the debt evidenced by this Agreement shall be deemed non-dischargeable and presentation of 

this Settlement Agreement shall beprima facie and irrefutable evidence of said nondischargeability. 

SECTION II: Releases 

A. Release of Individual Settling Defendants by FDIC.

Effective upon the payment of the settl�roent funds the FDIC, for itself and its successors 

and assigns, hereby releases and discharges each of the Settling Defendants and their respective 

heirs, executors, administrators, representatives, successors and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to the FDIC, that arise from or relate to, the performance, nonperformance, or 

manner of performance of the Settling Defendants' respective functions, duties and actions as 

alleged in the Mortgage Broker Action.

B. Release of FDIC by the Settling Defendants.

Effective simultaneously with the release granted in PARAGRAPH II.A. above, the 

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Settling Defendants, on behalf of themselves individually, and their respective heirs, executors, 

administrators, agents, representatives, successors and assigns, hereby release and discharge 

FDIC, and its employees, officers, directors, representatives, successors and assigns, from any 

and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in 

law or in equity, that arise from or relate to causes of action alleged in the Mortgage Broker 

Action. 

C. Express Reservations From Releases By FDIC.

1. Notwithstanding any other prOvision, by this Agreement, the FDIC does not

release, and expressly preserves fully and to the same extent as if the Agreement had not been 

executed, any claims or causes of action: 

a against the Settling Defendants or any other person or entity for liability, if any, 

incurred as the maker, endorser or guarantor of any promissory note or indebtedness payable or 

owed by them to FDIC, the Bank, other financial institutions, or any other person or entity, 

including without limitation any claims acquired by FDIC as successor in interest to the Bank or 

any person or entity other than Bank; 

b. against any person or entity not expressly released in this Agreement; and

c. which arc not expressly released in Paragraph ILA.

2, Notwithstanding any other provision, nothing in this Agreement shall be construed or 

interpreted as limiting, waiving, releasing or co,npromising the jurisdiction and authority of the 

FDIC in the exercise of its supervisory or regulatory authority or to diminish its ability to 

institute administrative enforcement proceedings seeking removal, prohibition or any other 

administrative enforcement action. 

3. Notwithstanding any other provision, this Agreement does not purport to waive, or

intend to waive, any claims which could be brought by the United States through either the 

Department of Justice, the United States Attorney's Office for the District of Missouri or any 

other federal judicial district. In addition, the FDIC specifically reserves the right to seek court 

ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection Act, 

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18 U.S.C. § 3663, et. �. if appropriate. 

4. Settling Defendants recognize FDIC's requirement to cooperate with local and/or

federal law enforcement agencies. 

SECTION III: Representations and Acknowledgements 

A. Execution in Counterparts. This Agreement may be executed in counterparts by

one or more of the parties named herein and all such counterparts when so executed shall 

together constitute the final Agreement, as if orle document had been signed by all parties hereto; 

and each such counterpart, upon execution and delivery, shall be deemed a complete original, 

binding the party or parties subscribed thereto upon the execution by all parties to this 

Agreement. 

B. Binding Effect. Each of the undersigned persons represents and warrants that

they are a party hereto or are authorized to sign this Agreement on beha1f of the respective party, 

and that they have the full power and authority to bind such party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned parties and their respective heirs, executors, administrators, representatives, 

successors and assigns. 

C. Choice of Law. This Agreement shall be interpreted, construed and enforced

according to applicable federal law, or in its absence, the laws of the State of Missouri. 

D. Entire Agreement and Amendments. This Agreement constitutes the entire

agreement and understanding between and among the undersigned parties concerning the matters 

set forth herein. This Agreement may not be amended or modified except by another written 

instrument signed by the party or parties to be bound thereby, or by their respective authorized 

attorney(s) or other representative(s). Time is of the essence in this Agreement. 

E. Specific Representations Warranties and Disclaimer. The settling parties

expressly acknowledge that in determining to settle the claims released here, the FDIC has 

reasonably and justifiably relied upon the accuracy of financial information in the affidavits 

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submitted. If, in their affidavits, the settling parties have failed to disclose any interest, legal, 

equitable, or beneficial, in any asset, the settling parties agree to cooperate fully with the FDIC to 

transfer their interest in the asset to the FDIC and to sign any and all docwnents necessary to

transfer their interest in the asset to the FDIC. Moreover, if, in their affidavits the settling parties 

have failed to disclose any interest, legal, equitable, or beneficial, in any asset, the FDIC in its 

sole discretion, may exercise one or more or all of the following remedies: (a) the FDIC may 

declare the releases granted to the settling parties as null and void; (b) the FDIC may retain the 

Settlement Funds; (c) the FDIC may sue the settling parties for damages, an injunction, and 

specific performance for the breach of this agreement; and (d) the FDIC may seek to vacate any 

dismissal order and reinstate the FDIC's claims against the settling parties. The settling parties 

agree that if, in their affidavits, they have failed to disclose any interest, legal, equitable, or 

beneficial, in any asset, the settling parties consent to the reinstatement ofFDIC's claims and 

waive any statute of limitations that would bar any of the FDIC' s claims against them. 

F. Reasonable Cooperation.

1. The undersigned parties agree to cooperate in good faith to effectuate all the

terms and conditions of this Settlement Agreement, including doing or causing their agents and 

attorneys to do, whatever is reasonably necessary to effectuate the signing, delivery, execution, 

filing, recording, and entry, of any documents necessary to perform the terms of this Agreement. 

2. Further, the Settling Defendants agree to cooperate fully with the FDIC in

connection with any action required under this Agreement. Any such cooperation that involves 

any out of pocket costs is subject to reasonable reimbursement by the FDIC pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. producing all documents requested by the FDIC, V•tithout the necessity

of subpoena, as determined by the FDIC, in its sole discretion, to be relevant to the Bank; 

b. making themselves available upon request by the FDIC at reasonable

times and places for interviews regarding facts, as determined by the FDIC in its sole discretion, 

to be relevant to the Bank; 

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(b)(6) 

c. appearing to testify, upon request by the FDIC, in any matter

determined by the FDIC in its sole discretion, to be related to the Bank, without the necessity of

subpoena;

d. signing truthful affidavits upon request by the FDIC, regarding any

matter, as determined by the FDIC in its sole discretion, to be relevant to the Bank.

G. Advice of Counsel. Each party hereby acknowledges that it has consulted with

and obtained the advice of counsel prior to executing this Agreement, and that this

Agreement has been explained to that party by his or her counsel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

by each of them or their duly authorized representatives on the dates hereinafter subscribed.

Date: ,/, lo'? --,-=----+-, �-

Date: iJ-/ (4 /Jo" �

FEDERAL DEPOSIT INSURANCE CORPO

BY:

Wi

B 1,....-_.,.,..,.,..,.,..,.,.----=,----:-,----__._--

Felita Williams, President 

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(b)(6) 

(b)(6)