STIPULATED PRELIMINARY INJUNCTION ORDER AS TO DANIEL F. PETERSON

LONNY R. SUKO, District Judge.

BEFORE THE COURT is the plaintiff Securities and Exchange Commission's Motion For Preliminary Injunction (ECF No. 3), filed April 25, 2013; and the parties' Stipulation and Proposed Order of Preliminary Injunction (ECF No. 13), filed June 18, 2013.

BACKGROUND

WHEREAS, on April 24, 2013, plaintiff Securities and Exchange Commission (the "Commission") filed its complaint in this action against defendants USA Real Estate Fund 1, Inc. ("USA Fund") and Daniel F. Peterson, which was served upon Peterson by personal service on April 25, 2013;

WHEREAS, on April 25, 2013, the Commission moved for a Preliminary Injunction against defendants seeking to enjoin them from engaging in certain ongoing conduct and from violating certain anti-fraud provisions of the federal securities laws, which was served upon Peterson by personal service on April 25, 2013;

WHEREAS, defendant Peterson filed an answer to the complaint on or about May 16, 2013, and on May 24, 2013, counsel for defendant Peterson entered an appearance;

WHEREAS, the Court has jurisdiction over the parties and the subject matter of this action, pursuant to Sections 21(d), 21(e), and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d), 78u(e), and 78aa];

WHEREAS, Daniel F. Peterson represents that as of June 17, 2013, he had resigned from his position as an officer and director of USA Fund and its subsidiaries;

THEREFORE, the Commission and Daniel F. Peterson stipulate and agree, and ask the Court to adopt as its Order the following:

PRELIMINARY INJUNCTION

I.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with any of them, who receive actual notice of this Order of Preliminary Injunction, by personal service or otherwise, and each of them, are temporarily restrained and enjoined, until further order from this Court, from directly or indirectly participating in the issuance, offer, or sale of any security of an entity Defendant Daniel F. Peterson controls, including but not limited to securities of USA Real Estate Fund 1, Inc. and its subsidiaries.

II.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with any of them, who receive actual notice of this Order of Preliminary Injunction, by personal service or otherwise, and each of them, are temporarily restrained and enjoined, until further order from this Court, from directly or indirectly soliciting any person or entity to purchase or sell any security.

III.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with any of them, who receive actual notice of this Order of Preliminary Injunction, by personal service or otherwise, and each of them, are temporarily restrained and enjoined, until further order from this Court, from, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange:

b. making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

c. engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person; in connection with the purchase or sale of any security, in violation of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5, 17 C.F.R. § 240.10b-5.

IV.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys, and those persons in active concert or participation with any of them, who receive actual notice of this Order of Preliminary Injunction, by personal service or otherwise, and each of them, are temporarily restrained and enjoined, until further order from this Court, from, in the offer or sale of any securities, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly:

1. employing any device, scheme, or artifice to defraud;

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

3. engaging in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser; in violation of Section 17(a) of the Securities Act of 1933, 15 U.S.C. § 77q(a).

V.

Defendant Daniel F. Peterson is temporarily restrained and enjoined, until further order from this Court, from (i) acting as an officer or director of USA Fund or its successors or assigns; (ii) possessing or exercising, directly or indirectly, the power to direct or cause the direction of the management or policies of USA Fund its successors or assigns, whether through ownership of voting securities, by contract, or otherwise; and (iii) directly or indirectly offering or selling any security for or on behalf of USA Fund or its successors or assigns.

IT IS HEREBY ORDERED that:

1. Plaintiff's Motion for Preliminary Injunction, ECF No. 3, is GRANTED in part based on the Stipulation and Proposed Order of Preliminary Injunction as to Daniel F. Peterson (ECF No. 13), filed on June 18, 2013.

The District Court Executive is directed to enter this order.