tax deferred services lawsuit

CM-010ATTORNEY OR PARTY WITHOUT ATTORNEY [Name, State Bar number, and address)- MICHAEL T. STOLLER, SEN 1 20241

9454 Wilshire Blvd Suite 500Beverly Hills, CA 90212

TELEPHONE NO 818-226-4040 FAX NO 818-226-4044ATTORNEY FOR (Nta* THE TDS GROUP, INC.

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO

STREET ADDRESS 720 Ninth StreetMAILING ADDRESS 831116

CITY AND ZIP CODE Sacramento, CA 95814BRANCH NAME

CASE NAME.

The TDS Group v. The IRA Center,CIVIL CASE COVER SHEET

G/1 Unlimited [~~l Limited(Amount (Amountdemanded demanded isexceeds $25,000) $25,000 or less)

etc., et al.Complex Case Designation

1 1 Counter 1 1 Joinder

Filed with first appearance by defendant(Cat. Rules of Court, rule 3 402)

FOR COURT USE ONLY

RLF®2 E tML=tii=^

S'ai.TiSSiiQY GctUTri CSr? Gaftlf x

Bw . lOws

CASE NUMBER

JUDGE

DEPT

/terns 7-O* fee/bw must be completed (see instructions on page 2)1 Check one box below for the case type that best describes this case

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This case I I is I / I is not complex under rule 3 400 of the California Rules of Court If the case is complex, mark thefactors requinng exceptional judicial managementa I I Large number of separately represented parties d I j Large number of witnesses

e I I Coordination with related actions pending in one or more courtsin other counties, states, or countries, or in a federal court

f I I Substantial postjudgment judicial supervision

b i I Extensive motion practice raising difficult or novelissues that will be time-consuming to resolve

c f' I Substantial amount of documentary evidence

[ monetary b | / | nonmonetary, declaratory or injunctive relief c | | punitiveRemedies sought (check all that apply) a.[Number of causes of action (specify) 14This case I 1 is I / I is not a dass action suitIf there are any known related cases, file and serve a notice of related case (You may use form CM-015.)

Date August 17, 2009MICHAEL T. STOLLER

NOTICE• Plaintiff must file this cover sheet with the first paper filed in the action or proceeding (except small claims cases or cases filed

under the Probate Code, Family Code, or Welfare and Institutions Code) (Cal Rules of Court, rule 3.220) Failure to file may resultin sanctions

• File this cover sheet in addition to any cover sheet required by local court rule.• If this case is complex under rule 3 400 et seq of the California Rules of Court, you must serve a copy of this cover sheet on all

other parties to the action or proceeding• Unless this is a collections case under rule 3 740 or a complex case, this cover sheet will be used for statistical purposes only

Fom Adopted for Mandatory UrnJudicial Council or CaWomloCM-010 (Rev July 1,2007]

CIVIL CASE COVER SHEET Cal Rules of Court, nJes 2 30, 3220, 340O-3403, 3740;Cal Standards of Judicial Administration sld 310

www courttnfo ca gov

CM-010INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET

To Plaintiffs and Others Filing First Papers. If you are filing a first paper (for example, a complaint) in a civil case, you mustcomplete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1 This information will be used to compilestatistics about the types and numbers of cases filed You must complete items 1 through 6 on the sheet In item 1, you must checkone box for the case type that best describes the case If the case fits both a general and a more specific type of case listed in item 1,check the more specific one If the case has multiple causes of action, check the box that best indicates the primary cause of actionTo assist you in completing the sheet, examples of the cases that belong under each case type in item 1 are provided below A coversheet must be filed only with your initial paper Failure to file a cover sheet with the first paper filed in a civil case may subject a party,its counsel, or both to sanctions under rules 2 30 and 3 220 of the California Rules of CourtTo Parties in Rule 3.740 Collections Cases. A "collections case" under rule 3 740 is defined as an action for recovery of moneyowed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, ansmg from a transaction inwhich property, services, or money was acquired on credit A collections case does not include an action seeking the following (1) tortdamages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ ofattachment The identification of a case as a rule 3 740 collections case on this form means that it will be exempt from the generaltime-for-service requirements and case management rules, unless a defendant files a responsive pleading A rule 3 740 collectionscase will be subject to the requirements for service and obtaining a judgment in rule 3 740To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether thecase is complex If a plaintiff believes the case is complex under rule 3 400 of the California Rules of Court, this must be indicated bycompleting the appropriate boxes in items 1 and 2 If a plaintiff designates a case as complex, the cover sheet must be served with thecomplaint on all parties to the action A defendant may file and serve no later than the time of its first appearance a joinder in theplaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiff has made no designation, a designation thatthe case is complex

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CM-010 [Rev July 1,2007]CIVIL CASE COVER SHEET

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MICHAEL T. STOLLER, ESQ., SBN 120241LAW OFFICES OF MICHAEL T. STOLLER, APC9454 WILSHIRE BLVD., SUITE 500BEVERLY HILLS, CALIFORNIA 90212Telephone: 818-226-4040Facsimile: 818-226-4044

Attorneys for Plaintiff-1 Assignments

Case Management 43Law and Motion 54

Minors Compromise 17

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SACRAMENTO

THE TDS GROUP, INC., a California )Corporation, as successor in all rights and )interest to TAX DEFERRED SERVICES,)INC., a California Corporation, )

)Plaintiffs, )

vs. )

THE IRA CENTER, a California )Corporation; RANDY SCIANNA, an )individual; RENE ROCAMORA, an )individual; REBECCA OLSEN, an )individual; EMPLOYEE BENEFIT )SERVICES, INC., a California )Corporation; WILLIAM L. KREBS, an )individual; PENSION PLANNERS )SECURITIES, INC., a California )Corporation; GINA DUREYA, an )individual; BAR FINANCIAL, LLC a )California Limited Liability Company; )ANTHONY TARANTINO, an individual,)JOHN BRACKETT, an individual, )ERIC A. HUCK, an individual and )DOES 1-100, inclusive, )

CASE NO.

COMPLAINT FOR:

1. Statutory Unfair Competition inViolation of Calif. Bus. & Prof.Code §17200;

2. Common-law Unfair Competition;3. Statutory False Advertising in

Violation of Calif. Bus. & Prof. Code§ 17500;

4. Federal Unfair Competition -False Designation of Origin;

5. Product Disparagement Under LanhamAct

6. Unfair Competition UnderCalifornia State Law in Violationof Calif. Bus. & Prof. Code§ 17200;Common and Statutory TrademarkInfringement Under State Law;Slander Per Se;Breach of Contract;

Defendants. )

7.

8.9.10. Business Disparagement;11. Intentional Interference With

Contract;12. Intentional Interference With

Prospective Economic Advantage;13. Accounting;14. Injunctive Relief.

lCOMPLAINT

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COMES NOW, Plaintiff, THE IDS GROUP, INC., a California corporation, as

successor in all rights and interest to TAX DEFERRED SERVICES, INC., a California

Corporation, (hereinafter "TDS") and complains against defendants THE IRA CENTER, a

California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA"), an

individual; RENE ROCAMORA (hereinafter "ROCAMORA"), an individual; REBECCA

OLSEN (hereinafter "OLSEN"), an individual; EMPLOYEE BENEFIT SERVICES, INC., a

California Corporation (hereinafter "EBS"); WILLIAM L. KREBS, an individual (hereinafter

"KREBS"); PENSION PLANNERS SECURITIES, INC., a California Corporation (hereinafter

"PPSI"); GINA DUREYA, an individual (hereinafter "DUREYA"); BAR FINANCIAL, LLC

(hereinafter "BAR"); ANTHONY TARANTINO (hereinafter "TARANTINO"); JOHN

BRACKETT, an individual (hereinafter "BRACKETT"); ERIC A. HUCK, an individual

(hereinafter "HUCK") and DOES 1-100, inclusive, as follows:

I. PARTIES

1. Plaintiff, TDS, is a California corporation with its principal place of business

located at 6939 Sunrise Boulevard, Suite 250, Sacramento, California.

2. Defendant, IRA, is a California corporation with its principal place of business

located at 14388 Union Avenue, San Jose, California.

3. Plaintiff is informed and believes, and thereon alleges that, at all times herein

mentioned, defendant SCIANNA was a principal and Chief Operating Officer of defendant IRA.


mentioned, defendant ROCAMORA was a principal and Chief Financial Officer of defendant

IRA and thereafter became its Chief Operating Officer.


mentioned, defendant OLSEN was an officer of IRA.

6. Plaintiff is informed and believes, and thereon alleges that defendant

EMPLOYEE BENEFIT SERVICES, INC. (hereinafter "EBS"), is a California corporation with

its principal place of business located at 14388 Union Avenue, San Jose, California and is owned

and operated by Defendant ROCAMORA. Plaintiff is further informed and believes, and

2COMPLAINT

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thereon alleges that defendants ROCAMORA and OLSEN are the Chief Executive Officer and

Vice President/Managing Director of District Relations for BBS

7. Plaintiff is informed and believes and thereon alleges that defendant, PENSION

PLANNER SECURITIES, INC. (hereinafter "PPSI") is a California corporation with its

principal place of business located at 9700 Business Park Drive, Suite 200, Sacramento,

California 95827.

8. Plaintiff is informed and believes and thereon alleges that defendant

WILLIAM L. KREBS (hereinafter "KREBS") is an individual residing at 117 W. Gutierrez

Street. Santa Barbara, California 93101.

9. Plaintiff is informed and believes and thereon alleges that defendant BAR

FINANCIAL, LLC (hereinafter "BAR") is a California corporation with its principal place of

business located at 9700 Business Park Drive, Suite 200, Sacramento, California 95827.

10. Plaintiff is informed and believes and thereon alleges that defendant ANTHONY

TARANTINO (hereinafter TARANTINO") was and at all times is a partner in defendant BAR

FINANCIAL, LLC.

11. Plaintiff is informed and believes and thereon alleges that defendant ERIC A.

HUCK (hereinafter "HUCK") was and at all times is a partner in defendant BAR FINANCIAL,

LLC.

12. Plaintiff is informed and believes and thereon alleges that defendant JOHN

BRACKETT (hereinafter "BRACKETT"), was and at all times is a partner in defendant BAR

FINANCIAL, LLC.

13. Plaintiff is ignorant of the true names and capacities of defendants sued herein as

DOES I through 100, inclusive, and therefore sues these defendants by such fictitious names.

Plaintiff will amend this Complaint to allege their true names and capacities when ascertained.

14. Plaintiff is informed and believes, and thereon alleges, that at all times mentioned

herein, defendants, and each of them were the agents, principals, partners, associates, joint

venturers, employees, contractors, independent contractors and/or co-conspirators of each of the

remaining co-defendants; that defendants, and each of them, were at various relevant times

3COMPLAINT

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acting within the purpose and scope of said agency, partnership, association, joint venture,

employment, contractor/client relationship, independent contractor/client relationship and/or

conspiracy and that defendants, and each of them, were acting with the authorization, permission

and/or consent of the remaining co-defendants.

II. NATURE OF THE ACTION

15. This is an action by plaintiff IDS against defendants IRA, SCI ANN A,

ROCAMORA, OLSEN, KREBS and BBS who have and continue to infringe IDS' trademarks

and service marks; who have and continue to make misrepresentations in the marketplace that

are damaging to TDS' reputation, and its existing and prospective economic advantage; and who

have and continue to interfere with TDS' customer relationships and otherwise to compete

unfairly and unlawfully with TDS, and with the assistance of defendants DUREYA, PPSI,

TARANTINO, BRACKETT, HUCK and BAR as co-conspirators with the goal of putting TDS

out of business.

16. Plaintiff TDS seeks a Temporary Restraining Order, preliminary and permanent

injunction:

(a) enjoining all defendants from misrepresenting that they, or

any of them, are authorized by, related to, affiliated with, or otherwise associated

with TDS;

(b) enjoining all defendants from retaining and/or using

"TDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any

other trademark or service mark that is confusingly similar to a trademark or

service mark owned by TDS; and

(c) enjoining all defendants from misrepresentation and

disparagement of plaintiff TDS' financial condition and purported regulatory

problems and unfairly soliciting plaintiff TDS' existing representatives, and from

interfering with TDS' contracts with and selling to TDS' existing customers the

financial services provided by TDS.

COMPLAINT

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17. Plaintiff IDS also seeks an accounting of the commissions from wrongful sales

and/or diverted sales of financial services by defendants; damages according to proof; and

restitution of all monies unlawfully gained by defendants due to the conduct alleged herein.

HI. THE INDUSTRY

18. Beginning in or about 1979, TDS has been a Plan Administrator, as that term was

commonly known, which provides administrative services to non-profit Public Schools, County

Offices of Education and/or Community Colleges throughout the United States (hereinafter

"School Districts")- Typically, members of these groups are school employees who are eligible

to create certain defined contribution retirement plans, commonly known as Internal Revenue

Code Section 457 or 403(b) Plans. These Plans allow school employees to save money from

their earnings and to purchase certain financial products from life insurance companies and

mutual funds. The services that TDS provides as a Plan Administrator include, among other

things, being the Compliance Administrator for the various defined contribution plans, which

plans require compliance with federal and state tax regulations, and being the common remitter

(i.e., monthly gross payments from the schools are allocated and paid to each vendor that has

established a financial product for an individual teacher). By virtue of these contracts, TDS has

become the financial advisor to the school employees and end participants, hi addition to the

Plan Administrator Services, these contracts provide that TDS shall be the exclusive plan

provider for 457 accounts. Over time TDS has developed a reputation as a trustworthy source of

information and a reliable endorsement of other companies that provide financial services.

19. Since 1979, Plaintiffs predecessor adopted the trademarks and/or service marksi"Tax Deferred Services" and "TDS", which it clearly imprinted on business cards, payroll flyers,

logos, stationery, brochures and other marketing materials that were extensively and

continuously utilized to promote and provide its services and financial products. On or about

July 14,2006 THE TDS GROUP, INC. was formed (hereinafter "THE TDS GROUP"), which

became the successor in all rights and interest to TAX DEFERRED SERVICES, INC. and which

adopted the trademark and/or service mark "THE TDS GROUP, INC." which it clearly

imprinted on business cards, payroll fliers, logos, stationery, brochures and other certain

5COMPLAINT

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marketing materials that were used to provide its services and financial products. Plaintiff has

extensively and continuously used THE TDS GROUP trademark and service mark in the

marketing and sale of services and financial products since July 14, 2006 and has continued to

use the trademarks and service marks TAX DEFERRED SERVICES, INC. and TDS, as well.

20. Plaintiff TDS has extensively advertised and promoted the trademarks and service

marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to Public

Schools, County Offices of Education and/or Community Colleges and teachers through the

United States, through various methods of advertisements. As a result of these activities the

public, including non-profits, School Districts, County Offices of Education and/or Community

Colleges and teachers through the United States, has come to know of TDS and recognize these

trademarks and service marks as being associated exclusively with plaintiff TDS. Plaintiffs

TDS trademarks and service marks are an asset of inestimable value to TDS, representing and

embodying its goodwill and favorable reputation.

21. In order to provide Plan Administrator services to the various School Districts,

County Offices of Education and Community Colleges, TDS entered into agreements with

certain entities and individuals to act as representatives of TDS and licensed the use of its

trademarks and service marks (hereafter, the TDS representatives).

22. hi addition to providing the Plan Administrator services, the principals of TDS

were also licensed to sell financial products including life insurance and securities and in that

capacity developed a network of licensed representatives to sell certain financial service products

to school employees that included, among other things, life insurance and annuities. In order to

facilitate providing these services, TDS entered into an arrangement with a Broker/Dealer who

was positioned over the entire network of TDS licensed representatives. The Broker/Dealer

would receive commissions from the various life insurance companies and mutual funds and pay

TDS and the respective TDS representatives their shares of commission realized from any sale of

financial products. To assist the Broker/Dealer in administration of the financial products being

purchased and the payment of the fees associated with them, the Broker/Dealer appointed one of

the principals of TDS as the Office Supervisor Jurisdiction ("OSJ") who supervised all the

6COMPLAINT

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Broker/Dealer representatives and the quality of the financial products sold under the

Broker/Dealer, which enabled him to earn a greater portion of the commission revenue

generated.

23. Over the past 30 years that TDS has been in business it has controlled the change

of Broker/Dealers for its network on several occasions, always able to transfer its Book of

Business to the new Broker/Dealers and a principal of TDS always remaining the OSJ.

24. On or about September 2002, TDS changed its Broker/Dealer to defendant

Pension Planners Securities, Inc. ("PPSI") which was owned by defendant DUREYA. At that

time as usual, a principal of the Plaintiff was the OSJ to assist her in administration. And further.

PPSI approved the TDS activity as the Plan Administrator when adopting the TDS principals as

licensed agents along with the network of licensed representatives that were loyal to TDS and

would operate under the PPSI Broker/Dealer license.

IV. TDS AND IRA/KREBS ENTERED INTO AN AGREEMENT AUTHORIZING

THEM TO USE THE TDS PROPRIETARY MARKS

25. On or about August 30, 2002, Plaintiff TDS ("Franchisor") and defendants,

SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist

TDS in marketing and providing its Plan Administrator services and expanding its network. A

true and correct copy of the Franchise Agreement is attached hereto and incorporated herein as

Exhibit "A," which provides, among other things:

"A. The Franchisor has the right to license certain trade names,

trademarks, service marks, logos, photographs and indicia or (sic) origin,

including the service mark "Tax Deferred Services", as may be designated now or

later by the Franchisor (the 'Proprietary Marks')."

"B. The Franchisor grants a license to use the Proprietary Marks and

financial planning services operating under the name TAX DEFERRED

SERVICES ("TDS")."

COMPLAINT

1 "C. The Franchisee desires to acquire from the Franchisor and the

2 Franchisor desires to grant to the Franchisee a license to use the Proprietary

3 Marks and any financial materials at a specified location within a designated

4 geographical area, subject to and in accordance with the terms of the Agreement

5 (the "IDS Franchise")-"

6 "2. DUTIES OF THE FRANCHISEE

7 2.1 During this Agreement, the Franchisee will restrict his or her activities

8 exclusively to financial services for public or private education at the TDS

9 Financial Franchise unless otherwise approved in writing by the Franchisor."

10 "2.6 In order to protect the goodwill associated with the Proprietary

11 Marks, the Franchisee will use exclusively the services and products authorized

12 by TDS Products and Services Approval Committee."

13 "4. FEES

14 4.1 The Franchisee will pay to the Franchisor a continuing fee during this

15 Agreement in an amount equal to ten (10%) percent of the Franchisee's 'Gross

16 Revenue'."

17 "8. CONDITIONS OF TRANSFER OR SALE OF INTEREST

18 8.4 Any purported assignment, transfer, conveyance or encumbrance of

19 the TDS Franchise, any right or interest created in this Agreement, or if any

20 ownership interest in the Franchise, without the written consent of the Franchisor,

21 is null and void, and results in termination of this Agreement as stated in

22 Article 9."

23 "9. DEFAULT AND TERMINATION

24 9.2 Except as otherwise provided by applicable law, the Franchise will be

25 deemed in default under this Agreement and the Franchisor may, at its option,

26 terminate this Agreement and all rights granted in this Agreement without

27 affording the Franchisee any opportunities to cure the default, with the

28 termination effective immediately upon the earlier of receipt of notice of

8COMPLAINT

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termination by the Franchisee or, if the notice of termination is deposited by the

Franchisor in the United States mails, certified mail, then five (5) days after the

mailing by the Franchisor, upon the occurrence of any of the following events:

9.2.6 The Franchisee attempts to, or purports to, transfer any rights

or obligations under this Agreement, or otherwise, to any third party, contrary to

the terms of Article 8;

Article 11;

9.2.7 The Franchisee fails to comply with covenants stated in

9.2.8 The Franchisee fails to pay 10% of the Franchisee's gross

revenue or other payments on specific due dates to Franchisor."

Article 11 Covenants provides:

"11.2 The Franchisee agrees that during the term of this Agreement, the

Franchisee will not either directly or indirectly, for himself or herself, or

through, on behalf of, or in conjunction with any person, persons, partnerships or

corporation:

11.2.1 Divert or attempt to divert any business or customer

from the IDS Franchise to any competitor, by direct or indirect inducement or

otherwise, or do or perform, directly or indirectly, any other act injurious or

prejudicial to the goodwill associated with the Proprietary Marks." [Emphasis

added.]

26. From on or about August 30,2002, up through September, 2008 the defendants

IRA and KREBS operated under the terms and conditions of the Franchise Agreement without

incident.

V. PPSI/DUREYA BEGIN THEIR PATTERN OF INTENTIONAL

INTERFERENCE WITH TDS' BUSINESS RELATIONSHIPS BY DRIVING A

WEDGE BETWEEN TDS AND ITS REPRESENTATIVES (SALES FORCE)

27. Plaintiff is informed and believes, and based thereon alleges, that on or about

August, 2008, defendant DUREYA sold her brokerage business PPSI to defendant BAR

9COMPLAINT

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Financial. BAR Financial was at that time the OSJ for Financial Network Investment

Corporation (hereinafter "FNIC"), a Broker/Dealer and wholly owned subsidiary of ING. The

effect of this transaction was to impose FNIC as the replacement Broker/Dealer for the Book of

Business of TDS without continuing the OSJ provided by TDS.

28. About September 2008, upon the completed acquisition of defendant PPSI by

defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR, that

FNIC rejected the Plan Administrator services by TDS and that a business affiliate of FNIC.

through its parent ING, specifically "ING Plan With Ease," would be taking over the Plan

Administrator services for all of the TDS clients. The intended outcome of this change was to

eliminate TDS as a competitor to the defendants by putting them out of business.

29. TDS refused to relinquish its position as Plan Administrator and further, the

principals of TDS refused to relinquish their positions as licensed sales representatives of

financial products, thereby challenging the influence of defendants BAR and DUREYA over the

existing force of representatives that had formerly shown allegiance to TDS (sometimes referred

to as the TDS representatives). Concurrent with the threat posed by defendants BAR and

DUREYA, TDS requested that BAR and DUREYA make a bulk transfer of the Book of

Business to its new chosen Broker/Dealer, Questar Capital Corporation (hereinafter "Questar"),

and advised all of its representatives that all further business would be conducted through

Questar. Questar had accepted the Plan Administrator services of TDS, unlike BAR and

DUREYA.

30. While DUREYA initially agreed to allow the TDS principals to block transfer its

Book of Business, as was the custom in the industry, the defendants reversed their position and

notified the TDS principals they would not make a block transfer of their clients to their new

Broker/Dealer Questar.

31. On or about September, 2008, when Mr. Holt (a principal of TDS) attempted to

move his clients to Questar, as his new Broker/Dealer, defendants BAR and DUREYA

intentionally interfered by refusing to make a bulk transfer of his Book of Business. In addition,

the TDS representatives were notified by defendants BAR and DUREYA that unless they stayed

10COMPLAINT

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with DUREYA and BAR they would lose the stream of commissions they were entitled to from

the prior financial products sold. Consequently, all of the IDS representatives, for fear of losing

their commissions, stayed with defendants DUREYA and BAR.

32. Plaintiff is informed and believes, and based thereon alleges, that defendant PPSI

promised defendant BAR and FNIC that it could deliver all of the IDS clients which included

356 California Schools, to ING's Plan With Ease and all of the 457 plan assets that exceeded

over $100 million, if they would buy defendant PPSI. Defendant PPSI schemed to accomplish

this by attempting to force TDS to give up its Plan Administrator Business which it had been

conducting over the last 30 years and specifically, authorized by defendant PPSI for the

previous 6 years, but thereafter took the contrary position that TDS' business was unauthorized

once defendant PPSI had been acquired by BAR Financial and FNIC.

VI. SMEAR CAMPAIGN

33. In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan

assets (over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,

conspired, schemed, planned and executed with the defendants, and each of them, a campaign

against TDS with the intention to drive the TDS clients and representatives away which would

cause it to go out of business since all commissions would not be paid and TDS would lose its

income. Included in this conspiracy campaign and scheme were statements made by defendant

DUREYA and the other defendants, and each of them, together with actions taken in TDS' name

which were not authorized by TDS as follows:

(1) On or about January 22,2009, defendant OLSEN, while under

contract as a TDS representative and required to be loyal to TDS, contacted

Virginia Casanovas at the Cambrian Elementary School District and told her that

she would find them a new Plan Administrator.

(2) In February, 2009, defendant ROCAMORA told all the IRA

representatives that TDS would be out of business in the next 3-4 months, and

that they were moving all the districts to a new Plan Administrator;

28

11COMPLAINT

1 (3) In February 2009 and continuing to the present, defendant

2 DUREYA visited and/or contacted every TDS advisor/representative in the

3 network and warned they should not go to Questar, the new Broker/Dealer,

4 knowingly, falsely stating that TDS was in severe financial trouble and threatened

5 that if they did try to transfer their accounts to Questar, the clients would not be

6 transferred to Questar and the representatives would lose their commissions;

7 (4) On or about March 18,2009, defendant DUREYA contacted a new

8 Plan Administrator, Great American Plan Administrators, Inc., to replace TDS,

9 knowing that TDS had contracts with the various School Districts had the

10 exclusive solicitation rights for employees' 457 plans;

11 (5) About April 10,2009, defendant KREBS developed a flyer for the

12 Visalia School District promoting the sale of a financial service without TDS' or

13 Broker Dealer approval, which was contrary to the terms of the agreement with

14 TDS and a violation of securities regulations;

15 (6) On April 10,2009, Defendant KREBS sent a letter to School

16 Employees appearing to instruct them to contact TDS as the Plan Administrator

17 regarding compliance questions, while in fact surreptitiously directing them to

18 call his office directly, all of which was contrary to the agreement with TDS; and

19 falsely representing to the employees that he was authorized to conduct

20 compliance;

21 (7) On or about April 23,2009, defendants TARANTINO,

22 BRACKETT, KREBS ROCAMORA, BAR and IRA organized a conference call

23 to discuss replacing TDS as the Plan Administrator with ING as the Plan

24 Administrator coupled with the common remitting business through defendant

25 BAR and FNIC;

26 (8) On or about May 7,2009, Alonzo Wickers, CEO of TDS, spoke

27 with Dianne Johnson, a TDS representative in Tennessee, who reported she was

28 contacted by defendants TARANTINO and BAR and told that "TDS would be

12COMPLAINT

1 going out of business in 60 to 90 days." She asked how that was possible and

2 defendant TARANTINO stated that many of the TDS representatives were going

3 to leave TDS and transfer TDS' School District clients to a new 403(b) Plan

4 Administrator, which would result in TDS losing its commissions paid to Alonzo

5 Wickers, and they would not be able to stay in business when this income

6 stopped. Defendant TARANTINO further advised that he was sponsoring a

7 meeting through BAR Financial to facilitate this outcome in San Francisco and

8 asked her to attend;

9 (9) On or about May 13,2009 through June 24,2009, defendants

10 KREBS, ROCAMORA and DUREYA contacted each other to set up a private

11 meeting without any principal of TDS present to further coordinate the scheme,

12 plan and conspiracy to put TDS out of business;

13 (10) On or about June 19,2009 the defendants held a meeting with the

14 network of TDS advisors/representatives, unbeknownst to plaintiff, to further

15 explain that TDS was going out of business, and that TDS would be replaced with

16 a new Plan Administrator, National Benefit Services, whose representatives were

17 introduced during the meeting;

18 (11) On or about May 15,2009, defendants KREBS and ROCAMORA

19 held a compliance seminar, specifically with the Santa Clara County Office of

20 Education (COE), which was done without TDS' authorization, knowledge or

21 consent;

22 (12) On or about June 22,2009, defendants ROCAMORA and EBS

-23 sent an email requesting defendant KREBS to provide a "more specific head

24 count of the participating or eligible participants in his districts" with the

25 understanding that to collaborate with NBS as the group's new Plan

26 Administrator, under a three-party agreement;

27 (13) On or about June 22,2009, defendants DUREYA and BAR in

28 furtherance of their nefarious goal to replace TDS with NBS as the new Plan

13COMPLAINT

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Administrator, negotiated fees and charges that vendors should pay for the Plan

Administrator services;

(14) On or about June 24,2009, defendant KREBS forwarded to the

other defendants, all the documents necessary to replace TDS as the Plan

Administrator with NBS.

(15) On or about June 23,2009, defendants TARANTINO and BAR

advised TDS representative James Adjar that he would lose his commissions on

his clients if he moved to Questar, the new Broker/Dealer;

(16) On or about June 15,2009, TDS had a telephone conference with

all of its representatives during which all representatives were advised that

Questar was the new Broker Dealer, and that all representatives would need to

confirm, in writing by June 22,2009, that they were on board or would be

terminated at that point.

(17) On or about June, 2009, defendants DUREYA and KREBS, during

a conference call with the TDS network of representatives invited, knowingly and

falsely stated that TDS had serious financial troubles and that the TDS

representatives would be taunted by allegations of embezzlement unless they

distanced themselves in a hurry from TDS;

(18) Alonzo Wickers, TDS' principal, had regulatory and compliance)

problems and that he was being audited by the SEC.

VII. TERMINATION OF IRA AND KREBS

34. On or about June 26,2009 TDS, after not getting confirmation that defendants

IRA, ROCAMORA, OLSEN and KREBS had transferred to Questar, TDS notified defendants

IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as TDS

representatives and requested that they cease and desist from representing themselves as being

affiliated with TDS and that they should return all TDS promotional literature and marketing

materials that utilized TDS' trademarks and service marks.

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35. This notice of termination was issued by plaintiff TDS after defendants IRA,

EBS, ROCAMORA, OLSEN and KREBS decided they would not come over to IDS' new

Broker/Dealer, Questar.

36. Plaintiff is informed and believes and based thereon alleges that, despite these

written notices, defendants IRA, EBS, ROCAMORA, OLSEN and KREBS have continued to

represent themselves as representatives and/or affiliates of TDS, thereby infringing the

trademarks and service marks of TDS; having continued to sell financial services to TDS clients

without paying 10% of the gross revenue generated; have utilized a rubber signature stamps

created without authorization or approval to execute certain compliance documents that only

TDS was authorized to execute and have undertaken certain conduct to disparage TDS and

interfere with its clients which includes, among other things, the following:

(a) advising TDS clients, specifically School Districts, County Offices

of Education and Community Colleges, that TDS was in severe financial trouble,

that checks were being returned NSF from the common remitting TDS provided,

that one of the TDS principals (Alonzo Wickers) had regulatory compliance

problems, and that TDS was going out of business;

(b) advising TDS clients, specifically Public Schools, County Offices

of Education and Community Colleges, that they should move their Plan

Administration business from TDS to National Benefit Services that defendants

would become affiliated with;

(c) contacted TDS clients, specifically school employees in various

School Districts, who were already in 457 plans and resold and/or contracted

them to 403 (b) plans, which provided no benefit to the school employees but

allowed the defendants to earn a new commission (which is considered illegal

churning), and redirect the client from TDS;

(d) the defendants, acting as agents for each of them as part of and in

furtherance of the conspiracy, made the foregoing statements to the following

clients:

15COMPLAINT

1 (1) On June 23,2009, IDS' President, Loy Douglas Holt, met

2 with Linda Dempsey, Chief Business Officer (CBO) of Monrovia Unified School

3 District and was told by her that Defendant KREBS told her that IDS was

4 changing Plan Administrators and left brochures for NBS, as the new Plan

5 Administrator;

6 (2) On June 23,2009, Mr. Holt also met with Ken Prosser,

7 Assistant Superintendent of Fiscal Services and with Tom Etchart, Director of

8 Finance for the Ventura County Office of Education and was told that defendant

9 KREBS had given a presentation to the School District representatives stating that

10 TDS was going with a new Plan Administrator, NBS;

11 . (3) On June 29,2009, Mr. Holt met with Margie Gustafson,

12 County Office of Education (COE) for San Mateo, who stated that defendant

13 OLSEN came to meet her under the auspices of representing TDS (and presented

14 a TDS business card), and stated that TDS was going to a new Plan

15 Administrator, NBS, and left her brochure for NBS;

16 (4) . On June 24,2009, Mr. Holt also met with several

17 representatives of Union Unified School District, specifically Nimrat Johnal

18 (Santa Clara County COE), Nan Wijcik (CBO), Rita Sohal, Serena Glancy and

19 Linda Rode (Payroll Department of Union USD) to discuss their concerns over

20 the rumors they heard from defendants IRA, OLSEN, ROCAMORA and EBS

21 that TDS had certain financial problems which included, among other things,

22 common remitting checks being returned for non-sufficient funds (NSF),

23 regulatory compliance audit problems and were confused as to who to deal with

24 on plan compliance, since the defendants had directed them to deal with the local

25 San Jose office directly;

26 (5) On June 30, 2009, Mr. Holt spoke with Rhonda Wang,

27 Assistant Comptroller of Foothill De Anza Community College District, and was

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16COMPLAINT

1 told that she heard from representatives of defendant IRA that IDS was in

2 financial distress;

3 (6) On July 1,2009, Mr. Holt met with Chris Jew, Assistant

4 Supervisor of Business Services for Oak Grove Elementary School District and

5 was told that defendant IRA's representatives stated that TDS was having

6 financial difficulties and that checks were being returned NSF from the common

7 remitter account;

8 (7) On July 1,2009, Mr. Holt met with Joanne Chin of

9 Franklin McKinley Unified School District and was told that she had heard of the

10 financial rumors and was told by a representative of defendant IRA, BBS, OLSEN

11 and ROCAMORA, that all compliance for Plan Administration should be sent to

12 defendant's local office rather than to TDS' corporate office;

13 (8) On July 1,2009, Mr. Holt also met with Jim Luyau,

14 Assistant Supervisor of Business Services for the Santa Clara Unified School

15 District, who advised that Doris Luang, a TDS representative of defendant IRA,

16 OLSEN, ROCAMORA and BBS stated that TDS was having financial difficulties

17 and that they should deal directly with the local San Jose office;

18 (9) On July 1,2009, Mr. Holt also met with Tina Tsu, Director

19 of Fiscal Services for Berryessa Union School District, who stated that she had

20 recent phone calls from defendant IRA's representative that advised TDS was

21 having financial trouble and was having checks returned from the common

22 remitter account for NSF;

23 (10) On July 1,2009, Mr. Holt also met with Julie Swanson

24 (CBO) for Cambrian Elementary School District, who stated that she had heard

25 from defendant IRA's representatives that TDS had fiscal problems, and was

26 having vendor checks returned NSF from the common remitter account and was

27 having vendor checks returned NSF from the common remitter account;

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17COMPLAINT

1 (11) On July 1,2009, Mr. Holt also met with Alejandra San

2 Miguel, Human Resources for Campbell Union Elementary School District, who

3 stated that defendant OLSEN on behalf of defendants IRA and BBS previously

4 came to her office and advised that all plan compliance had to be done at the local

5 San Jose office and provided return envelopes that reflected the same, which

6 caused her confusion as to who to direct the plan compliance to;

7 (12) On July 7,2009, Mr. Holt met with Cathy Grovenberg,

8 Assistant Supervisor of Business Services for Santa Clara (COE) who stated that

9 representatives of defendant IRA had told her that IDS was in financial trouble,

10 that vendor checks were being returned NSF from the common remitter account

11 and that it was under audit and relayed that there was a rift created between the

12 local San Jose office and the corporate office;

13 (13) On July 9,2009, Mr. Holt and three other representatives of

14 TDS attended a Multiple District County meeting in Santa Clara, that was

15 attended by over 30 representatives throughout the county that was called by

16 Nimrat Johnal, to discuss the rumors spread by the defendants, specifically

17 defendants IRA, ROCAMORA, OLSEN, EBS and KREBS, that TDS had

18 financial problems, that it had vendor checks returned NSF from its common

19 remitter account, that it had regulatory and compliance problems and TDS had

20 done illegal activities;

21 (14) On July 9,2009, Mr. Holt spoke with Julie McCarthy a

22 representative from the Brisbane School District who advised that she had

23 received a telephone call from defendant OLSEN on July 8,2009, during which

24 she requested to meet to discuss moving the School District to another Plan

25 Administrator because of the financial troubles TDS was having. Ms. McCarthy

26 stated that she was unaware of any problems TDS was having until she received

27 the phone call from defendant OLSEN.

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18COMPLAINT

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(15) On July 17,2009, Mr. Holt spoke with Ann Jones (CBO) of

the San Jose Unified School District who stated that representatives from

defendant IRA had advised that IDS had regulatory compliance issues and was

being audited, had financial troubles which included checks returned NSF;

(16) On July 17,2009, Mr. Holt met with Jerry Ken, Assistant

Supervisor of Business for Eastside Union High School District and Vida

Branner-Sidess and Jill Kaufman (representatives of East Side Union HSD), who

attended the Santa Clara COE meeting on July 7,2009 and wanted further

confirmation concerning the rumors raised regarding TDS' financial troubles;

(17) On July 17,2009, Mr. Holt met with Margie Gustafson

(COE) of San Mateo and approximately 30 other representatives and CBO's of

the district to discuss the rumors they heard from the representatives of defendants

IRA, OLSEN and ROCAMORA regarding IDS' financial and regulatory

problems and whether TDS had returned vendor checks.

(18) .On July 17,2009, Mr. Holt spoke with Vicky Rinehart,

Superintendent of Knightsen School District, who stated that TDS had financial

and regulatory audit issues that she had heard from representatives of defendants

IRA, OLSEN and ROCAMORA.

(19) On July 17,2009, Mr. Holt spoke with Nancy Anderson,

Director, Moreno Valley Unified School District who stated that she had heard

from representatives of defendants IRA, OLSEN, ROCAMORA and KREBS that

TDS was having financial difficulties and that defendant KREBS had told her

vendor checks were being returned NSF, that TDS was being audited by the SEC

and Mr. Wickers had failed a compliance audit; She thereafter contacted several

other districts and was told the information was inaccurate;

All of the foregoing representations made by defendants were false, were known by the

defendants to be false or were made without any reasonable belief to the truth of the matters

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19COMPLAINT

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stated at the time they were made, and were made with the intent to disparage and harm its

reputation and to cause economic harm to TDS.

FIRST CAUSE OF ACTION

Statutory Unfair Competition in Violation of California Bus. & Prof. Code §17200

(Against Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS)

37. Plaintiff, TDS hereby incorporates by reference, each and every allegation

contained in paragraphs 1 through 36 of this Complaint.

38. Defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS

activities as set forth herein constitute acts of unfair and/or unlawful competition, and unfair

and/or unlawful business practices under California Business & Prof. Code § 17200 et seq.

39. Defendants' acts of unfair and/or unlawful business practices include, but are not

limited to: the conversion of TDS' personal property for defendants' own use and benefit; the

selling of TDS products without authorization; the conversion of proceeds from the sale of TDS'

products for defendants' own use and benefit; falsely representing to the public that defendants

are authorized by, affiliated with and/or related to TDS; falsely representing to the public that

defendants are the source of TDS services and financial products; unfairly and/or unlawfully

diverting sales from TDS' existing and/or prospective customers to defendants; intentionally

interfering with TDS customer relationships; misleading the public by using trademarks and/or

service marks that are identical or confusingly similar to trademarks and/or service marks owned

by TDS in the marketing of their competitive services and financial products; and falsely

representing to the public the nature and source of TDS financial products and services.

40. As a proximate result of defendants' unfair and/or unlawful business practices,

TDS has suffered, and is continuing to suffer, irreparable injury, and defendants unlawfully

gained profits which they are not legally entitled to keep.

41. The unfair and/or unlawful business practices of defendants complained of herein

are likely to continue unabated unless and until defendants are enjoined and restrained by this

Court. TDS is, therefore, entitled to preliminary and permanent injunctive relief and restitution

against defendants, and each of them.

20COMPLAINT

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SECOND CAUSE OF ACTION

Common Law Unfair Competition

(Against all Defendants)

42. Plaintiff, IDS hereby incorporates by reference, each and every allegation

contained in paragraphs 1 through 36 of this Complaint

43. Defendants' adoption and unauthorized use of TDS' trademarks and service

marks in the marketing and sale of competing financial products and services have enabled

defendants to falsely pass off their products and services as being sold, sponsored, authorized, orr

otherwise affiliated with TDS.

44. Defendants' acts constitute unfair competition under California common law.

45. As a direct and proximate result of defendants' acts as allege herein, TDS has

suffered and will continue to suffer damages, including lost profits, in an amount subject to proof

at trial.

46. Defendants' acts have caused and will continue to cause irreparable harm to TDS

unless restrained by this Court. TDS has no adequate remedy at law. Accordingly, TDS is

entitled to an order enjoining and restraining defendants, during the pendency of this action and

permanently thereafter, from marketing, distributing and offering for sale or selling their

products and/or services through the use of the trademarks and/or services marks "TAX

DEFERRED SERVICES, INC." "TDS" or "THE TDS GROUP, INC." or any other mark

confusingly similar to TDS.

47. Defendants' acts of unfair competition were intentional, fraudulent and malicious.

By reason thereof, TDS is also entitled to an award of punitive and exemplary damages against

defendants, and each of them, in an amount subject to proof at trial.

21COMPLAINT

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THIRD CAUSE OF ACTION

Statutory False Advertising in Violation of California

Business & Professions Code §17500

(Against All Defendants)

48. Plaintiff, IDS hereby incorporates by reference, each and every allegation

contained in paragraphs 1 through 36 of this Complaint.

49. Defendants' activities as set forth herein constitute acts of false advertising under

California Business & Professions Code § 17500 et' seq.

50. Defendants' acts of false advertising include, but is not limited to:

a. Falsely representing to the public that defendants are authorized

by, affiliated with and/or related to TDS;

b. Falsely representing to the public that defendants are able to

provide Plan Administrator services of TDS and/or sell TDS financial service

products.

c. Misleading the public by using trademarks and/or service marks

that are identical or confusingly similar to trademarks and/or service marks owned

by TDS; and

d. Falsely representing to the public the nature and source of TDS'

services.

51. As a proximate result of defendants' false advertising, TDS has suffered, and is

continuing to suffer, irreparable injury, and has incurred, and is continuing to incur, monetary

damages in an amount subject to proof at trial.

52. Defendants' acts of false advertising practices are likely to continue unabated

unless and until defendants are enjoined and restrained by this Court. Plaintiff TDS is, therefore,

entitled to preliminary and permanent injunctive relief and restitution against defendants, and

each of them.

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FOURTH CAUSE OF ACTION

Federal Unfair Competition - False Designation of Origin



contained in paragraphs 1 through 36, of this Complaint.

54. Defendants' unauthorized and unlawful use of marks that are identical or

confusingly similar to IDS' trademarks and service marks is likely to confuse, deceive or cause

mistake to members of the public and persons in the trade as to the source of origin of

defendants' services and/or financial products, such that the public and persons in the trade are

likely to believe, contrary to fact, that defendants' services and financial products are ,sold, or,

licensed, endorsed, sponsored, or otherwise authorized by TDS and constitutes a false

description and/or false designation of origin, which are damaging to plaintiff.

55. Defendants' false representations that (a) defendants are authorized by, affiliated

with and/or related to TDS; (b) defendants own and/or have some ownership interest in TDS

and/or TDS services; and/or (c) defendants are the source of TDS services, are likely to confuse

or deceive members of the public and persons in the trade as to the origin of the defendants'

services, such that the public and persons in the trade are likely to believe, contrary to fact, that

defendants' services are sold or licensed, endorsed, sponsored, or otherwise authorized by TDS

and constitutes a false description and/or false designation of origin, which are damaging to

plaintiff.

56. TDS is informed and believes, and thereon alleges, that defendants' false

representations as to the origin of their goods and services are, and have been, intentional,

deliberate and willful defendants intentional use of the terms "TAX DEFERRED SERVICES,

INC.; TDS and THE TDS GROUP, INC. to identify them and the services and financial products

they sell and thereby compete with plaintiff in the same market constitutes federal unfair

competition in violation of Section 43(a) and (c) of the Lanham Act, 15 U.S.C. Section 1125(a).

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23COMPLAINT

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57. As a proximate result of defendants' false representations, TDS has suffered, and

is continuing to suffer, irreparable injury, and has incurred, and is continuing to incur, monetary

damages in an amount subject to proof at trial, including but not limited to attorney's fees.

58. The false representations of defendants complained of herein are likely to

continue unabated unless and until defendants are enjoined and restrained by this Court. TDS is,

therefore, entitled to preliminary and permanent injunctive relief against defendants, and each of

them, in addition to compensatory damages, costs and reasonable attorney's fees.

FIFTH CAUSE OF ACTION

Product Disparagement Under Lanham Act(Against All Defendants)


contained in paragraphs 1 through 36, of this Complaint.

60. Defendants' statements to customers and potential customers of TDS, as set forth

13 in paragraphs 33 and 36 of this Complaint:

14(A) Constitute commercial speech by defendants commercial competitors of

15plaintiff;

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(B) For the purpose of influencing customers and potential customers not to

purchase TDS' services and/or financial products, but rather to purchase

defendants' competing services and/or financial products;

(C) Were widely disseminated to a significant portion of the potential market;

(D) Are false and misleading descriptions or representations of fact which22

misrepresent the nature, characteristics and quality of TDS' services and/or23

financial products;

(E) Were likely to and did damage TDS' business.

61. Defendants are therefore liable to TDS in damages pursuant to Section

43(a)(l)(B) of the Lanham Act, 15 U.S.C. § 1125(a)(l)(B).

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24COMPLAINT

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62. In addition, IDS is entitled to an injunction prohibiting defendants from further

violations of the Lanham Act.

SIXTH CAUSE OF ACTION

Unfair Competition Under California State Law

Violation of California Business & Professions Code §17200


63. Plaintiff TDS incorporates by reference Paragraphs 1 through 36 of this

Complaint as though fully set forth herein.

64. Defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS

activities as set forth herein also constitute trademark infringement and unfair competition under

the laws of the State of California and at common law.

65. As a result of defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS,

EBS intentional state and common law trademark infringement and unfair competition, Plaintiff

TDS has suffered, and is continuing to suffer, irreparable injury, and has incurred, and is

continuing to incur, monetary damages in an amount to be determined at trial.

66. The infringing and unfair competitive activities of defendants complained of

herein are likely to continue unabated unless and until defendants are enjoined and restrained by

this Court.

SEVENTH CAUSE OF ACTION

Common and Statutory Trademark Infringement Under State Law

(Against Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS)

67. Plaintiff incorporates by reference Paragraphs 1 through 36, inclusive, of this

Complaint, as though folly set forth herein. •

68. By their acts alleged herein, defendants IRA, SCIANNA, ROCAMORA, OLSEN,

KREBS, and EBS have engaged in trademark infringement under the common and statutory

laws of the State of California and California Business and Professions Code § 14330, et seq.

25COMPLAINT

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69. Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS have

intentionally deceived the public by misrepresenting that'their financial services are in some way

sponsored or authorized by plaintiff TDS.

70. Plaintiff is informed and believes, and thereon alleges that, the aforesaid acts were

undertaken willfully and with the intention of causing confusion, mistake or deception on the

part of the consumers of TAX DEFERRED SERVICES, INC., TDS, and/or THE TDS GROUP.

71. Asa proximate result of the acts of defendants, and each of them, as alleged

herein, plaintiff TDS has suffered, is suffering and will continue to suffer irreparable damage

and, unless said defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS are

restrained from continuing its wrongful acts, the damage will be increased since no adequate

remedy at law exists.

EIGHTH CAUSE OF ACTION

Slander Per Se Against TDS


72. Plaintiff, TDS hereby incorporates by reference paragraphs 1 through 36 of this

Complaint as if fully set forth herein.

73. As specifically identified hi paragraphs 32 and 35 of this Complaint, defendants

published unprivileged false and defamatory statements of fact to third parties of and concerning

plaintiff TDS' financial and regulatory compliance problems.

74. Defendants published these false and defamatory statements negligently, with

reckless disregard of their truth or falsity, and/or with knowledge of their falsity when made.

75. Defendants identified false and defamatory published statements have caused

injury and damage to TDS' reputation, goodwill and prestige.

76. As a direct result of defendants' identified false and defamatory published

statements, TDS has suffered actual injury, including pecuniary damage.

77. As a result of defendants' identified false and defamatory published statements,

TDS is entitled to nominal, general and exemplary damages.

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26COMPLAINT

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NINTH CAUSE OF ACTION

For Breach of Contract


78. Plaintiff, IDS hereby incorporates by reference paragraphs 1 through 36 of this


79. As set out more fully in paragraph 25, supra, on or about August 30,2002,

plaintiff TDS entered into a written Franchise Agreement (Exhibit "A") to assist TDS in

marketing and supplying its Plan Administrator services and expanding its network.

80. Plaintiff duly performed all its obligations in accordance with the terms of the

Franchise Agreement, except insofar as defendants prevented such performance by their acts or

omissions.

81., From and since June 26,2009 and continuing through the present, defendants

breached the Franchise Agreement by (1) continuing to represent themselves as representatives

and/or affiliates of TDS, thereby infringing the trademarks and service marks of TDS;

(2) continuing to sell financial services to TDS clients without paying 10% of the gross revenue

generated; (3) utilizing a rubber signature stamps created without authorization or approval to

execute certain compliance documents that only TDS was authorized to execute; and

(4) undertaking certain conduct to disparage TDS and interfere with its clients. Plaintiff is

informed and believes and thereon alleges that Defendants IRA, ROCAMORA, OLSEN, EBS

and KREBS also breached the Franchise Agreement prior to this time by selling financial

services to TDS clients without paying 10% of the gross revenue generated by diverting sales in

such a manner that prevented TDS from having knowledge that such sales occurred.

82. As a result of defendants' breach of the Franchise Agreement, plaintiff has

suffered damage in an amount according to proof.

27COMPLAINT

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TENTH CAUSE OF ACTION

Business Disparagement


83. Plaintiff, TDS hereby incorporates by reference paragraphs 1 through 36 of this


84. As specifically identified in paragraphs 33 and 36 of this Complaint, defendants,

and each of them, published unprivileged false and disparaging statements of fact about plaintiff

TDS and its financial services to third party clients of plaintiff s financial condition, and

purported regulatory difficulties.

85. Defendants, and each of them, both individually and in furtherance of their

conspiracy, published false and disparaging information with malice, hi that they knew the

statements were false, and/or acted in reckless disregard of their truth or falsity, and/or acted

with ill will toward plaintiff TDS, and/or intended without privilege to interfere in TDS'

economic interests.

86. Defendants' publication of these false, defamatory and disparaging statements of

fact have proximately caused TDS to suffer special damages as set forth in paragraph 37, supra.

87. As a result of defendants identified false, defamatory, and disparaging statements

of fact, TDS is entitled to special and exemplary damages.

ELEVENTH CAUSE OF ACTION

Intentional Interference With Contract


88. Plaintiff incorporates by reference Paragraphs 1 through 36 of this Complaint, as

though fully set forth herein.

89. Plaintiff is informed and believes and based thereon alleges that defendants had

knowledge of plaintiff s contracts with third parties that had been entered into for the benefit of

plaintiff.

90. Defendants intentionally interfered with said contracts by various acts and/or

omissions including, but not limited to, the following:

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a. Those acts described in paragraphs above;

b. Continuing to represent themselves as representatives and/or

affiliates of TDS, thereby infringing the trademarks and service marks of TDS;

c. Continuing to sell financial services to TDS clients without paying

10% of the gross revenue generated;

d. Utilizing a rubber signature stamps created without authorization

or approval to execute certain compliance documents that only TDS was

authorized to execute;

e. Undertaking certain conduct to disparage TDS and interfere with

its clients;

f. Creating conditions adverse to plaintiffs businesses; and/or

g. Other acts and/or omissions, according to proof.

91. Plaintiff is informed and believes that defendants exercised the acts and/or

omissions set forth above intentionally and/or with a reckless disregard to the consequences of

their conduct; and/or with specific intent to further their own pecuniary interest and to reap

unfair financial gains in violation of the trust placed in them by the public, including plaintiff and

in violation of their contractual and fiduciary duties, knowing all the while of the damage that

would be sustained by plaintiff.

92. As a legal result of the acts and/or omissions of defendants against whom this

cause of action is asserted, plaintiff suffered those damages as set forth above.

93. The conduct of defendants against whom this cause of action is asserted as

described hereinafter was done with a conscious disregard of plaintiff s rights and with an intent

to vex, injure or annoy plaintiff, such as to constitute oppression, fraud or malice pursuant to the

Civil Code, Section 3294, and either committed by or authorized, ratified or otherwise approved

by officers, directors or managing agents of defendants. Plaintiff is therefore entitled to punitive

damages in an amount appropriate to punish, deter or set an example of defendants, and each of

them.

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TWELFTH CAUSE OF ACTION

Intentional Interference With Economic Advantage




95. Plaintiff is informed and believe and based thereon allege that defendants had

knowledge of the plaintiffs prospective advantageous business relationships and/or

opportunities.

96. Defendants intentionally interfered with said relationships and opportunities by

various acts and/or omissions including, but not limited to, the following intentional and

wrongful acts:

a. Those acts described in paragraphs above;

b. Continuing to represent themselves as representatives and/or

affiliates of TDS, thereby infringing the trademarks and service marks of TDS;

c. Continuing to sell financial services to TDS clients without paying

10% of the gross revenue generated;

d. Utilizing a rubber signature stamps created without authorization

or approval to execute certain compliance documents that only TDS was

authorized to execute;

e. Undertaking certain conduct to disparage TDS and interfere with

its clients;

f. Creating conditions adverse to plaintiffs businesses; and/or

g. Other acts and/or omissions, according to proof.

97. Plaintiff is informed and believes that defendants exercised the acts and/or

omissions set forth above intentionally and/or with a reckless disregard to the consequences of

their conduct; and/or with specific intent to further their own pecuniary interest and to reap

unfair financial gains in violation of the trust placed in them by the public, including plaintiff and

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in violation of their contractual and fiduciary duties, knowing all the while of the damage that

would be sustained by plaintiff.

98. The aforementioned acts of defendants were wrongful and tortuous independent

of the interference itself for the reasons alleged above.

99. As a legal result of the acts and/or omissions of defendants against whom this

cause of action is asserted, plaintiffs suffered those damages as set forth above.

100. The conduct of defendants against whom this cause of action is asserted as

described hereinafter was done with a conscious disregard of plaintiff s rights and with an intent

to vex, injure or annoy plaintiff, such as to constitute oppression, fraud or malice pursuant to

C/v/7 Code, Section 3294, and either committed by or authorized, ratified or otherwise approved

by officers, directors or managing agents of defendants. Plaintiff is therefore entitled to punitive

damages in an amount appropriate to punish, deter or set an example of defendants, and each of

them.

THIRTEENTH CAUSE OF ACTION

Accounting




102. As set forth above, defendants, and each of them, improperly paid commissions

owed under the agreement, improperly diverted business from plaintiff to third parties, and failed

to compensate Plaintiff for the services which plaintiff performed.

103. The exact amount of money due from defendants to plaintiff for said breaches is

unknown to plaintiff and cannot be ascertained without an accounting of the books and records

of said defendants.

31COMPLAINT

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FOURTEENTH CAUSE OF ACTION

Injunctive Relief




105. Defendants' wrongful conduct as described above, unless and until enjoined and

restrained by order of this Court, will cause great and irreparable injury to plaintiff in that such

conduct, among other things: (a) is likely to confuse or deceive members of the public and

persons in the trade, contrary to fact, that defendants' services are provided by plaintiff IDS, or

are licensed, endorsed, sponsored or otherwise authorized by TDS; (b) that defendants and each

of their use of the marks that are identical or confusingly similar to TDS' trademarks and service

marks will create a likelihood of confusion with plaintiff TDS' services among TDS' customers

and members of the consuming public; (c) that defendants and each of their false and

defamatory statements will continue to damage TDS' reputation, goodwill and prestige; and

(d) intentionally interfere with TDS customer relationships and economic advantage thereby

preventing plaintiff from maintaining and/or expanding its business.

106. Plaintiff has no adequate remedy at law for many of the injuries that are

threatened in that it will be impossible for plaintiff to determine the precise amount of damage it

will suffer if defendants' conduct is not restrained.

PRAYER FOR RELIEF

WHEREFORE, plaintiff TDS seeks judgment against defendants, jointly and severally,

and other orders as follows:

1. For a preliminary and permanent injunction:

(a) enjoining all defendants, their officers, directors, agents, servants,

employees and all persons in active concert and participation with them, from

misrepresenting that they, or any of them, are authorized by, related to, affiliated with, or

otherwise associated with TDS;

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32COMPLAINT

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(b) enjoining all defendants, their officers, directors, agents, servants,

employees and all persons in active concert and participation with them, from retaining

and/or using "IDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC."

and/or any other trademark or service mark that is confusingly similar to a trademark or


(c) enjoining all defendants, their officers, directors, agents, servants,

employees and all persons in active concert and participation with them, from

misrepresentation and disparagement of plaintiff TDS' financial condition and purported

regulatory problems and unfairly soliciting plaintiff TDS' existing representatives, and

from interfering with TDS' contracts with and selling to TDS' existing customers the

financial services provided by plaintiff TDS.

(d) any business cards, payroll fliers, logos, stationery, brochures,

advertisements and other marketing materials bearing the infringing trademarks or

service marks as set forth above, shall be delivered up for impoundment and ultimate

destruction as the Court directs.

2. For general and special damages according to proof at trial, but in any event in an

amount in excess of the jurisdictional limit of this Court;

3. For exemplary damages;

4. For the disgorgement by defendants of the amount by which they were unjustly

enriched;

5. For attorney's fees;

6. All damages hereunder shall be trebled in accordance with the provisions of 15

U.S.C.§1117;43(a)(l);(c)(l);and

7. For such other and further relief this Court deems just and proper.

DATED: August 17,2009 LAW OFFICES OF MICHAEL T. STOLLER, APC

COMPLAINT

EXHIBIT A

FRANCHISE A6REBMENT

THIS AGREEMENT Is signed on -.2fl 2002 betweenTAX DEFERRED SERVICES, INC., a /V/^fc%^y tJorporailon. andCOMPLIANCE ADMINISTRATIVE SERVICES, ,180., a .^/jfrfrV^corporation (the "Franchisor") and THE IRA CENTER, a Califqmla corporation

"Franchisee*).

BACKGROUND

A. Tha. Franchisor has the right to license certata. ftade^riames,aervfca marks, logos, photographs and indicia or origin. Including theservice mark TAX DEFERRED SERVICES," as may be1 designated nowor later by the Franchisor (the "Proprietary Marks").

i

B. The Franchisor grants a license to use the Proprietary Marka, and financialplanning services operating under the name TAX DEFERRED SERVICESCTDS").

C. The Franchisee deslraa to acquire from the Franchisor arid the Franchisordesires to grant to the Franchisee a license to usa the Proprietary Marksand any financial materials at a specified location wfihtn a designatedgeographical area, subject to and In accordance with 'the terms of thisAgreement (the TDS Franchise").

The parties agrea as follows:

1. GRANT OF LOCATION

1.1 The Franchisor grants to the Franchisee, upon tha terms containedfn this Agreement, the right, and the Franchisee undertakes the obligation, toestablish and operate a TD3 Franchise.

1 .2 Tha TD9 Franchise wfH be located solely at 14&88 Union Avenue,San Jose, California 95124 (the location"). The Franchisee may not relocatethe TDS Franchise without the written approval of the Franchisor, which approvalmay not be unreasonably withheld or delayed.

1 .3 The Franchisor agrees that it will not grant another TDS Franchiseor establish for itself a company-owned TDS Franchise Swithln the followingspecified area:

Within Santa Clara County

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$003/015

(the "Designated Territory"). Provided, however, that the Franchises meet Ihespecified sales goals stated in Section 5; and further provided, that theFranchisor, as well as the Franchisor's Affiliates rasarva expressly the right toconduct In Its or their sote discretion any promotional function or actfvfty within oroutside of the' Designated Territory, Including, but not limited to," luncheonmeetings, sending matter* and other types of promotions. In addition, theFranchisor reserves the right to offer and self any financial products bearing theProprietary Marks to persons or entities of the Franchisor's own choosing, withinthe Designated Territory. Further dteflnfflon of "Designated Territory* would beany school district that IDS chooses outside of the Santa Clara County area thatTDS requires the Franchisee to provide trained representatives fof purposes ofserving that school district, Any sales or accounts that have been openedelectronically (vta ths Web) would be considered the Francfeee's right ofterritorial domain and be commissioned and considered revenue to be receivedoy the Franchisee.

2. DUTIES OF THE FRANCHISEE

2,1 During this Agreement, the Franchisee will restrict his or heractivities exduaivoiy to financial services for pqb(fe or

TDS Franchise, unless otherwise approved- In writing by theFranchisor.- — • -- ; - --

2,2 The Franchisee will obtain all required gcWiment licensesand permits for the establishment and oparatlon'o? the TDS Franchise andmaintain these licenses and permits In full force and effect, throughout thisAgreement Ths Franchisee will operate the TDS Franchise Incompliance with all applicable local, state and federal {statutes, rules,ordinances and regulations and will take prompt and Immediate action tocorrect any violation stated in any notice issued by any governmental ormunicipal authority with respect to the establishment and/or operation ofthe TDS Franchise, The Franchisee will comply with all governmentalorders or decrees Issued by any federal, state or local agency with respectto the T05 Franchise.

23 The Franchisee must employ a sufficient nUmber of qualifiedrepresentatives and other personnel to successfully and efflctentty operatethe TDS Franchise including the following;

2.3.1 The Franchisee agrees to maintain; and assure thathis or her employees maintain the highest qualify standards ofprofessionalism and Integrity In the operation of the TDS Franchise.

2.3.2 The Franchisee agrees to conduct ongoing trainingclasses for its representatives.

U/21/20.0B. 17:28

3. OBLIGATIONS OF THE FRANCHISOR '

3.1 Tha Franchisor or Its designated representatives will, uponreasonable request, consult wilh and advise tie Franchisee by mail or bytelephone with respect to matters pertaining to Jhe servicing of publio orprivate schools.

<& 004/015

2,3.3 The Franchisee agrees to screen carefullyprospective trainees and staff applicants before employment and toemploy only those who have good moral character, experience andtraining.

2.4 The Interior and exterior d6cor of the TDS Franchise, as wellas the Location, must be tasteful, In accordance with loc£i communitystandards and with due regard at all times to the preservation of thedignity and quality associated wfth the Proprietary Mart®. Tfte Franchiseswill maintain the TDS Franchise premises In the highest degree ofcleanliness, attractiveness, orderliness, sanitation and repair, and willmake all additions, alterations, repairs and replacements to the premisesas may be required for that purpose Including the periodic repainting orreplacement of obsolete signs, furnishings, equipment and de*cor as theFranchisor may reasonably direct,

2.5 The Franchisee will operate the TDS Franchise and ailactivities fn conformity with the standards, operating procedures andpolicies stated by the Franchisor, and as- tha Franchisor-may otherwisereasonably prescribe fn writing.

2.6 in order to protect the goodwill associated with theProprietary Marks, the Franchisee wiii use exclusively the services andproducts authorized by TDS Products and Services Approval Committee.

2.7 The Franchisee wiil permit the Franchisor ajid Its agents ordesignated representatives to enter the TDS Franchise, without priornotice, during normal business hours for the purpose of conductinginspections; will cooperate fully wilh the Franchisor's agents orrepresentatives In these inspections by rendering the assistance as theymay reasonably request. Upon written notice from the Franchisor, or itsagents or representatives, and without BmKJng Hie Franchisor's otherrights under this Agreement, the Franchisee wfli take ail steps as may benecessary to correct an/ deficiencies detected during these inspectionsincluding Immediately desisting from any action in violation of therequirements Imposed upon the Franchisee by this Agreement

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17;23

4. PEES

4.1 The Franchisee will pay to the Franchisor a continuing feeduring this Agreement In an amount equal to ten (10%) percent of theFranchisee's "Gross Revenues".

4.2 "Gross Revenues" means the amount of; all revenue \received by the Franchisee In the form of commissions from any and allnew transactions and from any commissions derived from any and ailbusfnesa revenue received from electronic transactions (via the Web)within tha Designated Territory of this Franchise from the date of thisAgreement

•

4.3 (f any fea or other amount due under this Agreement Is notpaid within ten (10) days after the payment Issue, the Franchisee will paya sen/tea charge equal lo the lesser of the dally equivalent of 13% peryear, or tha highest-rate then permitted by applicable few, far each day theamount Is past due. If It Is necessary for the Franchisor to employ anattorney to collect any amount due from the Franchises under thisAgreement, the Franchisee agrees to pay ali costs of collection^ Includinga reasonable attorney's fee.

5, RIGHTS TO TERRITORIAL PROTECTION

5,1 v Tbe Franchisee's rights to the Designated Terrf*^ ar^_gxgres8ly comfitloned upon Fie Frgngteejlai&Igtfinfl I cgrtaln annual.quotas or minimum gjTOS__Rgvenuesi|n connection with the I'UbFranchise as follows; ~ ~~~— : •—

Sea Exhibit A attached hereto

5,2 If the Franchisee falls to meet the specified goals stated InSection 5,1 for any __ periods, all of the Franchl84e's rights In andto territorial protection fn the Designated Territory permanently cease andthe Franchisor may, In its sole discretion, franchise other TDS Franchisesor operate a TDS Franchise within tha Designated Territory. However, allrenewal and trailer commissions earned by the Franchisee prior totermination of this Agreement would continue as long as the businessstays on the books. All other remaining terms of this Agceement,continue.

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6. INSURANCE

6.1 The Franchisee agrees to obtain before the cjpenlng of theFranchise, and maintain fn fair force and effect during the Agreement,Errors and Omissions Insurance for any producer representing theFranchisee, • ' "' ''~»*:.--~ "- "- "'

82 These policies must include, at a minimum (except asadditional coverages and higher policy limits are reasonably specified forall franchisees by the Franchisor In writing) the following;

i6.2.1 Errors 4 Omission Insurance to be kept at levels to satisfyBroker Dealer requirements,

8.2.2 Franchises agrees to obtain before opening of theFranchise, and maintain in full force and effeot during thisAgreement, general liability insurance naming TDS as additionalinsured (minimum coverage to be specified by TDS).'

7, ADVERTISING AND BUSINESS PROMOTION

7.1 AH advertising- and business promotion conducted by th$Franchisee In any medium (including print video or audio) must beconducted in a tasteful and dignified manner and must be conductedconsistent with tha dignity and integrity of the Proprietary Marks, inaccordance with good business practices, The Franchisor may, In Its solediscretion, object to and have the right to terminate the Franchisee's useof the Proprietary Marks... ;

7.2 The Franchisee will display the Proprietary Marks In themanner prescribed by the Franchisor Irrhla or her actfvkies and on allstationery, business cards, operational forms and printed signs and allother advertising and promotion materials used In connection with theTDS Franchise. Afl displays of the Proprietary Marks, Including all interiorand exterior signs, must dearly state and identify the'Franchisee as aTDS Franchise," In the specific form required by the Franchisor.

7.3 The Franchisee will submit to the Franchisor for approvalsamples of all advertising and promotional plans and i materials and allother materials and all other materials displaying- the Proprietary Marksthat the Franchisee desires to use and that have not •been prepared orpreviously approved by the Franchisor, The Franchisor has the right todisapprove the plans and materials for failure to be consistent with thegoodwill associated with the Proprietary Marks, upon notice In writing to

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the franchisee within thirty (30) days from the date a\ ..acefpt by theFranchisor of the plans and materials.

8. CONDITIONS OF TRANSFER OH SALE OF INTEREST

8.1 The Franchisor has tho right to transfer or assign Ihts-Agreement, and al? or any part of its rights or oblfgatfons in thisAgreement, to any person or legal entity.

a2 This TDS Franchise Is personal to the Franchisee. ThsFranchisee will not sell, assign, transfer or convey the following withoutthe prior written consent of the Franchisor:

8.2.1 The TDS Franchise;%

8.2.2 Any right or Interest created by this Agreement;

8.2.3 "The ownership interests in the Franchisee;

8.2.4 This Agreement,

ff.3 The TD$ Franchise- may not be divided or otherwisesegregated and sold or transferred by the Franchisee. The Franchisor willnot, however, unreasonably withhold "or delay its consent jto a transfer ofthe TDS Franchise or any ownership Interests in the Franchisee, providedthat all of the following-conditions are met before jthe time of the proposedtransfer:

" "**1 ' »

8.3.1 All of the Franchisee's acenjed monetary obligationsto the Franchisor have been satisfied;

8.3.2 The Franchisee's right to receive compensation must• be subordinated and secondary to the Franchisor's' rights to receive

compensation and have satisfied any outstanding monetaryobligations or other outstanding obligations 'due from theFranchisee;

6.3.3 If permitted by applicable (aw, the Franchisee mustsign a general release under seal, In a form satisfactory to theFranchisor, of ail claims against the Franchisor and Its affiliates,and each of their officers, directors, shareholders and employees,in their corporate and individual capacities, including claims arisingunder federal, state and local laws, rules and ordinances;

J

HA1

&008/015

8.5.4 The transferrea must demonstrate to t,' Franchisor'ssatisfaction that he or she meets the Franchisor's i educational,managerial and business standards, possesses a good aptitude,

• moral character, business reputation and ability ;as may beevidenced by prior related business experience or otherwise; hasadequate financial resources and capital to own and operate theTDS Franchise and has no material, prior unresolved problemsrelated to financial planning services. The Franchisee will providethe Franchisor with any Information that the Franchisor mayreasonably require to make Its determination concerning eachproposed transfer.

8.3.5 The transferee must sign (and/or, upon theFranchisor's request, cause an Interested parties, to sign) theFranchisor's then-current standard form franchise agreement andother ancillary agreements as th$.Hranchfsor may require; and

6.3.6 The Franchisor must receive fully signed copies of ad• documents fn connection with the proposed transfer including a

completed standard franchise application form, together with allrequited supporting documentation. The failure i to submit theInformation required In the Franchisor's then-currant standard'application form, Including alt required supporting'documentation, Isreasonable grounds for rejection of the proposed transfer.

8.4 Any purported assignment, transfer, conveyance orencumbrance of the TDS Franchise, any right or Interest created In thisAgreement, or of any ownership Interest in the Franchisee* without.thewritten consent of the Franchisor, is null and void,land results intermination of this Agreement, as stated in Article 9.

8.5 The Franchisor's consent to a transfer of any interestgranted in this Agreement does not constitute a waiver of any claims theFranchisor may have against the transferring party, nor Deemed a waiverof the Franchisor's rights to demand exact compliance' with any of thaterms of this Agreement by the transferee.

8.6 It Is agreed that since. Franchjsee has beeh an Integral partof brinolno this Franchise toJniltion. upon anv sale of tTDS. Franchiseeshall have tha gotten of being a. part of the safe; tha value to be negotiatedbetween TDS and tha Franehisae known as The IRA Center0,

9. DEFAULT AND TERMINATION

9.1 Except as otherwise provided by applicable law, theFranchisee will be deemed to be In default under this Agreement, and this

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Agreement and all rights granted In this Agreement wii. automaticallyterminate without opportunity to cure and without notice by the Franchisorto the Franchisee, If the Franchisee files any petition in* bankruptcy,voluntary or Involuntary.

9.2 Except as otherwise provided by applicable law, theFranchisee will be deemed In default under Ibis Agreement and theFranchisor may, at its option, terminate this Agreement and all rightsgranted in this Agreement without affording the Franchisee anyopportunity to cum the default, with the termination effective Immediatelyupon the earlier of receipt of notice of termination by the Franchisee or, Ifthe notice of termination Is deposited by the Franchisor in-United Statesmails, certified mail; then five (5) days after ths mailing by tijie Franchisor,upon ths occurrence of any of the. following events:

d.2.1 The Franchisee becomes Insolvent' or, inFranchisor's reasonable opinion, the Franchisee cannot fulfill his orher obligations to TDS cfient or to One Franchisor, as provided inthis Agreement;

s\ •

9.2.2 The Franchisee makes an asisfgnrnent'for the banafitof his or her creditors;

The Franchisee admits in writing his or her Inability topay his or her debts generally as they become due;

9.2.4 The Franchisee suffers temporary or permanentlyappointed receivership;

9.2.5 The Franchisee Is convicted of a felony or any othercrime or offense, including any violation of SEC rules, that Isreasonably likely, in the sole opinion of the Franchisor, to adverselyaffect the Franchisor, the Proprietary Marks, or the goodwillassociated with the Proprietary Marks;

9.2,8 The Franchisee attempts to, or purports to, transferany rights, or obligations under this Agreement, or otherwise, to anythird party, contrary to the terms of Article 8;

9.2.7 The Franchisee fans to comply with the covenantsstated In Article 11;

8.2.8 The Franchisee, falfe to pay 10% of; the Franchisee'sgross revenue or other payments on specific due dates toFranchisor.

09/28/2004 TOE

•a 010/015

9.3 Except as stated In Sections 9.1 and 9.2, v it except asotherwise provided by applicable law, the Franchises has 3p days afterreceipt from the Franchisor of a written notice of default within which toremedy a default of any of the terms of this Agreement, as stated in thewritten notice'of default, and provide written evidence of (cure to thesatisfaction of the Franchisor, if the notice of default Is deposited by theFranchisor in United States mails, certified mall, then receipt will bepresumed 5 days after- majiing by the Franchisor, if arty default is notcured within the SO day period (or longer period as appfip^ble law may.otherwise require), the Franchisor may, at its option, terminate thisAgreement and all rights granted in this Agreement without affording theFranchises any further opportunity to cure the default, with termination tobe effective immediately upon the depositing -of the notice of terminationby the Franchisor In the United States Mail, certified mail.

10. OBLIGATIONS UPON TERMINATION

Upon the termination of thte Agreement by either the Franchises or theFranchisor, by operation* of law, the Franchisee's obligations am as follows:

10.1 The Franchisee will Immediately cease to operate the TDSFranchise and Is- prohibited thereafter from either directly or indirectlyrepresenting himself or herself to the public, or to any person, that he orshe \3 a present or former TDS Franchisee.

10.2 The Franchisee will Immediately and permanently cease touse, by advertising or any other manner, the trademarks, trade names,setvtaa marks, signs, structures and other forms of adverting and indiciaas a TD3 Franchisee, including ail materials and articles displaying theProprietary Marks and agrees to turn over ai( discs, systerns, trade secretsand any other material? provided by TDS without duplication or copying.

10.3 The Franchisee must take all action as may be required tocancel all assumed names or equivalent fictlHoua name registrationsrelating to use of the Proprietary Marks and any other related marks inconnection with TDS Franchise. '

10.4 Ths Franchisee will not use any reproduction, counterfeit,copy or other imitation of the Proprietary Marks that arp likely to causeconfusion, mistake or deception, or to dilute the Franchisor's exclusiverights In and to the Proprietary Marks, nor utilize any designation of originor description or representation falsely suggesting or-'representing anassociation or connection with the Franchisor which constitutes unfaircompetition, in any business which it may thereafter engage.

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10,5 The Franchisee will promptly pay all sums! owing to theFranchisor. The Franchise* will also pay all damages, costs andexpense^ Including reasonable attorns/a f^es incurred byfthe Franchisoras a result of a default by the Franchisee which resulted fn termination ofthis Agreement, Including all fees and caste In obtaining InjcmcHve or otherrelief for the enforcement of the Franchisee's obligations In Jhls Article,

IS 011/016

11. COVENANTS

11.1 The Franchisee agrees that during tha term of thisAgreement, except as otherwise approved In writing by'the Franchisor,which approval wili not be unreasonably withheld or delayed, dieFranchisee will personally devote his or her full time, energy and bestefforts to the management and operation of the TDS Franehfee,

11.2 TTia Franchisee agrees that during the term of thisAgreement, tha Franchisee will not, either directly or indirectly, for himselfor herself, or through, on behalf of, or In conjunction Mth any person,persons, partnership or corporation:

11.2.1 Divert of attempt to divert any business or customer \from the TDS Franchise to any competitor, by 'direct or Indirect \inducement or otherwise, or do or perform, directly or indirectly, anyother act injurious or prejudicial to the goodwill associated with theProprietary Marks; ^/

11.2.2 Employ or seek tq employ any person, who is at thattime currently employed by any other TDS Franchise or had beenemployed by any other TDS Franchise in the pijevious ninety (90)days, or directly or indirectly, Induce that person to leave his or heremployment, without the written consent of the current or previousemployer of tha person;

11.2.3 Own, maintain, engage in or haveiany Interest In any -business specializing, in whole or in part, financial planningservices, other than as a TDS Franchisee.

12. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

12.1 It is agreed by the parties mat this Agreement does notcreate a fiduciary relationship between or amend them'. The Franchisee isan independent contractor. Nothing in this Agreement fs Intended toconstitute or construe tha Franchises as an agent, jegal representative,

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subsidiary, Joint venture, partner, affiliate, employee 01 .servant of theFranchisor for any purpose.

12.2 (t Is agreed that nothing in this Agreement Authorizes theFranchisee to mate any contract, agreement, warranty or representationon the Franchisor's behalf, or to Incur any debt or other obligation in theFranchisor's name* Tha Franchisor will not assume liability for, or bedeemed liable under this Agreement, as a result of any action, or byreason of any act or omission of the Franchisee, his or her employees oragent, In hls-or her conduct of the TDS Franchise,

12.3 The Franchises indemnifies the Franchisor, Us parentcompany and its affiliates, as well as their respective officers, employees,partners, directors and shareholders (for purposes of this Section only, allare (collectively, the " Company") and holds the Company, and each ofthem, harmless from, against, for and in respect of any damages, losses,obligations, liabilities, claims, deficiencies, costs and expanses, Includingreasonable attorney's lees and other costs and expenses. Incident to anysuit, action, Investigation, claim or proceeding <coiieotfveiy, the"Company's Losses") suffered, sustained, incurred or required to be paidby Company, or any of them, by reason of any representation, act,commission or omission of tha Franchisee, his or her agents servants,employees, guests or visitors, with respect to;

(a) The establishment and operation of the TDSFranchise;

(b) The TDS Franchise;

(c) Any suit, action, deJm or proceeding brought by anyperson or entity within the Designated Territory during the term, andrenewals with respect to the TDS Franchise irrespective of whenthe claim arose;

(d) Any failure by tha Franchisee to observe or performhis or her covenants and agreements slated in this Agreement; or

(e) Any injury to, or loss of property ot, any clients of theTDS Franchise,

Alf of the Compan/s Losses must be satisfied fay cash payments from theFranchisee to the Company. The Franchisee will, In writing, nbtify the Franchisorimmediately as to any suit, action, Investigation, claim or proceeding for whfchindemnification might be claimed fay the Company, or any of them. Upon receiptof any notice of SUB, action, Investigation, claim or proceeding for whichindemnification might be claimed by Ihe Company, or any of them, the Company

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will ba entitled promptly to defend, prosecute, contest or oth'eiwM protect itself,by counsel of its own choosing, at the Franchisee's aote cost and expense. TheFranchises has the right to select hJa or her own counsel; provided, thatattorney's fee£ and costs for this counsel are pafd by the Franchisee. TheCompany Is entitled to control the defense or prosecution of the ImgaBon, unteasthe Company has consented In writing to -oftow the Franchisee to control thelitigation,

13. NOTICES

Any notices required or permitted under this Agreement must be in writingand be personally delivered or mailed by certified or registered mail, returnreceipt requested, to tha respective parties at the following addresses unless anduntil a different address has been designated by written notice to the other party:

Notices to the Franchiser With a copy to;

Mr, Al Wickers a Mr. Doug Holt Counsel for TDS: *Tax Deferred Services, inc. i6740 Windmill Way, #16 , :_.. ,Carmlchael, CA 96608 ..' ..

Notices to the Franchisee:

Mr. Randy Scfanna, on behalf ofThe IRA Center. Ino.14388 Union AvenueSan Jose, CA 95124

14. ENTIRE AGREEMENT

This Agreement and the documents .referred to in this Agreementconstitute the entire, full and complete agreement between tf)e Franchisor andtha Franchisee concerning the subject matter of ihis Agreement, awUupersedeall prior agreements. No other representations have been made by thaFranchisor or its agents to induce the Franchisee to sign this Agreement, Noamendment, change or variance from this Agreement is binding on either partyunless mutually agreed to In writing by the parties and signed by their authorizedofficers or agents in writing.

TAX DEFERRED SERVICES, INC. IRACi

By.

09/2S/Z004 TUB fc:W ITX/SI NO 8487) @013

NOTICE TO DEFENDANT:

SUMMONS(CITACION JUDICIAL) ,.. .

R, a Californi ara t ion ;

FINANCIAL, EEC a Califorfiia limited .TA • • |Lffn(tw

.labilitylit ,-and Us r-

YOb ARE BEING SUE~6 BY PLAINTIFF:(LO ESTA DEMANDANDO EL DEMANDANTE):

THE TDS GROUP, INC., a California Corporation as successor in allrights and interest to TAX DEFERRED SERVICES, INC., <=. <^ WW7;^ Cot pc

SUM-100! $<FOR COURT USE ONLYV(SOLO PARA USD DEIA CORTE)

Gowl CM Calif OT

re

NOTICE! You have been sued The court may decide against you without your being heard unless you respond within 30 days Read the informationbelow

You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at this court and have a copyserved on the plaintiff A letter or phone call will not protect you Your written response must be in proper legal form if you want the court to hear yourcase There may be a court form that you can use for your response. You can find these court forms and more information at the California CourtsOnline Self-Help Center (www courtinfo ca gov/selfhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, askthe court clerk for a fee waiver form If you do not file your response on time, you may lose the case by default, and your wages, money, and propertymay be taken without further warning from the court

There are other legal requirements. You may want to call an attorney right away If you do not know an attorney, you may want to call an attorneyreferral service If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program You can locatethese nonprofit groups at the California Legal Services Web site (www.lawhelpcalifomia org). the California Courts Online Self-Help Center(www courtmfo ca gov/setfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees andcosts on any settlement or arbitration award of $10,000 or more in a civil case The court's hen must be paid before the court will dismiss the caseiAVISO! Lo ban demandado. SI no responds dentro do 30 dias. la corte puede deadir en su centre sin escuchar su version Lea la mformaaon acontinuation

Tiene 30 DiAS DE CALENDARIO dospues de que le entreguen esta cttacton y papeles legates para presenter una respuesta por escnto en estacorte y haoer que se entregue una cop/a al demandants Una carte o una llamada telafonlca no to protegen Su respuesta por escnto dene que esteren tomato legal correcto si desea que procesen su caso en la corte. £s posible que haya un formulario que usted pueda usar parasu respuestaPuede enoontrar estos formulanos de la corte y mis information en el Centro de Ayuda de las Cortes de California (www.sucorte.ca gov), en labiblioteca de /eyes de su condado oenla corte que le quede mas oerca Si no puede pagar la cuota da presentation, pida al secretano de la corteque ledeun fbrmulano de exenoon de pago de cuotas Si no presenta su respuesta a tiempo, pueda perder el caso por incumplimiento y la corte lepodra gutter su sueldo, dinero y bienes sin ma's advertentia.

Hay otros requisites legates Es recomendable que Name a un abogado mmediatamente Si no conoce a un abogado, puede llamar a un servttio deremision a abogados Si no puede pagar a un abogado, es posible que cumpla con los requis/tos para obtener sennctos legates gratultos de unprograma de sennaos legates sin fines de lucro Puede encontrar estos grupos sin fines de lucro en el sitio web de California Legal Services,(www lawhelpcalifomla orgj, en el Centro de Ayuda de las Cortes de California. (Www.sucorte ca govj o poniendose en contacto con la corte o elcoteg/o de abogados locales. A VISO. Por ley. la corte tiene derecho a reclamar las cuotas y los costos exentos por importer un gravamen sobrecualqwer recuparacion de $10.000 6 mas de valor recibida mediante un acuerdo o una concesion de arbitrate en un caso de derecho cMI Tiene quepagar el gravamen de la corte antes de que la corte pueda desechar el caso

The name and address of the court is-(B nombre y direccton da la corte es)

SACRAMENTO SUPERIOR COURT, 720 Ninth StreetSacramento, CA 95814

The name, address, and telephone number of plaintiffs attorney, or plaintiff without an(El nombre, la direccidn y el numero de te/eforo del abogado del demandantMichael T. Stoller, Esq. 9454 Wilshire Bvd. #500, Beverly Hi

CASE NUMBER.(HumerofclCaco).

tfe que no tiene abogado, es)18-226-4040

DATEAUG 1 7 2009

.Deputy(Adjunto)

[SEAJJ

(For proof of service of this summons, use Proof of Service of Summons (form POS-OfOTi(Para pmeba de entrega de esta dtatidn use el formulario Proof of ServiceW Summons

NOTICE TO THE PERSON SERVED: You)1. I I as an individual defendant2 | | as the person sued under the fictrtjous name of (specify).

3 I i on behalf of (specify)

under L__l CCP 416 10 (corporation)I I CCP 416 20 (defunct corporation)LI CCP 416 40 (association or partnership) |~~~)

L" I other (specify)-4 I I by personal delivery on (date)

Page I oft

CCP 416 60 (minor)CCP 416 70 (conservatee)CCP 416 90 (authorized person)

Form Adopted for Mandatory UseJudicial Council of CaftomraSUM-100 [Rev July t 2009]

SUMMONS Code of Owl Procedure §§412 20 465mmcouiSntoagov

Arrwncan LegalNet, Inc

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTOORDER DETERMINING DISPOSITION OF EX PARTE APPLICATION

Case Name

IK IRACase Number

Type of Application By Application

Names of Appearing Party Representing

AThe Court, having considered the above entitled ex parte application Qwithout a hearingwith appearance as noted above, rules as follows:

D The application is granted

[after hearing

The application is denied on the merits of the papers presented to the Court.

The application is denied without prejudice to its resubmission for the following reason(s)-

D The,moving party may not proceed except by noticed motion.

O^Dther

D Counsel for the

AUG 18 2009

I order.

DATE JUDGE OF THE~§URE£I0R COURT

CI-150 (10/2006) ORIGINAL-CASE FILE YELLOW-SUBMITTING PARTY PINK-OFFICE COPY

The court deems the ex parte application to be a motion for preliminary injunction andsets this matter for hearing on its regular law and motion calendar on September 15, 2009at 9:00 a.m. The following briefing schedule shall apply:

Plaintiff shall file and serve all Exhibits/Notice of Errata to Loy Douglas Holt on alldefendants by August 20, 2009. To the extent plaintiff has not already done so, it shallserve complete copies of its ex parte papers and this Order on all named defendants byAugust 20, 2009. Proof of service of this Order and Exhibits/Notice of Errata shall befiled by August 24, 2009.

Defendants shall file and serve via fax or email their Opposition to the Motion forPreliminary Injunction by September 2, 2009.

Plaintiff shall file and serve via fax or email its Reply by September 10, 2009.

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t tMICHAEL T. STOLLER, ESQ. SBN 120241LAW OFFICES OF MICHAEL T. STOLLER, APC9454 WILSHIRE BLVD., SUITE 500BEVERLY HILLS, CALIFORNIA 90212Telephone: 818-226-4040Facsimile: 818-226-4044

Attorneys for Plaintiff

ILEDXi i i~i r~i <—r^r"t[J U l"\T7c U

AUG } 8 2009

Ao—JBy.

A. O'Donnell



THE TDS GROUP, INC., a California )Corporation, as successor in all rights and )interest to TAX DEFERRED SERVICES,)INC., a California Corporation,

Plaintiffs,

vs.

THE IRA CENTER, a CaliforniaCorporation; RANDY SCIANNA, anindividual; RENE ROCAMORA, anindividual; REBECCA OLSEN, anindividual; EMPLOYEE BENEFITSERVICES, INC., a CaliforniaCorporation; WILLIAM L. KREBS, anindividual; PENSION PLANNERSSECURITIES, INC., a CaliforniaCorporation; GINA DUREYA, anindividual; BAR FINANCIAL, LLC aCalifornia Limited Liability Company;ANTHONY TARANTINO, an individual,)JOHN BRACKETT, an individual, ERIC )

CASE NO. 34-2009-00055591

[Complaint filed 8-17-09]

EX PARTE APPLICATION FORTEMPORARY RESTRAININGORDER AND ORDER TO SHOWCAUSE RE PRELIMINARYINJUNCTION; MEMORANDUM OFPOINTS AND AUTHORITIES INSUPPORT THEREOF[Concurrently Filed With SupportingDeclarations and Proposed Order]

Date: August 18,2009Time: 2:15 p.m.Dept: 54

A. HUCK, an individual and DOES 1-100, inclusive,

Defendants.

iEX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSF

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fTABLE OF CONTENTS

Table of Contents i

Table of Authorities ii

Memorandum of Points & Authorities 4

I. Introduction 4

II. Factual Background 4

A. The TDS Logo 4

B. TDS and IRS/Krebs Entered Into AnAgreement Authorizing Them To Use TheTDS Propriety Marks 7

C. PPS/DUREYA Intentionally Interferes WithTDS Customers and TDS Representatives(Sales) Force 9

D. Smear Campaign 11

E. Termination of IRA and KREBS 15

III. Argument 21

IV. An Injunction May Be Granted Pursuant ToBusiness And Professions Code §§ 17204And 17535 And Under California's Code OfCivil Procedure Restraining An Act To PreventIrreparable Harm To The Moving Party 21

IV. Any Balancing Of Equities Clearly Favors TheGranting Of The Injunctive Relief Being Requested 23

V. Conclusion 23

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tTABLE OF AUTHORITIES

Codes

California Code of Civil Procedure § 527(c)(l)

Cal. Code Civ. Proc. §527.6

Business & Professions Code §17203

Business and Professions Code §§ 17200 and 17500

Business and Professions Code §§ 14330 and 143 3 5 (a)

Cases

Brockey v. Moore (2003) 107 Cal App 4th 86,102, 131 Cal Rptr 2d 746 page 14

Hewlett v. Squaw Valley Ski Corp. (1997)54 Cal App. 499, 540, 63 Cal.Rptr.2d 118

Barquis v. Merchants Correction Ass 'n (1972)7Cal.3d94, 111

People ExRel. Moskv. National Research Co. of Calif. (1962)201 Cal.App.2d 765, 771

Courtesy Temporary Service, Inc. v. Camachio (1990)22 Cal.App.3d 1278.)

Mutual Pharmaceutical Co. v. Ivax Pharmaceuticals 459F.Supp.2d 925 (C.D. Cal. 2006)

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f I

MICHAEL T. STOLLER, ESQ. SBN 120241LAW OFFICES OF MICHAEL T. STOLLER, APC9454 WILSHIRE BLVD., SUITE 500BEVERLY HILLS, CALIFORNIA 90212Telephone: 818-226-4040Facsimile : 818-226-4044




THE TDS GROUP, INC., a California ) CASE NO. 34-2009-00055591Corporation, as successor in all rights and )interest to TAX DEFERRED SERVICES, ) [Complaint filed 8-1 7-09]INC., a California Corporation, )

) EX PARTE APPLICATION FORPlaintiffs ) TEMPORARY RESTRAINING

\ ORDER AND ORDER TO SHOW( CAUSE RE PRELIMINARY

vs ' INJUNCTION; MEMORANDUM) POINTS AND AUTHORITIES IN

THE IRA CENTER, a California ) SUPPORT THEREOF

OF

Corporation; RANDY SCIANNA, an ) [Concurrently Filed With Supportingindividual; RENE ROCAMORA, an ) Declarations and Proposed Order]individual; REBECCA OLSEN, an )individual; EMPLOYEE BENEFIT ) Date: August 18, 2009SERVICES, INC., a California ) Time: 2:15 p.m.Corporation; WILLIAM L. KREBS, an ) Dent' 54individual; PENSION PLANNERS )SECURITIES, INC., a California )Corporation; GFNA DUREYA, an )individual; BAR FINANCIAL, LLC a )California Limited Liability Company; )ANTHONY TARANTINO, an individual,)JOHN BRACKETT, an individual, ERIC )A. HUCK, an individual and DOES 1- )100, inclusive, )

Defendants. )

1EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE

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"PPSI"); GINA DUREYA, an individual, (hereinafter "DUREYA"); BAR FINANCIAL, LLC

"KREBS"); PENSION PLANNERS SECURITIES, INC., a California Corporation, (hereinafter

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tCOMES NOW, Plaintiff, TAX DEFERRED SERVICES, INC., a California

corporation, as successor in all rights and interest to TAX DEFERRED SERVICES, INC., a

California Corporation, (hereinafter "TDS") and complains against THE IRA CENTER, a

California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA"), an

individual; RENE ROCAMORA ("hereinafter "ROCAMORA"), an individual; REBECCA

OLSEN (hereinafter "OLSEN"), an individual; EMPLOYEE BENEFIT SERVICES, INC., a

California Corporation (hereinafter "BBS"); WILLIAM L. KREBS, an individual (hereinafter

12(hereinafter "BAR"); ANTHONY TARANTINO (hereinafter "TARANTINO"); JOHN

13BRACKETT, an individual; ERIC A. HUCK, an individual and DOES 1-100, inclusive, as

14

follows: THE TDS GROUP, INC., a California corporation, as successor in all rights and

interest to TAX DEFERRED SERVICES, INC., a California Corporation (hereinafter "TDS"),

hereby applies for a temporary restraining order restraining Defendants THE IRA CENTER, a

18 California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA");

19RENE ROCAMORA (hereinafter "ROCAMORA"); REBECCA OLSEN (hereinafter

20"OLSEN"); EMPLOYEE BENEFIT SERVICES, INC., a California Corporation (hereinafter

21EBS"); and WILLIAM L. KREBS (hereinafter "KREBS") from engaging in any and all of the

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following acts:

(a) enjoining all Defendants from misrepresenting that they, or any of

them, are authorized by, related to, affiliated with, or otherwise associated with

TDS;

EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE

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f(b) enjoining all Defendants from retaining and/or using "IDS", "TAX

DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any other trademark

or service mark that is confusingly similar to a trademark or service mark owned

by TDS; and

(c) enjoining all Defendants from misrepresentation and disparagement of

plaintiff TDS' financial condition and purported regulatory problems and unfairly

soliciting plaintiff TDS' existing representatives, and from interfering with TDS'

contracts with and selling to TDS' existing customers the financial services provided

by TDS.

Plaintiff TDS further applies for an order to show cause why a preliminary injunction

should not be granted enjoining the above named Defendants, their agents, servants, and

employees from committing the above-described acts during the pendency of this action.

This Ex Parte Application is made on the grounds that pecuniary compensation would

not afford the adequate relief to Plaintiff TDS; and that the relief requested is justified under

Code of Civil Procedure §§ 527(c)(l) and 527.6, and Business and Professions Code

§§ 17204 and 17535; and the Federal Latham Act and this court's equitable powers. Great

and irreparable harm will result to Plaintiff unless a temporary restraining order is issued

enjoining Defendants from committing the acts outlined above since Defendants have created

confusion in the market place by unduly using Plaintiffs trade name and trademark and have

made false disparaging remarks to plaintiffs' customers which have resulted in some of them

terminating their agreement with plaintiff.

This Ex Parte Application is based upon this Application; the attached Memorandum

of Points and Authorities in support thereof; the Declarations of Loy Douglas Holt and

Alonzo Wickers filed concurrently herewith, as well as such other and further oral and

documentary evidence as may be presented at the time of the hearing.

DATED: August 17, 2009 LAW OFFICES PF MJ£HAEL T. SJOLLER, APC

IAEL T. STOIAttorneys for Plaintiff


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fMEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

Plaintiff TDS' ex parte application for a temporary restraining order, being filed

concurrently with its application for an Order to Show Cause re preliminary injunction, is

engendered by the threat of imminent harm to TDS' current and future business.

This is an action by plaintiff TDS against defendants, IRA, SCIANNA,

ROCAMORA, OLSEN, KREBS and BBS who have and continue to infringe TDS'

trademarks and service marks; who have and continue to make misrepresentations in the

marketplace that are damaging to TDS' reputation, and its existing and prospective economic

advantage; and who have and continue to interfere with TDS' customer relationships and

otherwise to compete unfairly and unlawfully with TDS, and with the assistance of

defendants GINA DUREYA (hereinafter "DUREYA"), PENSION PLANNER

SECURITIES, INC. (hereinafter "PPSI"), ANTHONY TARANTINO (hereinafter

"TARANTINO"), JOHN BRACKETT (hereinafter "BRACKETT"), ERIC A. HUCK

(hereinafter "HUCK") and BAR FINANCIAL, LLC (hereinafter "BAR") as co-conspirators

with the goal of putting TDS out of business.

A temporary restraining order ("TRO") may also issue in connection with an

application for a preliminary injunction where it appears from the facts shown by affidavit

that "great or irreparable" harm will occur before the matter can be heard on notice,

California Code of Civil Procedure § 527(c)(l), and where harassment and intimidation of

individual witnesses is shown to exist. (Cal. Code Civ. Proc. §527.6.) Such is the case here.

II. FACTUAL BACKGROUND

(As set forth in the attached Declaration of Alonzo Wickers (hereinafter "Wickers")

at paragraphs 5-11, the following events occurred):

A. The TDS Logo

Beginning in or about 1979, TDS has been a Plan Administrator, as that term was

commonly known, which provides administrative services to non-profit Public Schools,

County Offices of Education and/or Community Colleges throughout the United States


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f f(hereinafter "School Districts"). Typically, members of these groups are school employees

who are eligible to create certain defined contribution retirement plans, commonly known as

Internal Revenue Code section 457 or 403(b) Plans. These Plans allow school employees to

save money from their earnings and to purchase certain financial products from life insurance

companies and mutual funds. Plaintiff, TDS serves as a Plan Administrator which provides

services that include, among other things, being the Compliance Administrator for the

various defined contribution plans, which plans require compliance with federal and state tax

regulations, and being the common remitter (i.e., monthly gross payments from the schools

are allocated and paid to each vendor that has established a financial product for an

individual teacher). By virtue of these contracts, TDS has become the financial advisor to

the teachers and end participants. In addition to the Plan Administrator Services, these

contracts provide that TDS shall be the exclusive plan provider for 457 accounts. Over time

TDS has developed a reputation as a trustworthy source of information and a reliable

endorsement of other companies that provide financial services.

Since 1979, Plaintiffs predecessor adopted the trademarks and/or service marks "Tax

Deferred Services" and "TDS", which it clearly imprinted on business cards, payroll flyers,

logos, stationery, brochures and other marketing materials that were extensively and

continuously utilized to promote and provide its services and financial products. On or about

July 14,2006 THE TDS GROUP, INC. was formed (hereinafter "THE TDS GROUP"),

which became the successor in all rights and interest to TAX DEFERRED SERVICES, INC.

and which adopted the trademark and/or service mark "THE TDS GROUP, INC." which it

clearly imprinted on business cards, payroll fliers, logos, stationery, brochures and other

certain marketing materials that were used to provide its services and financial products.

Plaintiff has extensively and continuously used THE TDS GROUP trademark and service

mark in the marketing and sale of services and financial products since July 14,2006 and has

continued to use the trademarks and service marks TAX DEFERRED SERVICES, INC. and

TDS, as well.


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IPlaintiff TDS has extensively advertised and promoted the trademarks and service

marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to

Public Schools, County Offices of Education and/or Community Colleges and teachers

through the United States, through various methods of advertisements. As a result of these

activities the public, including non-profits, School Districts, County Offices of Education

and/or Community Colleges and teachers through the United States, has come to know of

TDS and recognize these trademarks and service marks as being associated exclusively with

plaintiff TDS. Plaintiffs TDS trademarks and service marks are an asset of inestimable

value to TDS, representing and embodying its goodwill and favorable reputation.

In order to provide Plan Administrator services to the various School Districts,


certain entities and individuals to act as representatives of TDS and licensed the use of its


In addition to providing the Plan Administrator services, the principals of TDS were

also licensed to sell financial products including life insurance and securities and in that

capacity developed a network of licensed representatives to sell certain financial service

products to school employees that included, among other things, life insurance and annuities.

In order to facilitate providing these services, TDS entered into an arrangement with a

Broker/Dealer who was positioned over the entire network of TDS licensed representatives.

The Broker/Dealer would receive commissions from the various life insurance companies

and mutual funds and pay TDS and the respective TDS representatives their shares of

commission realized from any sale of financial products. To assist the Broker/Dealer in

administration of the financial products being purchased and the payment of the fees

associated with them, the Broker/Dealer appointed one of the principals of TDS as the Office

Supervisor Jurisdiction ("OS J") who supervised all the Broker/Dealer representatives and the

quality of the financial products sold under the Broker/Dealer, which enabled him to earn a

greater portion of the commission revenue generated.


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fOver the past 30 years that TDS has been in business it has controlled the change of

Broker/Dealers for its network on several occasions, always able to transfer its Book of

Business to the new Broker/Dealers and a principal of TDS always remaining the OSJ.

On or about September 2002, TDS changed its Broker/Dealer to defendant Pension

Planners Securities, Inc. ("PPSI") which was owned by defendant DUREYA. At that time as

usual, a principal of the Plaintiff was the OSJ to assist her in administration. And further,

PPSI approved the TDS activity as the Plan Administrator when adopting the TDS principals

as licensed agents along with the network of licensed representatives that were loyal to TDS

and would operate under the PPSI Broker/Dealer license.

B. TDS AND IRA/KREBS ENTERED INTO AN AGREEMENT

AUTHORIZING THEM TO USE THE TDS PROPRIETARY MARKS

On or about August 30, 2002, Plaintiff TDS ("Franchisor") and defendants,

SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to

assist TDS in marketing and providing its Plan Administrator services and expanding its

network. A true and correct copy of the Franchise Agreement is attached to the Declaration

of Alonzo Wickers and incorporated herein as Exhibit "A," which provides, among other

things:

"A. The Franchisor has the right to license certain trade names,

trademarks, service marks, logos, photographs and indicia or (sic) origin,

including the service mark "Tax Deferred Services", as may be designated

now or later by the Franchisor (the 'Proprietary Marks')."

"B. The Franchisor grants a license to use the Proprietary Marks and

financial planning services operating under the name TAX DEFERRED

SERVICES ("TDS")."

"C. The Franchisee desires to acquire from the Franchisor and the

Franchisor desires to grant to the Franchisee a license to use the Proprietary

Marks and any financial materials at a specified location within a designated


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geographical area, subject to and in accordance with the terms of the

Agreement (the "IDS Franchise")."

"2. DUTIES OF THE FRANCHISEE

2.1 During this Agreement, the Franchisee will restrict his or her

activities exclusively to financial services for public or private education at

the TDS Financial Franchise unless otherwise approved in writing by the

Franchisor."

"2.6 In order to protect the goodwill associated with the Proprietary

Marks, the Franchisee will use exclusively the services and products

authorized by TDS Products and Services Approval Committee."

"4. FEES

4.1 The Franchisee will pay to the Franchisor a continuing fee during

this Agreement in an amount equal to ten (10%) percent of the Franchisee's

'Gross Revenue'."

"8. CONDITIONS OF TRANSFER OR SALE OF INTEREST

8.4 Any purported assignment, transfer, conveyance or encumbrance

of the TDS Franchise, any right or interest created in this Agreement, or if any

ownership interest in the Franchise, without the written consent of the

Franchisor, is null and void, and results in termination of this Agreement as

stated in Article 9."

"9. DEFAULT AND TERMINATION

9.2 Except as otherwise provided by applicable law, the Franchise

will be deemed in default under this Agreement and the Franchisor may, at its

option, terminate this Agreement and all rights granted in this Agreement

without affording the Franchisee any opportunities to cure the default, with

the termination effective immediately upon the earlier of receipt of notice of

termination by the Franchisee or, if the notice of termination is deposited by

the Franchisor in the United States mails, certified mail, then five (5) days


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fafter the mailing by the Franchisor, upon the occurrence of any of the

following events:

9.2.6 The Franchisee attempts to, or purports to, transfer any

rights or obligations under this Agreement, or otherwise, to any third party,

contrary to the terms of Article 8;

9.2.7 The Franchisee fails to comply with covenants stated in

Article 11;

9.2.8 The Franchisee fails to pay 10% of the Franchisee's gross

revenue or other payments on specific due dates to Franchisor."

Article 11 Covenants provides:

"11.2 The Franchisee agrees that during the term of this Agreement,

the Franchisee will not either directly or indirectly, for himself or herself, or

through, on behalf of, or in conjunction with any person, persons, partnerships

or corporation:

11.2.1 Divert or attempt to divert any business or customer

from the TDS Franchise to any competitor, by direct or indirect inducement

or otherwise, or do or perform, directly or indirectly, any other act injurious or

prejudicial to the goodwill associated with the Proprietary Marks." [Emphasis

added.]

From on or about August 30,2002, up through September, 2008 the defendants IRA

and KREBS operated under the terms and conditions of the Franchise Agreement without

incident. (Wickers Dec. para. 9.)

C. PPSI/DUREYA INTENTIONALLY INTERFERE WITH TDS'

REPRESENTATIVES (SALES FORCE) AND CUSTOMERS

On or about August, 2008, defendant DUREYA sold her brokerage business PPSI to

defendant BAR Financial. BAR Financial was at that time the OSJ for Financial Network

Investment Corporation (hereinafter "FNIC"), a Broker/Dealer and wholly owned subsidiary

of ING. (Holt Dec. para 5). The effect of this transaction was to impose FNIC as the


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freplacement Broker/Dealer for the Book of Business of TDS without continuing the OSJ

provided by TDS.

About September 2008, upon the completed acquisition of defendant PPSI by

defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR,

that FNIC rejected the Plan Administrator services by TDS and that a business affiliate of

FNIC, through its parent ING, specifically "ING Plan With Ease," would be taking over the

Plan Administrator services for all of the TDS clients. The intended outcome of this change

was to eliminate TDS as a competitor to the defendants by putting them out of business.

TDS refused to relinquish its position as Plan Administrator and further, the

principals of TDS refused to relinquish their positions as licensed sales representatives of

financial products, thereby challenging the influence of defendants BAR and DUREYA over

the existing force of representatives that had formerly shown allegiance to TDS (sometimes

referred to as the TDS representatives). Concurrent with the threat posed by defendants BAR

and DUREYA, TDS requested that BAR and DUREYA make a bulk transfer of the Book of

Business to its new chosen Broker/Dealer, Questar Capital Corporation (hereinafter

"Questar"), and advised all of its representatives that all further business would be conducted

through Questar. Questar had accepted the Plan Administrator services of TDS, unlike BAR

and DUREYA. (Holt Dec. para 7).

While DUREYA initially agreed to allow the TDS principals to block transfer its

Book of Business, as was the custom in the industry, the defendants reversed their position

and notified the TDS principals they would not make a block transfer of their clients to their

new Broker/Dealer Questar. (Holt Dec. para 8).

On or about September, 2008, when Mr. Holt (a principal of TDS) attempted to move

his clients to Questar, as his new Broker/Dealer, defendants BAR and DUREYA

intentionally interfered by refusing to make a bulk transfer of his Book of Business. In

addition, the TDS representatives were notified by defendants BAR and DUREYA that


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t funless they stayed with DUREYA and BAR they would lose the stream of commissions they

were entitled to from the prior financial products sold. (Holt Dec. para 9).

Consequently, all of the IDS representatives, for fear of losing their commissions, stayed

with defendants DUREYA and BAR.

Plaintiff is informed and believes, and based thereon alleges, that defendant PPSI

promised defendant BAR and FNIC that it could deliver all of the TDS clients which

included 356 California Schools, to ING's Plan With Ease and all of the 457 plan assets that

exceeded over $100 million, if they would buy defendant PPSI. Defendant PPSI schemed to

accomplish this by attempting to force TDS to give up its Plan Administrator Business which

it had been conducting over the last 30 years and specifically, authorized by defendant PPSI

for the previous 6 years, but thereafter took the contrary position that TDS' business was

unauthorized once defendant PPSI had been acquired by BAR Financial and FNIC. (Holt

Dec. para 10).

D. SMEAR CAMPAIGN

In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan assets

(over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,

conspired, schemed, planned and executed with the defendants, and each of them, a

campaign against TDS with the intention to drive the TDS clients and representatives away

which would cause it to go out of business since all commissions would not be paid and TDS

would lose its income. Included in this conspiracy campaign and scheme were statements

made by defendant DUREYA and the other defendants, and each of them, together with

actions taken in TDS' name which were not authorized by TDS as follows:

(1) On or about January 22, 2009, defendant OLSEN, while under

contract as a TDS representative and required to be loyal to TDS, contacted Virginia

Casanovas at the Cambrian Elementary School District and told her that she would

find them a new Plan Administrator. (Holt Dec. para 1 l,p.4).


t1 (2) In February, 2009, defendant ROCAMORA told all the IRA

2 representatives that IDS would be out of business in the next 3-4 months, and that

3 they were moving all the districts to a new Plan Administrator; (Holt Dec. para 11,

4 p.4).

5 (3) In February 2009 and continuing to the present, defendant DUREYA

6 visited and/or contacted every TDS advisor/representative in the network and warned

7 they should not go to Questar, the new Broker/Dealer, knowingly, falsely stating that

8 TDS was in severe financial trouble and threatened that if they did try to transfer their

9 accounts to Questar, the clients would not be transferred to Questar and the

10 representatives would lose their commissions; (Holt Dec. para 11, p.5).

11 (4) On or about March 18, 2009, defendant DUREYA contacted a new


13 knowing that TDS had contracts with the various School Districts had the exclusive

14 solicitation rights for employees' 457 plans; (Holt Dec. para 11, p.5).

15 (5) About April 10, 2009, defendant KREBS developed a flyer for the


17 Broker Dealer approval, which was contrary to the terms of the agreement with TDS

18 and a violation of securities regulations; (Holt Dec. para 11, p.5.

19 (6) On April 10, 2009, Defendant KREBS sent a letter to School


21 regarding compliance questions, while in fact surreptitiously directing them to call his

22 office directly, all of which was contrary to the agreement with TDS; and falsely

23 representing to the employees that he was authorized to conduct compliance; (Holt

24 Dec. para 11, p.5).

25 (7) On or about April 23, 2009, defendants TARANTINO, BRACKETT,

26 KREBS ROCAMORA, BAR and IRA organized a conference call to discuss

27 replacing TDS as the Plan Administrator with ING as the Plan Administrator coupled

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with the common remitting business through defendant BAR and FNIC; (Holt Dec.

para ll,p.5).

(8) On or about May 7, 2009, Alonzo Wickers, CEO of IDS,

spoke with Dianne Johnson, a TDS representative in Tennessee, who reported

she was contacted by defendants TARANTINO and BAR and told that "TDS

would be going out of business in 60 to 90 days." She asked how that was

possible and defendant TARANTINO stated that many of the TDS

representatives were going to leave TDS and transfer TDS' School District

clients to a new 403(b) Plan Administrator, which would result in TDS losing

its commissions paid to Alonzo Wickers, and they would not be able to stay in

business when this income stopped. Defendant TARANTINO further advised

that he was sponsoring a meeting through BAR Financial to facilitate this

outcome in San Francisco and asked her to attend; (Wickers Dec. para. 11)

(9) On or about May 13, 2009 through June 24, 2009, defendants KREBS,

ROCAMORA and DUREYA contacted each other to set up a private meeting without

any principal of TDS present to further coordinate the scheme, plan and conspiracy to

put TDS out of business; (Holt Dec. para 11, p.6).

(10) On or about June 19,2009 the defendants held a meeting with the

network of TDS advisors/representatives, unbeknownst to plaintiff, to further explain

that TDS was going out of business, and that TDS would be replaced with a new Plan

Administrator, National Benefit Services, whose representatives were introduced

during the meeting; (Holt Dec. para 11, p.6).

(11) On or about May 15, 2009, defendants KREBS and ROCAMORA

held a compliance seminar, specifically with the Santa Clara County Office of

Education (COE), which was done without TDS' authorization, knowledge or

consent; (Holt Dec. para 11, p.6).

(12) On or about June 22, 2009, defendants ROCAMORA and EBS sent an

email requesting defendant KREBS to provide a "more specific head count of the


f1 participating or eligible participants in his districts" with the understanding that to

2 collaborate with NBS as the group's new Plan Administrator, under a three-party

3 agreement; (Holt Dec. para 11, p.6).

4 (13) On or about June 22, 2009, defendants DUREYA and BAR in


6 Administrator, negotiated fees and charges that vendors should pay for the Plan

7 Administrator services; (Holt Dec. para 11, p.6).

8 (14) On or about June 24, 2009, defendant KREBS forwarded to the other

9 defendants, all the documents necessary to replace TDS as the Plan Administrator

10 with NBS. (Holt Dec. para 11, p.7).

11 (15) On or about June 23, 2009, defendants TARANTINO and

12 BAR advised TDS representative James Adjar that he would lose his

13 commissions on his clients if he moved to Questar, the new Broker/Dealer;

14 (Holt Dec. para 11, p.7)

15 (16) On or about June 15, 2009, TDS had a telephone conference

16 with all of its representatives during which all representatives were advised

17 that Questar was the new Broker Dealer, and that all representatives would

18 need to confirm, in writing by June 22, 2009, that they were on board or

19 would be terminated at that point; (Holt Dec. para 11, p.7).

20 (17) On or about June, 2009, defendants DUREYA and KREBS, during a

21 conference call with the TDS network of representatives invited, knowingly and

22 falsely stated that TDS had serious financial troubles and that the TDS

23 representatives would be taunted by allegations of embezzlement unless they

24 distanced themselves in a hurry from TDS; (Holt Dec. para 11, p.7).

25 (18) Alonzo Wickers, TDS'principal, had regulatory and

26 compliance problems and that he was being audited by the SEC. (Wickers

27 Dec. para 10)

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t tE. TERMINATION OF IRA AND KREBS

On or about June 26, 2009 IDS, after not getting confirmation that defendants IRA,

ROCAMORA, OLSEN and KREBS had transferred to Questar, IDS notified defendants

IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as IDS

representatives and requested that they cease and desist from representing themselves as

being affiliated with TDS and that they should return all TDS promotional literature and

marketing materials that utilized IDS' trademarks and service marks.

This notice of termination was issued by plaintiff TDS after defendants IRA, BBS,

ROCAMORA, OLSEN and KREBS decided they would not come over to TDS' new

Broker/Dealer, Questar. (Holt Dec. para 13; Ex. O).

Plaintiff is informed and believes and based thereon alleges that, despite these written

notices, defendants IRA, BBS, ROCAMORA, OLSEN and KREBS have continued to

represent themselves as representatives and/or affiliates of TDS, thereby infringing the

trademarks and service marks of TDS; having continued to sell financial services to TDS

clients without paying 10% of the gross revenue generated; have utilized a rubber signature

stamps created without authorization or approval to execute certain compliance documents

that only TDS was authorized to execute and have undertaken certain conduct to disparage

TDS and interfere with its clients which includes, among other things, the following:

(a) advising TDS clients, specifically School Districts, County

Offices of Education and Community Colleges, that TDS was in severe

financial trouble, that checks were being returned NSF from the common

remitting TDS provided, that one of the TDS principals (Alonzo Wickers) had

regulatory compliance problems, and that TDS was going out of business;

(b) advising TDS clients, specifically Public Schools, County

Offices of Education and Community Colleges, that they should move their

Plan Administration business from TDS to National Benefit Services that

defendants would become affiliated with;


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(c) contacted TDS clients, specifically school employees in

various School Districts, who were already in 457 plans and resold and/or

contracted them to 403 (b) plans, which provided no benefit to the school

employees but allowed the defendants to earn a new commission (which is

considered illegal churning), and redirect the client from TDS;

(d) as set forth more specifically in the Holt Declaration

(paragraph 14, pp. 8-12) the defendants, acting as agents for each of them as

part of and in furtherance of the conspiracy, made the foregoing statements to

the following clients:

(1) On June 23, 2009, IDS' President, Loy Douglas Holt,

met with Linda Dempsey, Chief Business Officer (CBO) of Monrovia Unified

School District and was told by her that Defendant KREBS told her that TDS

was changing Plan Administrators and left brochures for NBS, as the new

Plan Administrator;

(2) On June 23, 2009, Mr. Holt also met with Ken Prosser,

Assistant Superintendent of Fiscal Services and with Tom Etchart, Director of

Finance for the Ventura County Office of Education and was told that

defendant KREBS had given a presentation to the School District

representatives stating that TDS was going with a new Plan Administrator,

NBS;

(3) On June 29, 2009, Mr. Holt met with Margie

Gustafson, County Office of Education (COE) for San Mateo, who stated that

defendant OLSEN came to meet her under the auspices of representing TDS

(and presented a TDS business card), and stated that TDS was going to a new

Plan Administrator, NBS, and left her brochure for NBS;

(4) On June 24, 2009, Mr. Holt also met with several

representatives of Union Unified School District, specifically Nimrat Johnal

(Santa Clara County COE), Nan Wijcik (CBO), Rita Sohal, Serena Glancy


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and Linda Rode (Payroll Department of Union USD) to discuss their concerns

over the rumors they heard from defendants IRA, OLSEN, ROCAMORA and

BBS that IDS had certain financial problems which included, among other

things, common remitting checks being returned for non-sufficient funds

(NSF), regulatory compliance audit problems and were confused as to who to

deal with on plan compliance, since the defendants had directed them to deal

with the local San Jose office directly;

(5) On June 30, 2009, Mr. Holt spoke with Rhonda Wang,

Assistant Comptroller of Foothill De Anza Community College District, and

was told that she heard from representatives of defendant IRA that TDS was

in financial distress;

(6) On July 1, 2009, Mr. Holt met with Chris Jew,

Assistant Supervisor of Business Services for Oak Grove Elementary School

District and was told that defendant IRA's representatives stated that TDS was

having financial difficulties and that checks were being returned NSF from the

common remitter account;

(7) On July 1, 2009, Mr. Holt met with Joanne Chin of

Franklin McKinley Unified School District and was told that she had heard of

the financial rumors and was told by a representative of defendant IRA, EBS,

OLSEN and ROCAMORA, that all compliance for Plan Administration

should be sent to defendant's local office rather than to TDS' corporate office;

(8) On July 1, 2009, Mr. Holt also met with Jim Luyau,

Assistant Supervisor of Business Services for the Santa Clara Unified School

District, who advised that Doris Luang, a TDS representative of defendant

IRA, OLSEN, ROCAMORA and EBS stated that TDS was having financial

difficulties and that they should deal directly with the local San Jose office;

(9) On July 1, 2009, Mr. Holt also met with Tina Tsu,

Director of Fiscal Services for Berryessa Union School District, who stated


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that she had recent phone calls from defendant IRA's representative that

advised TDS was having financial trouble and was having checks returned

from the common remitter account for NSF;

(10) On July 1,2009, Mr. Holt also met with Julie Swanson

(CBO) for Cambrian Elementary School District, who stated that she had

heard from defendant IRA's representatives that TDS had fiscal problems, and

was having vendor checks returned NSF from the common remitter account

and was having vendor checks returned NSF from the common remitter

account;

(11) On July 1, 2009, Mr. Holt also met with Alejandra San

Miguel, Human Resources for Campbell Union Elementary School District,

who stated that defendant OLSEN on behalf of defendants IRA and BBS

previously came to her office and advised that all plan compliance had to be

done at the local San Jose office and provided return envelopes that reflected

the same, which caused her confusion as to who to direct the plan compliance

to;

(12) On July 7, 2009, Mr. Holt met with Cathy Grovenberg,

Assistant Supervisor of Business Services for Santa Clara (COE) who stated

that representatives of defendant IRA had told her that TDS was in financial

trouble, that vendor checks were being returned NSF from the common

remitter account and that it was under audit and relayed that there was a rift

created between the local San Jose office and the corporate office;

(13) On July 9, 2009, Mr. Holt and three other

representatives of TDS attended a Multiple District County meeting in Santa

Clara, that was attended by over 30 representatives throughout the county that

was called by Nimrat Johnal, to discuss the rumors spread by the defendants,

specifically defendants IRA, ROCAMORA, OLSEN, BBS and KREBS, that

TDS had financial problems, that it had vendor checks returned NSF from its


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common remitter account, that it had regulatory and compliance problems and

TDS had done illegal activities;

(14) On July 9, 2009, Mr. Holt spoke with Julie McCarthy a

representative from the Brisbane School District who advised that she had

received a telephone call from defendant OLSEN on July 8, 2009, during

which she requested to meet to discuss moving the School District to another

Plan Administrator because of the financial troubles TDS was having. Ms.

McCarthy stated that she was unaware of any problems TDS was having until

she received the phone call from defendant OLSEN.

(15) On July 17,2009, Mr. Holt spoke with Ann Jones

(CBO) of the San Jose Unified School District who stated that representatives

from defendant IRA had advised that TDS had regulatory compliance issues

and was being audited, had financial troubles which included checks returned

NSF;

(16) On July 17, 2009, Mr. Holt met with Jerry Kerr,

Assistant Supervisor of Business for Eastside Union High School District and

Vida Branner-Sidess and Jill Kaufman (representatives of East Side Union

HSD), who attended the Santa Clara COE meeting on July 7, 2009 and

wanted further confirmation concerning the rumors raised regarding TDS'

financial troubles;

(17) On July 17, 2009, Mr. Holt met with Margie Gustafson

(COE) of San Mateo and approximately 30 other representatives and CBO's

of the district to discuss the rumors they heard from the representatives of

defendants IRA, OLSEN and ROCAMORA regarding TDS' financial and

regulatory problems and whether TDS had returned vendor checks.

(18) On July 17, 2009, Mr. Holt spoke with Vicky Rinehart,

Superintendent of Knightsen School District, who stated that TDS had


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f Ifinancial and regulatory audit issues that she had heard from representatives of

defendants IRA, OLSEN and ROCAMORA.

(19) On July 1 7, 2009, Mr. Holt spoke with Nancy

Anderson, Director, Moreno Valley Unified School District who stated that

she had heard from representatives of defendants IRA, OLSEN,

ROCAMORA and KREBS that IDS was having financial difficulties and

that defendant KREBS had told her vendor checks were being returned NSF,

that TDS was being audited by the SEC and Mr. Wickers had failed a

compliance audit; She thereafter contacted several other districts and was told

the information was inaccurate;

All of the foregoing representations made by defendants were false, were known by

the defendants to be false or were made without any reasonable belief to the truth of the

matters stated at the time they were made, and were made with the intent to disparage and

harm its reputation and to cause economic harm to TDS.

In the last several weeks TDS has received 12 written termination notices from

School Districts, Schools and Municipalities. The anticipated loss of revenue from these

clients is approximately $346,000 over the next five years. In comparison, over the last three

years TDS lost only one customer which was due to a new school administrator bringing in a

plan administrator it had a previous relationship with. (See Holt Dec. para 17-18).

Additionally, the defendants have started to go to the teachers redirecting their

investments from TDS. By way of example in Santa Clara County, TDS suffered $40,000 in

redirecting of employee investments. This diversion provides no benefit to the employee and

only commissions to the sales agent and is therefore considered illegal churning. Unless

defendants' conduct is immediately stopped, the defendants' statement that TDS will go out

of business will become a reality and it will face the potential loss of millions of dollars. (See

Holt Dec. para 17- 18).


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fIII. ARGUMENT

The court in Brockey v. Moore (2003) 107 Cal App 4th 86, 102, 131 Cal Rptr 2d 746 a

case involving false advertising), reiterated that trial courts have "great latitude in protecting the

public and making the victims of unfair competition whole." It further recognized that

"A trial court may issue an injunction where a person has

committed a past unlawful practice (emphasis in the original)."

Id. at 103.

The court may also enjoin future conduct under Business & Professions Code §17203

in that:

"The remedial power granted under this section is

'extraordinarily broad'. Probably because...unfair business

practices can take many forms, the Legislature has given the

courts the power to fashion remedies to prevent their "use or

employment" in whatever context they may occur. (Citation

omitted) This power "necessarily includes the authority to

make orders to prevent such activities from occurring in the

future " See Hewlett v. Squaw Valley Ski Corp. (1997) 54

Cal App. 499, 540, 63 Cal.Rptr.2d 118 (emphasis added).

IV. AN INJUNCTION MAY BE GRANTED PURSUANT TO BUSINESS AND

PROFESSIONS CODE §§ 17204 AND 17535 AND UNDER CALIFORNIA'S

CODE OF CIVIL PROCEDURE RESTRAINING AN ACT TO PREVENT

IRREPARABLE HARM TO THE MOVING PARTY.

Injunctive relief is one of the principal remedies available for violations of Section 17200

and 17500 of the Business and Professions Code Sections 17204 and 17535 permit injunctions to

be sought by "any person acting for the interest of itself, its members, or the general public. In

suits brought by private parties, injunctions may be sought by ... any person ... who has


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suffered injury in fact and who has lost money or property as a result of such unfair

competition."

The Legislature "intended ... to permit courts to enjoin ongoing wrongful business

conduct in whatever context such activity might occur." (Barquis v. Merchants Correction Ass 'n

(1972) 7 Cal.3d 94, 111.) Equitable relief such as injunctions apply to, but are not limited to,

business competitors. (People Ex Rel. Mosk v. National Research Co. of Calif. (1962) 201

Cal.App.2d765,771.)

Additionally, California Business & Professions Code sections 14330 and 14335(a)

provide additional grounds for the requested injunctive relief, as follows:

Section 14330

"Likelihood of injury to business reputation or of dilution of the distinctive

quality of a mark registered under this chapter, or a mark valid at common law,

or a trade name valid at common law, shall be a ground for injunctive relief

notwithstanding the absence of competition between the parties or the absence of

confusion as to the source of goods or services."

Section 14335(a)

"Any person who uses or unlawfully infringes upon a mark registered under this

chapter or under Title 15 of the United States code, other than in an otherwise

noninfringing manner, either on the person's own goods or services or to

describe the person's own goods or services, irrespective of whether the mark is

used primarily as an ornament, decoration, garnishment, or embellishment on or

in products, merchandise, or goods, for the purpose of enhancing the commercial

value of, or selling or soliciting purchases of, products, merchandise, goods, or

services, without prior consent of the owner of the mark, shall be subject to an

injunction against that use by the owner of the mark."22


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fPlaintiff has alleged and provided declarations supportive of its claims under Business

and Professions Code §§ 17200, 17500, 14330 and 14335(a). Consequently, injunctive relief is

appropriate and necessary.

Further, it is well settled that non-privileged communications that would reflect

negatively on a business' reputation and cause it economic losses, when rendered to the

business' customers, are enjoinable. (Courtesy Temporary Service, Inc. v. Camachio (1990) 22

Cal.App.3d 1278.)

Injunctive relief is similarly available under the Lanham Trademark Act of 1946, for both

misappropriation of the fruits of another's labors and trade disparagement. (Complaint, Fourth

and Fifth Causes of Action.) (Mutual Pharmaceutical Co. v. Ivax Pharmaceuticals 459

F.Supp.2d 925 (C.D. Cal. 2006).)

V. ANY BALANCING OF EQUITIES CLEARLY FAVORS THE GRANTING

OF THE INJUNCTIVE RELIEF BEING REQUESTED.

The injunctive relief requested does not cause any prejudice to the Defendants. Rather,

the activities which Plaintiff seeks to enjoin are those which Defendants could not lawfully

engage in; i.e., trade liable and disparagement and use of TDS' trademark and service marks,

including on business cards and disparaging and false statements as to Plaintiffs financial

conditions and the presence of regulatory problems cannot cause this kind of prejudice to

Defendants that should be considered in balancing the equities. The potential prejudice to

Plaintiff, on the other hand, is enormous, as it has had its reputation disparaged, lost its sales

representatives and have had customers terminate their contracts and lost business; as set forth in

the Holt Declaration, paragraphs 11 and 14; faces a potential loss of business in the millions of

dollars; Holt Declaration, para 18.

VI. CONCLUSION

In view of the foregoing points and authorities, it is respectfully submitted that unless a

temporary restraining order is issued and an order to show cause re: preliminary injunction is


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t tentered in this case, TDS will suffer irreparable harm and possibly the destruction of its entire

business, whereas no prejudice will be caused to Defendants by the granting of the requested

relief.

DATED: August 17, 2009 LAW OFFICES OF MICHAEL T. STOLLER, APC



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DECLARATION RE EX PARTE NOTICE

f

I, ANNE VAN COTT, declare:

1. I am a paralegal employed by the office of plaintiff s attorney, Michael T.

Stoller. I am over the age of eighteen years and not a party to the within action. I have

personal knowledge of the matters herein and, if called as a witness, I can competently

testify to the same.

2. On August 17, 2009, at the request of plaintiffs attorney, I telephoned the

following parties and gave notice that plaintiff would be seeking ex parte relief on

Tuesday, August 18, 2009 at 2:15 p.m. in Department 54 of the Sacramento Superior

Court in the matter The IDS Group. Inc. v. The IRA Center, etc., et al. , Case No. 34-

2009-00055591. I explained that the ex parte was for a restraining order enjoining all

defendants from using the TDS trademarks as well as disparagement of TDS.

(a) At 10:17 a.m. on August 17, 2009 I telephoned defendant inpropria

persona Bill Krebs at 805-965-4774 extension 102 and left a voice mail giving ex parte

notice with time date and department, and the reason for same.

(b) At 10:20 a.m. on August 17, 2009 I telephoned attorney Roger

Brothers of the McNamara Law Firm, representing defendants, BAR Financial, LLC, John

Brackett, Eric A Huck, Anthony Tarantino, Gina Dureya and Pension Planners Securities,

Inc., at 925-939-5330 and spoke with his secretary, Janice and gave ex parte notice with

time date and department, and the reason for same.

(c) At 10:22 a.m. on August 17, 2009 I telephoned attorney Sheela Deen

of the Hoge, Fenton, law firm representing defendants, The IRA Center, Rene Rocamora,

1DECLARATION RE EX PARTE NOTICE

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Rebecca Olsen, Randy Scianna and Employee Benefit Services, at 408-287-9501 and

spoke with her assistant, Stephanie and gave ex parte notice with time date and

department, and the reason for same.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct. Executed this 17th day of August, 2009 at Calabasas,

California.

ANNE VAN COTT

DECLARATION RE EX PARTE NOTICE

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ROGER J. BROTHERS (State Bar No. 118622)TONYA R. DRAEGER (State Bar No. 223047)MCNAMARA, DODGE, NEY, BEATTY, SLATTERY, 'PFALZER, BORGES & BROTHERS LLP1211 Newell AvenuePost Office Box 5288Walnut Creek, CA 94596Telephone: (925) 939-5330Facsimile: (925) 939-0203

Attorneys for DefendantsPENSION PLANNERS SECURITIES, INC., a CaliforniaCorporation; GINA DUREYA, an individual; BARFINANCIAL, LLC a California Limited Liability Company;ANTHONY TARANTINO, an individual, JOHN BRACKETT,an individual, ERIC A. HUCK, an individual

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO

CIVIL - UNLIMITED JURISDICTION

THE TDS GROUP, INC., a CaliforniaCorporation, as successor in all rights and -interest to TAX DEFERRED SERVICES,INC., a California Corporation,

Plaintiff,

vs.

THE IRA CENTER, a CaliforniaCorporation; RANDY SCIANNA, anindividual; RENE ROCAMORA, anindividual; REBECCA OLSEN, anindividual; EMPLOYEE BENEFITSERVICES, INC., a CaliforniaCorporation; WILLIAM L. KREBS, anindividual; PENSION PLANNERSSECURITIES, INC., a CaliforniaCorporation; GINA DUREYA, anindividual; BAR FINANCIAL, LLC aCalifornia Limited Liability Company;ANTHONY TARANTINO, an individual,JOHN BRACKETT, an individual,ERIC A. HUCK, an individual andDOES 1-100, inclusive

Defendants.

Case No. 34 - 20CP-

DEFENDANTS OPPOSITION TOAPPLICATION FOR TEMPORARYRESTRAINING ORDER AND ORDER TOSHOW CAUSE FOR PRELIMINARYINJUNCTION

Defendants BAR Financial, LLC, a California limited liability corporation, John Brackert,

Eric Hull, Anthony Tarantino (collectively "BAR"), Pension Planners Securities, Inc. ("PPSI")

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and Gina Dureya ("Dureya") submit the following memorandum of points and authorities in

opposition to the ex parte application for a temporary restraining order and order to show cause

for preliminary injunction filed by The IDS Group, Inc. ("IDS"). BAR, PPSI and Dureya shall

be referred to hereinafter collectively as "Defendants".

As set forth below, a temporary restraining order and an order to show cause for

preliminary injunction are not warranted. The specific legal and factual grounds and supporting

authority are outlined below.

LEGAL ANALYSIS

A temporary restraining order is issued in order to prohibit the acts complained of,

pending a hearing on whether the plaintiff is entitled to a preliminary injunction. (See, Cal Code

Civ Proc. §527.) Temporary restraining orders may be granted ex parte if it appears from the

facts set forth in the affidavit or declaration or the verified complaint that great or irreparable

injury would result to the applicant before the matter could be heard on notice. (Cal. Code Civ.

Proc. §§527(c)(l).)

Trial courts evaluate two interrelated factors when deciding whether or not to issue a

restraining order: Whether the plaintiff will prevail on the merits at trial and the interim harm that

the plaintiff is likely to sustain if the restraining order were denied as compared to the harm that

the defendant is likely to suffer if the restraining order were issued. (Church of Christ in

Hollywood v. Superior Court (2002) 99 Cal.App.4th 1244, 1251 - 1252.)

The trial court's determination must be guided by a 'mix' of thepotential-merit and interim-harm factors; the greater the plaintiffsshowing on one, the less must be shown on the other to support [arestraining order].... Of course, '[t]he scope of available preliminaryrelief is necessarily limited by the scope of the relief likely to beobtained at trial on the merits.' ... A trial court may not grant a[restraining order], regardless of the balance of interim harm, unlessthere is some possibility that the plaintiff would ultimately prevailon the merits of the claim.

(Id. citing Butt v. State of California (1992) 4 Cal.4th 668, 678, citations omitted.)

TDS is attempting to obtain a TRO in order to restrain Defendants from disparaging TDS.

However, nothing in the moving papers supports TDS' claims that Defendants have disparaged

TDS, that TDS will prevail on the merits of its claim for disparagement or the need for immediate

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action to avoid irreparable injury. In fact, if action is necessary in the short amount of time that

this matter may be heard on proper notice, why did TDS wait to file this ex parte application.

A. TDS will not prevail on the merits of is disparagement claim at trial.

TDS is asserting a claim of disparagement against BAR, PPSI and Dureya as the

foundation for ordering a temporary restraining order. However, TDS has not, in its moving

papers, and cannot, show that BAR, PPSI and/or Dureya disparaged TDS.

Disparagement is defined in Black's Law Dictionary as: "A false and injurious statement

that discredits or detracts from the reputation of another's property, product or business."

(Black's Law Diet. (7th ed. 1999) p. 483, col. 2.) Webster's defines disparage as "to lower in

esteem or reputation" or "to speak slightingly of." (Webster's Third New International Dictionary

(unabridged 1993). The American Heritage Dictionary further discusses "disparagement" in the

context of its synonyms. (American Heritage Dictionary (3rd ed. 1992) p. 536, col. 2.)

Disparage, along with numerous other verbs, conveys that the sense "of as being of little value or

importance." In this context, "disparage" often involves "the communication of a low opinion."

(Id. at p. 486, col. 2.)

In order to be actionable, disparagement must be not only false and derogatory, it must be

express and not merely implied. (Nichols v. Great American Ins. Companies (1985) 169

Cal.App.3d 766, 774.)

TDS, through the declaration of Douglas Holt, recounts meetings held by BAR, PPSI or

Dureya to discuss commissions for representatives; the transfer of Plan Administrators; meetings

with School Districts; third party conversations and the fact that Defendants took part in

conference calls not attended by TDS, in order to claim ,that Defendants disparaged TDS.

However, nothing TDS has set forth in its Ex Parte (as hereinafter defined) supports the claim that

any express derogatory statements regarding TDS have been made. Without factual support for

the contention that Defendants have made disparaging remarks regarding TDS, TDS cannot

prevail on the merits at trial. If TDS has not shown that it can prevail on the merits at trial, TDS

has not met its burden for the granting of a temporary restraining order. Thus, TDS's request for

a temporary restraining order should be denied.

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1 B. TDS has Failed to Establish the Immediate Irreparable Injury Necessary forGranting an Ex Parte Application for Temporary Restraining Order.

21. Vague and ambiguous facts or facts alleged on information and belief are

3 inadequate to support a request for Temporary Restraining Order.

4 TDS has not met the evidentiary burden necessary to establish an entitlement to

5 immediate injunctive relief. (Levy v. City of Santa Monica, (2004) 114 Cal. App. 4th 1252,

6 1262.) Injunctive relief will not be granted on conclusory statements based on information and

7 belief. (Id.) The affidavits, declarations, or verified complaint must contain specific facts, on

8 personal knowledge, supporting the allegations that are the basis for the request for a temporary

9 restraining order. (Low v. Low, (1956) 143 Cal. App. 2d 650, 654.)

10 Generally, facts alleged on information and belief are inadequate as a matter of law. (San

\ \ Francisco Newspaper Printing Co. v. Superior Court, (1985) 170 Cal. App. 3d 438, 464.) It is a

12 general rule that affidavits made on information and belief as to facts that have transpired are

13 hearsay and must be disregarded. (Bank of America National Trust & Savings Assn. v. Williams,

14 (1948) 89 Cal. App. 2d 21,29.)

15 First and foremost, TDS has not presented a verified complaint. Instead, TDS relies on

16 the declarations that Alonzo Wickers ("Wickers") and Loy Douglas Holt submitted in

17 conjunction with its Ex Parte Application for Temporary Restraining Order ("Ex Parte") in order

18 to support its request for a temporary restraining order to enjoin Defendants from disparaging and

19 causing harm to the reputation of TDS. (Declaration of Holt, p. 22-28.) However, neither of the

20 declarations attached to the Ex Parte allege either specific facts or personal knowledge that

21 Defendants have disparaged TDS. Moreover, neither of the declarations evidence the need for a

22 temporary restraining order in order to avoid immediate harm.

23 The declaration of Wickers is devoid of any specific facts, based on personal knowledge

24 supporting the claim that a temporary restraining order is necessary to enjoin Defendants from

25 making disparaging statements regarding TDS. (Low, 143 Cal.App.2d at 654.) In fact, Wickers

26 attests to only two facts. The first consists of hearsay statements made by Dianne Johnson.

27 (Declaration of Wickers, p. 6:19-20.) In addition to being hearsay, and the Ex Parte omitting the

28 declaration of Ms. Johnson, Wickers lacks personal knowledge of the alleged harmful statements

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made by Mr. Tarantino. Without personal knowledge of specific facts, Wickers' recitation of Ms.

Johnson's statements of disparaging remarks is not sufficient for the granting of a temporary

restraining order.

The only other fact stated in the declaration of Wickers is that he is "aware of the various

incidents stated in Mr. Holts' declaration." Such conclusory statements of incidents of

disparagement are precisely the declarations that California courts have stated are not sufficient to

meet the evidentiary burden necessary in order to establish an entitlement to immediate injunctive

relief. (Levy, 114 Cal. App. 4th at 1262.) Thus, none of the information set forth in the

declaration of Wickers is sufficient to support a temporary restraining order.

The other declaration submitted in support of the Ex Parte is the declaration of Loy

Douglas Holt ("Holt"). Similar to the declaration of Wickers, the declaration of Holt fails to state

specific facts, based on personal knowledge, that are sufficient to grant a temporary restraining

order.

The first statement made in the declaration of Holt that mentions BAR is 11 subparagraph

7. (Declaration of Holt, p. 5:17-21.) However, this statement mentions only the fact that BAR

organized a conference call to discuss replacing TDS. Holt does not claim that a false or

injurious statement of or concerning TDS was made in that communication.

Next, Holt recounts the same hearsay statements mentioned in the declaration of Wickers

regarding Dianne Johnson. (Declaration of Holt, p. 5:22 - 6:4.) As stated above, these hearsay

statements are insufficient evidence to support the granting of a temporary restraining order.

Holt goes on to claim that "defendants", without defining which defendants, held a

meeting with TDS representatives to explain that TDS was going out of business. However, Holt

claims that TDS didn't know about the meeting. Thus, how could Holt have personal knowledge

regarding the facts that were discussed at the meeting? (Declaration of Holt, p. 6:9-13.)

Moreover, Holt's declaration is replete with numerous hearsay statements of alleged

actions of or conversations involving Dureya. As stated above, such hearsay statements are

insufficient to support a temporary restraining order.

Nothing in the declaration of Holt provides evidentiary support for a temporary restraining

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order to enjoin BAR, Dureya and/or PPSI from making disparaging remarks. The fact is, TDS

cannot present any specific facts based on personal knowledge that BAR, Dureya and/or PPSI

have made any disparaging remarks regarding TDS. Thus, TDS has not established the

irreparable injury necessary for the granting of a temporary restraining order. (Levy, 114 Cal.

App. 4th at 1262.)

2. The Ex Parte is void of any contentions that TDS will be irreparably injuredbefore this matter can be heard on proper notice.

"The term 'irreparable injury1 . . . means that species of damages, whether great or small,

that ought not to be submitted to on the one hand or inflicted on the other." (Wind v. Herbert,

(1960) 186 Cal. App. 2d 276, 285.) "Irreparable injury" has been defined as an injury which

constitutes an overbearing assumption by one person of superiority and domination over the

rights and property of others. (See, Fretz v. Burke (1967) 247 Cal.App.2d 741, 746.)

Rather than provide any specific facts in either the Ex Parte, the declaration of Wickers or

the declaration of Holt that TDS will be subject to immediate irreparable injury if a temporary

restraining order is not granted, TDS concludes that if a temporary restraining order is not issued

it will cause economic damage and damage to its reputation. This is not sufficient for the

granting of a temporary restraining order. As set forth above, specific facts evidencing the

likelihood of irreparable injury are required.

Moreover, the declaration of Holt is silent as to any alleged disparaging remarks being

made by Defendants since June 2009. (Declaration of Holt). In fact, it appears that the last

alleged disparaging statement made by defendants was made during a conference call, which Holt

did not attend, in June 2009. As well as begging the question as to the necessity of a temporary

restraining order to cease immediate irreparable injury, it raises the issue of whether there is a

reasonable probability that the alleged disparaging acts will be repeated in the future.

A temporary restraining order should neither serve as punishment for past acts, nor be

exercised in the absence of any evidence establishing the reasonable probability the acts will be

repeated in the future. (Cisneros v. U.D. Registry, Inc. (1995) 39 Cal.App.4th 548, 574; Donald

v. Cafe Royale, Inc. (1990) 218 Cal.App.3d 168, 184.) Indeed, a change in circumstances at the

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time of the hearing, rendering injunctive relief moot or unnecessary, justifies denial of the

request. (Id.) Thus, to authorize the issuance of an injunction, it must appear with reasonable

certainty that the wrongful acts will be continued or repeated." (Gold v. Los Angeles Democratic

League (1975) 49 Cal.App.3d 365, 372.)

Not only has TDS failed to show that it will be immediately irreparably injured by the

alleged disparaging statements of Defendants if a temporary restraining order is not issued, TDS

has failed to provide evidence that the alleged disparaging statements have continued since June

2009. Without this foundation evidence, a temporary restraining order cannot be granted.

CONCLUSION

TDS has failed to put forth the facts necessary to establish irreparable injury or the threat

of irreparable injury necessary for the court to issue a Temporary Restraining Order or Order to

Show Cause for Preliminary Injunction. Therefore, the Court should deny the Temporary

Restraining Order and refuse to issue an Order to Show Cause for Preliminary Injunction.

Dated: August f^, 2009 MCNAMARA, DODGE, NEY, BEATTY, SLATTERY,PFALZER, BORGES &B«£)THERS LLP

/ /"} 1 \\ Ji I lit \^/ 1 *n/f i

BV: /^H/^C jA — v.Roger J. BrotKersTonya R. DraegerAttorneys for Defendants

K \BARF\1000\The TDS Group\Pleadmgs\Opposition to TRO and OSC for Preliminary Injunction with caption doc

7

1 MICHAEL T. STOLLER, ESQ. SBN 120241LAW OFFICES OF MICHAEL T. STOLLER,

2 9454 WILSHIRE BLVD., SUITE 500BEVERLY HILLS, CALIFORNIA 90212

3 Telephone: 818-226-4040A Facsimile : 818-226-4044T1

5 Attorneys for Plaintiff

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7

APC ^"tAtQDRSED

AUG 1O)09-f\\J

By 1 *A O'Donnel l

g SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 COUNTY OF

10

! ! TAX DEFERRED SERVICES, INC., a )California Corporation, )

12 )Plaintiffs, )

13 )_,_ \

14 VS'

1 5 THE IRA CENTER, a California )Corporation; RANDY SCIANNA, an )

16 individual; RENE ROCAMORA, an )individual; REBECCA OLSEN, an )

17 individual; EMPLOYEE BENEFIT )1 g SERVICES, INC., a California )

Corporation; WILLIAM L. KREBS, an )19 individual; PENSION PLANNERS )

SECURITIES, INC., a California )20 Corporation; GINA DUREYA, an )

individual; BAR FINANCIAL, LLC a )91 • •California Limited Liability Company; )22 ANTHONY TARANTINO, an individual, )

JOHN BRACKETT, an individual, ERIC )23 ERIC A. HUCK, an individual and )

DOES 1-100, inclusive, )24 )

25 Defendants. )T/" )20 '

27

28

SACRAMENTO

CASE NO. 34-2009-00055591

[Complaint filed 8-1 7-09]

/•sfc&r*~f '**DECLARATION OF LOY DOUGLASHOLT IN SUPPORT OF EX PARTEAPPLICATION FOR ^ TEMPORARYRESTRAINING ORDER AND ANORDER TO SHOW CAUSE REPRELIMINARY INJUNCTION[Concurrently Filed With Ex ParteApplication; Memorandum of Pointsand Authorities; and Proposed Order]

Date: August 18, 2009Time: 2: 15 p.m.Dept: 54

1DECLARATION OF DOUGLAS HOLT

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3 personal knowledge of the matters hereinafter set forth and if called as a witness, I could and

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certain entities and individuals to act as representatives of IDS and licensed the use of its12

trademarks and service marks.13

4. On or about August 30, 2002, TDS ("Franchise") and defendants, SCIANNA,14

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I LOY DOUGLAS HOLT, declare:

1. I am President of TDS and I have worked for the company for 20 years. I have

would competently testify to the same. This declaration is made in support of TDS' ex parte

application for a Temporary Restraining Order.

2. As set forth in Mr. Wickers' Declaration, TDS has been a Plan Administrator, for

School Districts throughout the state and in over 28 states throughout the country.

3. In order to provide plan administration services to the various School Districts,

ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist TDS to

market and provide its Plan Administration services and expand its network which I also

executed with Mr. Wickers, a true and correct copy of which is attached to the Wickers

18 Declaration as Exhibit "A". A similar agreement was entered into between defendant KREBS

19and TDS on or about the same time.

205. I am informed and believe, and based thereon state, that on or about August,

212008, defendant DUREYA sold her brokerage business PPSI to defendant BAR Financial. BAR

22Financial was at that time the OSJ for Financial Network Investment Corporation (hereinafter

23"FNIC"), a Broker/Dealer and wholly owned subsidiary of ING. The effect of this transaction

24was to impose FNIC as the replacement Broker/Dealer for the Book of Business of TDS without

A*-3

continuing the OSJ provided by TDS.26

6. About September 2008, upon the completed acquisition of defendant PPSI by27

defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR, and28

defendant BRACKETT who was a principal of BAR, that FNIC rejected the Plan Administrator

2

DECLARATION OF DOUGLAS HOLT

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services by IDS and that a business affiliate of FNIC, through its parent ING, specifically "ING

Plan With Ease," would be taking over the Plan Administrator services for all of the TDS clients.

The intended outcome of this change was to eliminate TDS as a competitor to the defendants by

putting them out of business.

7. TDS refused to relinquish its position as Plan Administrator and further, Mr.

Wickers and I, the principals of TDS, refused to relinquish our positions as licensed sales

representatives of financial products, thereby challenging the influence of defendants BAR and

DUREYA over the existing force of representatives that had formerly shown allegiance to TDS

(sometimes referred to as the TDS representatives). Concurrent with the threat posed by

defendants BAR and DUREYA, Mr. Wickers on behalf of TDS requested that BAR and

DUREYA make a bulk transfer of the Book of Business to its new chosen Broker/Dealer,

Questar Capital Corporation (hereinafter "Questar"), and advised all of its representatives that all

further business would be conducted through Questar. Questar had accepted the Plan

Administrator services of TDS, unlike BAR and DUREYA.

8. While DUREYA initially agreed to allow the Mr. Wickers and myself on behalf

of TDS to block transfer its Book of Business, as was the custom in the industry, the defendants

reversed their position and notified the TDS principals they would not make a block transfer of

their clients to their new Broker/Dealer Questar.

9. On or about September, 2008, when I attempted to move my clients to Questar,

as my new Broker/Dealer, defendants BAR and DUREYA intentionally interfered by refusing to

make a bulk transfer of my Book of Business. In addition, our TDS representatives were notified

by defendants BAR and DUREYA that unless they stayed with DUREYA and BAR they would

lose the stream of commissions they were entitled to from the prior financial products sold.

Consequently, all of the TDS representatives, for fear of losing their commissions, stayed with

defendants DUREYA and BAR.

10. I am informed and believe, and based thereon state that defendant PPSI promised

defendant BAR and FNIC that it could deliver all of the TDS clients which included 356

California Schools, to ING's Plan With Ease and all of the 457 plan assets that exceeded over


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$100 million, if they would buy defendant PPSI. Defendant PPSI schemed to accomplish this by

attempting to force TDS to give up its Plan Administrator Business which it had been conducting

over the last 30 years and specifically, authorized by defendant PPSI for the previous 6 years, but

thereafter took the contrary position that TDS' business was unauthorized once defendant PPSI

had been acquired by BAR Financial and FNIC.

11. In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan

assets (over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,

conspired, schemed, planned and executed with the defendants, and each of them, a campaign

against TDS with the intention to drive the TDS clients and representatives away which would

cause it to go out of business since all commissions would not be paid and TDS would lose its

income. Included in this conspiracy campaign and scheme were statements made by defendant

DUREYA and the other defendants, and each of them, together with actions taken in TDS' name

which were not authorized by TDS.

These statements were discovered from emails sent and received on our company

server, true and correct copies of which are attached and indicated by the following exhibit

numbers:

(1) On or about January 22, 2009, defendant OLSEN, while under

contract as a TDS representative and required to be loyal to TDS, contacted

Virginia Casanovas at the Cambrian Elementary School District and told her that

she would find them a new Plan Administrator. (Exhibit "B")

(2) In February, 2009, defendant ROCAMORA told all the IRA

representatives that TDS would be out of business in the next 3-4 months, and

that they were moving all the districts to a new Plan Administrator; (Exhibit "C")

(3) In February 2009 and continuing to the present, defendant

DUREYA visited and/or contacted every TDS advisor/representative in the

network and warned they should not go to Questar, the new Broker/Dealer,

knowingly, falsely stating that TDS was in severe financial trouble and threatened


1 that if they did try to transfer their accounts to Questar, the clients would not be

2 transferred to Questar and the representatives would lose their commissions;

3 (4) On or about March 18,2009, defendant DUREYA contacted a new


5 knowing that TDS had contracts with the various School Districts had the

6 exclusive solicitation rights for employees' 457 plans; (Exhibit "D")

7 (5) About April 10,2009, defendant KREBS developed a flyer for the


9 Broker Dealer approval, which was contrary to the terms of the agreement with

10 TDS and a violation of securities regulations; (Exhibit "E")

11 (6) On April 10, 2009, Defendant KREBS sent a letter to School


13 regarding compliance questions, while in fact surreptitiously directing them to

14 call his office directly, all of which was contrary to the agreement with TDS; and

15 falsely representing to the employees that he was authorized to conduct

16 compliance; (Exhibit "F")

17 (7) On or about April 23, 2009, defendants TARANTINO,

18 BRACKETT, KREBS ROCAMORA, BAR and IRA organized a conference call

19 to discuss replacing TDS as the Plan Administrator with ING as the Plan

20 Administrator coupled with the common remitting business through defendant

21 BARandFNIC; (Exhibit "G")

22 (8) On or about May 7, 2009, Alonzo Wickers, CEO of TDS, spoke

23 with Dianne Johnson, a TDS representative in Tennessee, who reported she was

24 contacted by defendants TARANTINO and BAR and told that "TDS would be

25 going out of business in 60 to 90 days." She asked how that was possible and

26 defendant TARANTINO stated that many of the TDS representatives were going

27 to leave TDS and transfer TDS' School District clients to a new 403(b) Plan

28 Administrator, which would result in TDS losing its commissions paid to Alonzo

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1 Wickers, and they would not be able to stay in business when this income

2 stopped. Defendant TARANTINO further advised that he was sponsoring a

3 meeting through BAR Financial to facilitate this outcome in San Francisco and

4 asked her to attend; (Wickers Dec. para. 11)

5 (9) On or about May 13, 2009 through June 24, 2009, defendants

6 KREBS, ROCAMORA and DUREYA contacted each other to set up a private

7 meeting without any principal of TDS present to further coordinate the scheme,

8 plan and conspiracy to put TDS out of business; (Exhibit "H")

9 (10) On or about June 19,2009 the defendants held a meeting with the

10 network of TDS advisors/representatives, unbeknownst to plaintiff, to further

11 explain that TDS was going out of business, and that TDS would be replaced with

12 a new Plan Administrator, National Benefit Services, whose representatives were

13 introduced during the meeting; (Exhibit"!")

14 (11) On or about May 15, 2009, defendants KREBS and ROCAMORA

15 held a compliance seminar, specifically with the Santa Clara County Office of

16 Education (COE), which was done without TDS' authorization, knowledge or

17 consent; (Exhibit "J")

18 (12) On or about June 22, 2009, defendants ROCAMORA and BBS

19 sent an email requesting defendant KREBS to provide a "more specific head

20 count of the participating or eligible participants in his districts" with the

21 understanding that to collaborate with NBS as the group's new Plan

22 Administrator, under a three-party agreement; (Exhibit "K")

23 (13) On or about June 22,2009, defendants DUREYA and BAR in


25 Administrator, negotiated fees and charges that vendors should pay for the Plan

26 Administrator services; (Exhibit "L")

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(14) On or about June 24, 2009, defendant KREBS forwarded to the

other defendants, all the documents necessary to replace TDS as the Plan

Administrator with NBS. (Exhibit "M")

(15) On or about June 23, 2009, defendants TARANTINO and BAR

advised TDS representative James Adjar that he would lose his commissions on

his clients if he moved to Questar, the new Broker/Dealer; (Exhibit "N")

(16) On or about June 15, 2009,1 on behalf of TDS arranged a

telephone conference with all of its representatives during which all

representatives were advised that Questar was the new Broker Dealer, and that all

representatives would need to confirm, in writing by June 22, 2009, that they were

on board or would be terminated at that point.

(17) After the June 15,2009 conference call, I contacted various TDS

representatives to determine whether they were confirming staying with TDS and

I spoke to Ken Bowers, a representative from Albuquerque, New Mexico, who

advised that defendants DUREYA and KREBS, had a conference call with the

TDS network of representatives invited, stated that TDS had serious financial

troubles and that the TDS representatives would be taunted by allegations of

embezzlement unless they distanced themselves in a hurry from TDS;

(18) Also after the June 15, 2009 conference call, I was told by Richard

Odegaard, Assistant Superintendent of Business Services for Elk Grove Unified

who stated that Alonzo Wickers, TDS' principal, had regulatory and compliance

problems and that he was being audited by the SEC.

12. On or about June 26, 2009 TDS, after not getting confirmation that defendants

IRA, ROCAMORA, OLSEN and KREBS had transferred to Questar, TDS notified defendants

IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as TDS

representatives and requested that they cease and desist from representing themselves as being

affiliated with TDS and that they should return all TDS promotional literature and marketing

materials that utilized TDS' trademarks and service marks.


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13. This notice of termination was issued after defendants IRA, EBS, ROCAMORA,

OLSEN and KREBS decided they would not come over to IDS' new Broker/Dealer, Questar. A

true and correct copy of which is attached hereto as Exhibit "O".

14. I am informed and believe and based thereon state that, despite these written

notices, defendants IRA, EBS, ROCAMORA, OLSEN and KREBS have continued to represent

themselves as representatives and/or affiliates of TDS, thereby infringing the trademarks and

service marks of TDS; having continued to sell financial services to TDS clients without paying

10% of the gross revenue generated; have utilized a rubber signature stamps created without

authorization or approval to execute certain compliance documents that only TDS was

authorized to execute and have undertaken certain conduct to disparage TDS and interfere with

its clients which includes, among other things, the following:

(a) advising TDS clients, specifically School Districts, County Offices

of Education and Community Colleges, that TDS was in severe financial trouble,

that checks were being returned NSF from the common remitting TDS provided,

that one of the TDS principals (Alonzo Wickers) had regulatory compliance

problems, and that TDS was going out of business;

(b) advising TDS clients, specifically Public Schools, County Offices

of Education and Community Colleges, that they should move their Plan

Administration business from TDS to National Benefit Services that defendants

would become affiliated with;

(c) contacted TDS clients, specifically school employees in various

School Districts, who were already in 457 plans and resold and/or contracted

them to 403(b) plans, which provided no benefit to the school employees but

allowed the defendants to earn a new commission (which is considered illegal

churning), and redirect the client from TDS;

(d) the defendants, acting as agents for each of them as part of and in

furtherance of the conspiracy, made the foregoing statements to the following

clients that I spoke or met with;


1 (1) On June 23, 2009,1 met with Linda Dempsey, Chief

2 Business Officer (CBO) of Monrovia Unified School District and was told by her

3 that Defendant KREBS told her that TDS was changing Plan Administrators and

4 left brochures for NBS, as the new Plan Administrator;

5 (2) On June 23,2009, I met with Ken Prosser, Assistant

6 Superintendent of Fiscal Services and with Tom Etchart, Director of Finance for

7 the Ventura County Office of Education and was told that defendant KREBS had

8 given a presentation to the School District representatives stating that TDS was

9 going with a new Plan Administrator, NBS;

10 (3) On June 29, 2009, I met with Margie Gustafson, County

11 Office of Education (COE) for San Mateo, who stated that defendant OLSEN

12 came to meet her under the auspices of representing TDS (and presented a TDS

13 business card), and stated that TDS was going to a new Plan Administrator, NBS,

14 and left her brochure for NBS;

15 (4) On June 24, 2009,1 also met with several representatives of

16 Union Unified School District, specifically Nimrat Johnal (Santa Clara County

17 COE), Nan Wijcik (CBO), Rita Sohal, Serena Glancy and Linda Rode (Payroll

18 Department of Union USD) to discuss their concerns over the rumors they heard

19 from defendants IRA, OLSEN, ROCAMORA and EBS that TDS had certain

20 financial problems which included, among other things, common remitting checks

21 being returned for non-sufficient funds (NSF), regulatory compliance audit

22 problems and were confused as to who to deal with on plan compliance, since the

23 defendants had directed them to deal with the local San Jose office directly;

24 (5) On June 30, 2009,. I spoke with Rhonda Wang, Assistant

25 Comptroller of Foothill De Anza Community College District, and was told that

26 she heard from representatives of defendant IRA that TDS was in financial

27 distress;

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1 (6) On July 1, 2009,. I met with Chris Jew, Assistant

2 Supervisor of Business Services for Oak Grove Elementary School District and

3 was told that defendant IRA's representatives stated that TDS was having

4 financial difficulties and that checks were being returned NSF from the common

5 remitter account;

6 (7) On July 1,2009,. I met with Joanne Chin of Franklin

7 McKinley Unified School District and was told that she had heard of the financial

8 rumors and was told by a representative of defendant IRA, BBS, OLSEN and

9 ROCAMORA, that all compliance for Plan Administration should be sent to

10 defendant's local office rather than to TDS' corporate office;

11 (8) On July 1, 2009,1 also met with Jim Luyau, Assistant

12 Supervisor of Business Services for the Santa Clara Unified School District, who

13 advised that Doris Luang, a TDS representative of defendant IRA, OLSEN,

14 ROCAMORA and EBS stated that TDS was having financial difficulties and that

15 they should deal directly with the local San Jose office;

16 (9) On July 1, 2009,. I also met with Tina Tsu, Director of

17 Fiscal Services for Berryessa Union School District, who stated that she had

18 recent phone calls from defendant IRA's representative that advised TDS was

19 having financial trouble and was having checks returned from the common

20 remitter account for NSF;

21 (10) On July 1, 2009,1 also met with Julie Swanson (CBO) for

22 Cambrian Elementary School District, who stated that she had heard from

23 defendant IRA's representatives that TDS had fiscal problems, and was having

24 vendor checks returned NSF from the common remitter account and was having

25 vendor checks returned NSF from the common remitter account;

26 (11) On July 1,2009,1 also met with Alejandra San Miguel,

27 Human Resources for Campbell Union Elementary School District, who stated

28 that defendant OLSEN on behalf of defendants IRA and EBS previously came to


1 her office and advised that all plan compliance had to be done at the local San

2 Jose office and provided return envelopes that reflected the same, which caused

3 her confusion as to who to direct the plan compliance to;

4 (12) On July 7, 2009,1 met with Cathy Grovenberg, Assistant

5 Supervisor of Business Services for Santa Clara (COE) who stated that

6 representatives of defendant IRA had told her that IDS was in financial trouble,

7 that vendor checks were being returned NSF from the common remitter account

8 and that it was under audit and relayed that there was a rift created between the

9 local San Jose office and the corporate office;

10 (13) On July 9,2009,1 and three other representatives of IDS

11 attended a Multiple District County meeting in Santa Clara, that was attended by

12 over 30 representatives throughout the county that was called by Nimrat Johnal,

13 to discuss the rumors spread by the defendants, specifically defendants IRA,

14 ROCAMORA, OLSEN, BBS and KREBS, that TDS had financial problems, that

15 it had vendor checks returned NSF from its common remitter account, that it had

16 regulatory and compliance problems and TDS had done illegal activities;

17 (14) On July 9,2009,1 spoke with Julie McCarthy a

18 representative from the Brisbane School District who advised that she had

19 received a telephone call from defendant OLSEN on July 8, 2009, during which

20 she requested to meet to discuss moving the School District to another Plan

21 Administrator because of the financial troubles TDS was having. Ms. McCarthy

22 stated that she was unaware of any problems TDS was having until she received

23 the phone call from defendant OLSEN.

24 (15) On July 17, 2009,1 spoke with Ann Jones (CBO) of the

25 San Jose Unified School District who stated that representatives from defendant

26 IRA had advised that TDS had regulatory compliance issues and was being

27 audited, had financial troubles which included checks returned NSF;

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nDECLARATION OF DOUGLAS HOLT

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(16) On July 17, 2009,1 met with Jerry Kerr, Assistant

Supervisor of Business for Eastside Union High School District and Vida

Branner-Sidess and Jill Kaufman (representatives of East Side Union HSD), who

attended the Santa Clara COE meeting on July 7, 2009 and wanted further

confirmation concerning the rumors raised regarding TDS' financial troubles;

(17) On July 17,2009,1 met with Margie Gustafson (COE) of

San Mateo and approximately 30 other representatives and CBO's of the district

to discuss the rumors they heard from the representatives of defendants IRA,

OLSEN and ROCAMORA regarding TDS' financial and regulatory problems and

whether TDS had returned vendor checks.

(18) On July 17, 2009,1 spoke with Vicky Rinehart,

Superintendent of Knightsen School District, who stated that TDS had financial

and regulatory audit issues that she had heard from representatives of defendants

IRA, OLSEN and ROCAMORA.

(19) On July 17, 2009,1 spoke with Nancy Anderson, Director,

Moreno Valley Unified School District who stated that she had heard from

representatives of defendants IRA, OLSEN, ROCAMORA and KREBS that TDS

was having financial difficulties and that defendant KREBS had told her vendor

checks were being returned NSF, that TDS was being audited by the SEC and Mr.

Wickers had failed a compliance audit; She thereafter contacted several other

districts and was told the information was inaccurate;

15. All of the foregoing representations made by defendants were and are false and

were made with the intent to disparage and harm its reputation and to cause economic harm to

TDS.

16. As a result of defendants' conduct, over the past several weeks our office has

responded to over 25 calls per week of inquiries made by our customers as to the rumors they

had heard regarding TDS' financial problems and matters as set forth above which originated

from the defendants.


17. In the last several weeks TDS has received 12 written termination notices from

School Districts, Schools and Municipalities. True and correct copies of these letters are

attached hereto as Exhibit "P". The anticipated loss of revenue from these clients is

approximately $346,000 over the next five years. In comparison, over the last three years TDS

lost only one customer which was due to anew school administrator bringing in a plan

administrator it had a previous relationship with.

18. Additionally, the defendants have started to go to the teachers redirecting their

investments from TDS. By way of example in Santa Clara County, TDS suffered $40,000 in

redirecting of employee investments. This diversion provides no benefit to the employee and

only commissions to the sales agent and is therefore considered illegal churning. Unless

defendants' conduct is immediately stopped, the defendants' statement that TDS will go out of

business will become a reality and it will face the potential loss of millions of dollars.


foregoing is true and correct. Executed this 17th day of August, 2009 at dityu

California.

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16JGLAS HOLT

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EXHIBIT B

of2

From: Al Wickers

To: Jessica McCliss

Cc:

Subject: FW: Cambrian Elementary School District

Attachments:

Sent: Thu 6/25/2009 2:40 PM

From: Jared Sowards [mailto:[email protected]]Sent: Thu 1/29/2009 2:31 PMTo: Al Wickers; 'Alonzo B Wickers'Subject: Cambrian Elementary School District

Al,

There seems to be some communication problems with the IDS account manager and the district. I just spoke with VirginiaCasanovas at the district and I think you need to speak with her ASAP. She just told me that Becky Olsen from the IRA Center wentin there last week and acknowledged that they are a separate company and that if TDS isn't doing a good job, that she or theywould be able to help her find a new plan administrator. Please give me a call I have more to share.

Jared Sowards

Insurance license #0057144

TDS Group

Financial Network Investment Corporation* Member SIPC

1289 S. Park Victoria Dr. Suite 201

Milpitas CA, 95035

408-623-5548 office

408-957-0663 fax

www.tdsgroup.org

Confidentiality Notice: This email transmission and its attachments, if any, are confidential and intended only for the use ofparticular persons and entities. They may also be work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient(s) shall not be deemed to waive any privilege. Review,

http://mail.tdsgroup.org/exchange/dougholt/Inbox/Two%20Emails%20FWD%20From%2... 7/25/2009

EXHIBIT C

of 1

Doug Holt

From:

To:

Cc:

Subject:

Attachments:

Al Wickers

Jessica McCliss

FW: Conflict of interest.

Sent: Thu 6/25/2009 2:40 PM

From: jared sowards [mailto:[email protected]]Sent: Thu 2/19/2009 10:10 AMTo: Al WickersSubject: Conflict of interest.

Al,

I just got work from one of the IRA Center reps, Mostafa Reeza, that in their last meeting Rocky told the reps they are moving allthe districts to a new TPA. They have already or are in the process of switching over one. He said that TDS will be out of business inthe next 3-4 months and not to worry that they found a TPA out of Florida that they will be using. I don't know if he's trying todivide n conquere and convince the reps to follow him or what but I thought you should know.

Jared

http://mail.tdsgroup.org/exchange/dougholt/Inbox/Two%20Emails%20FWD%20From%2... 7/25/2009

EXHIBIT D

March 18,2009

Gina M. DuryeaBAR Financial9700 Business Park Drive, Suite 102Sacramento. CA 95827-1717

Re: Agreement & Acknowledgement of Actions

Dear Gina-

It is with much anticipation that we look forward to working with BAR Financial to builda mutually beneficial partnership and to expand upon the relationships we have alreadyestablished. We are certain you will find in Great American Plan Administrators anorganization that is committed to providing service to both you and your clients that issecond to none. To that end GA Plan agrees and acknowledges that it will take thefollowing actions.

457 Plan Exclusivity & Product SolicitationGA Plan acknowledges those employers with whom BAR Financial has or obtainsexclusive product solicitation rights to the employers 457 Plan. Furthermore, GAFRIagrees not to incorporate other Great American Financial Resources (GAFRI)Independent Distribution Partners not licensed under BAR Financial hierarchy into the457 Plan without the express written consent of BAR Financial. There may be instanceswhere BAR Financial, GAFRI, or another distribution partner of GAFRI, all has a 403 (b)slot with the same employer. In those occurrences, GA Plan commits to keeping thoseslots separated by ownership.

Thank you for giving GA Plan the opportunity to serve you and your clients. We lookforward to building upon our relationship for many years to come.

Sincerely,

Lana K. WoodringSenior Vice PresidentGreat American Plan Administrators. Inc.

Cc: Mat DutkiewiczPete TitoneKevin Hensley

of2

^Attachments can contain viruses that may harm your computer. Attachments may not display correctly.

Doug Holt

From: Bill Krebs Sent: Wed 6/24/20091:47 PM

To: Jessica McClissCc:

Subject: FW: Acknowledgment Letters

Attachments: J BAR Financial Acknowledgement Letter.doc(24KB)

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsQroup. orghttp://www. tdsqroup. orqOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential and intended only for the use of particularpersons and entities. They may also be work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient's) shall not be deemed to waive any privilege.Review, distribution, storage, transmittal or other use of the email and any attachment by an unintendedrecipient is expressly prohibited. If you are not the named addressee (or its agent) or this email has beenaddressed to you in error, please immediately notify the sender by reply email and permanently delete theemail and its attachments.

From: Hensley, Kevin [mailto:[email protected]]Sent: Mon 5/4/2009 8:29 AMTo: Bill KrebsSubject: Acknowledgment Letters

Bill,

It was a pleasure speaking with you again. Attached is the letter we spoke about; please letme know if you have any questions.

Kevin

http://mail.tdsgroup.org/exchange/dougholt/Inbox/Email%20Set%204%20-%20Part%203.... 7/25/2009

EXHIBIT E

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i, Attachments can contain viruses that may harm your computer. Attachments may not display correctly.Doug Holt

From: Bill Krebs Sent: Wed 6/24/2009 2:44 PM

To: Jessica McClissCc:

Subject: FW: Visalia Retirement by Design

Attachments: \ Retirement By Design Visaha.doc(55KB)

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsQroup. orghtrp://wvw,: tdsgroup. orgOffice (800) 975-6555 xl02Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential and intended only for the use of particularpersons and entities. They may also be work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient's) shall not be deemed to waive any privilege.Review, distribution, storage, transmittal or other use of the email and any attachment by an unintended recipient isexpressly prohibited. If you are not the named addressee (or its agent) or this email has been addressed to you inerror, please immediately notify the sender by reply email and permanently delete the email and its attachments.

From: Jennifer BerrySent: Fri 4/10/2009 3:07 PMTo: Bill KrebsSubject: Visalia Retirement by Design

I'm re-formatting the Retirement by Design, so far, I've fixed the link directions, including how to get to the financialcalculator through the STRS website (since the TDS site no longer offers one)

Should we add a blurb about TPA services through our office, such as the transfers/loans/etc?

Thank you,Jennifer BerryOffice Manager, The TDS GroupFinancial Network Investment Corporation, member SIPCOffice - (800) 975-6555 ext 113 Fax - (805) 882-0098

Confidentiality Notice: This email transmission and its attachments, if any, are confidential and intended only for theuse of particular persons and entities. They may also be work product and/or protected by the attorney-clientprivilege or other privileges. Delivery to someone other than the intended recipient(s) shall not be deemed to waiveany privilege. Review, distribution, storage, transmittal, or other use of the email and any attachment by anunintended recipient is expressly prohibited If you are not the named addressee (or its agent) or this email has beenaddressed to you in error, please immediately notify the sender by reply email and permanently delete the email andits attachments.


Frequently Asked Questions

IED SCHOOLDISTRICT

Q. How do I locate the 403b vendors offered through thedistrict?A. Go to www.tdsgroup.org* Click on QuickLinks* Click on 403b COMPARE. In the left hand column,

select BROWSE VENDORS, then select ALL.(You can retrieve financial information about the vendors.)

Q. How do I get the districts' Salary Reduction Agreement Forms?A. Go to www.tdsgroup.org

<» Click on QuickLinks<* Under the "Forms" column, choose the applicable salary reduction form.

Q. What if I want a financial calculator to explore various options?A. Go to www.calstrs.com

* On the left column, under the TOOLS heading, click on CALCULATORS(There are several available calculators for you to choose.)

For More Information: www.tdsgroup.orgTo Schedule an Appointment: 805.965.4774

2009 Retirement Plan Limits

403(b)0/? Roth403(b)

$16,500 OK $16,500 Individual Limits

$5,500 OR $5,500 Age 50 Catch up Provision*

$3,000 OR $3,000 15 Year Catch up Provision*

N/A 457 Catch-up

$25,000 Maximum Contribution Limits $33,000

Total $58,000

* Please soeak with a financial consultant or tax professional Drior to utilizing catch-uo

457(b)

$16,500

$5,500

N/A

$16,500

Securities and Investment Advisory Services are offered with and through Financial Network Investment Corporation (FNIC),Member of FINRA & SIPC. OSJ Office: 117 W. Gutierrez St., Santa Barbara, CA-(805) 965-4774. IDS and FNIC are not

r\r DCDQ

EXHIBIT F

April 10, 2009

Dear Employee:

You may have heard that the new IRS 403(b) regulations took effect on January 1st, 2009. These new

regulations, the first of their kind in 40 years, have changed the way districts manage 403(b) plans for their

employees. For example, your employer now has a written document that provides a summary of its 403(b)

plan and identifies the approved list of vendors, eligibility rules, contribution limits, loan rules and limits, and

distribution and withdrawal guidelines.

What does this mean to you?

• Some vendors have discontinued their 403(b) programs. If your investment provider is no longer an approvedvendor, research your other investment options, including fees and charges of the other companies on theapproved list

• If you are not making contributions, be informed about the plan features and options to make an informeddecision whenever you decide to participate in the future.

• If you are planning to take advantage of your 403(b) plan's features such as a loan or hardship withdrawals,check with your plan administrator to find out when these are available under the new plan. Expect delaysin the processing of these transactions; employers, plan administrators and investment providers are stillsorting out the logistics of the new regulations.

If you have questions regarding the impact of the new 403(b) regulations to your specific situation, please

contact our Plan Administrator, The TDS Group at (800) 975-6555, or simply fill out the attached form

and return in the postage-paid reply envelope.

Sincerely,

Assistant Superintendent- Business Services

EXHIBIT G

TT _ , .. .. . . . . CLICK IU ENLAKtot n 1 r"»TT Rarl^ t-hen ^ho nn,,arnmon»- rt.rt r,ol- ™rr,o FagC 1 01 2

Doug Holt


To: Jessica McCliss

Cc:

Subject: FW: New Time Proposed: conf call re: ING common remitting/plan admin business

Attachments:

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsgroup. omhttp://www. tdsQroup, orcjOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Anthony Tarantino [mailto:[email protected]]Sent: Thu 4/23/2009 2:12 PMTo: [email protected]; John Brackett; Bill KrebsSubject: RE: New Time Proposed: conf call re: ING common remitting/plan admin business

OK we will do the call at 5:00 Pacific time

1-866-390-5250; passcode 3059112*

Anthony Tarantino, PartnerBAR Financial, LLCRaising the BAR of Excellence to Serve You Better

From: Rocky Rocamora [mailto:[email protected]]Sent: Thursday, April 23, 2009 2:12 PMTo: Anthony Tarantino

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20New... 7/25/2009

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Subject: RE: New Time Proposed: conf call re: ING common remitting/plan admin business

Ok

Rocky

Original AppointmentFrom: Anthony Tarantino rmaiito:[email protected]]Sent: Thursday, April 23, 2009 7:16 AMTo: JOHN BRACKETT; Rene Rocamora; Bill Krebs; Lois Shaw; [email protected]: New Time Proposed: conf call re: ING common remitting/plan admin businessWhen: Thursday, April 23, 2009 4:00 PM-5:00 PM (GMT-08:00) Pacific Time (US & Canada).Where: 1-866-390-5250; passcode 3059112; host only: 2864 [Anthony is hose]

Bill and Rocky

Can we change the time to either 4:30 West coast or 5:00 West coast? John doesn't land until after 4:00 Pacific

New Meeting Time Proposed:

Thursday, April 23, 2009 8:00 PM-9:00 PM (GMT-05'00) Eastern Time (US & Canada).

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20New... 7/25/2009

so rapidly and fully to the banking system's

Doug HoltFrom: Bill Krebs on behalf of Anthony Tarantino Sent:Required: Jessica McClissOptional:Resources:Subject: FW: Current Issues - IDS - TPALocation: Conference CallWhen: Monday, May 04, 2009 1:15 PM-1:45 PMAttachments:

-' Reminder: 15 minutes

Wed 6/24/2009 1:39 PM

—Original Appointment—Organizer: Anthony Tarantino rmaiito:[email protected]: Mon 5/4/2009 12:27 PMRequired: [email protected]; [email protected]; John Brackett; Eric Huck; GinaDuryeaSubject: Current Issues - IDS - TPAWhen: Monday, May 04, 2009 1:15 PM-1:45 PMLocation: Conference Call

1-866-390-5250Code 1035466*

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20Curr... 7/25/2009

EXHIBIT H

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Doug Holt

From:

To:

Cc:

Subject:

Bill Krebs

Jessica McCliss

FW: Saldebar & Mays

Sent: Wed 6/24/2009 4:37 PM

Attachments:

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsgroup. orgh ftp://www. tdsgroup. orqOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101


From: Bill KrebsSent: Mon 5/4/2009 8:18 AMTo: Anthony TarantinoSubject: RE: Saldebar & Mays

Dear Anthony:

Today or Thursday are best...

Anytime, today except for 9-10 AM West Coast We're doing conference call with reps andintroduction of Casey Cason.

I am going to attach a seperate email re: this last week's recent correspondence between our SB office and Corp....it's insightful ofthe drama.

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPC

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20Sald... 7/25/2009

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8illK@tdsQroup. orghttp://www. tdsQroup. orgOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Anthony Tarantino [mailto:[email protected]]Sent: Mon 5/4/2009 6:37 AMTo: [email protected]: FW: Saldebar & Mays

Bill

A couple of things we need to address

1) Al Wickers - TPA status

2) Recent complaints

3) Attached are reports showing commissions owed to Pension Planners BAR owns those companies and needs to be repaid.

What time(s) do you have available this week I would like the first part of the call to discuss IDS along with Rocky I would like the 2nd part todiscuss items 2 and 3

Anthony Tarantino, Partner

BAR Financial, LLC

Raising- the BAR of Excellence to Serve You Better

From: Debbie HardingSent: Tuesday, April 28, 2009 12:29 PMTo: Anthony TarantinoSubject: Saldebar & Mays

Attached are the commission statements from Pacific Life and AUL which show the chargeback's.

Saldebar's current balance due is $3465.92

May's current balance due is $1587.63

Let me know if you need anything else. «Saldebar-PacLife Chargeback.pdf» «Mays-AUL chargeback.pdf»


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Debbie Harding

Office Manager/Executive VP Assistant

BAR Financial, LLC

Please note my new email address: [email protected]

9700 Business Park Dr., Ste 102

Sacramento, CA 95827

(916) 362-4107 Ext. 106

(916) 362-7706 Fax

'Securities offered through Financial Network, member SIPC. BAR Financial and Financial Network are notaffiliated.

Confidentiality Notice: This email transmission and its attachments, if any, are confidential and intended only for the use of particular persons andentities They may also be work product and/or protected by the attorney-client privilege or other privileges Delivery to someone other than theintended recipient(s) shall not be deemed to waive any privilege Review, distribution, storage, transmittal or other use of the email and anyattachment by an unintended recipient is expressly prohibited. If you are not the named addressee (or its agent) or this email has been addressed toyou in error, please immediately notify the sender by reply email and permanently delete the email and its attachments "


Jessica McCliss

From: Bill KrebsSent: Wednesday, June 24, 2009 1:11 PMTo: Jessica McClissSubject: FW. Meeting with Paul/NBS

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillKuf'idssroitp.orshup, //www. tdsgroup orsOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential and intended only for the use of particular persons and entities.They may also be work product and/or protected by the attorney-client privilege or other privileges. Delivery to someone other thanthe intended recipient's) shall not be deemed to waive any privilege. Review, distribution, storage, transmittal or other use of the emailand any attachment by an unintended recipient is expressly prohibited. If you are not the named addressee (or its agent) or this emailhas been addressed to you in error, please immediately notify the sender by reply email and permanently delete the email and itsattachments.

From: Jennifer BerrySent: Wed 5/13/2009 2:56 PMTo: Bill KrebsSubject: Meeting with Paul/NBS

You're set up to use the Pacific Club, which is one mile away from the airport. Address and directions are in your redtail,and the letter of introduction has been faxed over.

Thank you,Jennifer BerryOffice Manager, The TDS GroupFinancial Network Investment Corporation, member SIPCOffice - (800) 975-6555 ext. 113 Fax - (805) 882-0098

Confidentiality Notice: This email transmission and its attachments, if any, are confidential and intended only for the use ofparticular persons and entities. They may also be work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient(s) shall not be deemed to waive any privilege. Review,distribution, storage, transmittal, or other use of the email and any attachment by an unintended recipient is expresslyprohibited. If you are not the named addressee (or its agent) or this email has been addressed to you in error, pleaseimmediately notify the sender by reply email and permanently delete the email and its attachments

of4

Doug Holt

From:

To:Cc:Subject:

Attachments:

Bill Krebs

Jessica McCliss

FW: meeting time & location

Sent: Wed 6/24/2009 11:29 AM

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBil!K@tdsqroup. omhttp://www. tdsgroup. orgOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Rocky RocamoraSent: Sun 5/31/2009 3:26 PMTo: Bill KrebsSubject: RE: meeting time & location

Sure, just let me know.

From: Bill Krebs [mailto:[email protected]]Sent: Sunday, May 31, 2009 3:08 PMTo: Rocky RocamoraSubject: RE: meeting time & location

I would like to meet with you the week of the 8th sometime.

I'll call you on Monday.

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/FW:%20Email%20Request.EML/FW:... 7/13/2009

of4

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member [email protected].'//www.cdsqroup.orqOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101


—Original Message—From: Rocky RocamoraSent: Sun 5/31/2009 2:51 PMTo: Bill KrebsSubject: RE: meeting time & location

Ok, whatever works is fine with me. We can meet for early breakfast and thenpick him up.

Rocky

From: Bill Krebs fmailto:[email protected]: Sunday, May 31, 2009 7:22 AMTo: Rocky RocamoraSubject: RE: meeting time & location

Yes, he lands at 9:45 am . It might look best if we both pick him up. Iplan on driving up.


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Respectfully,


<_rnaiito:[email protected]> [email protected]

<http://mail.tdsgroup.org/exchweb/bin/redir.asp?URL=http://mail.tdsgroup.org/excnweb/bin/redir.asp?URL=http://www.tdsqroup.orq/> http://www,tdsqroup.org

Office (800)975-6555x102Cell (805) 886-5664

Fax (805) 882-0098

117 W. Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential andintended only for the use of particular persons and entities. They may alsobe work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient's) shallnot be deemed to waive any privilege. Review, distribution, storage,transmittal or other use of the email and any attachment by an unintendedrecipient is expressly prohibited. If you are not the named addressee (orits agent) or this email has been addressed to you in error, pleaseimmediately notify the sender by reply email and permanently delete theemail and its attachments.

From: Rocky RocamoraSent: Sat 5/30/2009 5:16 PMTo: Bill KrebsSubject: RE: meeting time & location

Great. Is Paul flying to San Jose? I can certainly pick him up.

Let me know what else can I do on my end.


of4

Rocky

From: Bill Krebs frnaiito:[email protected]]Sent: Saturday, May 30, 2009 8:15 AMTo: Rocky RocamoraCc: [email protected]: meeting time & location

Dear Rocky:

We are now scheduled to meet with John and Paul Lovell this upcoming June19th at your office @ 11:00 AM. I will make arrangements to pick upPaul at the airport. In speaking with Paul, we agreed to put togather anagenda so as to keep on track of our mutual objectives. I will work on thisover the weekend and run it by you for your input.

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member [email protected]://www.tdsgroup.orq <http://www.tdsgroup.org/>Office (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential andintended only for the use of particular persons and entities. They may alsobe work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient's) shallnot be deemed to waive any privilege. Review, distribution, storage,transmittal or other use of the email and any attachment by an unintendedrecipient is expressly prohibited. If you are not the named addressee (orits agent) or this email has been addressed to you in error, pleaseimmediately notify the sender by reply email and permanently delete theemail and its attachments.


Jessica McCliss

From: Bill KrebsSent: Wednesday, June 24, 2009 1:23 PMTo: Jessica McClissSubject: FW. Current Issues - TDS - TPA

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK(q).tdsgroitp. orshttp://ww\v. tdssroup. orgOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential and intended only for the use of particularpersons and entities. They may also be work product and/or protected by the attorney-client privilege or otherprivileges. Delivery to someone other than the intended recipient's) shall not be deemed to waive any privilege.Review, distribution, storage, transmittal or other use of the email and any attachment by an unintendedrecipient is expressly prohibited. If you are not the named addressee (or its agent) or this email has beenaddressed to you in error, please immediately notify the sender by reply email and permanently delete the emailand its attachments.

From: Anthony Tarantino [mailto:[email protected]]Sent: Mon 5/11/2009 5:20 AMTo: Bill KrebsCc: John BrackettSubject: RE: Current Issues - TDS - TPA

Bill

I will not be there but John Brackett will. John will telephone you and set up some times to meet and discuss latestissues. By the way, how are you doing with the fires? Is your home threatened?

BAR Financial, LLCRaising the BAR of Excellence to Serve You Better

From: Bill Krebs [mailto:[email protected]]Sent: Saturday, May 09, 2009 5:22 PMTo: Anthony TarantinoSubject: RE: Current Issues - TDS - TPA

Anthony:

I will be in SF this next week. I am scheduling time to meet with Rocky. He has cleared his schedule thisnext week to meet. Will you be in SF this next week? We may have some breakthrough on alternative TPAsources...All three are long term, top shelf entities, without the drama.

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBi//K(q),tdssroup. ors.http.//ww\v tdsgroup oreOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Anthony Tarantino [mailto:[email protected]]Sent: Mon 5/4/2009 12:27 PMTo: [email protected]; [email protected]; John Brackett; Eric Huck; Gina DuryeaSubject: Current Issues - TDS - TPA

When: Monday, May 04, 2009 4:15 PM-4:45 PM (GMT-05:00) Eastern Time (US & Canada).

Where: Conference Call

1-866-390-5250

Code 1035466#

of3

Doug Holt

From: Bill Krebs Sent: Wed 6/24/20091:11 PMTo: Jessica McClissCc:Subject: FW: locationAttachments:

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsqroup. orghttp://www. tdsQroup.omOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101


From: Gina Duryea [mailto:[email protected]]Sent: Wed 5/13/2009 1:26 PMTo: Rocky RocamoraCc: Bill KrebsSubject: RE: location

Ok, you both answered 2 different things, I think?'?? please advise

Sincerely,

Gina Duryea

Executive Vice President

Registered Principal*

Insurance license #0804826

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%201ocat... 7/25/2009

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FAX 916 362 7706 Toll Free 800 722.2999 916.362 4107

vVW"V barfinancig! net

9700 Business Park Drive Suite 102

Sacramento, CA 95827

*Secunties offered through Financial Network Investment Corporation, member SIPC BAR Financial andFinancial Network are not affiliated

Confidentiality Notice: This email transmission and its attachments, if any, are confidential andintended only for the use of particular persons and entities. They may also be work product and/orprotected by the attorney-client privilege or other privileges. Delivery to someone other than theintended recipient(s) shall not be deemed to waive any privilege. Review, distribution, storage,transmittal or other use of the email and any attachment by an unintended recipient is expresslyprohibited. If you are not the named addressee (or its agent) or this email has been addressed toyou in error, please immediately notify the sender by reply email and permanently delete the emailand its attachments."

From: Rocky Rocamora [mailto:[email protected]]Sent: Wednesday, May 13, 2009 1:10 PMTo: Gina DuryeaSubject: RE: location

Marriot Hotel in Walnut Creek

Rocky

From: Gina Duryea [mailto:[email protected]]Sent: Wednesday, May 13, 2009 12:18 PMTo: William L. Krebs; Rene Q. RocamoraSubject: location

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EXHIBIT I

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To: Jessica McCliss

Cc:

Subject: FW: meeting time & location

Attachments:

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBitlK@tdsqroup. orgh ftp;//www. tdsQrouo. oroOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Bill KrebsSent: Sat 5/30/2009 8:14 AMTo: Rocky RocamoraCc: [email protected]: meeting time & location

Dear Rocky:

We are now scheduled to meet with John and Paul Lovell this upcoming June 19th at your office @ 11:00 AM.I will make arrangements to pick upPaul at the airport. In speaking with Paul, we agreed to put together an agenda so as to keep on track of ourmutual objectives. I will work on thisover the weekend and run it by you for your input.

Respectfully,

William L. KrebsRegional Manager

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20meet... 7/25/2009

Jessica McCliss

From: Bill KrebsSent: Wednesday, June 24, 2009 1 • 10 PMTo: Jessica McClissSubject: FW: urgent

Importance: High

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK(a),tcls2:roi<p orshttp://www. tdsgroup. orgOffice (800) 975-6555 x!02Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Gina Duryea [mailto:[email protected]]Sent: Thu 5/14/2009 9:21 AMTo: Bill KrebsSubject: urgent

Need the time ASAP please.

Sincerely,

Gma DuryeaExecutive Vice PresidentRegistered Principal*Insurance license #0804826FAX 916.362 7706 Toll Free 800 722.2999 916.362.4107www.barfmancial.net9700 Business Park Drive Suite 102Sacramento, CA 95827*Secunties offered through Financial Network Investment Corporation, member SIPC. BAR Financial and FinancialNetwork are not affiliated.

Confidentiality Notice: This email transmission and its attachments, if any, are confidential and intendedonly for the use of particular persons and entities. They may also be work product and/or protected by theattorney-client privilege or other privileges. Delivery to someone other than the intended recipient(s) shallnot be deemed to waive any privilege. Review, distribution, storage, transmittal or other use of the emailand any attachment by an unintended recipient is expressly prohibited. If you are not the named addressee(or its agent) or this email has been addressed to you in error, please immediately notify the sender by replyemail and permanently delete the email and its attachments."

From: Bill Krebs [mailto:[email protected]]Sent: Wednesday, May 13, 2009 1:13 PMTo: Gina DuryeaCc: Louis BarraganSubject: Meeting Location

Hello Gina,

Testaurant reservations are set for this Thursday @ Hariss Restaurant for a party of 7. The restaurant is locatedat 2100 Van Ness Avenue (at Pacific). Hope this helps, call me on my cell with any issues.

Respectfully,


orghttp.//www tdsgrcntp oreOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93 101


EXHIBIT J

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reply email and permanently delete the email and its attachments.

—Original Message—From: Rocky RocamoraSent: Fri 5/15/2009 8:40 PMTo: Bill KrebsSubject: Santa Clara COE presentation

Hi Bill,

As promised, attached is the rough draft of the presentation we did today atthe COE 403b workshop.

Feel free to add, delete or change as you wish. Any feedback to make itbetter would be appreciated.

Best,

Rocky Rocamora

Regional Branch Manager

CA Insurance License OE02855

IDS - Bay Area Region

Phone: (866) 474-1144Fax: (408) 904-7367

<ma''[email protected]> [email protected]

This message is intended for the recipient only and is not meant to beforwarded or distributed in any other format. This communication is forinformational purposes only. It is not intended as an offer or solicitationfor the purchase or sale of any financial instrument, or security, or as anofficial confirmation of any transaction. Financial Network InvestmentCorporation does not accept purchase or redemption of securities,instructions, or authorizations that are sent via e-mail. All market prices,data and other information are not warranted as to completeness or accuracyand are subject to change without notice. Securities Offered Through:Financial Network Investment Corporation 14388 Union Avenue, San Jose, CA(408) 978-1000. Member FINRA & SIPC.


403(6) Plan- 5LO

7/P5/2009

In 2004 IRS proposed new rules regardingadministration of 403(6) plans

Requires Written Plan Document

Requires Employer or Plan SponsorAccountability

In-house 403(0) administrator or Third PartyAdministrator

I Fast forward-January 1,2009

New regulations effective 01/01/09

•Written Plan Document

Requirement extended to 12/31/09

•Even if no written plan document is

in place by 01/01/09, plan must act

as if a Plan Document is in place

•If written Plan Document is in place

after 01/01/09, must be dated

retroactively to 01/01/09

'•Withdra waf s/Distrib'ui ft'

7/95/2009

7/95/2009

1 2QGg Contribution Limits

Special additional catch-up requires

employee to be with the same

employerfor 15 years

Pre-tax 403(6) contributions and

After-tax Roth 403(6) contributions

are combined m determining the

annual contribution limit

-- /$16,500- ],- ;

$3,009 '. '

4

7/?5/?009

I Investment Providers

Must be on the Approved List asstated in the Plan Document m orderto accept contributions

In California, must be

registered with the state

4O3bcompare com website

i ax-free Plan to Plan i ransfers

•Plan to plan transfers must be donedirectly from one vendor toanother

•Only permrtted if the transferring 403(6)plan and the receiving 403(6) plan permrt

such transfers

•Receiving vendor must be an approvedvendor in the receiving 403(6) plan

•A transfer or exchange is Not a

Distribution

Plan Administrator Approval Required

jrWOTYPES OFTOANSFERS

I Tax-free Exchanges

•An exchange is simply the movement ofall or some port ion of a 403(6) account

held from one vendorto another vendor

in the employer's plan

•Receiving vendor must be an approved

vendor or has signed an Information

Sharing Agreement


7/?5/?009

FaxaSiht of Distribution Rules

>Permanent disability-physician

recommendation required

>RMD-musttake distribution

otherwise hefty tax penalty

>Normal distribution - separated

from service and you reached age 55

ORDINARY INCOME TAX APPLIES


•costs relating to the

. • and related educational fees and expenses• payments necessary to prevent from, or. _• .• - on a principal residence

• ... or . . expenses

• certain expenses for the repair of -. to the•.•iefnplQyee's:pnncipal residence.

I hranaai Hardship Withdrawals

>Must meet IRS guideline for approval

>Musttake maximum loan beforerequesting hardship withdrawal

>Must provide proper documentationto substantiate hardship

(Note If participant rs less than 59 Viandtakes hardship withdrawal, 10% «ariywithdrawal penalty plus ordinary incometax apply except for medical expenses inexcess of 7 5% of AG1 (adjusted grossincome))

Plan Administrator Approval RequiredIf hardship K taken, no contributions

allowed for six month*followingwithdrawal)

EXHIBIT K

of3

Doug Holt

From: Bill Krebs

To: Jessica McCliss

Cc:

Subject: FW: NBS/EBS collaboration

Attachments:

Sent: Wed 6/24/2009 10:32 AM

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBi/IK@tdsgroup. orgh ftp://www, tdsgroup, ortjOffice (800)975-6555x302Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101


From: Nathan Glassey [mailto:[email protected]]Sent: Mon 6/22/2009 12:07 PMTo: [email protected]: 'William Krebs1

Subject: RE: NBS/EBS collaboration

Rocky / Bill,

That should work fine.

When you get a chance, will you send me a more specific head count of the participating, or at least, eligible participants that areincluded within your respective districts.

Thank you,

http://mail.tdsgroup.Org/exchange/doughoMnbox/Email%20Set%201.EML/FW:%20NBS... 7/25/2009

of 3

Nathan Glassey, QKA

National Benefit Services, LLC

8523 S Redwood Road, West Jordan, UT 84088

(801) 532-4000, (800) 274-0503 x!27

fa\ (801) 823-2276 naihaiV-Kmnsbenenis com

For more information on our services select a category

Pension Plans Cafeteria Plans COBRA

The information contained in this electronic mail message is confidential information intended only for the use of the individual or entity namedabove, and may be privileged. If the reader of this message is not the intended recipient or the employee or agent responsible to deliver it to theintended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictty prohibited. If you havereceived this communication in error, please immediately notify us by telephone (800-274-0503), and delete the original message Thank you.

IRS Circular 230 Disclosure

To ensure compliance with the requirements imposed on us by IRS Circular 230 (31 C.F.R. 10.33 -10.37, et. seq.), we inform you that to the extentthis communication, including attachments, mentions any federal tax matter, it is not intended or written and cannot be used for the purpose ofavoiding Federal Tax penalties. In addition, this communication may not be used by anyone in promoting, marketing or recommending thetransaction or matter addressed herein. Anyone other than the recipient who reads this communication should seek the advice based on theirparticular circumstances from an independent tax advisor.

From: Rocky Rocamora [mailto:[email protected]]Sent: Monday, June 22, 2009 12:56 PMTo: Paul LovellCc: Nathan Glassey; 'William Krebs'Subject: NBS/EBS collaboration

Hi Paul & Nathan,

Thank you for taking the time to meet with us last Friday. It was indeed a pleasure to meet and discuss plan administration serviceswith you.

Attached is the image file of our logo. I think it is in Adobe Illustrator format. Please let me know if this will work to be embeddedwith some of the marketing materials.

Also, when you have the change please email us a copy of the three-way agreement we discussed last Friday.

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20NBS... 7/25/2009

of3

Looking forward to our future business partnership.

Best regards,

Rocky RocamoraEmployee Benefits Services & Advisors, Inc.Email: [email protected] 483 7210Fax: 408.904.7367

The information in this email message maybe privileged, confidential, and protected from disclosure. If youare not the intended recipient, any dissemination, distribution or copying is strictly prohibited. If you thinkthat you have received this email in error, please email the sender and delete all copies. Thank you.

IRS Circular 230 Disclosure: Recently adopted Internal Revenue Service regulations generally provide that,for the purpose of avoiding federal tax penalties, a taxpayer may rely only on formal written advice meetingspecific requirements. Any tax advice in this message (including any attachments) does not meet thoserequirements and is not intended or written to be used, and cannot be used, for the purpose of avoiding federaltax penalties or promoting, marketing or recommending to another party any transaction or matter addressedherein.

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20NBS... 7/25/2009

EXHIBIT L

Jessica McCliss

From: Bill KrebsSent: Wednesday, June 24, 2009 10.31 AMTo: Jessica McClissSubject: FW: question for you

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBiIIK(ciJtds£.roup.orxhup://www. idssroup orgOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101


From: Gina Duryea [mailto:[email protected]]Sent: Mon 6/22/2009 2:37 PMTo: Reed LloydCc: Bill KrebsSubject: question for you

Hey Reed

We have some changes going on that will affect the TPA systems we are using for 403b. We want to bring on anotheradministrator and they charge the vendor $2 per month per employee to send the money to Pac All the other vendorsare on the system, with few exceptions. Could we work out getting Pac on this? Our only other option for those districtsis to charge the employee and that may not fly well with them Any thoughts?

Sincerely,

Gina DuryeaExecutive Vice PresidentRegistered Principal*Insurance license #0804826FAX 916 362.7706 Toll Free 800.722.2999 916.362.4107www barfmancial net9700 Business Park Drive Suite 102

EXHIBIT

Jessica it/lcCliss

From: Bill KrebsSent: Wednesday, June 24, 2009 10:35 AMTo: Jessica McChssSubject: FW NBS New Plan Implementation GuideAttachments: 0-lmplementation Guide Cover Letter.pdf, 2-Employer Checklist.pdf; 3-lmplementation

timeline pdf; 4-NBS Plan Contact lnformation.pdf; 5-Plan Information Worksheets pdf, 6-File1 Formats pdf; 7-lnstructions for Money Transfer.pdf; 8-lnstructions for Secure Upload.pdf; 9-

Template - Cancelation of Old ISA.pdf, 10-Template - Letter to Participants - lnitial.pdf; 11-Template - Letter to Participants - Affected Vendor.pdf; 12-Template - Letter to Participants -Final.pdf; 1-Implementation Guide lndex.pdf; 12-Template - Letter to Participants - Fmal.pdf,13-Template - Universal Availabilty - Letter pdf; 14-Template - Universal Availabilty - Flier pdf,15-Good Faith Notice to Vendors pdf, 16-Sample Authorization Forms.pdf, 17-MAC 2009.pdf;18-SRA.pdf

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsgroup. orghttp://www. tdsaroup. orgOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W.Gutierrez StreetSanta Barbara, CA 93101

This email transmission and its attachments, if any, are confidential and intended only for the use of particular personsand entities. They may also be work product and/or protected by the attorney-client privilege or other privileges.Delivery to someone other than the intended recipient's) shall not be deemed to waive any privilege. Review,distribution, storage, transmittal or other use of the email and any attachment by an unintended recipient is expresslyprohibited. If you are not the named addressee (or its agent) or this email has been addressed to you in error, pleaseimmediately notify the sender by reply email and permanently delete the email and its attachments.

From: Evan Stephens [mailto:[email protected]]Sent: Fri 6/19/2009 4:50 PMTo: '[email protected]'; '[email protected]'; '[email protected]'Cc: Nathan GlasseySubject: NBS New Plan Implementation Guide

Nathan Glassey requested I send you copies of the generic files that comprise the NBS 403(b) Plan Implementation Guidefor "open vendor". Employer specific documents such as the plan document, SPD, contracts, etc. are also included in theGuide but are not attached at this time.

Evan Stephens, QKANational Benefit Services, LLC8523 S. Redwood Road, West Jordan, UT 84088(801) 532-4000, (800) 274-0503 ext. IllFax (801) 838-7305 [email protected]

Date

Employer NameAttn: Contact NameAddressCity, STZIP

RE: National Benefit Services 403(b) Plan Compliance and Administration Program Implementation

Dear Contact Name,

We are pleased to have been selected by Employer Name to be your 403(b) plan's Third Party Administrator andwe look forward to a successful relationship. The mission of National Benefit Services is to help employersprovide the finest benefits for their employees. Our goal in the coming weeks will be to implement the NBS403(b) Compliance and Administration program as smoothly as possible to help achieve that mission.

The NBS 403(b) Plan Compliance and Administration Program Implementation Guide are enclosed. TheGuide will serve a reference and a resource for you in the coming weeks.

As your New Business Coordinator, I would like to setup a conference call to discuss the implementation stepsand answer any questions you may have. If you have not done so already, please contact me to schedule a callat a convenient time for you.

403(b) New Business Coordinator Phone: 800-274-0503 ext. 127Email: [email protected] Fax: 801-823-2276

Again, we look forward to working with you and please feel free to contact me if you have any questions.

Sincerely,

Nathan GlasseyNew Business Coordinator

Employer Plan Setup Checklist

Date

| [ Complete 403(b) Plan Setup Information Worksheet Part 1 (Payroll Information)

[ | Complete 403(b) Plan Setup Information Worksheet Part 2 (Miscellaneous)

| [ Complete 403(b) Plan Setup Information Worksheet Part 3 (Current Investment Providers)

[ | Complete 403(b) Plan Setup Information Worksheet Part 4 (Orphan Investment Providers)

I I Send all four 403(b) Plan Setup Information Worksheets to your NBS New Business Coordinator

I I Review and sign both copies of Plan Document

[ [ Send one signed copy of the Plan Document to your NBS New Business Coordinator

| I Send NBS a copy the Salary Reduction Agreement you would like posted to the Plan Website

I I Have initial conference call with your NBS New Business Coordinator (contact New Business Coordinatorto arrange a time that will be convenient for you)

| I Send Initial Letter to Current Participants to employees that currently participate in plan

[ I Send ISA Cancelation Letter to any investment providers with whom you have previously entered into anInformation Sharing Agreement, Hold Harmless Agreement, or other Service Provider Agreement. If theemployer acts as trustee of a plan or maintains an ERISA plan, consult with your New BusinessCoordinator first

\ I Submit initial census file to NBS

| | Submit test payroll file to NBS

[ | Submit YTD contribution file to NBS

I I Submit Historical Contribution Data File to NBS (if your plan allows for the 15 Years of Service Catch-up)

[ I Transfer ongoing contribution remittance duties to NBS (after test payroll confirmed successful)

| | __Send Letter to Participants of Canceled Vendors to current plan participants whose vendor will beremoved from the Plan (after it is known which vendors choose not to enter into an Information SharingAgreement with NBS for the Plan).

I [ Send Final Letter to Participants to all Plan participants

[ [ Send Universal Availability Notifications to all employees not currently participating in the Plan

Implementation Timeline

This timeline is a tentative schedule outlining major events in the plan implementation process.

Most NBS activities have been omitted from the timeline for simplicity.

NBS and Employer

Week One

Initial conference call with NBS

Week Three

Final conference call to resolve

any outstanding issues or concerns

January 1, 2009

New IRS regulations go into effect

Employer

Week One

Return Plan Setup Information Worksheets to

NBS

Sign Plan Document and return copy to NBS

Send NBS copy of Employer's SRA

Week Two

Send ISA Cancelation letters to vendors

Send initial letters to current plan

participants

Week Three

Send initial Census file to NBS

Submit Test Payroll file to NBSSubmit YTD Contribution file to NBS

Submit Historical Contribution Data

file to NBS (if applicable)

Week Four

Transfer common remittance responsibilities

to NBS (if applicable)

Week Three

Send letters to participants whose

vendor will be removed from program

Send letters to all participants

explaining program details

Week Four

Send Universal Availability letters to

employees that do not currently

participate

NBS

Week Two

Send Provider/Information Shanng

Agreements to current investment providers

Setup participant Plan website (if applicable)

Week Three

ionfirm with the employer that hies received

and remittance test successful

Setup participant Plan website (if applicable)

Week One

Approximate for vendors to estabhsth ISA

Week Two

Notices sent to orphan vendors

NBS Contact Information

General Contact Information

National Benefit Services, LLCPhone: 800-274-0503 (General)Phone: 800-274-0503 ext. 5 (403(b) Plan Team)Fax: 800-597-8206

Mailing AddressPO Box 698West Jordan, UT 84084

Overnight (Physical) Address8523 S. Redwood RoadWest Jordan, UT 84088

New Business Coordinator

Nathan GlasseyEmail: [email protected]: 800-274-0503 ext. 127Fax: 801-838-7303

Plan Administrator

NAMEEmail:Phone:Fax:

Assistant Plan Administrator

NAMEEmail:Phone:Fax:

Team Manager

Evan StephensEmail: [email protected]: 800-274-0503 ext. IllFax: 801-838-7305

403(b) Plan SetupPlan Information Worksheet - PartiPayroll Information

Please complete this form and return it to NBS.

Describe the employer's payroll schedule. For example, the 15th day of each month or the first Monday of each montf

Are there exceptions to the general payroll schedule? What happens if the designated date occurs on a weekend orholiday?

What is the last payroll date that will be included on employees IRS W-2 form this year?

Will payroll contributions be forwarded to NBS by wire, ACH, or check?

[JACH LJWire jJCheck

Indicate the person with whom NBS should coordinate payroll activities.

Name Fax.

Phone Email

Employee contributions may occasionally be returned to NBS by an investment provider (because the employeeclosed his or her account or for other reasons). In these situations, NBS will contact the employee to determine whatshould happen to the contribution. Depending on the employee's instructions, the contribution may be returned tothe same provider, forwarded to a new provider, or returned to the employer's payroll department to be taxed. IfNBS is unable to obtain instructions from the employee after two months, the contribution will be returned to thepayroll department to taxed. If other procedures are desired, please indicate below.

NBS2008 PI1 6/2008

403(b) Plan SetupPlan Information Worksheet - Part 2Miscellaneous

Please complete this form and return it to NBS.

Indicate the person that will be given access to the secure Plan Sponsor Web Portal. This person will be able to accessall Plan reports and view detailed information about the Plan. NBS will create a single account for the employer.

Name Email

Indicate the employer contact phone number and email address for employees that have questions about the plan.This information will be included on the Plan's webpage maintained by NBS. Please indicate if you do not want NBS

to maintain a webpage for the plan.

Phone. Email-

Messages from the employer to employees may be posted on the Plan's webpage. Please indicate any desiredmessages. Future changes to messages may be requested thorugh your designated NBS plan administrator.

If NBS will be assisting in the management of Salary Reduction Agreements (SRA's), please indicate your desiredschedule for receiving SRA updates. For example, SRA updates must be receive by the payroll office 5 business daysbefore the payroll date or by the 10th day of the month.

NBS2008 PI1 6/2008

403(b) Plan SetupPlan Information Worksheet - PartsCurrent Investment Providers

Please complete this form or provide a separate file or page that includes the same information. Identify eachinvestment provider that currently receives contributions as part of the 403(b) plan. NBS will contact each provideryou wish to retain in order to provide an opportunity to enter into a Provider/Information Sharing Agreement. Sendthis information to NBS.

Vendor Code/ID Vendor Name Vendor Remittance Address Retain Vendor'

I |Yes I ]NO

NBS2008 P21 6/2008

GYCS

No

403(b) Plan Setup

Plan Information Worksheet - Part 4Orphan Investment Providers

Please complete this form or provide a separate file or page that includes the same information. Identify eachinvestment provider which received one or more contributions since January 1, 2005 but which will not be receivingcontributions after January 1,2009. Send this information to NBS.

Vendor Name Vendor Remittance Address

NBS2008 PIS 6/2008

403(b) Plan SetupFile Formats

Any files containing sensitive, non-public data (especially SSN) should be sent to NBS through the NBS Secure FileUpload System on the NBS website. Please reference the NBS Secure File Upload Instructions in this packet fordetailed instructions on using the system. All files should be in Microsoft Excel or similar CSV format and shouldinclude headers. Pre-formatted spreadsheets are included on the Plan Setup CD. Please note that all year-to-datedata referenced in this document refers to the calendar year.

Census File (Periodic)

NBS needs to know basic census or biographical information about Plan participants. An initial census file shouldbe supplied to NBS as well as periodic updates—the more frequent the better We encourage employers to providea census file on a monthly basis. This file should also be supplied after the end of each calendar year.

SSNLast

NameFirst Name

Date ofBirth

Date ofHire

Date ofTermination

StreetAddress

City State ZIP YTD Compensation Amount(Only required at year end)

Payroll File (Every Payroll Period)

A file (and corresponding ACH, wire, or check if NBS will be performing remittance of the Plan's 403(b)contributions) must be provided to NBS for each payroll. Vendor Code is the unique code used by trie employer toidentify each investment provider/vendor. Source Code identifies the type of contribution. Please use thefollowing Source Codes as applicable. 403b EE, 403b ER, 403b Roth, 457b, 401k EE, 401k ER, 401a, IRA, IRA Roth.Please contact NBS if you have additional sources. The Date of Birth, Date of Hire, and YTD ContributionAmount fields are suggested but not required.

PayrollDate

SSN LastName

First NameVendorCode

SourceCode

ContributionAmount

Date of Birth(optional)

Date of Hire(optional)

YTD ContnbutionAmount (optional)

YTD Contribution File (One Time)

Description: Unless NBS begins administration of your plan on January 1, we will need to obtain the contributionstotals of Plan participants up to (but not including) the first live payroll remittance performed by NBS. This datamay be supplied in either of the methods shown below, however, the first method is preferred. Date is the datethrough which the data is current. Do not send YTD contribution data to NBS that includes the first set of payrolldata.

Date SSN Last Name First Name Vendor Code Source CodeYTD Contribution

Amount

Date SSN Last Name First NameYTD Contnbution

Amount

Historical Contribution Data File for 15 Years of Service Catch-Up (One Time)

If your Plan permits employees to utilize the 15 Years of Service Catch-up, historical 403(b) contribution data isrequired. Data should be provided for every year during which an employee made a contribution (even ifcontributions began more than 15 years ago).

Year SSN Last Name First NameEE 403(b) Contnbution

Amount for Year

NBSjnns PIFF 7/2nns

Contribution TransferInstructions

Check

Make check payable to: National Benefit Services, LLC. Please include the Employer Name and Payroll PeriodEnding Date on the FBO line. Mail check and list bill (sending a file to NBS through our web-based SecureUpload System in lieu of a hardcopy list bill is preferred) to:

Regular Mail Overnight DeliveryNational Benefit Services, LLC National Benefit Services, LLCP.O. Box 698 8523 South Redwood RoadWest Jordan, UT 84084 West Jordan, UT 84088

ACH

Include the name of the employer and payroll date when sending an ACH payment. Transmit money to:

Zions First National BankBroadway Office310 South MainSalt Lake City, UT 84101

Routing Number: 124000054Account Number: 3423829

Wire

Include the name of the employer and payroll date when sending a wire payment. Please avoid using wiretransferring for transmitting small dollar amounts. Transmit money to:

Zions First National BankBroadway Office310 South MainSalt Lake City, UT 84101

Routing Number: 124000054Account Number: 3423829

Secure File UploadInstructions

1. Using your internet browser, navigate to: www.nbsbenefits.com.

2. Click on "Secure Upload" link on the left hand side.

Cus tomer Care • K n o w led

Homf'-i •'

Employees

Employers

AdvisorsN A T I O N A L

(' n>%

3. Enter the password: nbslsecure

Our site u:.ii;e-s 128 bit SSL encryption, "his zzgz aSicws ye. :cd sers-twe ir/crmwion :a Ws:<cna! Sener'it Services This is

'•-nportd'X ;c o^r C*li;'c.'f>ia ci!er.;s ;\\-,C' ara no.v cecuifec by lav.' tc jer,t.'-.i'.e rfata m th<5 manner

C r-.p'y entc' vour '-.ame, comoany ra-*nt, and e-nsa;l.">0'.vlt ' o-jttcn n«yt tc Fi!j- r -: 50 atiach your £-<c«i sp/eadsh**: Of othe'

r.i?jmers'.. You may up!oaa asciiucr.dl Wes by dsc'-.ing or, me additions! browser--"ons V.'hen yoy a.'e finisr.ed attochjr.j you' fne(s). er.tec a dssci'ict'On anc ther. c-- :*••« "V/osoaci fj'es" bu:to." You will receive a confirmation e-mail uponsuccessful completion of your upload. !f you do r-31 racfciVe sn amsii vaur_;iaui was unsuccsssf«i.

if vou require additional assistance, dick here for more detailed instructions.

Enter the password to access ipioad form

4. Enter the requested information.

5. Use the "Browse" button to find and attach your files.

[Full Name*

Company Name* f

Email Address* [

Hl« *?

Fill! »J

file »•»

r«e»s

i j Jescriouonul trie files you

at v,dl as any

• Enter your firstand last

• Enter ihenameof

CLK'KHERETO COMPLETE

Enter a valid e-miil address We wilisend vfu a confirmasion e-mail

upon Aitoccssfu! upload oi'\our liies

Click this first browse buiiun toattach your first file A box will open

whsth snows !he consents i))"\t>ur iocai;omputer Simpiy selec! the Hie you \vi4to upload. The name of the file wsll ROWappear in the-box to the right of "File r1!"

If you have an additional file thatsou wish to send at this time, click the ne*.!

"Browse" butfan to repeat the above process. Repeatthe process for each additional file \ ou wi*h to fend.

6. Click "Upload".

7. You will receive an email confirmation that your file upload was complete. If you do not receive aconfirmation email, contact your plan administrator.

If you need to borrow, withdraw or transfer funds from your 403B 457 or other retirement plan this summer pleasesee instructions below. For more details about your CALSTRS, CALPERS Retirement Benefits or have questionsabout vour 403B ISA Mutual Funds fill out the form below and fax (626-628-0325) or mail to The IDS Group117 West Gutierrez Street Santa Barbara, CA 93101 and your TDS Group Representative, Maurice G. Saldebar,will contact vou or call at 626-628-3750 or 800-975-655 exl 215

See the instructions below to borrow, withdraw or transfer money from your 403B/TSA or 457 planQ Borrow money from TSA *

1. Obtain loan form from vour TSA Comoanv. broker or ask TDS2. Include your account number and signature on form3 Fax form to 805-882-0098

Q Withdraw (Hardshm) monev from TSA *1 Obtain withdrawal loan form from your TSA Company, broker or ask TDS2 Include your account number and signature on form3 Fax form to 805-882-0098

Q Transfer retirement assets into school district LACOE 457 or 403B (Requires ffardcopy form)] Obtain withdrawal loan form from your TSA Company, broker or ask TDS2. Include vour account number and signature on form3. Mail hardcopyform to- The TDS Group, II7 Gutierrez Street Santa Barbara, CA 93101ATTN. Marissa L./Jennifer B.

Terms can be subject to TSA comoanv oolicv . Be sure to check with TSA Comoanv. .vour broker or The TDS Grouo

Name

Years of Service Date of Birth

Contact Numbers) Home

Best time and method to contact you

School District/School Site

I have a broker Y/N I need a broker Y/N Not Sure

Cell Email(s) /

Quick Question/Comment

Mailing Address The TDS Group, 117 Gutierrez Street Santa Barbara, CA 93101 800-975-6555 ext215/626-629-3750Securities and Investment Advisory Services are offered with and through Financial Network Investment Corporation (FNIC), Member of FINRA & SIPCOSJ Office 6100 Uptown Blvd, Suite 220, Albuquerque, NM 87110 TDS and FNIC are not affiliated companies and neither represents STRS or PERSIW2007)

TemplateInitial Letter to Participants

DATE

PARTICIPANT NAMEPARTICIPANT ADDRESSCITY ST, ZIP

RE: 403(b) Plan Changes

Dear PARTICIPANT NAME,

Last year the IRS made comprehensive changes to the rules that govern 403(b) plans. As a result,EMPLOYER NAME is required to makes changes to the 403(b) plan you currently participate in.EMPLOYER NAME has contracted with National Benefit Services, LLC (NBS) to act as third partyadministrator of the plan.

Some of the changes that will be occurring over the next several weeks include:

• NBS will begin providing oversight of the plan to ensure the plan complies with the new IRSregulations. For you, the employee, this will be most apparent when you wish to initiate atransaction with your investment provider such as a loan, distribution, or transfer to adifferent provider. Pre-authorization from NBS will be required to perform thesetransactions. Forms and instructions are available on the EMPLOYER NAME plan websitemaintained by NBS.

• NBS will contact the plan's current investment providers and give them the opportunity toenter into an Information Sharing Agreement. Some investment providers may not be willingor able to enter into the agreement. Because of the new IRS regulations, EMPLOYERNAME must remove providers from the plan that do not sign the agreement. You will needto select a new provider if your current provider is removed. Additional communication willbe sent to you after it has been determined which providers have chosen to remain part of theplan.

• The NBS website www.nbsbenefits.com/403b will be updated to include information aboutthe EMPLOYER NAME 403(b) plan and will include a list of available investmentproviders, plan forms, and other useful information.

You will receive additional communication regarding these changes in the coming weeks. Pleasecontact the human resource office at XXX-XXX-XXXX if you have any questions.

Sincerely,

^oi'overs- must have qualifying event

Rolloverto an IRA, another 4O3(b),

or 457 plan are allowed


I Loans-Options

Check with Plan Administrator ifallowed

• Loan repayments must be made atleast quarterly

• Principal and interest most beamortized

•Term- 5 years or longer if used forthe purchase of participant's home

• Loans may be made for any reason

• Loans must be coordinated amongali providers of the employer's ptan

•'Lqansare not discharged in:.'; .."' ' .a'bankruptcy.!;'.!"'-''- •'

reaches 59 Vi

has a severance from employment

dies

becomes disabled

has a qualified reservist distribution

encounters financial hardship

N A T I O N A L B E N E F I T SERVICES, L L C—|BC u s t o m e r Care • Knowledge and Expert ise m Organizat ional Excel lence

403(b) Plan Administration and Compliance Services

Plan Implementation Guide

Index:

TablEmployer checklist, timeline, NBS contact information

Tab 2

Plan Information Worksheets

Tab3General instructions and reference

Tab 4

Letter templates

Tab5Plan documents

Tab 6

Summary Plan Description

Tab?

Service Contact, Fee Schedule, Service Proposal, and Provider/Information Sharing Agreement

Tab8Forms

DATE TemplateLetter to Participants ofCanceled Vendor

EMPLOYEE NAMEEMPLOYEE ADDRESSCITY, ST ZIP

Re: Changes to District 403(b) plan - Action required to continue participation

Dear EMPLOYEE NAME,

The IRS recently issued new, comprehensive regulations governing 403(b) plans—the first in over 40years. As a result, changes to EMPLOYER NAME'S 403(b) plan are necessary at this time. Allinvestment providers that currently participate in the District's 403(b) plan were given the opportunity tocontinue to do so. However, some investment providers are unable or unwilling to meet the plan's newrequirements resulting from the regulation changes. Providers that do not meet these requirements willsoon cease to be available to employees.

Action Required:

The District's records indicate you are currently contributing to a 403(b) plan account with VENDOR.Unfortunately, this provider will no longer be available as of DATE. In order to continue to make salarydeferrals to the 403(b) plan, you will need to:

1) Select a new investment provider (a list of eligible providers is included on the back of theenclosed form)

2) Contact your chosen investment provider to establish a 403(b) account3) Complete the enclosed Salary Reduction Agreement (SRA) and submit it to the payroll

office

If you do not submit a new SRA to the District by DATE, your current SRA will be canceled and yoursalary deferrals to the 403(b) plan will be halted. You may submit a new SRA to resume contributions atany time.

Please note that your savings currently held by VENDOR are not affected by these changes—onlyyour ability to continue to actively contribute to your VENDOR account.

The back of the enclosed SRA form includes a list of eligible plan investment providers. Contact theHUMAN RESOURCES OFFICE if you have any questions.

Sincerely,

TemplateFinal Letter to Participants

DATE

PARTICIPANT NAMEPARTICIPANT ADDRESSCITY ST, ZIP

RE: 403(b) Plan Changes

Dear PARTICIANT NAME,

As mentioned in a letter sent to you several weeks ago, the IRS has changed the rules that govern403(b) plans. As a result, EMPLOYER NAME is required to makes changes to the 403(b) plan youcurrently participate in. EMPLOYER NAME has contracted with National Benefit Services, LLC(NBS) to act as third party administrator of the plan.

The following changes have taken place:

• NBS is providing oversight to ensure the plan is compliant with IRS regulations.

• Withdrawals from your current investment provider must be approved by NBS. Go to theplan website at www.nbsbenefits.com/403b to obtain the necessary approval paperwork.Please note that your vendor will still require its own form be used in addition to the NBSform.

• The plan is now being governed by a formal written plan document. A copy of the plandocument or a summary of the plan document may be obtained from the human resourcesoffice.

• The plan website maintained by NBS, www.nbsbenefits.com/403b. will serve as a resource toobtain information about the plan. The website includes:

Plan formsList of investment providers eligible to receive plan salary deferral contributionsList of investment providers eligible to receive transfersGeneral information about 403 (b) investing

Please contact the human resource office at XXX-XXX-XXXX or NBS at (800) 274-0503 ext. 5 ifyou have any questions.

Sincerely,

DATE TemplateUniversal Availability

EMPLOYEE NAMEEMPLOYEE ADDRESSCITY ST, ZIP

RE: Eligibility to participate in 403(b) retirement plan

Dear EMPLOYEE NAME,

You are eligible to participant in the 403(b) retirement plan sponsored by EMPLOYER NAME. Participation isvoluntary.

What is a 403(b) plan?

A 403(b) plan, also known as a Tax-Sheltered Annuity (TSA) plan, is a tax-deferred retirement plan for employeesof certain tax-exempt, governmental organizations or public education institutions. An employer may sponsor a403(b) plan to provide a benefit to its employees of the opportunity to save for retirement on a tax-deferred basis.

403(b) plans were created to encourage long-term savings, so depending on your plan, distributions are availableonly when you reach age 59 '/2, leave you job or upon death or disability. Keep in mind, distributions before age 59'/2 might be subject to restrictions and a 10% federal penalty for early withdrawals.

Why contribute to a 403(b) plan?

Participating in your plan can provide a number of benefits, including the following:

• Lower Taxes Today

The 403(b) contributions you make are on a pre-tax basis. This means that you are taxed on a lower amountof income. For example, if your federal marginal income tax rate is 25%, and if you contribute $100 amonth to a 403(b) plan, you have reduced your federal income taxes by nearly $25. In effect, your $100contribution costs you only $75. The tax savings can grow with the size of your 403(b) contribution.

• Tax-deferred GrowthIn your 403(b) plan, interest and earnings accrue tax-deferred. This means that your interest will grow tax-free until the time of your withdrawal. The compounding interest on your 403(b) plan can allow youraccount to grow more quickly than saving in a taxable account where interest and earnings are generallytaxed each year.

• Taking the Initiative

Contributing to a 403(b) retirement plan can help you take control of your future retirement needs. Othersources of retirement income, including state pension plans and, if applicable, Social Security, often do notadequately replace a person's salary upon retirement. A 403(b) plan can be a great way to provide you withadditional income at retirement.

• Possible Tax Credits

If you contribute to the plan, you may be able to receive a tax credit, which could reduce your overallfederal income tax paid for the year.

How do I get more information?To obtain additional information about participation, and about the savings products made available under the plan,contact the payroll/human resources department at PHONE NUMBER.

Sincerely,

Important Benefit Information about your 403(b) Retirement Plan

What is a 403(b) plan?A 403(b) plan, also known as a Tax-Sheltered Annuity (ISA) plan, is a tax-deferred retirement plan foremployees of certain tax-exempt, governmental organizations or public education institutions. Anemployer may sponsor a 403(b) plan to provide a benefit to its employees of the opportunity to save forretirement on a tax-deferred basis.

403(b) plans were created to encourage long-term savings, so depending on your plan, distributions areavailable only when you reach age 59 '/2, leave you job or upon death or disability. Keep in mind,distributions before age 59 Vi might be subject to restrictions and a 10% federal penalty for earlywithdrawals.

Why contribute to a 403(b) plan?

Participating in your plan can provide a number of benefits, including the following:

• Lower Taxes Today

The 403(b) contributions you make are on a pre-tax basis. This means that you are taxed on alower amount of income. For example, if your federal marginal income tax rate is 25%, and if youcontribute $100 a month to a 403(b) plan, you have reduced your federal income taxes by nearly$25. In effect, your $100 contribution costs you only $75. The tax savings can grow with the size ofyour 403(b) contribution.

• Tax-deferred Growth

In your 403(b) plan, interest and earnings accrue tax-deferred. This means that your interest willgrow tax-free until the time of your withdrawal. The compounding interest on your 403(b) plancan allow your account to grow more quickly than saving in a taxable account where interest andearnings are generally taxed each year.

• Taking the Initiative

Contributing to a 403(b) retirement plan can help you take control of your future retirementneeds. Other sources of retirement income, including state pension plans and, if applicable, SocialSecurity, often do not adequately replace a person's salary upon retirement. A 403(b) plan can bea great way to provide you with additional income at retirement.

• Possible Tax Credits

If you make contributions to the plan, you may be able to receive a tax credit, which could reduceyour overall federal income tax paid for the year.

How do I get more information?

To obtain additional information about participation, and about the savings products made available

under the plan, contact the payroll/human resources department at PHONE NUMBER.

DATE TemplateGood Faith Notice to Orphan Vendors

VENDOR NAMEVENDOR ADDRESSCITY ST, ZIP

RE: Plan Administrator Contact for EMPLOYER NAME 403(b) Plan

Our records indicate VENDOR NAME received salary deferral contributions as part of theEMPLOYER NAME 403(b) Plan (the "Plan") after December 31, 2004. Additionally, as of January1, 2009 VENDOR NAME will no longer be an active vendor of the Plan.

This letter constitutes "good faith" notice described in IRS Rev. Proc 2007-71 regarding annuity orcustodial accounts held by your company that were established and funded by employees ofEMPLOYER NAME from January 1, 2005 and December 31, 2008.

National Benefit Services, LLC (NBS) has been appointed third-party plan administrator of theEMPLOYER NAME 403(b) Plan. We ask that you contact NBS to coordinate necessary informationsharing should a participant or beneficiary request a loan, distribution, or other transaction thatrequires non-participant certification.

National Benefit Services, LLC Phone: (800) 274-0503 ext. 5Attn: 403(b) Department Fax: (800) 597-82068523 S. Redwood RoadWest Jordan, UT 84088

Sincerely,

403(b) Loan Authorization Form N A T I O N A L B E N E F I T RVJLS:JL?LJbi£-

ParticipantInstructions The 403(b) Loan Authorization Form must be submitted to National Benefits Services, LLC (NBS), the third party administrator, to authorize any loan of 403(b) amounts

from investment providers of your employer or former employer's 403(b) plan The investment provider may require its own paperwork in addition to this form You maywish to attach your investment provider's paperwork to this form You must attach account statements from your investment provider documenting the account and loanbalances you indicate in step 4 All attached forms or paperwork will be forwarded to the investment provider indicated below Complete steps 1 -5 and mail or fax thisform to NBS Inquiries regarding the status of your loan may be directed to NBS at (800) 274-0503 After paperwork has been forwarded to your investment provider,mqumes should be directed to your provider After this form has been received by NBS in good order, it will be forwarded to your provider within 5 business days

NBS Mailing Address: National Benefit Services, LLC8805 S Sandy ParkwaySandy, UT 84070

NBS Fax Number (800)597-8206

NBS Phone Number: (800)274-0503

InvestmentProvider

Instructions

NBS represent this loan of 403(b) amounts is permitted by the employer's plan and is in accordance with the 403(b) Provider/Information Shanng Agreement (Agreement)entered into by your company and NBS, and provided that NBS has signed below The loan issue amount may not exceed the dollar amount indicated in MaximumEligible Loan Amount box.Participant Name

ParticipantInformation

Social Secunty Number Date of Birth

Participant Mailing Address Home Phone Number Work Phone Number

Agent Name Agent Phone Number

(Cty.STZIPI

InvestmentProvider

Information

Investment provider from which 403(b) amounts will be loaned to you

Investment Provider

Account Number ^____

Street or PO Box

City, State, Zip

Phone Number

Fax Number

Current andPreviousLoans

| Answer the following questions concerning current and previous loans

1 Have you ever defaulted on a previous 403(b), 401 (k), or 457(b) plan loan? If YES, then you must provide documentation that thepreviously defaulted loan has been repaid, offset, or otherwise returned to good standing

2 Do you currently have or have you had in the past 12 months a 403(b), 401(a), or 457(b) loanls)?

3 If you have or have had an outstanding loan(s) in the past 12 months, what is your highest outstanding loan balance(s) in the last 12months7 You must attach an account statement reflecting your highest loan balance(s) in the past 12 months

Y N

Y N

Identify all your current 403(b), 401 (a), or 457(b) accounts, account balances, and loan balance and attach a copy of your most recent account statement(s) Attach anaccount statement for each account If you have more than three accounts, please attach a separate page with that account information

Current Loanand Account

Balance(s)Account 1

Account 2

Account 3

Example

Investment Provider Name

XYZ Annuity Company

Current account value (excludingoutstanding loans)

30,00000

Current outstanding loan amount(if any)

6,00000

Total account value

36,00000

ParticipantApproval

I recognize that the information contained on and attached to this form may be shared with a third party (including National Benefit Services, LLC (NBS)) as necessary toadminister the Plan in accordance with the Internal Revenue Code I authonze the investment providers indicated on this form to release non-public information pertainingto my accounts as necessary to administer the plan including account balance, loan balance, loan status, and loan history

$

Participant Signature (Required) Date Requested Loan Amount

For NBSUse Only

NBS Signature (Required) Date Maximum EligibleLoan Amount

403(b) Exchange Authorization Form N A T I O N A L B E N E F I T R V I C E S , L LC^i l t ! \ t i l i t ' I I I

ParticipantInstructions

InvestmentProvider

Instructions

^^^n^^^^^H


SurrenderingInvestmentProvider

Information

ReceivingInvestmentProvider

Information

•Krcffil

ParticipantApproval

For NBSUse Only

Ver SMPL9/08

The 403(b) Exchange Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authonze any exchange of403(b) amounts between exchange-eligible investment providers of your employer's 403(b) plan The surrendering investment provider may require its ownpaperwork in addition to this form. You may wish to attach your investment provider's paperwork to this form. All attached forms or paperwork will be forwarded tothe surrendering investment provider indicated (unless specified otherwise in steps 2 and 3) Complete steps 1-4 and mail or fax this form to NBS Inquiriesregarding the status of your transaction may be directed to NBS at (800) 274-0503 ext. 5. After paperwork has been forwarded to your investment provider,mqumes should be directed to your provider. After this form has been received by NBS in good order, it will be forwarded to your provider within 5 business daysA list of exchange-eligible investment providers is available on your plan's website

NBS Mailing Address: National Benefit Services, LLC NBS Fax Number. (800)597-82068523 S. Redwood RoadWest Jordan, UT 84088 NBS Phone Number: (800) 274-0503 ext 5

NBS represents that this exchange of 403(b) amounts is permitted by the employer's plan and is in accordance with a 403(b) Provider/Information SharingAgreement (Agreement) entered into by the receiving provider and NBS, provided that NBS has signed below. The surrendering investment should provide to thereceiving provider at the time of the exchange information regarding the portion of the exchanged amount represented by deferral amounts and, in the case ofRoth amounts (if allowed by the plan), the Roth portion and commencement date of the 5-year holding penodEmployer Name

Participant Name

Participant Mailing Address

(Sleel)

(City STZIP|

Employer State

Social Security Number Date of Birth

Home Phone Number Work Phone Number


Investment provider from which 403(b) amounts will be exchanged or surrendered (source of assets)

Investment Provider

Account Number

Street or P.O. Box

City, State, Zip

Phone Number

Fax Number

Investment provider that will receive the exchange of 403(b) amounts (destination of assets)

Investment Provider

Account Number

Street or P.O. Box

City, State, Zip

Phone Number

Fax Number

Recipient of this form:Please indicate the providerSurrendenng or Receiving) towhich NBS should send thispaperwork. Generally, theSurrendenng provider shouldreceive this form but theReceiving provider mayinstruct you otherwise If nooption is selected, NBS willforward this form and allaccompanying paperwork tothe Surrendering provider

| | Surrendering Provider(Provider from whichassets will beexchanged)

| | Receiving Provider(Provider that will bereceiving the assets)

I recognize that the information contained on and attached to this form may be shared with a third party (including National Benefit Services, LLC (NBS)) asnecessary to administer the Plan in accordance with the Internal Revenue Code I authonze the release of non-public information pertaining to the aboveaccounts and transaction to NBS representatives as necessary to administer the plan

Participant Signature (Required) Date

NBS Signature (Required) Date

403(b) Distribution/Rollover Authorization Form N A T I O N A L B E N E F I T S I R V I C E S , L L CCustomer Cart1 • Knowledge ami r.xpr


The 403(b) Distribution/Rollover Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authorize a distributionor rollover of 403(b) amounts from your employer or former employer's plan. Two types of distnbutions do not require this form 1) Hardship distributions requiresubmission of a different form 2) Required minimum distnbutions following attainment of age 70112 do not require NBS authorization Your investment provider mayrequire its own paperwork in addition to this form You may wish to attach your investment provider's paperwork to this form All attached forms or paperwork will beforwarded to the investment provider indicated below Complete steps 1-4 and mail or fax this form to NBS. Inquiries regarding the status of your distnbution or rollovermay be directed to NBS at (800) 274-0503 After paperwork has been forwarded to your investment provider, inquiries should be directed to your provider After thisform has been received by NBS in good order, it will be forwarded to your provider within 5 business days.

NBS Mailing Address: National Benefit Services, LLC NBS Fax Number: (800)597-82068805 S Sandy PartSandy, UT 84( NBS Phone Number: (800) 274-0503

NBS represents this participant (or beneficiary) is eligible to distribute or rollover of 403(b) amounts in accordance with the employer's plan and the 403(b)Provider/Information Shanng Agreement (Agreement) entered into by your company and NBS, provided that NBS have signed below

Social Security Number Date of Birth


(SUM!)

(Crty.STZIP)

Home Phone Number

Agent Name

Work Phone Number

Agent Phone Number

InvestmentProvider

Instructions


I Select all applicable reasons for withdrawal and the date of the applicable event. If none of the events listed below apply to you, you may not be eligible for a distnbutionor rollover You may still be eligible to transfer 403(b) amounts to a different investment provider using 403(b) Transfer Authonzation Form Contact your investment

Reason(s) for Provlder> financial advisor, or NBS for additional information

Withdrawal Distributable Event:

QjTermmation of employment from Sponsonng Employer

Retirement

[^Attainment of age 59 % Required minimum? [Y[N|

| Death of participant (provide documentation)

| ^Disability (provide documentation)

[JdDRO (provide documentation)

Correction of excess contnbution or deferral

Date of event

Date of event

Date of event:

Date of event

Date of event

Date of event.

Tax year

Source ofAssets

Indicate the investment provider that currently holds the assets you wish to distribute or rollover

Investment Provider

Account Number

Street or PO Box

City, State, Zip

Phone Number

Fax Number

Participant/BeneficiaryApproval

I recognize that the information contained on and attached to this form may be shared with a third party (including National Benefit Services, LLC (NBS)) as necessary toadminister the Plan in accordance with the Internal Revenue Code I authonze the release of non-public information pertaining to the above accounts and transaction toNBS representatives as necessary to administer the plan

Participant Signature (or Beneficiary Signature if participant is deceased) (Required) Date

For NBSUse Only

NBS Signature (Required) Date

Maximum Allowable Contribution Worksheet

403(b) 2009N A T I O N A L B E N

. "»_.'ii.mi < "El'r ~ "ku.'i r(7a~i "in,l (

R V I C E S , L L C

Instructions

EmployeeInformation

403(b) andRoth 403(b)Calculation

EmployeeSignature

The 2009 Maximum Allowable Contribution Worksheet is to be used to determine the maximum dollar amount that you may contribute to a 403(b)Retirement Program in 2009 Upon completion, submit a copy of this form to National Benefit Services, LLC by fax or mail.

NBS Mailing Address: National Benefit Services, LLC NBS Fax Number: (800) 597-62068523 S Redwood RoadWest Jordan, UT 84088 NBS Phone Number: (800) 274-0503 ext. 5

Participant Name

Employer Name


(Str«el)

(Qty. ST ZIP)

1. 2009 base deferral limit

Social Security Number

Home Phone Number

Work Phone Number

E-mail Address

1. $16,5C

2. Special 15-Year Catch-up Contribution (if permitted by your employer)

a Have you completed 15 or more full years of service with you current employer? 2a. YES/If NO, enter $0 in line 2e and preceed to question 3 If YES, continue to the next question.

b. Have your previous combined 403(b) and Roth 403(b) contributions averaged less than $5,000 per 2b. YES/year during your lifetime?

If NO, enter $0 in line 2e and proceed to question 3. If YES, continue to the next question

c Have you made any Special 1 5-Year Catch-up contributions previously? 2c. YES 1If NO, skip to question 2e If YES, continue to next question

d Enter the total amount of any previously utilized Special 1 5-Year Catch-up contributions in line 2d 2d.

e Subtract line 2d from $15,000If the result is greater than $3,000 then enter $3,000 in line 2eIf the result is less than $3,000 then enter the result in line 2e

3. Age 50 Catch-up Contribution

a Will you reach Age 50 by 1 2/31/2009'

b If 3a is YES, enter $5,500 in line 3b If 3a is NO, enter $0 in line

4. Add lines 1,2e, and 3b This is your Maximum 403(b) and Roth 403This number cannot exceed $25,000.

2e.

3a. YES 1

3b 3b.

b) Contribution Amount for 2009. 4. 1

5. Enter the total of any contributions already made to 403(b) plans during 2009 5.

6. Subtract line 5 from line 4. This is the total remaining amount you may contribute to 403(b) plans during 2009 6.

1000

NO

NO

NO

NO

|

IMPORTANT. You may rely on the accuracy of this Worksheet if the information you provide is correct and complete. Neither your Employer, norNational Benefit Services, LLC possess data for purposes of calculating the 403(b) Special 15-Year Catch-up Contribution. By signing this Worksheet,you certify that all the information provided is accurate and you agree to indemnify and hold harmless your Employer, and National Benefit Services, LLCfrom any and all damages which may result from providing inaccurate or incomplete information You understand and agree that your total annualcontributions to the combined 403(b) and Roth 403(b)Employee Signature

XDate

403(b) Salary Reduction Agreement N A T I O N A L B E N E F I T

Instructions The Salary Reduction Agreement (SRA) is to be used to establish, change, or cancel salary reductions withheld from your paycheck and contributed to the 403(b)plan on your behalf The SRA is also used to change the investment providers that receive your contributions Upon completion, fax or mail a copy of the form toNational Benefit Services, LLC Please note that this form is not valid unless all applicable sections are completed and you have signed the form

MBS Mailing Address: National Benefit Services, LLC NBS Fax Number: (800) 597-82068523 S Redwood RoadWest Jordan, UT 84088 NBS Phone Number. (800) 274-0503 ext 5

EmployeeInformation

Employee Name Social Secunty Number

Employer Name Home Phone Number

Employee Mailing Address E-mail Address

Date of Birth

(Cfy.STZIP)

Number of Pay Penods Per Year

RequestedAction

Check only one box SRA is not valid without an Effective Date.

| | I want to STOP all contnbutions to all providers Effective Date.

f~j I want to BEGIN contributions (complete Amount and Provider section below) Effective Date

I I I want to CHANGE contnbution amounts and/or providers (complete Amount and Provider section below) Effective Date

Amount andProvider

Leave this section blank if you are canceling contnbutions To change or begin contnbutions, enter your desired amount(s), investment providers), and vendorcode(s) This SRA will replace any previously submitted SRA's Only salary reductions identified in the space below will be performed starting on theEffective Date. Please see page 2 for examples Please note that you must establish your accounts) with your desired investment provider(s) pnor to submittingthis form Contact your investment provider(s) directly to establish your accounts) Salary reduction will not be performed if you have not established youraccounts) The Code # of your chosen investment provider may be found atwww nbsbenefits com/403b

Monthly Dollar Have you established an accountInvestment Provider Name Code* Amount with this provider?

$

[>es DNo

AgentInformation


Agent Address

(Cily STZIPI

Agent Email Address

Agent Fax Number

EmployeeApproval

I understand and agree to the following1 This Salary Reduction Agreement (Agreement) is an agreement between me and my employer which I have entered into voluntanly2 The Agreement supersedes all pnor Salary Reduction Agreements3 The Agreement is legally binding and irrevocable with respect to amounts paid or available while this agreement is in effect4 The Agreement may be terminated at any time for amounts not yet paid or available, and that a termination request is permanent5 The Agreement may be changed with respect to amounts not yet paid or available.6 Nothing herein shall affect the terms of employment between the Employer and myself This agreement supersedes all pnor Salary Reduction Agreements

and shall automatically terminate if my employment is terminated

I understand that I may not contribute an amount which will exceed the annual additions limitation under Code Section 415 or permit excess elective deferralsunder Code Section 402(g) If, based on information held by my employer or the Plan's third party administrator (National Benefit Services, LLC), either myemployer or National Benefit Services, LLC believes additional contnbutions will cause me to exceed limits under Code Section 415 or 402(g), I authorize theautomatic cancelation of this Salary Reduction Agreement

I have read and understood the information contained on page 2 of this Agreement

I understand that by making this application the release of my confidential information to third parties may occur as necessary to administer the Plan in accordancewith the Internal Revenue CodeEmployee Signature

X

Date

403(b) Salary Reduction Agreement (Continued) NATIONAL BENEFIT SERVICES, LLC

ImportantInformation

The Employee agrees to indemnify and hold the Employer and National Benefit Services, LLC (NBS) harmless against any and all actions, claims and demandswhatsoever that may anse from the purchase of annuities or custodial accounts in this 403(b) Plan The Employee acknowledges that neither the Employer nor NBShave made representation to the Employee regarding the advisability, appropriateness or tax consequences of the purchase of the annuity and/or custodialaccounts The Employee agrees that neither the Employer nor NBS shall have any liability whatsoever for any and all losses suffered by the Employee with regard tohis/her selection of the annuity and/or custodial account, its terms, the selection of the insurance company or regulated investment company, the solvency of,operation of or benefits provided by said insurance company or regulated investment company, or his/her selection and purchase of shares of regulated investmentcompanies

The Employer reserves the nght to alter terms of this Agreement as required to facilitate Program compliance with State and Federal law

The Employer does not choose the annuity contract or custodial account in which the Employee's contributions are invested

The Employee is responsible for setting up and signing the legal documents to establish the annuity contract or custodial account

In order for the Employee to receive the expected tax results, the annuity contract or custodial account established must meet the requirements of Section 403(b) ofthe Internal Revenue Code. It is solely the Employee's responsibility to establish the proper type of contract or account for this purpose

The Employee is responsible for naming a death beneficiary under the annuity contract or custodial account This is normally done at the tme the contract or accounis established, although the designation should be reviewed from time to time

The Employee is responsible for investment decisions, distributions and any other transactions with the insurance company or investment company and shall havetotal responsibility for all distributions and any resulting taxation consequences All nghts under the contract or account are enforceable solely by the Employee, theEmployee's beneficiary or the Employee's authonzed representative

The insurance or investment company or may be required to receive approval from the Employer or National Benefit Services, LLC prior to executing certaintransactions including loans, hardships, distributions, or transfers (as permitted by the Plan).

The Employee understands that information contained in this Agreement and other non-public information may be shared with the Employer's designated third-partyadministrator in conjunction with the operation of the 403(b) Plan

Retain a copy of this form for your records

Amount andProviderExamples

ABC Company

XYZ Company

(ABC's Code)

(XYZ'sCode)

$300.00

$20000

Example 1: If you currently do not participate in the Plan and wish to begin contributing $300 per month to your account with ABC Company and $200 per month toyour account with XYZ Company, enter the following on the first page


[xJYes []NO

[xJYes QNO

Example 2: If you currently contribute $300 per month to ABC Company and $200 per month to XYZ company but wish to reduce both contributions to $100 permonth each, enter the following on the first page (remember, this SRA supersedes and replaces any previous SRA's)


[XJYes []NO

[xlYes

ABC Company

XYZ Company

(ABC's Code)

(XYZ's Code)

$100.00

$10000

Example 3. If you currently contnbute $300 per month to ABC Company and $200 per month to XYZ company and wish to eliminate the contnbution to ABCCompany but keep the contribution to XYZ Company unchanged, enter the following on the first page (remember, this SRA supersedes and replaces any previousSRA's)


[xlYes HNOABC Company (ABC's Code) $300.00

D

403(b) Hardship Authorization Form N A T I O N A L B E N E F I T


The 403(b) Hardship Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authonze any hardshipdistnbution of 403(b) amounts from your employer or former employer's 403(b) plan The investment provider may require its own paperwork in addition to this formYou may wish to attach your investment provider's paperwork to this form All attached forms or paperwork will be forwarded to the exchanging investment providerindicated below Complete steps 1 - 4 and mail or fax this form to NBS Inquiries regarding the status of your hardship withdrawal request may be directed to NBS at(800) 274-0503. After paperwork has been forwarded to your investment provider, mqumes should be directed to your provider After this form has been received byNBS in good order, it will be forwarded to your provider within 5 business days

NBS Mailing Address: National Benefit Services, LLC8805 S. Sandy ParkwaySandy, UT 84070

NBS Fax Number: (800)597-8206

NBS Phone Number: (800)2744503

InvestmentProvider

Instructions

NBS represents this hardship withdrawal of 403(b) amounts is permitted by the employer's plan and is in accordance with the 403(b) Provider/Information SharingAgreement (Agreement) entered into by your company and NBS provided that NBS has signed below The investment provider should distribute no more than theamount indicated in the Maximum Eligible Hardship Amount box

HardshipWithdrawalProvisions

Hardship Withdrawal Provisions: Hardship withdrawals are only permitted to the extent a participant demonstrates that the reason for the hardship withdrawalcomplies with the applicable requirements under the Internal Revenue Code and that such hardship imposes an immediate and heavy financial burden upon suchparticipant Hardship withdrawals are limited to bona fide financial emergencies A hardship withdrawal cannot be applied for until all other options have beenexhausted These options include, insurance, reasonable liquidation of the participant's assets, cessation of elective deferrals to any retirement account, or otherdistributions or loans from the employer's plan(s) or a commercial loanAmounts Available for Withdrawal: If you have a qualified hardship, you may withdraw the amount necessary to meet the need created by the hardship, as long asthe amount withdrawn does not exceed your total employee deferrals less any earnings. The total amount of the withdrawal cannot exceed the value of your deferralA hardship withdrawal disqualifies you from making deferral contributions to any 403(b) retirement account (or 6 months after withdrawal.Participant Name Social Secunty Number I Date of Birth



(Swell

(City ST ZIP)

Home Phone Number

Agent Name

Work Phone Number

Agent Phone Number

HardshipReason

In the space provided below, indicate the nature of the hardship for which you are requesting a withdrawal You may attach additional pages if more space is neededYou must attach appropnate documentation providing evidence that you have a financial hardship As part of the review process, you may be required to provideadditional proof of your financial hardship

I I Payment for or to obtain medical care for the participant or the participant's spouse or dependents

| |Costs related to the purchase of a participant's principal residence (not including mortgage payments)

| | Payment of tuition related educational fees, and room and board expenses for the next 12 months of post-secondary education for the participant, theparticipant's spouse, or dependents

| j Payments necessary to prevent eviction from or foreclosure on a mortgage on the participant's principal residence

Additional hardship descnption

InvestmentProvider

Information

Investment provider from which 403(b) amounts wili be withdrawn

Investment Provider

Account Number

Street or P 0 Box

City, State, Zip

Fax Number Phone Number

HardshipAmount andParticipantApproval

I hereby certify that I do not have any other source of assets which can be liquidated to meet the financial hardship outlined above I declare under penalty of perjuryunder the laws that the information I have supplied on this application for the hardship withdrawal is true and complete in all respects I recognize that the informationcontained on and attached to this form may be shared with a third party (National Benefit Services, LLC (NBS)) as necessary to administer the Plan in accordance withthe Internal Revenue Code I authonze the release of non-public information pertaining to the above accounts and transaction to NBS representatives as necessary toadminister the plan.

$

Participant Signature (Required) DateRequested Hardship Amount

For NBSUse Only

NBS Signature (Required) Date Maximum EligibleHardship Amount

DATE TemplateCancelation of Old ISA

VENDOR NAMEVENDOR CONTACT PERSONVENDOR ADDRESSCITY, ST ZIP

Re: Cancelation of 403(b) Information Sharing Agreement

Dear VENDOR CONTACT NAME,

EMPLOYER NAME previously established a 403(b) Information Sharing Agreement withVENDOR NAME. We wish to cancel the Agreement immediately.

We have engaged the services of a third party administrator, National Benefit Services, LLC(NBS). NBS will establish and maintain a Provider/Information Sharing Agreement on ourbehalf.

• NBS has or will soon notify your company in writing that EMPLOYER NAME is nowcovered under an existing NBS 403(b) Provider/Information Sharing Agreement.

or

• NBS has or will soon contact your company with the opportunity to establish an NBS403 (b) Provider/Information Sharing Agreement.

In order for your company to remain a provider of our 403(b) plan, your company must establisha 403(b) Provider/Information Sharing Agreement with NBS. Please contact NBS at (800) 274-0503 ext. 5 if you have any questions.

Sincerely,

EXHIBIT N

of2

Doug Holt

From: James M. Adgar

To: Jessica McCliss

Cc:

Subject: FW: IDS Changes -

Attachments:

recent corporate email

Sent: Thu 6/25/2009 2: 17 PM

James M. AdgarCA Insurance Licence #0081748Registered Rep./457 Plan Administer Rep.TDS/Financial Network Investment Corp.510.851.1196 (Cell)

This message is intended for the recipient only and is not meant to be forwarded, or distributed in any other format This communication is forinformational purposes only. It is not intended as an offer or solicitation for the purchase or sale of any financial instrument, or secunty, or as anofficial confirmation of any transaction. TDS/Financial Network Investment Corporation does not accept purchase or redemptions of securities,instructions, or authonzations that are sent via e-mail. All market prices, data and other information are not warranted as to completeness oraccuracy and are subject to change without notice. Any comments or statements made herein do not necessanly reflect those of TDS/FinancialNetwork Investment Corporation, its subsidiaries, or affiliates. If you are not the intended recipient of this e-mail, please delete the e-mail..Member FINRA & SIPC

From: Anthony Tarantino [mailto:[email protected]]Sent: Tue 6/23/2009 1:06 PMTo: James Michael AdgarSubject: TDS Changes - recent corporate email

June 23, 2009DearJamesThings continue to occur at an ever increasing pace. I have beeninformed that the TDSGroup.org email system has been shut down.Hopefully you all set up your Financial Network email address. In factthe only way you will receive this is if you have a Financial Networkemail address as we have change everyone in our database. If you speakwith another Rep and they did not get this email, please tell them tocall Financial Network and get there email established.Yesterday, there was an email that was sent out by TDS corporate. Theemail stated that it's time to move over to Questar. There was a prelicensing kit attached to that email. I want to address two sentencesin the email.1) The last sentence of the 3rd paragraph states the following"Your pre-hire form needs to be submitted by no later than the end ofthis week to prevent any interruption of commissions."a. That is a completely false statement. Your commissions arepaid by the product providers to Financial Network. Financial Networkon a weekly basis pays you commissions based on your payout. TDS doesNOT control the flow of those commissions. They will continue to bepaid to you as long as your client is assigned to you. The only waythat client can be moved away from you is by your client signing a formthat states that they do not want to be your client any longer. In aprevious email I stated that there were NO Block Transfers.b. In fact the opposite is true. If you move your business over toQuestar, there will be an interruption of commissions. From the momentyou submit your resignation a clock starts to click. Financial Network

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%202.EML/FW:%20TDS... 7/25/2009

of2

will continue to pay commissions for the next 4 weeks. After 4 weeks itwill stop paying commissions. Any client of yours that has not signed atransfer form to your new B/D will no longer be paid to you. YOU WILLLOSE COMMISSIONS BY MOVING OVER TO QUESTAR.2) The last sentence of the 5th paragraph states the following "Youwill no longer be able to represent our firm in any school district."a. While it may be true that you can no longer represent TDS in aschool district, that does not prevent you from working with yourexisting clients in a school district or from seeking new business in aschool district. California along with many other states does notprevent you from selling in a school district.As the partners of BAR Financial, LLC have stated in the past "Wewelcome all Reps that are currently affiliated with TDS, to stay with usat Financial Network". We know that we can support you and yourbusiness model. Our goal is to continue to bring you the besttrainings, technology, and service that you deserve.Thank youAnthony Tarantino, PartnerBAR Financial, LLCRaising the BAR of Excellence to Serve You Better5 Kacey Ct, Suite 101Mechanicsburg, PA 17055Phone: 717-766-4551Fax: 717-691-3299Mobile: 717-319-5929Securities offered through Financial Network Investment Corporation,Member SIPC - BAR Financial, LLC and Financial Network are notaffliated.The information contained in this e-mail message, including attachments,isconfidential and intended solely for the addressee. It may containinformation that is protected by attorney-client privilege, work-product

doctrine, or other privileges, and may be restricted from disclosure byapplicable state and federal law. Any further distribution of thismessageis prohibited without the written consent of the sender. If you are nottheintended recipient of this message, be advised that any dissemination,distribution, copying or use of the contents of this message is strictly

prohibited. If you received this e-mail in error, please contact thesenderby reply e-mail and delete all copies of the original e-mail and anyattachments. Thank you.

http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%202.EML/FW:%20TDS... 7/25/2009

of3

Doug Holt

From: Bill KrebsTo: Jessica McCliss

Cc:

Subject: FW: IDS Changes -

Attachments:

recent corporate email

Sent: Wed 6/24/2009 10:28 AM

Respectfully,

William L. KrebsRegional ManagerCA Insurance License #0541279The TDS Group / Financial Network Investment Corp. Member SIPCBillK@tdsqroup. orqhttp://www. tasgroup. ortjOffice (800)975-6555x102Cell (805) 886-5664Fax (805) 882-0098117 W. Gutierrez StreetSanta Barbara, CA 93101


From: Anthony Tarantino [mailto:[email protected]]Sent: Tue 6/23/2009 1:08 PMTo: William L. KrebsSubject: TDS Changes - recent corporate email

June 23, 2009DearWilliamThings continue to occur at an ever increasing pace. I have beeninformed that the TDSGroup.org email system has been shut down.Hopefully you all set up your Financial Network email address. In factthe only way you will receive this is if you have a Financial Networkemail address as we have change everyone in our database. If you speakwith another Rep and they did not get this email, please tell them tocall Financial Network and get there email established.Yesterday, there was an email that was sent out by TDS corporate. Theemail stated that it's time to move over to Questar. There was a prelicensing kit attached to that email. I want to address two sentencesin the email.1) The last sentence of the 3rd paragraph states the following"Your pre-hire form needs to be submitted by no later than the end ofthis week to prevent any interruption of commissions."a. That is a completely false statement. Your commissions are


EXHIBIT O

• 11| fi'i - \ /1 / >|I he 1 Do Ciroiip

June 26,2009

Rocky Rocarnura3423 Gradell PlaceSan Jose, CA 95148

Please be advised that this letter constitutes notice that your affiliation with The IDSGroup under any agreements, written or verbal, is hereby terminated immediately.Based on this termination you are no longer authorized to contact any clients of TDSand/or represent to them that you are affiliated with TDS, directly or indirectly, in anycapacity.

Based on this termination you are hereby directed to return all TDS marketing materialsand company information in your possession to TDS immediately to the address listedbelow. Additionally, you are to immediately cease using any business cards which mayimply you are in any way associated with TDS.

Please confirm your receipt of this notice and return the requested items to TDS.

The TDS Group

Attention: Danielle Biagioni

6939 Sunrise Blvd, Suite 209

Citrus Heights, CA 95610

I wish you well in your future endeavors and appreciate your immediate response tothis request, Should you have any questions please feel free to contact me.

Sincerely,

Loy Douglas Holt

I he T!)S OrSuccors, AWc'/'Wil

June 26,2009

Rebecca Olsen14388 Union Ave.San Jose, CA 95124

Please be advised that this letter constitutes notice that your affiliation with The IDSGroup under any agreements, written or verbal, is hereby terminated immediately.Based on this termination you are no longer authorized to contact any clients of TDSand/or represent to them that you are affiliated with TDS, directly or indirectly, in anycapacity.



The TDS Group




I wish you well in your future endeavors and appreciate your immediate response tothis request, Should you have any questions please feel free to contact me.

Sincerely,

Loy Douglas Holt

•pi MM"\O t 1[ he IJJb lirou p

June 26,2009

William Krebs117 W.Gutierrez St.Santa Barbara, CA 93101

Please be advised that this letter constitutes notice that your affiliation with The IDSGroup under any agreements, written or verbal, is hereby terminated immediately.Based on this termination you are no longer authorized to contact any clients of IDSand/or represent to them that you are affiliated with TDS, directly or indirectly, in anycapacity.



The TDS Group




I wish you well in your future endeavors and appreciate your immediate response tothis request. Should you have any questions please feel free to contact me.

Sincerely,

Loy Douglas Holt

The TDS Group, Corporate Office

6939 Sunrise Blvd., Suite 209, Citrus Heights, CA 95610

Phone:(800)542-5829 FAX: (916) 723-3994

www.tdsgroup.org

FAXTo: Rebecca obe, Allen Riordan, Annie From: Danielle Biagioni

PhiIIips,Qara Zaya, David Kuga, David Kwan,

David Phillips, Doris Wang, Edgar Aguilera,

Fred Dowhower, George Allen, James Adgar,

Jeffrey dark, Kevin Witt Nicole Kikugawa,

Randy Kundmueller, Rocky Rocamura, Stacie

Bowman, Tony Green,Mostefa Rezai

Fax: 408-371-9364 Pages: 20

Phone: Date: June 26,2009

Re: CC:

f~| Per Your Request [^Urgent FlFor Review QPlease Comment

• Comments:

Original to follow in US Mail

Danielle Biagioni, Executive Assistant(800) 542-5829 * [email protected]

TNs message is intended for the recipient only and is not meant to be distributed to anyone else, unless previously agreed upon by the sender.This communication fs for informational purposes only. It is not intended as an offer or solicitation for the purchase or safe of any financialinstrument, or security, or as an official confirmation of any transacffpn, TDS/Pension Planners Securities Inc. does not accept purchase orredemptions of securities, instructions, or authorizations that are sent via fax. All market prices, data and other information are notwarrantor! ao lr> rnrnrtlptonfxK nr arrnrRru and aro «ithliv4 tn rJiAncw UMlhr.nl nntirp Anv r-rinimfmK nr vtefomonN niMo hwrffln i)r> nnt

EXHIBIT

MarkB.WIIIoughby

Board of EducationWiring students to learn, achieve, and succeed charles Robinson-

WJ. Evins, III, Vice ChairmanJoan Draper

John David FoutchJohnny Lattimore

T «»OT onno Bruce ParsleyJune 22, 2009 Kenny Rhody

Mr. Loy Douglas Holt, PresidentThe TDS Group6939 Sunrise Blvd., Suite 209Citrus Heights, CA 95610

RE: TDS Compliance Program 403b

Dear Mr. Holt,

This letter is written notification that the DeKalb County Board of Education willterminate the Compliance Agreement with TDS effective June 30,2009.

Sincerely,

MarkB. WilloughbyDirector of Schools

110 South Public Square • Smithville,Tennessee 37166 • (615) 597-4084 • Fax (615) 597-6326 • www.web.dekalb.k12tn.net

City of

CORCORANA MUNICIPAL CORPORATION FOUNDED 1914

June 26,2009

IDS Group6939 Sunrise Blvd Suite 209Citrus Heights, CA 95610

RE: City of Corcoran Deferred Compensation Program

Please be advised that the City of Corcoran is giving TDS Group 30 days notice toterminate its relationship as its third party administrator. No payrolls will be sent afterthe pay period ending July 29th, 2009 (checks issued July 31,2009).

Thank you for your service.

Ron HoggardCity Manager

CITY OFFICES:832 Whitley Avenue • Corcoran, CA 93212 • Phone 559/992-2151 • www.cityofcorcaraacom

MayorJohn Murray

Mayor Pro TernMary Hornsby

Council MembersJohn Plourde

Willard RodarmelWilliam Slegel

City of

LEMOORECALIFORNIA

Office of theCity Manager

119 Fox StreetLemoore * CA 93245

Phone * (559) 924-6700FAX « (559) 924-9003

IDS Group6939 Sunrise Blvd Suite 209Citrus Heights, CA 95610

RE: City of Lemoore Deferred Compensation Program

Please be advised that the City of Lemoore is giving TDS Group 30 days notice to terminate itsrelationship as its third party administrator. No payrolls will be sent after July 27lh, 2009.


Reg^fds,

Jdff Briltz, City ManagerCity of Lemoore

"In God We Trust"

MERCED IRRIGATION DISTRICT

July 24,2009

TDS Group6939 Sunrise Blvd Suite 209Citrus Heights, CA 95610

RE: Merced Irrigation District

Please be advised that the Merced Irrigation District is giving TDS Group notice toterminate its relationship as its third party administrator and common remitter. MercedIrrigation District rescinds any signing authority by TDS Group. No payrolls^will be sentafter August 24,2009. This is also to give notice that Ted Edminster is our agent ofrecord for all accounts set up by him, and no access is given to any representative of TDSGroup.


Andre UrquideiChief Financial Officer

Cc: Ted Edminster, Registered RepresentativeBob Blum, Director of Human Service, MEDDan Pope, General Manager, MID

744 West 20th Street^ P.O. BOX 2288 Merced, Califo rn I a 95344-0288

Administration / Electric Services (209) 722-5761 / FAX (209) 722-6421 / Water Resources Engineering (209) 722-5761 / FAX (209) 726-4176Finance \ Billing Dept. (209) 722-3041 / FAX (209) 722-1457 / Irrigation Operations (209) 722-2720 / FAX (209) 722-1457

904 N. Willow Ave.La Puente.CA 91746-1696

July 31, 2009

Loy Douglas Holt, PresidentThe IDS Group/Tax Deferred Services, Inc.6939 Sunrise Blvd., suite 209Citrus Heights, CA 95610

Dear Mr. Holt:

The purpose of this letter is to terminate the 457(b) Employer Agreement and the 403(b)Employer Agreement for (collectively referred to as the "Agreements") between theBassett Unified School District and the TDS Group/Tax Deferred Services, Inc.,effective immediately. Pursuant to the Agreements, we give you notice that The TDSGroup should no longer provide our district with 403(b) and/ or 457(b) deferredcompensation plan services as a third party administrator.

Thank you for your past services and we wish you all the best in your future endeavors.

Sincerely,

Jim BallardAssistant Superintendent, Business Services

A d m i n i s t r a t i v eOffice

3434 Marten Ave.San Jose, CA 95148

Ph: (408)223-3720Fax: (408) 223-3799

Governing BoardMembers

Nancy F. HopkinsGalv in D. JacksonBetty MartinezGai l A. TremaineRobert Rami rez

S u p e r i n t e n d e n t

George L. Perez

August 13, 2009

SENT VIA CERTIFIED MAIL AND FAX TO 916-221-5040

Tax Deferred Services, Inc.6939 Sunrise Blvd., Ste 209Citrus Heights, CA 95610

ATTENTION:

REFERENCE:

Dear Mr. Holt:

Douglas Holt

Third Party Administrative Services

This letter will serve as Mount Pleasant School District's notice to TaxDeferred Services, Inc. of the District's decision to terminate the agreementsfor Third Party Administrative Services for both our 403(b) Compliance and457 Deferred Compensation Plans. Termination was reviewed and approvedby the Board of Trustees on August 12,2009.

The effective date of the termination for bother services is August 13, 2009.

Regards,

Laura Phan, CPAAssistant Superintendent of Business and Operations

Cc: Payroll

88/14/2009 11:19 8058828098 TDS PAGE 02/03

Unified School district1665 WEST DRIVE

ADMINISTRATIVE OFFICES SAN MARINO. CALIFORNIA 91108-2594TELEPHONE. (626) 299-7000FAX: (626) 286-7010

August 3,2009

Mr. Douglas Holt, PresidentThe TDS Group/Tax Deferred Services, Inc.6939 Sunrise Blvd., Suite 209Citrus Heights, CA 95610

Dear Doug:

The purpose of this letter is to terminate the 457(b) Employer Agreement and the403(b) Employer Agreement for (collectively referred to as the "Agreements") betweenthe Sail Marino Unified School District and the TDS Group/Tax Deferred Services, Inc.effectively immediately. Pursuant to the Agreements, we give you notice that The TDSGroup should no longer provide our district with 403(b) and/or 457(b) deferredcompensation plan services as a third party administrator.

Thank you for your past services and we wish you all the best in your futureendeavors.

Sincerely,

(-<mHe BoucherAssistant Superintendent, Business Services

JB:lp

cc: Bill KrebsMaurice Saldebar

ITennessee School Boards Association

August 6, 2009

Doug Holt, PresidentThe TDS Group6939 Sunrise BlvdSuite 209Citrus Heights, CA 95610

Dear Mr. Holt:

It is the decision of the Tennessee School Boards Association to terminate theagreement between it and The TDS Group for the purpose of administering TSBA's403(b) plan. In order to adhere to the agreement between the parties, the effective dateof termination of the service agreement between the parties shall be August 15, 2009.

TSBA is effecting this termination pursuant to the terms of agreement between theparties herein, in accordance with paragraph 16 of The TDS Group's ComplianceProgram Employer Agreement and paragraph 12 of The TDS Group's Common RemitterEmployer Agreement.

Within 3 business days following your receipt of this termination notice, please commonremit any and all remaining funds on behalf of our participants to the respectiveproviders and provide us proof thereof. Should any funds be returned to TDS fromproviders at any point in the future, please forward those funds to us (the employer)within 24 hours of receipt.

Please forward to us copies of any and all compliance records at the address listed onthe agreements signed between us and TDS. These compliance records include anyloans, hardship distributions, intra-plan and inter-plan transfers, etc. which TDSapproved or denied on behalf of our participants, as well as any other compliancerelated records related to the services provided by TDS on behalf of our plan. Finally,please provide us written confirmation of your receipt of this letter at the address shownon the agreements between TDS and our school district.

Thank you for your prompt attention to this matter.

Sincerely,

'G/Y\L/v^

Dr. Tammy GrissomExecutive Director

525 BRICK CHURCH PARK DRIVE • NASHVIUJ. TN 37207 * TELEPHONE (61?) 815-3900 * (800) 448-6465 • FAX (615) 815-3911www.tsba.net

Assist ing school boards in effectively governing school districts

08/11/2009 11:50 7352785 PAGE 01

August 10, 2009

Gary Tartarean, Chief Operating OfficerThe IDS Group6939 Sunrise BlvdSuite 209Citrus Heights, CA 85610

Mr. Tartanian,

It is the decision of the Smith County School District Board of Education (BOE) to terminatethe agreement between it and The TDS Group for the purpose of administering the BOE's403(b) plan. In order to adhere to the agreement between the parses, the efface, date oftermination of the service agreement between the parties shall be.

The BOE is effecting this termination pursuant to the terms of agreement between the partiesherein, in accordance with paragraph 16 of The TDS Group's Compliance Program EmployerAgreement and paragraph 12 of The TDS Group's Common Remitter Employer Agreement.

Within 3 business days following your receipt of this termination notice, please common remitany and all remaining funds on behalf of our participants to the respective providers and provideus proof thereof. Should any funds be returned to TDS from providers after the date on whichthis termination notice is effective, and thereafter at any point in the future, please forward thosefunds to us (the employer) within 48 hours of receipt of such funds.

Please forward to us copies of any and all compliance records at the address listed on theagreements signed between the BOE and TDS. These compliance records include any loans,hardship distributions, infra-plan and inter-plan transfers, rollovers, etc. which TDS approved ordenied on behalf of our participants, as well as any other compliance records related to theservices provided by TDS on behalf of our participants and the Plan.

Finally, please provide us written confirmation of your receipt of this letter at the address listedon the agreements between TDS and our school district.

Thank you for your prompt attention to this matter.

Sincerely,

Titlk of Signatory:

11:89 7315B674I9 HOLLOW ROCK BRUCETGN PAGE 83

28590 BRO*0 STREET • P.O. BOX 135BKUC6TON, TENNESSEE 38317

www.hrbki2.org

ROD STURDIVANTDlflECTOR OF SCHOC

791-568-7657

August To, 2009

It is the decision of the Hollow Rock / Bruceton Special School District to terminate theagreement between h and the TDS Qtaaf for the purpose of administering said schooldistrict's 40J(b) plaa. h order to adhere to the agreement between 1he parties, theeffective date of tennlnatton of the service agreemeujt between the parties shall be August10.2009.

The Board of Education is effecting this termination pursuant to the terms of agreementbetween the parties herein in accordance with paragraph 16 of the EmployerAgrcemant/The TDS Group Compliance.

Within 3 business days following your receipt of Ibis termination notice, please commonremit any and all remaining funds on behalf of our participants to the respective providersand provide us proof thereof. Also, please forward copies of any and all compliancerecords to us at the address listed on the agreements we signed with TDS. Thesecompliance records include any loans, hardship distributions, intra-pJan and inter-plantransfers, etc, TDS approved or denied on behalf of our participants, as 'well as any othercompliance related records related to the services provided by TDS on behalf of our plan.

Finally, please provide as written confirmation of yaw receipt of this letter at the addressshown on the agreements between TDS and our school district

Thank you far your attention to this matter.

Sincerely,

RodSturidivantDirector of Schools

60

August 14,2009

SENT VIA CERTIFIED MAIL AND FAX TO 916 221-5040

Tax Deferred Service Inc.6939 Sunrise Blvd. Ste 209Citrus Heights, CA 95610

ATTENTION: Douglas Holt

REFERENCE: Third Party Administrative Services

Dear Mr. Holt:

This letter will serve as Evergreen School District's notice to Tax DeferredServices Inc. of the District's decision to terminate the agreements for Third PartyAdministrative Services for both our 403(b) Compliance and 457 DeferredCompensation Plans. Termination was reviewed and approved by the Board ofTrustees on August 13,2009.

The effective date of the termination for both services is August 14, 2009.

Regards,

Nelly YahgChief Financial Officer

cc: Payroll

District Administration Office3188 Quimby RoadSan Jose, California 95148Phone: (408) 270-6800Fax: (408) 274-3894

Superintendent: Clif BlackGoverning Board: Jeff Fischer

Carolyn ClarkMercilee ClaverieSylvia AlvarezVince Songcnyawon

te

\<* J 110A Elk Avenue, South 4$Fayetteville, Tennessee 37334

(931)433-5542Fax (931)433-7499

Board Members Billy J.Evans Board MembersMark Clark, Chinn. Director of Schools Jack Raby, Vice Chmn.

Joyce Eady , 2009 Jeff WhitmoreTom Holland, Jr. MO-TH DAY Dorothy Small, Ex OflicioAlice B. Palacio

Gary Tartarean, Chief Operating OfficerThe IDS Group6939 Sunrise BlvdSuite 209Citrus Heights, CA 95610

Mr.

It is the decision of the FaH£\W\JvUe Cv\-^ Board of Education (BOE) to terminate theagreement between it and The TDS Group for the purpose of administering the BOE's 403(b)plan. In order to adhere to the agreement between the parties, the effective date of terminationof the service agreement between the parties shall be .

The BOE is effecting this termination pursuant to the terms of agreement between the partiesherein, in accordance with paragraph 16 of The TDS Group's Compliance Program EmployerAgreement and paragraph 12 of The TDS Group's Common Remitter Employer Agreement.

Within 3 business days .following your receipt of this termination notice, please common remitany and all remaining funds on behalf of our participants to the respective providers and provideus proof thereof. Should any funds be returned to TDS from providers after the date on whichthis termination notice is effective, and thereafter at any point in the future, please forward thosefunds to us (the employer) within 48 hours of receipt of such funds.

Please forward to us copies of any and all compliance records at the address listed on theagreements signed between the BOE and TDS. These compliance records include any loans,hardship distributions, intra-plan and inter-plan transfers, rollovers, etc. which TDS approved ordenied on behalf of our participants, as well as any other compliance records related to theservices provided by TDS on behalf of our participants and the Plan.

Finally, please provide us written confirmation of your receipt of this letter at the address listedon the agreements between TDS and our school district.

Thank you for-your prompt attention to this matter. - • ":

Sincerely, : --•. •• • ' : •••'• "" •' ' :. •'; • " -' • . • • • - • •'

. 12

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MICHAEL T. STOLLER, ESQ. SEN 120241LAW OFFICES OF MICHAEL T. STOLLER, APC9454 WILSHIRE BLVD., SUITE 500BEVERLY HILLS, CALIFORNIA 90212Telephone: 818-226-4040Facsimile : 818-226-4044


O'NLJUHSEn

AUG 1 8 2009

By.A O'Donnell



TAX DEFERRED SERVICES, INC.,a California Corporation,

Plaintiffs

vs.

THE IRA CENTER, a CaliforniaCorporation; RANDY SCIANNA, anindividual; RENE ROCAMORA, anindividual; REBECCA OLSON, anindividual; EMPLOYEE BENEFITSERVICES, INC, a CaliforniaCorporation; WILLIAM L. KREBS,an individual; PENSION PLANNERSSECURITIES, INC, a CaliforniaCorporation; GINA DUREYA, anindividual; BAR FINANCIAL, LLC aCalifornia Limited Liability Company;ANTHONY TARANTINO, anindividual and DOES 1-100, inclusive,

Defendants.

CASE NO. 34-2009-00055591

DECLARATION OF ALONZOWICKERS IN SUPPORT OFEX PARTE APPLICATION FOR ATEMPORARY RESTRAININGORDER AND AN ORDER TO SHOWCAUSE RE PRELIMINARYINJUNCTION[Concurrently Filed With Ex ParteApplication; Memorandum of Pointsand Authorities; and Proposed Order]

Date: August 18, 2009Time: 2:15 p.m.Dept: 54

1ALONZO WICKERS DECLARATION

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I, ALONZO WICKERS, declare as follows:

1. I am the founder and former CEO of THE IDS GROUP, INC.

("TDS"), the Plaintiff in this action, and if called as a witness, I could and would

competently testify to the following facts as being within my own personal knowledge,

except for that stated on information and belief.

2. TDS has brought this action against Defendants THE IRA CENTER,

a California Corporation ("IRA"), RANDY SCIANNA ("SCIANNA"), RENE

ROCAMORA ("ROCAMORA"), REBECCA OLSEN, WILLIAM L. KREBS and

EMPLOYEE BENEFIT SERVICES, INC., a California Corporation, who have and

continue to infringe TDS' trademarks and service marks; who have and continue to make

misrepresentations in the marketplace that are damaging to TDS' reputation, and its existing

and prospective economic advantage; and who have and continue to interfere with TDS'

customer relationships and otherwise to compete unfairly and unlawfully with TDS, and

with the assistance of Defendants GINA DUREYA ("DUREYA"), PENSION PLANNERS

SECURITIES, INC., a California Corporation ("PPSI"), ANTHONY TARANTINO

("TARANTINO"), JOHN BRACKETT, ERIC A. HUCK and BAR FINANCIAL, LLC, a

California Limited Liability Company ("BAR") as co-conspirators with the goal of putting

TDS out of business. If immediate relief is not granted by this court, TDS faces the loss of

much, if not all, of the business it has spent decades building up and maintaining.

3. TDS therefore seeks a Temporary Restraining Order, preliminary and,

ultimately, permanent injunction:

(a) enjoining all Defendants from misrepresenting that they, or

any of them, are authorized by, related to, affiliated with, or otherwise associated

with TDS;

(b) enjoining all Defendants from retaining and/or using

"TDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any

other trademark or service mark that is confusingly similar to a trademark or


ALONZO WICKERS DECLARATION

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(c) enjoining all Defendants from 1) misrepresentation and

disparagement of TDS' financial condition and purported regulatory problems and

2) unfairly soliciting TDS' existing representatives, and 3) from interfering with TDS'

contracts with and selling to TDS' existing customers the financial services provided by

TDS.

4. Plaintiff TDS also seeks an accounting of the commissions from

wrongful sales and/or diverted (illegal churning of accounts) sales of financial services by

Defendants; damages according to proof; and restitution of all monies unlawfully gained by

Defendants due to the conduct alleged herein.

Background

5. Beginning in or about 1979, TDS has been a Plan Administrator, as that

term was commonly known, which provides administrative services to non-profit Public

Schools, County Offices of Education and/or Community Colleges throughout the United States

(hereinafter "School Districts"). Typically, members of these groups are school employees who

are eligible to create certain defined contribution retirement plans, commonly known as Internal

Revenue Code Section 457 or 403(b) Plans. These Plans allow school employees to save money

from their earnings and to purchase certain financial products from life insurance companies

and mutual funds. The services that TDS provides as a Plan Administrator include, among

other things, being the Compliance Administrator for the various defined contribution plans,

which plans require compliance with federal and state tax regulations, and being the common

remitter (i.e., monthly gross payments from the schools are allocated and paid to each vendor

that has established a financial product for an individual teacher). By virtue of these contracts,

TDS has become the financial advisor to the school employees and end participants. In addition

to the Plan Administrator Services, these contracts provide that TDS shall be the exclusive plan

provider for 457 accounts. Over time TDS has developed a reputation as a trustworthy source

of information and a reliable endorsement of other companies that provide financial services.

6. Since 1979, Tax Deferred Services, Inc. adopted the trademarks and/or

service marks "Tax Deferred Services" and "TDS", which it clearly imprinted on business cards,


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payroll flyers, logos, stationery, brochures and other marketing materials that were extensively

and continuously utilized to promote and provide its services and financial products. On or

about July 14, 2006,1 caused THE IDS GROUP, INC. to be formed (hereinafter "THE TDS

GROUP"), which became the successor in all rights and interest to TAX DEFERRED

SERVICES, INC. and which adopted the trademark and/or service mark "THE TDS GROUP,

INC." which it clearly imprinted on business cards, payroll fliers, logos, stationery, brochures

and other certain marketing materials that were used to provide its services and financial

products. We have extensively and continuously used THE TDS GROUP trademark and service

mark in the marketing and sale of services and financial products since July 14, 2006 and has

continued to use the trademarks and service marks TAX DEFERRED SERVICES, INC. and

TDS, as well.

7. TDS has extensively advertised and promoted the trademarks and service

marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to Public

Schools, County Offices of Education and/or Community Colleges and teachers through the

United States, through various methods of advertisements. As a result of these activities the

public, including non-profits, School Districts, County Offices of Education and/or Community

Colleges and teachers through the United States, has come to know of TDS and recognize these

trademarks and service marks as being associated exclusively with TDS. TDS trademarks and

service marks are an asset of inestimable value to TDS, representing and embodying its goodwill

and favorable reputation.

8. In order to provide Plan Administrator services to the various School

Districts, County Offices of Education and Community Colleges, TDS entered into agreements

with certain entities and individuals to act as representatives of TDS and licensed the use of its


9. In addition to providing the Plan Administrator services, Loy Douglas

Holt and I, the principals of TDS, were also licensed to sell financial products including life

insurance and securities and in that capacity developed a network of licensed representatives to

sell certain financial service products to school employees that included, among other things, life


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insurance and annuities. In order to facilitate providing these services, TDS entered into an

arrangement with a Broker/Dealer who was positioned over the entire network of TDS licensed

representatives. The Broker/Dealer would receive commissions from the various life insurance

companies and mutual funds and pay TDS and the respective TDS representatives their shares of

commission realized from any sale of financial products. To assist the Broker/Dealer in

administration of the financial products being purchased and the payment of the fees associated

with them, the Broker/Dealer appointed me as one of the principals of TDS as the Office

Supervisor Jurisdiction ("OSJ") who supervised all the Broker/Dealer representatives and the

quality of the financial products sold under the Broker/Dealer, which enabled me to earn a

greater portion of the commission revenue generated.

10. Over the past 30 years that TDS has been in business we have controlled

the change of Broker/Dealers for our network on several occasions, always able to transfer its

Book of Business to the new Broker/Dealers and I as a principal of TDS always remained the

OSJ.

11. On or about September 2002, TDS changed its Broker/Dealer to defendant

PPSI which was owned by defendant DUREYA. At that time as usual, I as a principal of TDS

was the OSJ to assist her in administration. And further, PPSI approved the TDS activity as the

Plan Administrator when adopting Mr. Holts' and myself as licensed agents along with the

network of licensed representatives that were loyal to TDS and would operate under the PPSI

Broker/Dealer license.

12. On or about August 30, 2002, TDS ("Franchisor") and Defendants,

SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist

TDS in marketing and providing its Plan Administrator services and expanding its network. A

true and correct copy of the Franchise Agreement is attached hereto as Exhibit "A." A similar

agreement was entered into with defendant Krebs and TDS.

13. From on or about August 30, 2002 up through September, 2008 the

defendants IRA and KREBS operated under the terms and conditions of the Franchise

Agreement without incident.


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14. As set forth in Mr. Holt's Declaration, after Ms. Dureya sold her

broker/dealer to BAR, the TDS Plan Administration business that I started over 30 years ago

became somehow unacceptable even despite operating with Ms. Dureya for the previous six (6)

years. About September 2008, upon the completed acquisition of defendant PPSI by defendant

BAR Financial, I was notified by defendant DUREYA, as an officer of BAR, that FNIC rejected

the Plan Administrator services by TDS and that a business affiliate of FNIC, through its parent

ING, specifically "ING Plan With Ease," would be taking over the Plan Administrator services

for all of the TDS clients. The intended outcome of this change was to eliminate TDS as a

competitor to the defendants by putting them out of business. As I stated above, TDS developed

a reputation within the School Districts, that it was a trustworthy source of information and a

reliable endorsement of other companies that provide financial services. However, since the sale

and subsequent actions taken by defendants, TDS' reputation and mine have been under

relentless attacks of accusations that the company has financial troubles, that common remitter

checks to vendors were being returned NSF, and that I am being audited by the SEC, all of which

are false and untrue.

15. I am aware of the various incidents stated in Mr. Holts' declaration which

describe the coordinated efforts to ruin TDS' business and prior to stepping down as CEO,

received the following information:

On or about May 7, 2009,1 spoke with Dianne Johnson, a TDS representative in

Tennessee, who reported she was contacted by Defendants TARANTINO and BAR and told that

"TDS would be going out of business in 60 to 90 days." She asked how that was possible and

defendant TARANTINO stated that many of the TDS representatives were going to leave TDS

and transfer TDS' School District clients to a new 403(b) Plan Administrator, which would result

in TDS losing its commissions paid to me, and they would not be able to stay in business when

this income stopped. Defendant TARANTINO further advised that he was sponsoring a meeting

through BAR Financial to facilitate this outcome in San Francisco and asked her to attend.


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foregoing is true and correct. Executed this 17th day of August, 2009, att

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4' ^ALONZO WICKERS

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California.

EXHIBIT A

, 17 !

FRANCHISE AGREEMENT

THIS AGREEMENT is signed on "lQ ' - « 2003 betweenTAX DEFERRED SERVICES, INC., a 1,'Mi a corporation, andCOMPLIANCE ADMINISTRATIVE SERVICES, ,WC,, a, .....corporation (the "Franchisor") and THE IRA CENTER, a California corporation(the "Franchisee").

BACKGROUND

A. The. Franchisor has the right to license certaJn.tr de.snames, trademarks,service marks, logos, photographs and Indicia or origin, including theservice mark TAX DEFERRED SERVICES," as may be designated nowor later by the Franchisor (the "Proprietary Marks").

i

B. The Franchisor grants a license to use the Proprietary Marks, and financialplanning services operating under the name TAX DEFERRED SERVICES('TDS").

• .teivtC. The Franchisee desires to acquire from the Franchisor and the Franchisor

desires 10 grant to the Franchises a license to use the Proprietary Marksand any financial materials at a specified Ideation within a designated •geographical area, subject to and in accordance with I the terms Of thisAgreement (the TDS Franchise").

The parties agree as follows; i

1. GRANT OF LOCATION

1.1 The Franchisor grants to tha Franchisee, upon the terms containedIn this Agreement, the right, and the Franchisee undertakes the obligation, toestablish and operate a TDS Franchise.

1.2 The TDS Franchise will be located solely at 14388 Union Avenue,Sao Jose, California 95124 (the "Location"). Tha Franchisee may not relocatethe TDS Franchise without the written approval of the Franchisor, which approvalmay not be unreasonably withheld or delayed.

1.3 The Franchisor agrees that it will not grant anolher TDS Franchiseor establish for itself a company-owned TDS Franchise within the followingspecified area:

Within Santa Clara County

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(iha "Designated Territory"), Provided, however, that the Franchises meet thespecified sales goals stated In Section 5; and further provided, that theFranchisor, as well as the Franchisor's Affiliates reserve expressly the right toconduct In Ks or their sole discretion any promotional function or activity within oroutside of the' Designated Territory, including, but not limited to," luncheonmeetings, sending mailers and other types of promotions. In addition, theFranchisor reserves the right to offer and self any financial products bearing theProprietary Marks to persons or entitles of the Franchisor's own choosing, withinthe Designated Territory. Further definition of "Designated Territory" would beany school district thatTDS chooses outside of the Santa Clara County area thatTDS requires the Franchisee to provide trained representatives foi" purposes ofserving that school district. Any sales or accounts that have been openedelectronically (via the Web) would be considered the FranoisWs rtgW ofterritorial domain and be commissioned and considered revenue to be receivedby the Franchisee.

2. DUTIES OF THE FRANCHISES

2,1 During this Agreement, the Franchisee will restrict his or heractivities exclusively to financial services for public or private ftdnnatifth at ..

TDS" Franchise, uniesotherwige approved in writing by the~~

2.2 The Franchisee will obtain all required government licensesand permits for the establishment and operation of the TDS Franchise andmaintain these licenses and permits in full force and effect throughout thisAgreement The Franchisee will operate the TDS Franchise incompliance wilh all applicable local, state and federal! statutes, rules,ordinances and regulations and will take prompt and immediate action tocorrect any violation stated in any notice issued by any governmental ormunicipal authority with respect to the establishment and/or operation ofthe TDS Franchise. The Franchisee will comply with all governmentalorders or decrees Issued by any federal, state or local agency wilh respectto the TDS Franchise.

2.3 The Franchisee must employ a sufficient nUmber of qualifiedrepresentatives and other personnel to successfully and Efficiently operatethe TOS Franchise including the following:

2.3.1 The Franchisee agrees to maintain; and assure thathis or her employees maintain the highest qualify standards ofprofessionalism and integrity in the operation of the TD3 Franchise.

2.3.2 The Franchisee agrees to conduct ongoing trainingclasses for its representatives.

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2,3.3 The Franchisee agrees to screen carefullyprospective trainees and staff applicants before employment and toemploy only those who have good moral character, experience andtraining.

2.4 The interior and exterior d6cor of the TDS Franchise, as wellas the Location, must be tasteful, In accordance with local communitystandards and with due regard at ail times to the preservation of thedignity and quality associated with the Proprietary Marks. Tne Franchiseewill maintain the TDS Franchise premises in the highest degree ofcleanliness, attractiveness, orderliness, sanitation and repair, and willmake ail additions, alterations, repairs and replacements to the premisesas may be required for that purpose including the periodic repainting orreplacement of obsolete signs, furnishings, equipment and de"cor as theFranchisor may reasonably direct,

2.5 The Franchisee will operate the TDS Franchise and ailactivities in conformity with the standards, operating procedures andpolicies stated by the Franchisor, and as- the Franchisor-may otherwisereasonably prescribe in writing.

2.6 In order to protect the goodwill associated with theProprietary Marks, the Franchisee will use exclusively the services andproducts authorized by TDS Products and Services Approval Committee.

2.7 The Franchisee will permit the Franchisor ajhd Its agents ordesignated representatives to enter the TDS Franchise, without priornotice, during normal, business hours for the purpose of conductinginspections; will cooperate fully with the Franchisor's agents orrepresentatives in these inspections by rendering the assistance as theymay reasonably request Upon written notice from the Franchisor, or itsagents or representatives, and without limiting tne Franchisor's otherrights under this Agreement, the Franchisee will take all-'steps as may benecessary to correct any deficiencies detected during these InspectionsIncluding immediately desisting from any action in violation of therequirements Imposed upon the Franchisee by this Agreement

3. OBLIGATIONS OF THE FRANCHISOR

3.1 The Franchisor or its designated representatives will, uponreasonable request, consult with and advise the Franchisee by mall or bytelephone with respect to matters pertaining to the servicing of public orprivate schools.

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5.1 i The Franchisee's rights to the Desjflnatgrf Tftfrfo'y am_gxpres3ly conditioned upon the Nartftftisea'^^levlngj^ertainannuatjuoiaT"or minimum Gross jggvenues In connection with 'the I' PSFranchise as Follows; " • - '•

See Exhibit A attached hereto

5.2 if the Franchisee fails to meet the specified goals stated inSection 5,1 for any periods, all of the Franchisee's rights In andto territorial protection In the Designated Territory permanently cease andthe Franchisor may, in its sole discretion, franchise other TDS Franchisesor operate a TDS Franchise within the Designated Territory. However, allrenewal and trailer commissions earned by the Franchisee prior totermination of this Agreement would continue as long as the businessstays on the books. All other remaining terms of this Agreement .continue.

4. FEES

4.1 The Franchisee will pay to the Franchisor a continuing feeduring this Agreement In an amount equal to ten (10%) percent^ theFranchisee's "Gross Revenues".

4.2 "Gross Revenues" means the amount of -all revenue \received by the Franchisee In the form of commissions from any and all \new transactions and from any commissions derived frora any and allbusiness revenue received from electronic transactions (via the Web)within the Designated Territory of this Franchise from the date of thisAgreement

4.3 if any fee or other amount due undar this Agreement is notpaid within ten (10) days after the payment issue, the Franchisee will paya service charge equal to the lesser of the daity equivalent of 18% peryear, or the highest -rate then permitted by applicable law, fdr each day theamount is past dua. If it Is necessary for the Franchisor to employ anattorney to collect any amount dua from the Franchises under thisAgreement, the Franchisee agrees to pay all costs of collectlorv, includinga reasonable attorney's fee.

5, RIGHTS TO TERRITORIAL PROTECTION

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6. INSURANCE

6.1 The Franchisee agrees to obtain before the opening of theFranchise, and maintain In fulf fores and effect during this Agreement.Errors and Omissions insurance for any producer representing theFranchisee, • ' "! ' :"H"' ;••••'••'"- •-»--"•"

8.2 These policies must include, at a minimum (except asadditional coverages and higher policy limits are reasonably specified forall franchisees by the Franchisor In writing) the following;

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6.2.1 Errors & Omission Insurance to be kept at levefe to satisfyBroker Dealer requirements,

8.2.2 Franchisee agrees to obtain before opening of theFranchise, and maintain in full force and effect during thisAgreement, general liability Insurance naming TDS as additionalinsured (minimum coverage to be specified by TDS).'

7, ADVERTISING AND BUSINESS PROMOTION

7.1 All advertising- and business promotion conducted by theFranchisee In any medium (Including print, video or audio) must beConducted in a tasteful and dignified manner and must bs conductedconsistent with the dignity and integrity of the Proprietary Marks, Inaccordance v/ith good business practices. The Franchisor may, In its solediscretion, object to and have the right (o terminate the Franchisee's useof the Proprietary Marks,.. ;

7.2 The Franchisee will display the Proprietary Marks in themanner prescribed by the Franchisor In-hla or her acf(vRies and on allstationery, business cards, operational forms and printed signs and allother advertising and promotion materials used In connection with theTDS Franchise. All displays of the Proprietary Marks, Including all Interiorand exterior signs, must clearly state and identify the'Franchisee as aTDS Franchise," In the specific form required by the Franchisor.

7.3 The Franchisee will submit to the Franchisor for approvalsamples of all advertising and promotional plans and f materials and ailother materials and all other materials displaying- the Proprietary Marksthat the Franchisee desires to use and lhat have not been prepared orpreviously approved by the Franchisor, The Franchisor has the tfght todisapprove the plans and materials for failure to be consistent with thegoodwill associated with the Proprietary Marks, upon notice in writing to

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the Franchisee within thirty (30) days from the date o\ ,«2cefpt by theFranchisor of the plans and materials,

8, CONDITIONS OF TRANSFER OR SALE OF INTEREST

8.1 The Franchisor has the right to transfer or assign this.Agreement, and all or any part of its rights or obligations in thisAgreement, to any person or legal entity.

8.2 This TDS Franchise Is personal to the Franchisee, TheFranchisee will not sell, assign, transfer or convey the following withoutthe prior written consent of the Franchisor:

8.2.1 The TDS Franchise;*

a.z.2 Any right or interest created by this Agreement;

8.2.3 Tha ownership intersats in the Franchisee;

8.2.4 Thia Agreement.

8:3 The TDS Franchise- may not be divided or otherwisesegregated and sold or transferred by the Franchisee, The Franchisor willnot, however, unreasonably withhold "or delay its consent jto a transfer ofthe TDS Franchise or any ownership Interests in the Franchisee, providedthat all of the following-conditions are met before the time of the proposedtransfer:

'*** * .

8.3-1 All of the Franchisee's accrued monetary obligationsto the Franchisor have been satisfied;

8.3.2 The Franchisee's right to receive compensation must• be subordinated and secondary to the Franchisor's! rights to receive

compensation and have satisfied any outstanding monetaryobligations or other outstanding obligations 'due from theFranchisee;

8.3.3 if permitted by applicable law, the Franchisee mustsign a general release under seal, In a form satisfactory to theFranchisor, of all claims against the Franchisor and Its affiliates,and each of their officers, directors, shareholders and employees,in their corporate and Individual capacities, including claims arisingunder federal, state and local laws, rules and ordinances;

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8.3.4 The transferee must demonstrate to t „' Franchisor'ssatisfaction that he of she meets the Franchisor's (educational,managerial and business standards, possesses a good aptitude,moral character, business reputation and ability ;as may beevidenced by prior related business experience or otherwise; hasadequate financial resources and capital to own and operate theTDS Franchise and has no material, prior unresolved problemsrelated to financial planning services, The Franchisee will providethe Franchisor with any information that the Franchisor mayreasonably require to make Its determination concerning eachproposed transfer.

8.3.5 The transferee must sign (and/or, upon theFranchisor's request, cause all interested parties, to sign) theFranchisor's then-current standard form franchise agreement andother ancJHary agreements as the .franchisor may require; and

8.3.6 The Franchisor must receive folly signed copies of alldocuments in connection with the proposed transfer including acompleted standard franchise application form, together with ailrequired supporting documentation. The failure!to submit theinformation required in the Franchisor's then-current standard'application farm, including all required supporting'documentation, isreasonable grounds for rejection of the proposed transfer.

8.4 Any purported assignment, transfer, conveyance orencumbrance of Hie TDS Franchise, any right or Interest created In thisAgreement, or of any ownership interest in the Franchisee, without.thewritten consent of the Franchisor, Is null and void,land results Intermination of this Agreement, as stated In Article 9.

8.5 The Franchisors consent to a transfer of any interestgranted In this Agreement does not constitute a waiver of any claims theFranchisor may have against the transferring party, nor Deemed a waiverof the Franchisor's rights to demand exact compliance' with any of theterms of this Agreement by the transferee.

8.6 It is agreed that. since Franchisee haa been an integral partof bringing this Franchise.. tojfjaittton. uporLany sals oftTDS. Franchiseeshall have the option of being a part of the sale: tha value to ba negotiatedbetween TDS and the Franchisee known as The IRA Center1'.

9, DEFAULT AND TERMINATION

9.1 Except as otherwise provided by applicable law, theFranchisee will ba deemed to be in default under this Agreement, and this

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Agreement and ail rights granted In this Agreement wii. automaticallyterminals without opportunity to cure and without notice by the Franchisorto the Franchisee, if the Franchisee files any petition in1 bankruptcy,voluntary or involuntary.

i9,2 Except as otherwise provided by applicable law, the

Franchisee will be deemed in default under Ihis Agreement and thaFranchisor may, at its option, terminate this Agreement gnd all rightsgranted in this Agreement without affording the Franchisee anyopportunity to cura the default, with the termination effective Immediatelyupon the earlier of receipt of notice of termination by the Franchisee or. ifthe notice of termination Is deposited by the Franchisor in-JUnited Statesmails, certified mail; then fh/e (5) days after the mailing by ttjie Franchisor,upon the occurrence of any of the, following events:

0.2.1 The Franchisee becomes insolvent or, In theFranchisor's reasonable opinion, the Franchisee cannot fulfill his orher obligations to TDS client or to tile Franchisor, as provided inthis Agreement;

9.2.2 The Franchisee makes an assignment'for the benefitof his or her creditors;

9.2.3 The Franchisee admits in writing his or her Inability topay his or her debts generally as they become due;

g.2.4 The Franchisee suffers temporary or permanentlyappointed receivership;

9.2.5 -The Franchisee is. convicted of a felony or any othercrime or offense, including any violation of SEC rules, that Isreasonably likely, in the sole opinion of the Franchisor, to adverselyaffect the Franchisor, the Proprietary Marks, or the goodwillassociated with the Proprietary Marks;

9.2.6 The Franchisee attempts to, or purports lo, transferany rights, or obligations under this Agreement, or otherwise, to anythird party, contrary to the terms of Article 8;

9.2.7 Ths Franchisee falls to comply with the covenantsstated In Article 11;

9.2.8 The Franchisee, fails to pay 10% of the Franchisee'sgross revenue or other payments on specific due dates toFranchisor.

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9.3 Except as stated In Sections 9.1 and 9.2, ^ il except asotherwise provided by applicable law, the Franchisee has ap days afterreceipt from the Franchisor of a written notice of default within which toremedy a default of any of the terms of this Agreement, as stated In thewritten notice of default, and provide written evidence off cure to thesatisfaction of the Franchisor. If the notice of default Is deposited by theFranchisor in United States malla, certified mail, then receipt will bepresumed 5 days after mailing by the Franchisor. If any default Is notcured within the 80 day period (or longer period as applicable law may.otherwise require), the Franchisor may, at its option, terminate (hisAgreement and all rights granted in this Agreement without affording theFranchisee any further opportunity to cure the default, with termination tobe effective immediately upon the depositing -of the notice of terminationby the Franchisor in the United States Mail, certified mail.

10. OBLIGATIONS UPON TERMINATION

Upon the termination of this Agreement by either the Franchisee or theFranchisor, by operation4 of law, the Franchisee's obligations are as follows:

10.1 The- Franchisee will immediately cease to operate the TDSFranchise and Is prohibited thereafter from either directly or indirectlyrepresenting himself or herself to the public, or to any person, that he orshe is a presenter former TDS Franchisee,

10.2 The Franchisee will Immediately and permanently cease touse, by advertising or any other manner, the trademarks, trade names,service marks, signs, structures and other forms of advertising and Indiciaas a TDS Franchisee, including all materials and articles displaying theProprietary Marks and agrees to turn over all discs, systerris, trade secretsand any other materials provided by TDS without duplication or copying,

10.3 The Franchisee must take all action as may be required tocancel all assumed names or equivalent fictitious name registrationsrelating to use of the Proprietary Marks and any other related marks inconnection with TDS Franchise. '

10.4 The Franchisee will not use any reproduction, counterfeit,copy or other Imitation of the Proprietary Marks that afe likely to causeconfusion, mistake or deception, or to dilute the Franchisor's exclusiverights In and to tha Proprietary Marks, nor utilize any designation of originor description or representation falsely suggesting or-'representing anassociation or connection with the Franchisor which constitutes unfaircompetition, in any business which ft may thereafter engage.

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10.5 The Franchisee will promptly pay all sums! owing to theFranchisor. The Franchisee will also pay all damages, costs andexpenses^ Including reasonable attorney's fees incurred byl-the Franchisoras a result of a default by the Franchisee which resulted fn termination ofthis Agreement, Including all fees and costs in obtaining Injpnctlve or otherrelief for the enforcement of the Franchisee's obligations In Jhls Article,

11. COVENANTS

11.1 The Franchisee agrees that during the term of thisAgreement, except as otherwise approved In writing by : the Franchisor,which approval will not be unreasonably withheld or delayed, theFranchisee wJU personally devote his or her full time, energy and bestefforts to the management and operation of the TDS Franchise,

11.2 Ths Franchisee agrees that during the term of thisAgreement, the Franchisee will not, either directly or indirectly, for himselfor herself, or through, on behalf of, or in conjunction foith any person,persons, partnership or corporation:

1 1 .2.1 Divert or attempt to divert any business or customer \from the TDS Franchise to any competitor, by 'direct or Indirect \inducement or otherwise, or do or perform, directly or indirectly, anyother act injurious or prejudicial to the goodwill associated with the IProprietary Marks; J

11, 2,2 Employ or seek to employ any person, who Is at thattime currently employed by any other TDS Franchise or had beenemployed by any other TDS Franchise in the pi-evloua ninety (90)days, or dlre'ctly or Indirectly, Induce that person to leave hte or heremployment, without the written consent of the cyrrent or previousemployer of the

11. 2.3 Own, maintain, engage in or haveiany interest In anybusiness specializing, In whole fcr In part, financial planningservices, other than as a TDS Franchisee,

12. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

12.1 It is agreed by the parties that this Agreement does notoreate a fiduciary relationship between or among them'. The Franchisee isan independent contractor, Nothing in thfe Agreement Is Intended toconstitute or construe the Franchises as an agent, legal representative,

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subsidiary, joint venture, partner, affiliate, employee 01 Servant Of theFranchisor for any purpose.

12.2 It is agreed that nothing In this Agreement authorizes theFranchisee to make any contract, agreement, warranty or representationon the Franchisor's behalf, or to Inour any debt or other obligation in theFranchisor's name* The Franchisor will not assume liability for, or bedeemed liable under this Agreement, as a result of any action, or byreason of any act or omission of the Franchisee, his or her employees oragent, fn hls-or her conduct of the TDS Franchise,

12.3 The Franchisee indemnifies the Franchisor, its parentcompany and its affiliates, as well as their respective officers, employees,partners, directors and shareholders (for purposes of this Section only, allare (collectively, the "Company") and holds the Company, and each ofthem, harmless from, against, for and In .respect of any damages, losses,obligations, liabilities, claims, deficiencies, costs and expenses, includingreasonable attorney's lees and other costs and expenses. Incident to anysuit, action, investigation, claim or proceeding {collectively, the"Company's Losses") suffered, sustained, incurred or required ta be paidby Company, or any of them, by reason of any representation, act,commission or omission of the Franchisee, his or her agents servants,employees, guests or visitors, with respect to;

(a) The establishment and operation of the TDSFranchise;

(b) The TDS Franchise;

(c) Any suit, action, claim or proceeding brought by anyparson or entity within the Designated Territory during the term, andrenewals wfth respect to the TDS Franchise irrespective of whenthe claim arose;

(d) Any failure by the Franchisee to obseive or performhis or her covenants and agreements stated In this Agreement; or

(e) Any injury to, or loss of property oft any clients of theTDS Franchise,

Alf of the Company's Losses must be satisfied by cash payments from theFranchisee to the Company. The Franchisee will, fn writing, nbtify the Franchisorimmediately as to any suit, action, Investigation, claim of proceeding for whichindemnification might be claimed by the Company, of any of them, Upon receiptof any notice of suit, action, Investigation, claim or proceeding for whichindemnification might be claimed by the Company, or any of them, the Company

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will ba entitled promptly to defend, prosecute, contest or otherwM protect itself,by counsel of its own choosing, at the Franchisee's sole coat and expense. TheFranchisee has the right to select hjs or her own counsel; provided, thatattorney's fees and costs for this counsel are paid by the Franchisee, theCompany is entitled to control the defense or prosecution of the iftlgation, unlessthe Company has consented in writing to -allow the Franchisee to control thelitigation.

13. NOTICESt

Any notices required or permitted under this Agreement must be jn writingand be personally delivered or mailed by certified or registered mail, returnreceipt requested, to. the respective parties at the following addresses unless anduntil a different address has been designated by written notice to the other party:

Notices to the Franchiser; Wfth a copy to;

Mr, Al Wickers & Mr, Doug Holt Counsel for IDS; 'Tax Deferred Services, Inc.5740 Windmill Way, #18 . .Carmfchael, CA 9S60B •

Notices to the Franchisee:

Mr. Randy Scianna, on behalf ofThe IRA Center, inc.14388 Union AvenueSan Jose, CA 95124

14. ENTIRE AGREEMENT

This Agreement and the documents .referred to irl this Agreementconstitute the entire, full and complete agreement between trje Franchisor andthe Franchisee concerning the subject matter of this Agreement, atvUupersedeall prior agreements. No other representations have been made by theFranchisor or its agents to induce the Franchisee to sign this Agreement Noamendment, change or variance from this Agreement is binding on either partyunless mutually agreed to in writing by the parties and signed by thaJr authorizedofficers or agents In writing.

TAX DEFERRED SERVICES, INC.

09/28/2004 iwfi Az:lo fTT/ov m

tax deferred services lawsuit

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