STIPULATION AND ORDER RE: ESTABLISHMENT OF QUALIFIED SETTLEMENT FUND

DONNA M. RYU, Magistrate Judge.

Plaintiffs Charlotte B. Milliner (as trustee of the Charlotte B. Milliner Trust dated January 30, 1997, and as owner and holder of the CHARLOTTE B. MILLINER SEP IRA), and Joanne Brem (as Trustee of the Van Santen-Brem Revocable Trust)("Plaintiffs); and Defendant Mutual Securities, Inc., ("Defendant"), have entered into a Settlement Agreement (the "Settlement Agreement") in this Action;

Pursuant to the terms of the Settlement Agreement, the parties have agreed to establish a Qualified Settlement Fund ("QSF") under Internal Revenue Code §468B and Treasury Regulations §1.468B-1 et seq. to satisfy claims in the underlying Action and facilitate the settlement and settlement funding.

In furtherance of the terms of the Settlement Agreement, Plaintiffs and Defendant, by and through their respective counsel, hereby stipulate to entry of an order establishing a QSF as follows:

1. A QSF will be established pursuant to §468B of the Internal Revenue Code of 1986, as amended and Treasury Regulation §§ 1.468B-1, et seq.

2. In accordance with Plaintiffs' nomination, Frontier Wealth Strategies, Inc., located at 1990 North California Boulevard, 8th Floor, Walnut Creek, California, will serve as the Administrator of the QSF (the "Administrator") within the meaning of Treas. Reg. §1.468B-2(k)(3), and shall have all the rights, powers, protections, duties, and obligations expressly provided therein. The Administrator will obtain a Federal Taxpayer Identification Number for the QSF upon the execution of this Order by the Court. If at any time Frontier Wealth Strategies, Inc. is unable to act as administrator, the appointment will terminate and Plaintiffs will seek Court approval of their nominated successor administrator. No bond shall be required for the QSF or the Administrator.

3. The Administrator shall be empowered to take all actions as the Administrator deems necessary to ensure that the QSF continues to qualify as a qualified settlement fund under Internal Revenue Code §468B and Treasury Regulations §1.468B-1 et seq. Notwithstanding anything to the contrary herein, in the event that any provision may be considered cause for the QSF to fail to qualify as a qualified settlement fund, such provision will be considered null, void, and of no effect, without any action by any court or by the Administrator, so that the QSF continues to qualify as a qualified settlement fund.

4. Defendant will pay the Settlement Payment into the QSF in accordance with the terms of the Settlement Agreement, and as further instructed by the Administrator. The Settlement Payment will be the sole property of the QSF, and any accounts opened by the Administrator will be in the name of the QSF. Defendant (including related persons) will have no interest in the QSF, and in no event will any of the monies paid into the QFS be refunded to Defendant or related persons. Until such time as funds are distributed from the QSF, neither Plaintiffs nor their agents will be deemed in constructive receipt of the Settlement Payment, nor shall they have any right to mortgage, pledge, assign, transfer or encumber the same in any manner.

5. The QSF, through the Administrator, and Plaintiffs through their counsel, shall agree to the distribution of funds from the QSF, by executing any necessary documents required or related to those distributions. The QSF may purchase and assign structured settlements created under an agreement with Plaintiffs and/or their counsel. The Administrator shall also be authorized to enter into non-qualified assignments for the convenience of the Plaintiffs to the extent that attorneys' fees are to be paid as part of their obligations under existing fee agreements.

6. The Administrator is authorized, upon final distribution of all monies from the QSF, to take appropriate steps to wind down the QSF and thereafter be discharged from any further responsibility with respect to the QSF. The Administrator may, but shall not be obligated to, seek a final order of discharge from the Court.

7. This Court retains jurisdiction over all matters covered by, or related to, this Order.

SO STIPULATED.

SO ORDERED.