Tax Deferred Services Lawsuit

CM-010
ATTORNEY OR PARTY WITHOUT ATTORNEY [Name, State Bar number, and address) FOR COURT USE ONLY
- MICHAEL T. STOLLER, SEN 1 20241
9454 Wilshire Blvd Suite 500
Beverly Hills, CA 90212 RLF®
2 E tML=tii=^
S'ai.TiSSiiQY GctUTri CSr? Gaftlf x

TELEPHONE NO 818-226-4040 FAX NO 818-226-4044
ATTORNEY FOR (Nta* THE TDS GROUP, INC.
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO
STREET ADDRESS 720 Ninth Street
MAILING ADDRESS 831116
CITY AND ZIP CODE Sacramento, CA 95814 Bw . lOws
BRANCH NAME
CASE NAME.
The TDS Group v. The IRA Center, etc., et al.
CASE NUMBER
CIVIL CASE COVER SHEET Complex Case Designation
G/1 Unlimited [~~l Limited
(Amount (Amount 1 1 Counter 1 1 Joinder
JUDGE
demanded demanded is Filed with first appearance by defendant
exceeds $25,000) $25,000 or less) (Cat. Rules of Court, rule 3 402) 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
Auto Tort Contract Provisionally Complex Civil Litigation
Auto (22) I I Breach of contract/warranty (06) (Cal. Rules of Court, rules 3.400-3.403)
Uninsured motorist (46) Rule 3 740 collections (08) I I Antitrust/Trade regulation (03)
Other PVPD/WD (Personal Injury/Property Other collections (09) I 1 Construction defect (10)
Damage/Wrongful Death) Tort Insurance coverage (18) EU Mass tort (40)
CU Asbestos (04) l~~i Other contract (37) I ._! Securities litigation (28)
I 1 Product liability (24) Real Property I I Environmental/Toxic tort (30)
I I Medical malpractice (45) I I Eminent domain/Inverse I I Insurance coverage claims ansing from the
i I Other PI/PD/WD (23) condemnation (14) above listed provisionally complex case
I I WTongy eviction (33) types (41)
Non-PI/PD/WD (Other) Tort
Business tort/unfair business practice (07) ED Other real property (26) Enforcement of Judgment
I I Civil rights (08) Unlawful Detainer I I Enforcement of judgment (20)
Defamation (13) I I Commercial (31) Miscellaneous Civil Complaint
Fraud (16) d] Residential (32) EH RICO (27)
I I Intellectual property (19) I I Drugs (38) I I Other complaint (not specified above) (42)
I I Professional negligence (25) Judicial Review Miscellaneous Civil Petition
EH Other non-PI/PD/WD tort (35) Asset forfeiture (05) I I Partnership and corporate governance (21)
loyment Petition re arbrtration award (11) r—] other pet,tlon(/iorspeafed above; (43)
S Wrongful termination (36)
Other employment (15)
I I Writ of mandate (02)
| | Other judicialreview(39)
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 the
factors requinng exceptional judicial management
a I I Large number of separately represented parties d I j Large number of witnesses
b i I Extensive motion practice raising difficult or novel e I I Coordination with related actions pending in one or more courts
issues that will be time-consuming to resolve in other counties, states, or countries, or in a federal court
c f' I Substantial amount of documentary evidence f I I Substantial postjudgment judicial supervision
Remedies sought (check all that apply) a.[ [ monetary b | / | nonmonetary, declaratory or injunctive relief c| | punitive
Number of causes of action (specify) 14
This case I 1 is I / I is not a dass action suit
If there are any known related cases, file and serve a notice of related case (You may use form CM-015.)
Date August 17, 2009
MICHAEL 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 result
in sanctions
• File this cover sheet in addition to any cover sheet required by local court rule.
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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 Urn Cal Rules of Court, nJes 2 30, 3220, 340O-3403, 3740;
Judicial Council or CaWomlo CIVIL CASE COVER SHEET Cal Standards of Judicial Administration sld 310
CM-010 (Rev July 1,2007] www courttnfo ca gov
CM-010
INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET
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plaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiff has made no designation, a designation that
the case is complex CASE TYPES AND EXAMPLES
Auto Tort Contract Provisionally Complex Civil Litigation (Cal
Auto (22)-Personal Injury/Property Breach of Contract/Warranty (06) Rules of Court Rules 3.400-3 403)
Damage/Wrongful Death Breach of Rental/Lease Antitrust/Trade Regulation (03)
Uninsured Motorist (46) (if the Contract (not unlawful detainer Construction Defect (10)
case involves an uninsured or wrongful eviction) Claims Involving Mass Tort (40)
motorist claim subject to Contract/Warranty Breach-Seller Securities Litigation (28)
arbitration, check this item Plaintiff (not fraud or negligence) Environmental/Toxic Tort (30)
instead of Auto) Negligent Breach of Contract/ Insurance Coverage Claims
Other PI/PD/WD (Personal Injury/ Warranty (arising from provisionally complex
Property Damage/Wrongful Death) Other Breach of Contract/Warranty case type listed above) (41)
Tort Collections (e g , money owed, open Enforcement of Judgment
Asbestos (04) book accounts) (09) Enforcement of Judgment (20)
Asbestos Property Damage Collection Case-Seller Plaintiff Abstract of Judgment (Out of
Asbestos Personal Injury/ Other Promissory Note/Collections County)
Wrongful Death Case Confession of Judgment (non-
Insurance Coverage (notprovisionally domestic relations)
Product Liability (not asbestos or
complex) (18) Sister State Judgment
toxic/environmental) (24)
Medical Malpractice (45) "Auto Subrogation Administrative Agency Award
Medical Malpractice- Other Coverage (not unpaid taxes)
Physicians & Surgeons Other Contract (37) Petition/Certification of Entry of
Other Professional Health Care Contractual Fraud Judgment on Unpaid Taxes
Malpractice Other Contract Dispute Other Enforcement of Judgment
Real Property Case
Other PI/PD/WD (23)
Premises Liability (e g , slip Eminent Domain/Inverse Miscellaneous Civil Complaint
and fall) Condemnation (14) RICO (27)
Intentional Bodily Injury/PD/WD Wrongful Eviction (33) Other Complaint (not specified
above) (42)
(e g , assault, vandalism) Other Real Property (e g , quiet title) (26)
Intentional Infliction of Declaratory Relief Only
Writ of Possession of Real Property
Injunctive Relief Only (non-
Emotional Distress Mortgage Foreclosure harassment)
Negligent Infliction of Quiet Title
Emotional Distress Mechanics Lien
Other Real Property (not eminent
Other PI/PD/WD Other Commercial Complaint
domain, landlord/tenant, or
foreclosure) Case (non-tort/non-complex)
Non-PI/PD/WD (Other) Tort
Other Civil Complaint
Business Tort/Unfair Business Unlawful Detainer
(non-tort/non-complex)
Practice (07) Commercial (31)
Miscellaneous Civil Petition
Civil Rights (e g , discrimination, Residential (32) Partnership and Corporate
false arrest) (not civil Drugs (38) (if the case involves illegal Governance (21)
harassment) (08) drugs, check this item, otherwise, Other Petition (not specified
Defamation (e g , slander, libel) report as Commercial or Residential) above) (43)
(13) Judicial Review Civil Harassment
Fraud (16) Asset Forfeiture (05) Workplace Violence
Intellectual Property (19) Petition Re Arbitration Award (11) Elder/Dependent Adult
Professional Negligence (25) Writ of Mandate (02) Abuse
Legal Malpractice Writ-Administrative Mandamus Election Contest
Other Professional Malpractice Writ-Mandamus on Limited Court Petition for Name Change
(not medical or legal) Case Matter Petition for Relief From Late
Other Non-PI/PD/WD Tort (35) Writ-Other Limited Court Case Claim
Employment Review Other Civil Petition
Wrongful Termination (36) Other Judicial Review (39)
Other Employment (15) Review of Health Officer Order
Notice of Appeal-Labor
Commissioner Appeals
CM-010 [Rev July 1,2007] Page 2 of 2
CIVIL CASE COVER SHEET
1 MICHAEL T. STOLLER, ESQ., SBN 120241
LAW OFFICES OF MICHAEL T. STOLLER, APC
2 9454 WILSHIRE BLVD., SUITE 500
BEVERLY HILLS, CALIFORNIA 90212
3
Telephone: 818-226-4040
4 Facsimile: 818-226-4044
5 Attorneys
-1
for Plaintiff
Assignments
Case Management 43
6 Law and Motion 54
Minors Compromise 17
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF SACRAMENTO
THE TDS GROUP, INC., a California ) CASE NO.

Corporation, as successor in all rights and )
interest to TAX DEFERRED SERVICES,) COMPLAINT FOR:
INC., a California Corporation, )
) 1. Statutory Unfair Competition in
Plaintiffs, ) Violation of Calif. Bus. & Prof.
Code §17200;
vs. 2. Common-law Unfair Competition;
)
3. Statutory False Advertising in
THE IRA CENTER, a California ) Violation of Calif. Bus. & Prof. Code
Corporation; RANDY SCIANNA, an ) § 17500;
individual; RENE ROCAMORA, an ) 4. Federal Unfair Competition -
individual; REBECCA OLSEN, an ) False Designation of Origin;
individual; EMPLOYEE BENEFIT ) 5. Product Disparagement Under Lanham
SERVICES, INC., a California ) Act
Corporation; WILLIAM L. KREBS, an ) 6. Unfair Competition Under
individual; PENSION PLANNERS ) California State Law in Violation
SECURITIES, INC., a California ) of Calif. Bus. & Prof. Code
21 § 17200;
Corporation; GINA DUREYA, an )
individual; BAR FINANCIAL, LLC a ) 7. Common and Statutory Trademark
California Limited Liability Company; ) Infringement Under State Law;
23 ANTHONY TARANTINO, an individual,) 8. Slander Per Se;
JOHN BRACKETT, an individual, ) 9. Breach of Contract;
24 ERIC A. HUCK, an individual and ) 10. Business Disparagement;
DOES 1-100, inclusive, ) 11. Intentional Interference With
25 Contract;
Defendants. ) 12. Intentional Interference With
26
Prospective Economic Advantage;
27 13. Accounting;
14. Injunctive Relief.
28
l
COMPLAINT
1 COMES NOW, Plaintiff, THE IDS GROUP, INC., a California corporation, as
2 successor in all rights and interest to TAX DEFERRED SERVICES, INC., a California
3 Corporation, (hereinafter "TDS") and complains against defendants THE IRA CENTER, a
4 California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA"), an
5 individual; RENE ROCAMORA (hereinafter "ROCAMORA"), an individual; REBECCA
6 OLSEN (hereinafter "OLSEN"), an individual; EMPLOYEE BENEFIT SERVICES, INC., a
7 California Corporation (hereinafter "EBS"); WILLIAM L. KREBS, an individual (hereinafter
g "KREBS"); PENSION PLANNERS SECURITIES, INC., a California Corporation (hereinafter
9 "PPSI"); GINA DUREYA, an individual (hereinafter "DUREYA"); BAR FINANCIAL, LLC

10 (hereinafter "BAR"); ANTHONY TARANTINO (hereinafter "TARANTINO"); JOHN
11 BRACKETT, an individual (hereinafter "BRACKETT"); ERIC A. HUCK, an individual
12 (hereinafter "HUCK") and DOES 1-100, inclusive, as follows:
13 I. PARTIES
14 1. Plaintiff, TDS, is a California corporation with its principal place of business
15 located at 6939 Sunrise Boulevard, Suite 250, Sacramento, California.
16 2. Defendant, IRA, is a California corporation with its principal place of business
17 located at 14388 Union Avenue, San Jose, California.

18 3. Plaintiff is informed and believes, and thereon alleges that, at all times herein
19 mentioned, defendant SCIANNA was a principal and Chief Operating Officer of defendant IRA.
21 mentioned, defendant ROCAMORA was a principal and Chief Financial Officer of defendant
22 IRA and thereafter became its Chief Operating Officer.
24 mentioned, defendant OLSEN was an officer of IRA.

25 6. Plaintiff is informed and believes, and thereon alleges that defendant
26 EMPLOYEE BENEFIT SERVICES, INC. (hereinafter "EBS"), is a California corporation with
27 its principal place of business located at 14388 Union Avenue, San Jose, California and is owned
28 and operated by Defendant ROCAMORA. Plaintiff is further informed and believes, and
2
COMPLAINT
1 thereon alleges that defendants ROCAMORA and OLSEN are the Chief Executive Officer and
2 Vice President/Managing Director of District Relations for BBS

3 7. Plaintiff is informed and believes and thereon alleges that defendant, PENSION
4 PLANNER SECURITIES, INC. (hereinafter "PPSI") is a California corporation with its

5 principal place of business located at 9700 Business Park Drive, Suite 200, Sacramento,
6 California 95827.
7 8. Plaintiff is informed and believes and thereon alleges that defendant
8 WILLIAM L. KREBS (hereinafter "KREBS") is an individual residing at 117 W. Gutierrez

9 Street. Santa Barbara, California 93101.
10 9. Plaintiff is informed and believes and thereon alleges that defendant BAR
11 FINANCIAL, LLC (hereinafter "BAR") is a California corporation with its principal place of
12 business located at 9700 Business Park Drive, Suite 200, Sacramento, California 95827.
13 10. Plaintiff is informed and believes and thereon alleges that defendant ANTHONY
14 TARANTINO (hereinafter TARANTINO") was and at all times is a partner in defendant BAR
15 FINANCIAL, LLC.
16 11. Plaintiff is informed and believes and thereon alleges that defendant ERIC A.
17 HUCK (hereinafter "HUCK") was and at all times is a partner in defendant BAR FINANCIAL,
18 LLC.
19 12. Plaintiff is informed and believes and thereon alleges that defendant JOHN
20 BRACKETT (hereinafter "BRACKETT"), was and at all times is a partner in defendant BAR
21 FINANCIAL, LLC.
22 13. Plaintiff is ignorant of the true names and capacities of defendants sued herein as
23 DOES I through 100, inclusive, and therefore sues these defendants by such fictitious names.
24 Plaintiff will amend this Complaint to allege their true names and capacities when ascertained.
25 14. Plaintiff is informed and believes, and thereon alleges, that at all times mentioned
26 herein, defendants, and each of them were the agents, principals, partners, associates, joint
27 venturers, employees, contractors, independent contractors and/or co-conspirators of each of the
28 remaining co-defendants; that defendants, and each of them, were at various relevant times
3
COMPLAINT
1 acting within the purpose and scope of said agency, partnership, association, joint venture,
2 employment, contractor/client relationship, independent contractor/client relationship and/or
3 conspiracy and that defendants, and each of them, were acting with the authorization, permission
4 and/or consent of the remaining co-defendants.
5 II. NATURE OF THE ACTION
6 15. This is an action by plaintiff IDS against defendants IRA, SCIANN A,
7 ROCAMORA, OLSEN, KREBS and BBS who have and continue to infringe IDS' trademarks
8 and service marks; who have and continue to make misrepresentations in the marketplace that
9 are damaging to TDS' reputation, and its existing and prospective economic advantage; and who
10 have and continue to interfere with TDS' customer relationships and otherwise to compete
11 unfairly and unlawfully with TDS, and with the assistance of defendants DUREYA, PPSI,
12 TARANTINO, BRACKETT, HUCK and BAR as co-conspirators with the goal of putting TDS
13 out of business.
14 16. Plaintiff TDS seeks a Temporary Restraining Order, preliminary and permanent
15 injunction:
16 (a) enjoining all defendants from misrepresenting that they, or
17 any of them, are authorized by, related to, affiliated with, or otherwise associated
18 with TDS;
19 (b) enjoining all defendants from retaining and/or using
20 "TDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any
21 other trademark or service mark that is confusingly similar to a trademark or

22 service mark owned by TDS; and
23 (c) enjoining all defendants from misrepresentation and
24 disparagement of plaintiff TDS' financial condition and purported regulatory
25 problems and unfairly soliciting plaintiff TDS' existing representatives, and from
26 interfering with TDS' contracts with and selling to TDS' existing customers the
27 financial services provided by TDS.
28
COMPLAINT
1 17. Plaintiff IDS also seeks an accounting of the commissions from wrongful sales
2 and/or diverted sales of financial services by defendants; damages according to proof; and
3 restitution of all monies unlawfully gained by defendants due to the conduct alleged herein.
4 HI. THE INDUSTRY
5 18. Beginning in or about 1979, TDS has been a Plan Administrator, as that term was
6 commonly known, which provides administrative services to non-profit Public Schools, County
7 Offices of Education and/or Community Colleges throughout the United States (hereinafter
g "School Districts")- Typically, members of these groups are school employees who are eligible
9 to create certain defined contribution retirement plans, commonly known as Internal Revenue
10 Code Section 457 or 403(b) Plans. These Plans allow school employees to save money from
11 their earnings and to purchase certain financial products from life insurance companies and
12 mutual funds. The services that TDS provides as a Plan Administrator include, among other
13 things, being the Compliance Administrator for the various defined contribution plans, which
14 plans require compliance with federal and state tax regulations, and being the common remitter
15 (i.e., monthly gross payments from the schools are allocated and paid to each vendor that has
16 established a financial product for an individual teacher). By virtue of these contracts, TDS has
17 become the financial advisor to the school employees and end participants, hi addition to the
18 Plan Administrator Services, these contracts provide that TDS shall be the exclusive plan
19 provider for 457 accounts. Over time TDS has developed a reputation as a trustworthy source of
20 information and a reliable endorsement of other companies that provide financial services.
21 i 19. Since 1979, Plaintiffs predecessor adopted the trademarks and/or service marks
22 "Tax Deferred Services" and "TDS", which it clearly imprinted on business cards, payroll flyers,
23 logos, stationery, brochures and other marketing materials that were extensively and
24 continuously utilized to promote and provide its services and financial products. On or about
25 July 14,2006 THE TDS GROUP, INC. was formed (hereinafter "THE TDS GROUP"), which
26 became the successor in all rights and interest to TAX DEFERRED SERVICES, INC. and which
27 adopted the trademark and/or service mark "THE TDS GROUP, INC." which it clearly
28 imprinted on business cards, payroll fliers, logos, stationery, brochures and other certain
5
COMPLAINT
1 marketing materials that were used to provide its services and financial products. Plaintiff has
2 extensively and continuously used THE TDS GROUP trademark and service mark in the
3 marketing and sale of services and financial products since July 14, 2006 and has continued to
4 use the trademarks and service marks TAX DEFERRED SERVICES, INC. and TDS, as well.
5 20. Plaintiff TDS has extensively advertised and promoted the trademarks and service
6 marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to Public
7 Schools, County Offices of Education and/or Community Colleges and teachers through the
8 United States, through various methods of advertisements. As a result of these activities the
9 public, including non-profits, School Districts, County Offices of Education and/or Community
10 Colleges and teachers through the United States, has come to know of TDS and recognize these
11 trademarks and service marks as being associated exclusively with plaintiff TDS. Plaintiffs
12 TDS trademarks and service marks are an asset of inestimable value to TDS, representing and
13 embodying its goodwill and favorable reputation.
14 21. In order to provide Plan Administrator services to the various School Districts,
15 County Offices of Education and Community Colleges, TDS entered into agreements with
16 certain entities and individuals to act as representatives of TDS and licensed the use of its
17 trademarks and service marks (hereafter, the TDS representatives).
18 22. hi addition to providing the Plan Administrator services, the principals of TDS
19 were also licensed to sell financial products including life insurance and securities and in that
20 capacity developed a network of licensed representatives to sell certain financial service products
21 to school employees that included, among other things, life insurance and annuities. In order to
22 facilitate providing these services, TDS entered into an arrangement with a Broker/Dealer who
23 was positioned over the entire network of TDS licensed representatives. The Broker/Dealer
24 would receive commissions from the various life insurance companies and mutual funds and pay
25 TDS and the respective TDS representatives their shares of commission realized from any sale of
26 financial products. To assist the Broker/Dealer in administration of the financial products being
27 purchased and the payment of the fees associated with them, the Broker/Dealer appointed one of
28 the principals of TDS as the Office Supervisor Jurisdiction ("OSJ") who supervised all the
6
COMPLAINT
1 Broker/Dealer representatives and the quality of the financial products sold under the
2 Broker/Dealer, which enabled him to earn a greater portion of the commission revenue
3 generated.
4
5 23. Over the past 30 years that TDS has been in business it has controlled the change
6 of Broker/Dealers for its network on several occasions, always able to transfer its Book of
7 Business to the new Broker/Dealers and a principal of TDS always remaining the OSJ.
8 24. On or about September 2002, TDS changed its Broker/Dealer to defendant
9 Pension Planners Securities, Inc. ("PPSI") which was owned by defendant DUREYA. At that
10 time as usual, a principal of the Plaintiff was the OSJ to assist her in administration. And further.
11 PPSI approved the TDS activity as the Plan Administrator when adopting the TDS principals as
12 licensed agents along with the network of licensed representatives that were loyal to TDS and
13 would operate under the PPSI Broker/Dealer license.
14 IV. TDS AND IRA/KREBS ENTERED INTO AN AGREEMENT AUTHORIZING
15 THEM TO USE THE TDS PROPRIETARY MARKS
16 25. On or about August 30, 2002, Plaintiff TDS ("Franchisor") and defendants,
17 SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist
18 TDS in marketing and providing its Plan Administrator services and expanding its network. A
19 true and correct copy of the Franchise Agreement is attached hereto and incorporated herein as
20 Exhibit "A," which provides, among other things:
21 "A. The Franchisor has the right to license certain trade names,
22 trademarks, service marks, logos, photographs and indicia or (sic) origin,

23 including the service mark "Tax Deferred Services", as may be designated now or
24 later by the Franchisor (the 'Proprietary Marks')."
25 "B. The Franchisor grants a license to use the Proprietary Marks and
26 financial planning services operating under the name TAX DEFERRED
27 SERVICES ("TDS")."
28
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
8
COMPLAINT
1 termination by the Franchisee or, if the notice of termination is deposited by the
2 Franchisor in the United States mails, certified mail, then five (5) days after the
3 mailing by the Franchisor, upon the occurrence of any of the following events:
4 9.2.6 The Franchisee attempts to, or purports to, transfer any rights
5 or obligations under this Agreement, or otherwise, to any third party, contrary to
6 the terms of Article 8;
7 9.2.7 The Franchisee fails to comply with covenants stated in
g Article 11;
9 9.2.8 The Franchisee fails to pay 10% of the Franchisee's gross
10 revenue or other payments on specific due dates to Franchisor."
11 Article 11 Covenants provides:
12 "11.2 The Franchisee agrees that during the term of this Agreement, the
13 Franchisee will not either directly or indirectly, for himself or herself, or
14 through, on behalf of, or in conjunction with any person, persons, partnerships or
15 corporation:
16 11.2.1 Divert or attempt to divert any business or customer
17 from the IDS Franchise to any competitor, by direct or indirect inducement or
18 otherwise, or do or perform, directly or indirectly, any other act injurious or
19 prejudicial to the goodwill associated with the Proprietary Marks." [Emphasis
20 added.]
21 26. From on or about August 30,2002, up through September, 2008 the defendants
22 IRA and KREBS operated under the terms and conditions of the Franchise Agreement without
23 incident.
24 V. PPSI/DUREYA BEGIN THEIR PATTERN OF INTENTIONAL
25 INTERFERENCE WITH TDS' BUSINESS RELATIONSHIPS BY DRIVING A

26 WEDGE BETWEEN TDS AND ITS REPRESENTATIVES (SALES FORCE)
27 27. Plaintiff is informed and believes, and based thereon alleges, that on or about
28 August, 2008, defendant DUREYA sold her brokerage business PPSI to defendant BAR
9
COMPLAINT
1 Financial. BAR Financial was at that time the OSJ for Financial Network Investment
2 Corporation (hereinafter "FNIC"), a Broker/Dealer and wholly owned subsidiary of ING. The
3 effect of this transaction was to impose FNIC as the replacement Broker/Dealer for the Book of
" 4 Business of TDS without continuing the OSJ provided by TDS.
5 28. About September 2008, upon the completed acquisition of defendant PPSI by
6 defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR, that
7 FNIC rejected the Plan Administrator services by TDS and that a business affiliate of FNIC.
8 through its parent ING, specifically "ING Plan With Ease," would be taking over the Plan
9 Administrator services for all of the TDS clients. The intended outcome of this change was to
10 eliminate TDS as a competitor to the defendants by putting them out of business.
11 29. TDS refused to relinquish its position as Plan Administrator and further, the
12 principals of TDS refused to relinquish their positions as licensed sales representatives of

13 financial products, thereby challenging the influence of defendants BAR and DUREYA over the
14 existing force of representatives that had formerly shown allegiance to TDS (sometimes referred
15 to as the TDS representatives). Concurrent with the threat posed by defendants BAR and
16 DUREYA, TDS requested that BAR and DUREYA make a bulk transfer of the Book of
17 Business to its new chosen Broker/Dealer, Questar Capital Corporation (hereinafter "Questar"),
18 and advised all of its representatives that all further business would be conducted through
19 Questar. Questar had accepted the Plan Administrator services of TDS, unlike BAR and
20 DUREYA.
21 30. While DUREYA initially agreed to allow the TDS principals to block transfer its
22 Book of Business, as was the custom in the industry, the defendants reversed their position and
23 notified the TDS principals they would not make a block transfer of their clients to their new
24 Broker/Dealer Questar.
25 31. On or about September, 2008, when Mr. Holt (a principal of TDS) attempted to
26 move his clients to Questar, as his new Broker/Dealer, defendants BAR and DUREYA
27 intentionally interfered by refusing to make a bulk transfer of his Book of Business. In addition,
28 the TDS representatives were notified by defendants BAR and DUREYA that unless they stayed
10
COMPLAINT
1 with DUREYA and BAR they would lose the stream of commissions they were entitled to from
2 the prior financial products sold. Consequently, all of the IDS representatives, for fear of losing
3 their commissions, stayed with defendants DUREYA and BAR.
4 32. Plaintiff is informed and believes, and based thereon alleges, that defendant PPSI
5 promised defendant BAR and FNIC that it could deliver all of the IDS clients which included
6 356 California Schools, to ING's Plan With Ease and all of the 457 plan assets that exceeded
7 over $100 million, if they would buy defendant PPSI. Defendant PPSI schemed to accomplish
8 this by attempting to force TDS to give up its Plan Administrator Business which it had been
9 conducting over the last 30 years and specifically, authorized by defendant PPSI for the
10 previous 6 years, but thereafter took the contrary position that TDS' business was unauthorized
11 once defendant PPSI had been acquired by BAR Financial and FNIC.
12 VI. SMEAR CAMPAIGN
13 33. In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan
14 assets (over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,
15 conspired, schemed, planned and executed with the defendants, and each of them, a campaign
16 against TDS with the intention to drive the TDS clients and representatives away which would
17 cause it to go out of business since all commissions would not be paid and TDS would lose its
18 income. Included in this conspiracy campaign and scheme were statements made by defendant
19 DUREYA and the other defendants, and each of them, together with actions taken in TDS' name
20 which were not authorized by TDS as follows:
21 (1) On or about January 22,2009, defendant OLSEN, while under
22 contract as a TDS representative and required to be loyal to TDS, contacted
23 Virginia Casanovas at the Cambrian Elementary School District and told her that
24 she would find them a new Plan Administrator.
25 (2) In February, 2009, defendant ROCAMORA told all the IRA

26 representatives that TDS would be out of business in the next 3-4 months, and
27 that they were moving all the districts to a new Plan Administrator;
28
11
COMPLAINT
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
12
COMPLAINT
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
13
COMPLAINT
1 Administrator, negotiated fees and charges that vendors should pay for the Plan
2 Administrator services;
3 (14) On or about June 24,2009, defendant KREBS forwarded to the
4 other defendants, all the documents necessary to replace TDS as the Plan
5 Administrator with NBS.
6 (15) On or about June 23,2009, defendants TARANTINO and BAR
7 advised TDS representative James Adjar that he would lose his commissions on
8 his clients if he moved to Questar, the new Broker/Dealer;
9 (16) On or about June 15,2009, TDS had a telephone conference with
10 all of its representatives during which all representatives were advised that
11 Questar was the new Broker Dealer, and that all representatives would need to
12 confirm, in writing by June 22,2009, that they were on board or would be
13 terminated at that point.
14 (17) On or about June, 2009, defendants DUREYA and KREBS, during
15 a conference call with the TDS network of representatives invited, knowingly and
16 falsely stated that TDS had serious financial troubles and that the TDS
17 representatives would be taunted by allegations of embezzlement unless they
18 distanced themselves in a hurry from TDS;
19 (18) Alonzo Wickers, TDS' principal, had regulatory and compliance)
20 problems and that he was being audited by the SEC.

21 VII. TERMINATION OF IRA AND KREBS
22 34. On or about June 26,2009 TDS, after not getting confirmation that defendants
23 IRA, ROCAMORA, OLSEN and KREBS had transferred to Questar, TDS notified defendants
24 IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as TDS
25 representatives and requested that they cease and desist from representing themselves as being
26 affiliated with TDS and that they should return all TDS promotional literature and marketing
27 materials that utilized TDS' trademarks and service marks.
28
14
COMPLAINT
1 35. This notice of termination was issued by plaintiff TDS after defendants IRA,
2 EBS, ROCAMORA, OLSEN and KREBS decided they would not come over to IDS' new
3 Broker/Dealer, Questar.
4 36. Plaintiff is informed and believes and based thereon alleges that, despite these
5 written notices, defendants IRA, EBS, ROCAMORA, OLSEN and KREBS have continued to
6 represent themselves as representatives and/or affiliates of TDS, thereby infringing the
7 trademarks and service marks of TDS; having continued to sell financial services to TDS clients
8 without paying 10% of the gross revenue generated; have utilized a rubber signature stamps
9 created without authorization or approval to execute certain compliance documents that only
10 TDS was authorized to execute and have undertaken certain conduct to disparage TDS and
11 interfere with its clients which includes, among other things, the following:
12 (a) advising TDS clients, specifically School Districts, County Offices
13 of Education and Community Colleges, that TDS was in severe financial trouble,
14 that checks were being returned NSF from the common remitting TDS provided,
15 that one of the TDS principals (Alonzo Wickers) had regulatory compliance
16 problems, and that TDS was going out of business;
17 (b) advising TDS clients, specifically Public Schools, County Offices
18 of Education and Community Colleges, that they should move their Plan
19 Administration business from TDS to National Benefit Services that defendants

20 would become affiliated with;
21 (c) contacted TDS clients, specifically school employees in various

22 School Districts, who were already in 457 plans and resold and/or contracted
23 them to 403 (b) plans, which provided no benefit to the school employees but
24 allowed the defendants to earn a new commission (which is considered illegal

25 churning), and redirect the client from TDS;
26 (d) the defendants, acting as agents for each of them as part of and in
27 furtherance of the conspiracy, made the foregoing statements to the following
28 clients:
15
COMPLAINT
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
28
16
COMPLAINT
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;
28
17
COMPLAINT
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.
28
18
COMPLAINT
1 (15) On July 17,2009, Mr. Holt spoke with Ann Jones (CBO) of
2 the San Jose Unified School District who stated that representatives from
3 defendant IRA had advised that IDS had regulatory compliance issues and was
4 being audited, had financial troubles which included checks returned NSF;
5 (16) On July 17,2009, Mr. Holt met with Jerry Ken, Assistant
6 Supervisor of Business for Eastside Union High School District and Vida
7 Branner-Sidess and Jill Kaufman (representatives of East Side Union HSD), who
8 attended the Santa Clara COE meeting on July 7,2009 and wanted further
9 confirmation concerning the rumors raised regarding TDS' financial troubles;
10 (17) On July 17,2009, Mr. Holt met with Margie Gustafson
11 (COE) of San Mateo and approximately 30 other representatives and CBO's of
12 the district to discuss the rumors they heard from the representatives of defendants
13 IRA, OLSEN and ROCAMORA regarding IDS' financial and regulatory
14 problems and whether TDS had returned vendor checks.
15 (18) .On July 17,2009, Mr. Holt spoke with Vicky Rinehart,
16 Superintendent of Knightsen School District, who stated that TDS had financial
17 and regulatory audit issues that she had heard from representatives of defendants
18 IRA, OLSEN and ROCAMORA.
19 (19) On July 17,2009, Mr. Holt spoke with Nancy Anderson,
20 Director, Moreno Valley Unified School District who stated that she had heard
21 from representatives of defendants IRA, OLSEN, ROCAMORA and KREBS that
22 TDS was having financial difficulties and that defendant KREBS had told her
23 vendor checks were being returned NSF, that TDS was being audited by the SEC
24 and Mr. Wickers had failed a compliance audit; She thereafter contacted several
25 other districts and was told the information was inaccurate;
26 All of the foregoing representations made by defendants were false, were known by the
27 defendants to be false or were made without any reasonable belief to the truth of the matters
28
19
COMPLAINT
1 stated at the time they were made, and were made with the intent to disparage and harm its
2 reputation and to cause economic harm to TDS.

3 FIRST CAUSE OF ACTION
4 Statutory Unfair Competition in Violation of California Bus. & Prof. Code §17200
5 (Against Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS)
6 37. Plaintiff, TDS hereby incorporates by reference, each and every allegation
7 contained in paragraphs 1 through 36 of this Complaint.

8 38. Defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS
9 activities as set forth herein constitute acts of unfair and/or unlawful competition, and unfair
10 and/or unlawful business practices under California Business & Prof. Code § 17200 et seq.
11 39. Defendants' acts of unfair and/or unlawful business practices include, but are not
12 limited to: the conversion of TDS' personal property for defendants' own use and benefit; the
13 selling of TDS products without authorization; the conversion of proceeds from the sale of TDS'
14 products for defendants' own use and benefit; falsely representing to the public that defendants
15 are authorized by, affiliated with and/or related to TDS; falsely representing to the public that
16 defendants are the source of TDS services and financial products; unfairly and/or unlawfully
17 diverting sales from TDS' existing and/or prospective customers to defendants; intentionally
18 interfering with TDS customer relationships; misleading the public by using trademarks and/or
19 service marks that are identical or confusingly similar to trademarks and/or service marks owned
20 by TDS in the marketing of their competitive services and financial products; and falsely
21 representing to the public the nature and source of TDS financial products and services.
22 40. As a proximate result of defendants' unfair and/or unlawful business practices,

23 TDS has suffered, and is continuing to suffer, irreparable injury, and defendants unlawfully
24 gained profits which they are not legally entitled to keep.
25 41. The unfair and/or unlawful business practices of defendants complained of herein
26 are likely to continue unabated unless and until defendants are enjoined and restrained by this
27 Court. TDS is, therefore, entitled to preliminary and permanent injunctive relief and restitution
28 against defendants, and each of them.
20
COMPLAINT
1 SECOND CAUSE OF ACTION
2 Common Law Unfair Competition
3 (Against all Defendants)

4 42. Plaintiff, IDS hereby incorporates by reference, each and every allegation
5 contained in paragraphs 1 through 36 of this Complaint
6 43. Defendants' adoption and unauthorized use of TDS' trademarks and service
7 marks in the marketing and sale of competing financial products and services have enabled
8 defendants to falsely pass off their products and services as being sold, sponsored, authorized, or
r
9 otherwise affiliated with TDS.
10 44. Defendants' acts constitute unfair competition under California common law.
11 45. As a direct and proximate result of defendants' acts as allege herein, TDS has
12 suffered and will continue to suffer damages, including lost profits, in an amount subject to proof
13 at trial.
14 46. Defendants' acts have caused and will continue to cause irreparable harm to TDS
15 unless restrained by this Court. TDS has no adequate remedy at law. Accordingly, TDS is
16 entitled to an order enjoining and restraining defendants, during the pendency of this action and
17 permanently thereafter, from marketing, distributing and offering for sale or selling their
18 products and/or services through the use of the trademarks and/or services marks "TAX
19 DEFERRED SERVICES, INC." "TDS" or "THE TDS GROUP, INC." or any other mark
20 confusingly similar to TDS.
21 47. Defendants' acts of unfair competition were intentional, fraudulent and malicious.
22 By reason thereof, TDS is also entitled to an award of punitive and exemplary damages against
23 defendants, and each of them, in an amount subject to proof at trial.
24
25
26
27
28
21
COMPLAINT
1 THIRD CAUSE OF ACTION
2 Statutory False Advertising in Violation of California
3 Business & Professions Code §17500
4 (Against All Defendants)
5 48. Plaintiff, IDS hereby incorporates by reference, each and every allegation
6 contained in paragraphs 1 through 36 of this Complaint.

7 49. Defendants' activities as set forth herein constitute acts of false advertising under
8 California Business & Professions Code § 17500 et' seq.

9 50. Defendants' acts of false advertising include, but is not limited to:
10 a. Falsely representing to the public that defendants are authorized
11 by, affiliated with and/or related to TDS;
12 b. Falsely representing to the public that defendants are able to
13 provide Plan Administrator services of TDS and/or sell TDS financial service
14 products.
15 c. Misleading the public by using trademarks and/or service marks
16 that are identical or confusingly similar to trademarks and/or service marks owned
17 by TDS; and
18 d. Falsely representing to the public the nature and source of TDS'
19 services.
20 51. As a proximate result of defendants' false advertising, TDS has suffered, and is
21 continuing to suffer, irreparable injury, and has incurred, and is continuing to incur, monetary
22 damages in an amount subject to proof at trial.
23 52. Defendants' acts of false advertising practices are likely to continue unabated
24 unless and until defendants are enjoined and restrained by this Court. Plaintiff TDS is, therefore,
25 entitled to preliminary and permanent injunctive relief and restitution against defendants, and
26 each of them.
27
28
22
COMPLAINT
1 FOURTH CAUSE OF ACTION
2 Federal Unfair Competition - False Designation of Origin
5 contained in paragraphs 1 through 36, of this Complaint.

6 54. Defendants' unauthorized and unlawful use of marks that are identical or
7 confusingly similar to IDS' trademarks and service marks is likely to confuse, deceive or cause
8 mistake to members of the public and persons in the trade as to the source of origin of
9 defendants' services and/or financial products, such that the public and persons in the trade are
10 likely to believe, contrary to fact, that defendants' services and financial products are ,sold, or,
11 licensed, endorsed, sponsored, or otherwise authorized by TDS and constitutes a false
12 description and/or false designation of origin, which are damaging to plaintiff.

13 55. Defendants' false representations that (a) defendants are authorized by, affiliated
14 with and/or related to TDS; (b) defendants own and/or have some ownership interest in TDS
15 and/or TDS services; and/or (c) defendants are the source of TDS services, are likely to confuse
16 or deceive members of the public and persons in the trade as to the origin of the defendants'
17 services, such that the public and persons in the trade are likely to believe, contrary to fact, that
18 defendants' services are sold or licensed, endorsed, sponsored, or otherwise authorized by TDS
19 and constitutes a false description and/or false designation of origin, which are damaging to
20 plaintiff.
21 56. TDS is informed and believes, and thereon alleges, that defendants' false
22 representations as to the origin of their goods and services are, and have been, intentional,
23 deliberate and willful defendants intentional use of the terms "TAX DEFERRED SERVICES,
24 INC.; TDS and THE TDS GROUP, INC. to identify them and the services and financial products
25 they sell and thereby compete with plaintiff in the same market constitutes federal unfair
26 competition in violation of Section 43(a) and (c) of the Lanham Act, 15 U.S.C. Section 1125(a).
27
28
23
COMPLAINT
1 57. As a proximate result of defendants' false representations, TDS has suffered, and
2 is continuing to suffer, irreparable injury, and has incurred, and is continuing to incur, monetary
3 damages in an amount subject to proof at trial, including but not limited to attorney's fees.
4 58. The false representations of defendants complained of herein are likely to
5 continue unabated unless and until defendants are enjoined and restrained by this Court. TDS is,
6 therefore, entitled to preliminary and permanent injunctive relief against defendants, and each of
7 them, in addition to compensatory damages, costs and reasonable attorney's fees.
8 FIFTH CAUSE OF ACTION
9 Product Disparagement Under Lanham Act

(Against All Defendants)
11 contained in paragraphs 1 through 36, of this Complaint.
12 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
15
plaintiff;
16
(B) For the purpose of influencing customers and potential customers not to
17
18 purchase TDS' services and/or financial products, but rather to purchase
19 defendants' competing services and/or financial products;

20 (C) Were widely disseminated to a significant portion of the potential market;
(D) Are false and misleading descriptions or representations of fact which

22
misrepresent the nature, characteristics and quality of TDS' services and/or
23
financial products;
25 (E) Were likely to and did damage TDS' business.
26 61. Defendants are therefore liable to TDS in damages pursuant to Section
27 43(a)(l)(B) of the Lanham Act, 15 U.S.C. § 1125(a)(l)(B).

28
24
COMPLAINT
1 62. In addition, IDS is entitled to an injunction prohibiting defendants from further
2 violations of the Lanham Act.

3 SIXTH CAUSE OF ACTION
4 Unfair Competition Under California State Law
5 Violation of California Business & Professions Code §17200
7 63. Plaintiff TDS incorporates by reference Paragraphs 1 through 36 of this
8 Complaint as though fully set forth herein.
9 64. Defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS
10 activities as set forth herein also constitute trademark infringement and unfair competition under
11 the laws of the State of California and at common law.
12 65. As a result of defendants' IRA, SCIANNA, ROCAMORA, OLSEN, KREBS,
13 EBS intentional state and common law trademark infringement and unfair competition, Plaintiff
14
TDS has suffered, and is continuing to suffer, irreparable injury, and has incurred, and is
15 continuing to incur, monetary damages in an amount to be determined at trial.
16 66. The infringing and unfair competitive activities of defendants complained of
17
herein are likely to continue unabated unless and until defendants are enjoined and restrained by
18
this Court.
19
SEVENTH CAUSE OF ACTION
20
Common and Statutory Trademark Infringement Under State Law
21 (Against Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and EBS)
22 67. Plaintiff incorporates by reference Paragraphs 1 through 36, inclusive, of this
23
Complaint, as though folly set forth herein. •
24
68. By their acts alleged herein, defendants IRA, SCIANNA, ROCAMORA, OLSEN,
25 KREBS, and EBS have engaged in trademark infringement under the common and statutory
26
laws of the State of California and California Business and Professions Code § 14330, et seq.
27
28
25
COMPLAINT
1 69. Defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS have
2 intentionally deceived the public by misrepresenting that'their financial services are in some way
3 sponsored or authorized by plaintiff TDS.
4 70. Plaintiff is informed and believes, and thereon alleges that, the aforesaid acts were
5 undertaken willfully and with the intention of causing confusion, mistake or deception on the
6 part of the consumers of TAX DEFERRED SERVICES, INC., TDS, and/or THE TDS GROUP.
7 71. Asa proximate result of the acts of defendants, and each of them, as alleged
8 herein, plaintiff TDS has suffered, is suffering and will continue to suffer irreparable damage
9 and, unless said defendants IRA, SCIANNA, ROCAMORA, OLSEN, KREBS and BBS are
10 restrained from continuing its wrongful acts, the damage will be increased since no adequate
11 remedy at law exists.
12 EIGHTH CAUSE OF ACTION
13 Slander Per Se Against TDS

15 72. Plaintiff, TDS hereby incorporates by reference paragraphs 1 through 36 of this
16 Complaint as if fully set forth herein.
17 73. As specifically identified hi paragraphs 32 and 35 of this Complaint, defendants
18 published unprivileged false and defamatory statements of fact to third parties of and concerning
19 plaintiff TDS' financial and regulatory compliance problems.
20 74. Defendants published these false and defamatory statements negligently, with
21 reckless disregard of their truth or falsity, and/or with knowledge of their falsity when made.
22 75. Defendants identified false and defamatory published statements have caused
23 injury and damage to TDS' reputation, goodwill and prestige.
24 76. As a direct result of defendants' identified false and defamatory published
25 statements, TDS has suffered actual injury, including pecuniary damage.
26 77. As a result of defendants' identified false and defamatory published statements,
27 TDS is entitled to nominal, general and exemplary damages.
28
26
COMPLAINT
1 NINTH CAUSE OF ACTION
2 For Breach of Contract
4 78. Plaintiff, IDS hereby incorporates by reference paragraphs 1 through 36 of this

6 79. As set out more fully in paragraph 25, supra, on or about August 30,2002,
7 plaintiff TDS entered into a written Franchise Agreement (Exhibit "A") to assist TDS in
8 marketing and supplying its Plan Administrator services and expanding its network.
9 80. Plaintiff duly performed all its obligations in accordance with the terms of the
10 Franchise Agreement, except insofar as defendants prevented such performance by their acts or
11 omissions.
12 81., From and since June 26,2009 and continuing through the present, defendants
13 breached the Franchise Agreement by (1) continuing to represent themselves as representatives
14 and/or affiliates of TDS, thereby infringing the trademarks and service marks of TDS;
15 (2) continuing to sell financial services to TDS clients without paying 10% of the gross revenue
16 generated; (3) utilizing a rubber signature stamps created without authorization or approval to
17 execute certain compliance documents that only TDS was authorized to execute; and
18 (4) undertaking certain conduct to disparage TDS and interfere with its clients. Plaintiff is
19 informed and believes and thereon alleges that Defendants IRA, ROCAMORA, OLSEN, EBS
20 and KREBS also breached the Franchise Agreement prior to this time by selling financial
21 services to TDS clients without paying 10% of the gross revenue generated by diverting sales in
22 such a manner that prevented TDS from having knowledge that such sales occurred.
23 82. As a result of defendants' breach of the Franchise Agreement, plaintiff has
24 suffered damage in an amount according to proof.
25
26
27
28
27
COMPLAINT
1 TENTH CAUSE OF ACTION
2 Business Disparagement
4 83. Plaintiff, TDS hereby incorporates by reference paragraphs 1 through 36 of this

6 84. As specifically identified in paragraphs 33 and 36 of this Complaint, defendants,
7 and each of them, published unprivileged false and disparaging statements of fact about plaintiff
8 TDS and its financial services to third party clients of plaintiff s financial condition, and
9 purported regulatory difficulties.
10 85. Defendants, and each of them, both individually and in furtherance of their
11 conspiracy, published false and disparaging information with malice, hi that they knew the
12 statements were false, and/or acted in reckless disregard of their truth or falsity, and/or acted
13 with ill will toward plaintiff TDS, and/or intended without privilege to interfere in TDS'
14 economic interests.
15 86. Defendants' publication of these false, defamatory and disparaging statements of
16 fact have proximately caused TDS to suffer special damages as set forth in paragraph 37, supra.
17 87. As a result of defendants identified false, defamatory, and disparaging statements
18 of fact, TDS is entitled to special and exemplary damages.
19 ELEVENTH CAUSE OF ACTION
20 Intentional Interference With Contract
22 88. Plaintiff incorporates by reference Paragraphs 1 through 36 of this Complaint, as
23 though fully set forth herein.
24 89. Plaintiff is informed and believes and based thereon alleges that defendants had
25 knowledge of plaintiff s contracts with third parties that had been entered into for the benefit of
26 plaintiff.
27 90. Defendants intentionally interfered with said contracts by various acts and/or
28 omissions including, but not limited to, the following:
28
COMPLAINT
1 a. Those acts described in paragraphs above;
2 b. Continuing to represent themselves as representatives and/or
3 affiliates of TDS, thereby infringing the trademarks and service marks of TDS;
4 c. Continuing to sell financial services to TDS clients without paying
5 10% of the gross revenue generated;
6 d. Utilizing a rubber signature stamps created without authorization
7 or approval to execute certain compliance documents that only TDS was
8 authorized to execute;
9 e. Undertaking certain conduct to disparage TDS and interfere with
10 its clients;
11 f. Creating conditions adverse to plaintiffs businesses; and/or
12 g. Other acts and/or omissions, according to proof.
13 91. Plaintiff is informed and believes that defendants exercised the acts and/or
14 omissions set forth above intentionally and/or with a reckless disregard to the consequences of
15 their conduct; and/or with specific intent to further their own pecuniary interest and to reap
16 unfair financial gains in violation of the trust placed in them by the public, including plaintiff and
17 in violation of their contractual and fiduciary duties, knowing all the while of the damage that
18 would be sustained by plaintiff.
19 92. As a legal result of the acts and/or omissions of defendants against whom this
20 cause of action is asserted, plaintiff suffered those damages as set forth above.
21 93. The conduct of defendants against whom this cause of action is asserted as
22 described hereinafter was done with a conscious disregard of plaintiff s rights and with an intent
23 to vex, injure or annoy plaintiff, such as to constitute oppression, fraud or malice pursuant to the
24 Civil Code, Section 3294, and either committed by or authorized, ratified or otherwise approved
25 by officers, directors or managing agents of defendants. Plaintiff is therefore entitled to punitive
26 damages in an amount appropriate to punish, deter or set an example of defendants, and each of
27 them.
28
29
COMPLAINT
1 TWELFTH CAUSE OF ACTION
2 Intentional Interference With Economic Advantage
6 95. Plaintiff is informed and believe and based thereon allege that defendants had
7 knowledge of the plaintiffs prospective advantageous business relationships and/or

8 opportunities.
9 96. Defendants intentionally interfered with said relationships and opportunities by
10 various acts and/or omissions including, but not limited to, the following intentional and
11 wrongful acts:
12 a. Those acts described in paragraphs above;
13 b. Continuing to represent themselves as representatives and/or
14 affiliates of TDS, thereby infringing the trademarks and service marks of TDS;
15 c. Continuing to sell financial services to TDS clients without paying
16 10% of the gross revenue generated;
17 d. Utilizing a rubber signature stamps created without authorization
18 or approval to execute certain compliance documents that only TDS was
19 authorized to execute;
20 e. Undertaking certain conduct to disparage TDS and interfere with
21 its clients;
22 f. Creating conditions adverse to plaintiffs businesses; and/or
23 g. Other acts and/or omissions, according to proof.

24 97. Plaintiff is informed and believes that defendants exercised the acts and/or
25 omissions set forth above intentionally and/or with a reckless disregard to the consequences of
26 their conduct; and/or with specific intent to further their own pecuniary interest and to reap
27 unfair financial gains in violation of the trust placed in them by the public, including plaintiff and
28
30
COMPLAINT
1 in violation of their contractual and fiduciary duties, knowing all the while of the damage that
2 would be sustained by plaintiff.

3 98. The aforementioned acts of defendants were wrongful and tortuous independent
4 of the interference itself for the reasons alleged above.

5 99. As a legal result of the acts and/or omissions of defendants against whom this
6 cause of action is asserted, plaintiffs suffered those damages as set forth above.
7 100. The conduct of defendants against whom this cause of action is asserted as
8 described hereinafter was done with a conscious disregard of plaintiff s rights and with an intent
9 to vex, injure or annoy plaintiff, such as to constitute oppression, fraud or malice pursuant to
10 C/v/7 Code, Section 3294, and either committed by or authorized, ratified or otherwise approved
11 by officers, directors or managing agents of defendants. Plaintiff is therefore entitled to punitive
12 damages in an amount appropriate to punish, deter or set an example of defendants, and each of
13 them.
14 THIRTEENTH CAUSE OF ACTION

15 Accounting

19 102. As set forth above, defendants, and each of them, improperly paid commissions
20 owed under the agreement, improperly diverted business from plaintiff to third parties, and failed
21 to compensate Plaintiff for the services which plaintiff performed.
22 103. The exact amount of money due from defendants to plaintiff for said breaches is
23 unknown to plaintiff and cannot be ascertained without an accounting of the books and records
24 of said defendants.
25
26
27
28
31
COMPLAINT
1 FOURTEENTH CAUSE OF ACTION
2 Injunctive Relief

6 105. Defendants' wrongful conduct as described above, unless and until enjoined and
7 restrained by order of this Court, will cause great and irreparable injury to plaintiff in that such
8 conduct, among other things: (a) is likely to confuse or deceive members of the public and
9 persons in the trade, contrary to fact, that defendants' services are provided by plaintiff IDS, or
10 are licensed, endorsed, sponsored or otherwise authorized by TDS; (b) that defendants and each
11 of their use of the marks that are identical or confusingly similar to TDS' trademarks and service
12 marks will create a likelihood of confusion with plaintiff TDS' services among TDS' customers
13 and members of the consuming public; (c) that defendants and each of their false and
14 defamatory statements will continue to damage TDS' reputation, goodwill and prestige; and
15 (d) intentionally interfere with TDS customer relationships and economic advantage thereby
16 preventing plaintiff from maintaining and/or expanding its business.
17 106. Plaintiff has no adequate remedy at law for many of the injuries that are
18 threatened in that it will be impossible for plaintiff to determine the precise amount of damage it
19 will suffer if defendants' conduct is not restrained.
20 PRAYER FOR RELIEF
21 WHEREFORE, plaintiff TDS seeks judgment against defendants, jointly and severally,
22 and other orders as follows:
23 1. For a preliminary and permanent injunction:
24 (a) enjoining all defendants, their officers, directors, agents, servants,
25 employees and all persons in active concert and participation with them, from
26 misrepresenting that they, or any of them, are authorized by, related to, affiliated with, or
27 otherwise associated with TDS;
28
32
COMPLAINT
1 (b) enjoining all defendants, their officers, directors, agents, servants,
2 employees and all persons in active concert and participation with them, from retaining
3 and/or using "IDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC."
4 and/or any other trademark or service mark that is confusingly similar to a trademark or
6 (c) enjoining all defendants, their officers, directors, agents, servants,
7 employees and all persons in active concert and participation with them, from
8 misrepresentation and disparagement of plaintiff TDS' financial condition and purported
9 regulatory problems and unfairly soliciting plaintiff TDS' existing representatives, and
10 from interfering with TDS' contracts with and selling to TDS' existing customers the
11 financial services provided by plaintiff TDS.
12 (d) any business cards, payroll fliers, logos, stationery, brochures,
13 advertisements and other marketing materials bearing the infringing trademarks or
14 service marks as set forth above, shall be delivered up for impoundment and ultimate
15 destruction as the Court directs.
16 2. For general and special damages according to proof at trial, but in any event in an
17 amount in excess of the jurisdictional limit of this Court;

18 3. For exemplary damages;
19 4. For the disgorgement by defendants of the amount by which they were unjustly
20 enriched;
21 5. For attorney's fees;
22 6. All damages hereunder shall be trebled in accordance with the provisions of 15
23 U.S.C.§1117;43(a)(l);(c)(l);and
24 7. For such other and further relief this Court deems just and proper.
25 DATED: August 17,2009 LAW OFFICES OF MICHAEL T. STOLLER, APC

26
27
28
COMPLAINT
EXHIBIT A
FRANCHISE A6REBMENT
THIS AGREEMENT Is signed on -.2fl 2002 between

TAX DEFERRED SERVICES, INC., a /V/^fc%^y tJorporailon. and
COMPLIANCE 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 the
service mark TAX DEFERRED SERVICES," as may be1 designated now
or later by the Franchisor (the "Proprietary Marks").
i
B. The Franchisor grants a license to use the Proprietary Marka, and financial
planning services operating under the name TAX DEFERRED SERVICES
CTDS").
C. The Franchisee deslraa to acquire from the Franchisor arid the Franchisor
desires to grant to the Franchisee a license to usa the Proprietary Marks
and any financial materials at a specified location wfihtn a designated
geographical area, subject to and In accordance with 'the terms of this
Agreement (the TDS Franchise").
The parties agrea as follows:
1. GRANT OF LOCATION
1.1 The Franchisor grants to the Franchisee, upon tha terms contained
fn this Agreement, the right, and the Franchisee undertakes the obligation, to
establish 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 relocate
the TDS Franchise without the written approval of the Franchisor, which approval
may not be unreasonably withheld or delayed.
1 .3 The Franchisor agrees that it will not grant another TDS Franchise
or establish for itself a company-owned TDS Franchise Swithln the following
specified area:
Within Santa Clara County
09/2«/«004 TUB Jl2:iO m/RX NO ami @004

^2006, 17:28
$003/015
(the "Designated Territory"). Provided, however, that the Franchises meet Ihe
specified sales goals stated in Section 5; and further provided, that the
Franchisor, as well as the Franchisor's Affiliates rasarva expressly the right to
conduct In Its or their sote discretion any promotional function or actfvfty within or
outside of the' Designated Territory, Including, but not limited to," luncheon
meetings, sending matter* and other types of promotions. In addition, the
Franchisor reserves the right to offer and self any financial products bearing the
Proprietary Marks to persons or entities of the Franchisor's own choosing, within
the Designated Territory. Further dteflnfflon of "Designated Territory* would be
any school district that IDS chooses outside of the Santa Clara County area that
TDS requires the Franchisee to provide trained representatives fof purposes of
serving that school district, Any sales or accounts that have been opened
electronically (vta ths Web) would be considered the Francfeee's right of
territorial domain and be commissioned and considered revenue to be received
oy the Franchisee.
2. DUTIES OF THE FRANCHISEE
2,1 During this Agreement, the Franchisee will restrict his or her
activities exduaivoiy to financial services for pqb(fe or
TDS Franchise, unless otherwise approved- In writing by the
Franchisor.- — • -- ; - --
2,2 The Franchisee will obtain all required gcWiment licenses
and permits for the establishment and oparatlon'o? the TDS Franchise and
maintain these licenses and permits In full force and effect, throughout this
Agreement Ths Franchisee will operate the TDS Franchise In
compliance with all applicable local, state and federal {statutes, rules,
ordinances and regulations and will take prompt and Immediate action to
correct any violation stated in any notice issued by any governmental or
municipal authority with respect to the establishment and/or operation of
the TDS Franchise, The Franchisee will comply with all governmental
orders or decrees Issued by any federal, state or local agency with respect
to the T05 Franchise.
23 The Franchisee must employ a sufficient nUmber of qualified
representatives and other personnel to successfully and efflctentty operate
the TDS Franchise including the following;
2.3.1 The Franchisee agrees to maintain; and assure that
his or her employees maintain the highest qualify standards of
professionalism and Integrity In the operation of the TDS Franchise.
2.3.2 The Franchisee agrees to conduct ongoing training
classes for its representatives.
U/21/20.0B. 17:28
<& 004/015
2,3.3 The Franchisee agrees to screen carefully

prospective trainees and staff applicants before employment and to
employ only those who have good moral character, experience and
training.
2.4 The Interior and exterior d6cor of the TDS Franchise, as well
as the Location, must be tasteful, In accordance with loc£i community
standards and with due regard at all times to the preservation of the
dignity and quality associated wfth the Proprietary Mart®. Tfte Franchises
will maintain the TDS Franchise premises In the highest degree of
cleanliness, attractiveness, orderliness, sanitation and repair, and will
make all additions, alterations, repairs and replacements to the premises
as may be required for that purpose Including the periodic repainting or
replacement of obsolete signs, furnishings, equipment and de*cor as the
Franchisor may reasonably direct,
2.5 The Franchisee will operate the TDS Franchise and ail
activities fn conformity with the standards, operating procedures and
policies stated by the Franchisor, and as- tha Franchisor-may otherwise
reasonably prescribe fn writing.
2.6 in order to protect the goodwill associated with the
Proprietary Marks, the Franchisee wiii use exclusively the services and
products authorized by TDS Products and Services Approval Committee.
2.7 The Franchisee wiil permit the Franchisor ajid Its agents or
designated representatives to enter the TDS Franchise, without prior
notice, during normal business hours for the purpose of conducting
inspections; will cooperate fully wilh the Franchisor's agents or
representatives In these inspections by rendering the assistance as they
may reasonably request. Upon written notice from the Franchisor, or its
agents or representatives, and without BmKJng Hie Franchisor's other
rights under this Agreement, the Franchisee wfli take ail steps as may be
necessary to correct an/ deficiencies detected during these inspections
including Immediately desisting from any action in violation of the
requirements Imposed upon the Franchisee by thisAgreement
3. OBLIGATIONS OF THE FRANCHISOR '

3.1 Tha Franchisor or Its designated representatives will, upon
reasonable request, consult wilh and advise tie Franchisee by mail or by
telephone with respect to matters pertaining to Jhe servicing of publio or
private schools.
09/28/2004 TDS
.NO
17;23
4. PEES
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 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 from any and ail
busfnesa revenue received from electronic transactions (via the Web)
within tha Designated Territory of this Franchise from the date of this
Agreement
•
4.3 (f any fea or other amount due under this Agreement Is not
paid within ten (10) days after the payment Issue, the Franchisee will pay
a sen/tea charge equal lo the lesser of the dally equivalent of 13% per
year, or tha highest-rate then permitted by applicable few, far each day the
amount Is past due. If It Is necessary for the Franchisor to employ an
attorney to collect any amount due from the Franchises under this
Agreement, the Franchisee agrees to pay ali costs of collection^ Including
a 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'Ub
Franchise as follows; ~ ~~~— •—
Sea Exhibit A attached hereto
5,2 If the Franchisee falls to meet the specified goals stated In

Section 5,1 for any __ periods, all of the Franchl84e's rights In and
to territorial protection fn the Designated Territory permanently cease and
the Franchisor may, In its sole discretion, franchise other TDS Franchises
or operate a TDS Franchise within tha Designated Territory. However, all
renewal and trailer commissions earned by the Franchisee prior to
termination of this Agreement would continue as long as the business
stays on the books. All other remaining terms of this Agceement,continue.
09/28/2004 TUB
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1^1006/016
6. INSURANCE
6.1 The Franchisee agrees to obtain before the cjpenlng of the
Franchise, and maintain fn fair force and effect during the Agreement,
Errors and Omissions Insurance for any producer representing the
Franchisee, • ' "' ''~»*:.--~ "- "-^"'
82 These policies must include, at a minimum (except as
additional coverages and higher policy limits are reasonably specified for
all franchisees by the Franchisor In writing) the following;
i
6.2.1 Errors 4 Omission Insurance to be kept at levels to satisfy
Broker Dealer requirements,
8.2.2 Franchises agrees to obtain before opening of the
Franchise, and maintain in full force and effeot during this
Agreement, general liability insurance naming TDS as additional
insured (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 be
conducted in a tasteful and dignified manner and must be conducted
consistent with tha dignity and integrity of the Proprietary Marks, in
accordance with good business practices, The Franchisor may, In Its sole
discretion, object to and have the right to terminate the Franchisee's use
of the Proprietary Marks... ;
7.2 The Franchisee will display the Proprietary Marks In the

manner prescribed by the Franchisor Irrhla or her actfvkies and on all
stationery, business cards, operational forms and printed signs and all
other advertising and promotion materials used In connection with the
TDS Franchise. Afl displays of the Proprietary Marks, Including all interior
and exterior signs, must dearly state and identify the'Franchisee as a
TDS Franchise," In the specific form required by the Franchisor.
7.3 The Franchisee will submit to the Franchisor for approval
samples of all advertising and promotional plans and i materials and all
other materials and all other materials displaying- the Proprietary Marks
that the Franchisee desires to use and that have not •been prepared or
previously approved by the Franchisor, The Franchisor has the right to
disapprove the plans and materials for failure to be consistent with the
goodwill associated with the Proprietary Marks, upon notice In writing to
99/28/2004
TUB 12:10 ITX/ftI NO 8487] @OOS
11/21/2UOB, 17,'Zt» KiU
1^007/015
the franchisee within thirty (30) days from the date a\ ..acefpt by the
Franchisor 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 this
Agreement, to any person or legal entity.
a2 This TDS Franchise Is personal to the Franchisee. Ths
Franchisee will not sell, assign, transfer or convey the following without
the 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 otherwise
segregated and sold or transferred by the Franchisee. The Franchisor will
not, however, unreasonably withhold "or delay its consent jto a transfer of
the TDS Franchise or any ownership Interests in the Franchisee, provided
that all of the following-conditions are met before jthe time of the proposed
transfer: J
" "**1 ' »
8.3.1 All of the Franchisee's acenjed monetary obligations
to 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 monetary
obligations or other outstanding obligations 'due from the
Franchisee;
6.3.3 If permitted by applicable (aw, the Franchisee must
sign a general release under seal, In a form satisfactory to the
Franchisor, 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 arising
under federal, state and local laws, rules and ordinances;
HA1
&008/015
8.5.4 The transferrea must demonstrate to t,' Franchisor's

satisfaction 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 be
evidenced by prior related business experience or otherwise; has
adequate financial resources and capital to own and operate the
TDS Franchise and has no material, prior unresolved problems
related to financial planning services. The Franchisee will provide
the Franchisor with any Information that the Franchisor may
reasonably require to make Its determination concerning each
proposed transfer.
8.3.5 The transferee must sign (and/or, upon the
Franchisor's request, cause an Interested parties, to sign) the
Franchisor's then-current standard form franchise agreement and
other 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 all
requited supporting documentation. The failure i to submit the
Information required In the Franchisor's then-currant standard'
application form, Including alt required supporting'documentation, Is
reasonable grounds for rejection of the proposed transfer.
8.4 Any purported assignment, transfer, conveyance or
encumbrance of the TDS Franchise, any right or Interest created In this
Agreement, or of any ownership Interest in the Franchisee* without.the
written consent of the Franchisor, is null and void,land results in
termination of this Agreement, as stated in Article 9.
8.5 The Franchisor's consent to a transfer of any interest
granted in this Agreement does not constitute a waiver of any claims the
Franchisor may have against the transferring party, nor Deemed a waiver
of the Franchisor's rights to demand exact compliance' with any of tha
terms of this Agreement by the transferee.
8.6 It Is agreed that since. Franchjsee has beeh an Integral part
of brinolno this Franchise toJniltion. upon anv sale of tTDS. Franchisee
shall have tha gotten of being a. part of the safe; tha value to be negotiated
between TDS and tha Franehisae known as The IRA Center0,
9. DEFAULT AND TERMINATION
9.1 Except as otherwise provided by applicable law, the
Franchisee will be deemed to be In default under this Agreement, and this
09/24X2004 TUB d:lO m/Rl NO 8487] ®010

Agreement and all rights granted In this Agreement wii. automatically
terminate without opportunity to cure and without notice by the Franchisor
to the Franchisee, If the Franchisee files any petition in* bankruptcy,
voluntary or Involuntary.
Franchisee will be deemed In default under Ibis Agreement and the
Franchisor may, at its option, terminate this Agreement and all rights
granted in this Agreement without affording the Franchisee any
opportunity to cum 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-United States
mails, 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, in
Franchisor's reasonable opinion, the Franchisee cannot fulfill his or
her obligations to TDS cfient or to One Franchisor, as provided in
this
s\
Agreement; •
9.2.2 The Franchisee makes an asisfgnrnent'for the banafit

of his or her creditors;
The Franchisee admits in writing his or her Inability to
pay his or her debts generally as they become due;
9.2.4 The Franchisee suffers temporary or permanently
appointed receivership;
9.2.5 The Franchisee Is convicted of a felony or any other
crime or offense, including any violation of SEC rules, that Is
reasonably likely, in the sole opinion of the Franchisor, to adversely
affect the Franchisor, the Proprietary Marks, or the goodwill
associated with the Proprietary Marks;
9.2,8 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 fans to comply with the covenants
stated In Article 11;
8.2.8 The Franchisee, falfe to pay 10% of; the Franchisee's
gross revenue or other payments on specific due dates to
Franchisor.
09/28/2004 TOE
•a 010/015
9.3 Except as stated In Sections 9.1 and 9.2, v it except as

otherwise provided by applicable law, the Franchises has 3p days after
receipt from the Franchisor of a written notice of default within which to
remedy a default of any of the terms of this Agreement, as stated in the
written notice'of default, and provide written evidence of (cure to the
satisfaction of the Franchisor, if the notice of default Is deposited by the
Franchisor in United States mails, certified mall, then receipt will be
presumed 5 days after- majiing by the Franchisor, if arty default is not
cured within the SO day period (or longer period as appfip^ble law may.
otherwise require), the Franchisor may, at its option, terminate this
Agreement and all rights granted in this Agreement without affording the
Franchises any further opportunity to cure the default, with termination to
be effective immediately upon the depositing -of the notice of termination
by the Franchisor In the United States Mail, certified mail.
10. OBLIGATIONS UPON TERMINATION
Upon the termination of thte Agreement by either the Franchises or the
Franchisor, by operation* of law, the Franchisee's obligations am as follows:
10.1 The Franchisee will Immediately cease to operate the TDS
Franchise and Is- prohibited thereafter from either directly or indirectly
representing himself or herself to the public, or to any person, that he or
she \3 a present or former TDS Franchisee.
10.2 The Franchisee will Immediately and permanently cease to
use, by advertising or any other manner, the trademarks, trade names,
setvtaa marks, signs, structures and other forms of adverting and indicia
as a TD3 Franchisee, including ail materials and articles displaying the
Proprietary Marks and agrees to turn over ai( discs, systerns, trade secrets
and any other material? provided by TDS without duplication or copying.
10.3 The Franchisee must take all action as may be required to
cancel all assumed names or equivalent fictlHoua name registrations
relating to use of the Proprietary Marks and any other related marks in
connection 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 cause
confusion, mistake or deception, or to dilute the Franchisor's exclusive
rights In and to the Proprietary Marks, nor utilize any designation of origin
or description or representation falsely suggesting or-'representing an
association or connection with the Franchisor which constitutes unfair
competition, in any business which it may thereafter engage.
03/25/2004 TUB 12:10

17:28
IS 011/016
10,5 The Franchisee will promptly pay all sums! owing to the
Franchisor. The Franchise* will also pay all damages, costs and
expense^ Including reasonable attorns/a fês incurred byfthe Franchisor
as a result of a default by the Franchisee which resulted fn termination of
this Agreement, Including all fees and caste In obtaining InjcmcHve or other
relief for the enforcement of the Franchisee's obligations In Jhls Article,
11. COVENANTS
11.1 The Franchisee agrees that during tha term of this

Agreement, except as otherwise approved In writing by'the Franchisor,
which approval wili not be unreasonably withheld or delayed, die
Franchisee will personally devote his or her full time, energy and best
efforts to the management and operation of the TDS Franehfee,
11.2 TTia Franchisee agrees that during the term of this
Agreement, tha Franchisee will not, either directly or indirectly, for himself
or 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, any
other act injurious or prejudicial to the goodwill associated with the
Proprietary Marks; ^/
11.2.2 Employ or seek tq employ any person, who is at that
time currently employed by any other TDS Franchise or had been
employed by any other TDS Franchise in the pijevious ninety (90)
days, or directly or indirectly, Induce that person to leave his or her
employment, without the written consent of the current or previous
employer of tha person;
11.2.3 Own, maintain, engage in or haveiany Interest In any -
business specializing, in whole or in part, financial planning
services, other than as a TDS Franchisee.
12. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

12.1 It is agreed by the parties mat this Agreement does not
create a fiduciary relationship between or amend them'. The Franchisee is
an independent contractor. Nothing in this Agreement fs Intended to
constitute or construe tha Franchises as an agent, jegal representative,
09/28/2004
17:30
10012/015
subsidiary, Joint venture, partner, affiliate, employee 01 .servant of the

Franchisor for any purpose.
12.2 (t Is agreed that nothing in this Agreement Authorizes the
Franchisee to mate any contract, agreement, warranty or representation
on the Franchisor's behalf, or to Incur any debt or other obligation in the
Franchisor's name* Tha Franchisor will not assume liability for, or be
deemed liable under this Agreement, as a result of any action, or by
reason of any act or omission of the Franchisee, his or her employees or
agent, In hls-or her conduct of the TDS Franchise,
12.3 The Franchises indemnifies the Franchisor, Us parent
company and its affiliates, as well as their respective officers, employees,
partners, directors and shareholders (for purposes of this Section only, all
are (collectively, the "^Company") and holds the Company, and each of
them, harmless from, against, for and in respect of any damages, losses,
obligations, liabilities, claims, deficiencies, costs and expanses, Including
reasonable attorney's lees and other costs and expenses. Incident to any
suit, action, Investigation, claim or proceeding <coiieotfveiy, the
"Company's Losses") suffered, sustained, incurred or required to be paid
by 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 TDS
Franchise;
(b) The TDS Franchise;
(c) Any suit, action, deJm or proceeding brought by any
person or entity within the Designated Territory during the term, and
renewals with respect to the TDS Franchise irrespective of when
the claim arose;
(d) Any failure by tha Franchisee to observe or perform
his or her covenants and agreements slated in this Agreement; or
(e) Any injury to, or loss of property ot, any clients of the
TDS Franchise,
Alf of the Compan/s Losses must be satisfied fay cash payments from the
Franchisee to the Company. The Franchisee will, In writing, nbtify the Franchisor
immediately as to any suit, action, Investigation, claim or proceeding for whfch
indemnification might be claimed fay the Company, or any of them. Upon receipt
of any notice of SUB, action, Investigation, claim or proceeding for which
indemnification might be claimed by Ihe Company, or any of them, the Company
11
TUB
.17:30
1^013/016
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. The
Franchises has the right to select hJa or her own counsel; provided, that
attorney's fee£ and costs for this counsel are pafd by the Franchisee. The
Company Is entitled to control the defense or prosecution of the ImgaBon, unteas
the Company has consented In writing to -oftow the Franchisee to control the
litigation,
13. NOTICES
Any notices required or permitted under this Agreement must be in writing
and be personally delivered or mailed by certified or registered mail, return
receipt requested, to tha respective parties at the following addresses unless and
until 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. i
6740 Windmill Way, #16 , :_.. ,
Carmlchael, CA 96608 ..' ..
Notices to the Franchisee:
Mr. Randy Scfanna, on behalf of
The IRA Center. Ino.
14388 Union Avenue
San Jose, CA 95124
14. ENTIRE AGREEMENT
This Agreement and the documents .referred to in this Agreement
constitute the entire, full and complete agreement between tf)e Franchisor and
tha Franchisee concerning the subject matter of ihis Agreement, awUupersede
all prior agreements. No other representations have been made by tha
Franchisor or its agents to induce the Franchisee to sign this Agreement, No
amendment, change or variance from this Agreement is binding on either party
unless mutually agreed to In writing by the parties and signed by their authorized
officers or agents in writing.
TAX DEFERRED SERVICES, INC. IRACi
By.
09/2S/Z004 TUB fc:W ITX/SI NO 8487) @013

SUM-100
!^$<FOR COURT USE ONLY
SUMMONS V(SOLO PARA USD DEIA CORTE)
(CITACION JUDICIAL) ,.. . Gowl CM Calif OT
R, a Californi ara t ion ;
NOTICE TO DEFENDANT:
TA • • |Lffn(tw
FINANCIAL, EEC a Califorfiia limited . .lability
lit ,- Us r- re
and
YOb ARE BEING SUE~6 BY PLAINTIFF:
(LO ESTA DEMANDANDO EL DEMANDANTE):
THE TDS GROUP, INC., a California Corporation as successor in all
rights and interest to TAX DEFERRED SERVICES, INC., <=. <^ WW7;
^ Cot pc
NOTICE! You have been sued The court may decide against you without your being heard unless you respond within 30 days Read the information
below
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 copy
served 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 your
case 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 Courts
Online Self-Help Center (www courtinfo ca gov/selfhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask
the 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 property
may 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 attorney
referral service If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program You can locate
these 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 and
costs 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 case
iAVISO! Lo ban demandado. SI no responds dentro do 30 dias. la corte puede deadir en su centre sin escuchar su version Lea la mformaaon a
continuation
Tiene 30 DiAS DE CALENDARIO dospues de que le entreguen esta cttacton y papeles legates para presenter una respuesta por escnto en esta
corte 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 ester
en tomato legal correcto si desea que procesen su caso en la corte. £s posible que haya un formulario que usted pueda usar parasu respuesta
Puede enoontrar estos formulanos de la corte y mis information en el Centro de Ayuda de las Cortes de California (www.sucorte.ca gov), en la
biblioteca 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 corte
que ledeun fbrmulano de exenoon de pago de cuotas Si no presenta su respuesta a tiempo, pueda perder el caso por incumplimiento y la corte le
podra 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 de
remision a abogados Si no puede pagar a un abogado, es posible que cumpla con los requis/tos para obtener sennctos legates gratultos de un
programa 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 el
coteg/o de abogados locales. A VISO. Por ley. la corte tiene derecho a reclamar las cuotas y los costos exentos por importer un gravamen sobre
cualqwer recuparacion de $10.000 6 mas de valor recibida mediante un acuerdo o una concesion de arbitrate en un caso de derecho cMI Tiene que
pagar el gravamen de la corte antes de que la corte pueda desechar el caso
The name and address of the court is- CASE NUMBER.

(HumerofclCaco).
(B nombre y direccton da la corte es)
SACRAMENTO SUPERIOR COURT, 720 Ninth Street
Sacramento, 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 demandant tfe que no tiene abogado, es)
Michael T. Stoller, Esq. 9454 Wilshire Bvd. #500, Beverly Hi 18-226-4040
DATE .Deputy
AUG 1 7 2009 (Adjunto)
(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)
[SEAJJ
1. I I as an individual defendant
2 | | as the person sued under thefictrtjousname of (specify).
3 I i on behalf of (specify)
under L__l CCP 416 10 (corporation) CCP 416 60 (minor)
I I CCP 416 20 (defunct corporation) CCP 416 70 (conservatee)
LI CCP 416 40 (association or partnership) |~~~) CCP 416 90 (authorized person)
L" I other (specify)-
4 I I by personal delivery on (date)
Page I oft
Form Adopted for Mandatory Use
Judicial Council of Caftomra SUMMONS Code of Owl Procedure §§412 20 465
SUM-100 [Rev July t 2009] mmcouiSntoagov
Arrwncan LegalNet, Inc
SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO
ORDER DETERMINING DISPOSITION OF EX PARTE APPLICATION
Case Name Case Number
IK IRA
Type of Application By Application
Names of Appearing Party Representing
A
The Court, having considered the above entitled ex parte application Qwithout a hearing [after hearing
with appearance as noted above, rules as follows:
D The application is granted
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 I order.
AUG 18 2009
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 and
sets this matter for hearing on its regular law and motion calendar on September 15, 2009
at 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 all
defendants by August 20, 2009. To the extent plaintiff has not already done so, it shall
serve complete copies of its ex parte papers and this Order on all named defendants by
August 20, 2009. Proof of service of this Order and Exhibits/Notice of Errata shall be
filed by August 24, 2009.
Defendants shall file and serve via fax or email their Opposition to the Motion for
Preliminary Injunction by September 2, 2009.
Plaintiff shall file and serve via fax or email its Reply by September 10, 2009.
t t
MICHAEL T. STOLLER, ESQ. SBN 120241
LAW OFFICES OF MICHAEL T. STOLLER, APC ILEDX
i i i~i r~i <—r^r"t
[J U l"\T7c U
9454 WILSHIRE BLVD., SUITE 500
Telephone: 818-226-4040 AUG } 8 2009
4 Facsimile: 818-226-4044
By.
Ao—J
A. O'Donnell
5 Attorneys for Plaintiff
6
7
10
11 THE TDS GROUP, INC., a California ) CASE NO. 34-2009-00055591
12 interest to TAX DEFERRED SERVICES,) [Complaint filed 8-17-09]
INC., a California Corporation,
13 EX PARTE APPLICATION FOR
Plaintiffs, TEMPORARY RESTRAINING
14 ORDER AND ORDER TO SHOW
CAUSE RE PRELIMINARY
15 vs. INJUNCTION; MEMORANDUM OF
POINTS AND AUTHORITIES IN
16 THE IRA CENTER, a California SUPPORT THEREOF
Corporation; RANDY SCIANNA, an [Concurrently Filed With Supporting
17 individual; RENE ROCAMORA, an Declarations and Proposed Order]
individual; REBECCA OLSEN, an
18
individual; EMPLOYEE BENEFIT Date: August 18,2009
19 SERVICES, INC., a California Time: 2:15 p.m.
Corporation; WILLIAM L. KREBS, an Dept: 54
20 individual; PENSION PLANNERS
SECURITIES, INC., a California
21 Corporation; GINA DUREYA, an
22 individual; BAR FINANCIAL, LLC a
California Limited Liability Company;
23 ANTHONY TARANTINO, an individual,)
JOHN BRACKETT, an individual, ERIC )
24 A. HUCK, an individual and DOES 1-
100, inclusive,
25
26 Defendants.
27
28
i
EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSF
f
1 TABLE OF CONTENTS
2
4 Table of Contents i
Table of Authorities ii
6
Memorandum of Points & Authorities 4
7
I. Introduction 4
8
II. Factual Background 4
9
A. The TDS Logo 4
10
B. TDS and IRS/Krebs Entered Into An
Agreement Authorizing Them To Use The
12 TDS Propriety Marks 7
13 C. PPS/DUREYA Intentionally Interferes With

TDS Customers and TDS Representatives
14 (Sales) Force 9
15
D. Smear Campaign 11
16
E. Termination of IRA and KREBS 15
17
III. Argument 21
18
IV. An Injunction May Be Granted Pursuant To
Business And Professions Code §§ 17204
20 And 17535 And Under California's Code Of
Civil Procedure Restraining An Act To Prevent
21 Irreparable Harm To The Moving Party 21
22
IV. Any Balancing Of Equities Clearly Favors The
23 Granting Of The Injunctive Relief Being Requested 23
24 V. Conclusion 23
25
26
27
28
t
1 TABLE OF AUTHORITIES
2
3
Codes
4
California Code of Civil Procedure § 527(c)(l) 4
5
Cal. Code Civ. Proc. §527.6 4
6
Business & Professions Code §17203 21
7
Business and Professions Code §§ 17200 and 17500 21
8
9 Business and Professions Code §§ 14330 and 143 3 5 (a) 22
10
Cases
11
Brockey v. Moore (2003) 107 Cal App 4th 86,
12 102, 131 Cal Rptr 2d 746 page 14 21
13
Hewlett v. Squaw Valley Ski Corp. (1997)
14 54 Cal App. 499, 540, 63 Cal.Rptr.2d 118 21
15 Barquis v. Merchants Correction Ass 'n (1972)
16 7Cal.3d94, 111 22
17 People ExRel. Moskv. National Research Co. of Calif. (1962)

201 Cal.App.2d 765, 771 22
18
Courtesy Temporary Service, Inc. v. Camachio (1990)
19 22 Cal.App.3d 1278.) 23
20
Mutual Pharmaceutical Co. v. Ivax Pharmaceuticals 459
21 F.Supp.2d 925 (C.D. Cal. 2006) 23
22
23
24
25
26
27
28
n
f I
1 MICHAEL T. STOLLER, ESQ. SBN 120241
3 Telephone: 818-226-4040
4 Facsimile : 818-226-4044
6
7
10
11 THE TDS GROUP, INC., a California ) CASE NO. 34-2009-00055591
12 interest to TAX DEFERRED SERVICES, ) [Complaint filed 8-1 7-09]
INC., a California Corporation, )
13 ) EX PARTE APPLICATION FOR
Plaintiffs ) TEMPORARY RESTRAINING
14 \ ORDER AND ORDER TO SHOW
( CAUSE RE PRELIMINARY
15 vs
' INJUNCTION; MEMORANDUM OF
) POINTS AND AUTHORITIES IN
16 THE IRA CENTER, a California ) SUPPORT THEREOF
Corporation; RANDY SCIANNA, an ) [Concurrently Filed With Supporting
17 individual; RENE ROCAMORA, an ) Declarations and Proposed Order]
18 individual; REBECCA OLSEN, an )
individual; EMPLOYEE BENEFIT ) Date: August 18, 2009
19 SERVICES, INC., a California ) Time: 2:15 p.m.
Corporation; WILLIAM L. KREBS, an ) Dent' 54
20 individual; PENSION PLANNERS )
SECURITIES, INC., a California )
21 Corporation; GFNA DUREYA, an )
22 individual; BAR FINANCIAL, LLC a )
California Limited Liability Company; )
23 ANTHONY TARANTINO, an individual,)
24 A. HUCK, an individual and DOES 1- )
100, inclusive, )
25
26 Defendants. )
97
/. /
28
1
EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE
t
1
2 COMES NOW, Plaintiff, TAX DEFERRED SERVICES, INC., a California
3
corporation, as successor in all rights and interest to TAX DEFERRED SERVICES, INC., a
4
California Corporation, (hereinafter "TDS") and complains against THE IRA CENTER, a
5
California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA"), an
6
individual; RENE ROCAMORA ("hereinafter "ROCAMORA"), an individual; REBECCA
7
8 OLSEN (hereinafter "OLSEN"), an individual; EMPLOYEE BENEFIT SERVICES, INC., a
9 California Corporation (hereinafter "BBS"); WILLIAM L. KREBS, an individual (hereinafter
10 "KREBS"); PENSION PLANNERS SECURITIES, INC., a California Corporation, (hereinafter

11
"PPSI"); GINA DUREYA, an individual, (hereinafter "DUREYA"); BAR FINANCIAL, LLC
12
(hereinafter "BAR"); ANTHONY TARANTINO (hereinafter "TARANTINO"); JOHN
13
BRACKETT, an individual; ERIC A. HUCK, an individual and DOES 1-100, inclusive, as
14
15 follows: THE TDS GROUP, INC., a California corporation, as successor in all rights and
16 interest to TAX DEFERRED SERVICES, INC., a California Corporation (hereinafter "TDS"),
17 hereby applies for a temporary restraining order restraining Defendants THE IRA CENTER, a
18
California Corporation (hereinafter "IRA"); RANDY SCIANNA (hereinafter "SCIANNA");
19
RENE ROCAMORA (hereinafter "ROCAMORA"); REBECCA OLSEN (hereinafter
20
"OLSEN"); EMPLOYEE BENEFIT SERVICES, INC., a California Corporation (hereinafter
21
EBS"); and WILLIAM L. KREBS (hereinafter "KREBS") from engaging in any and all of the
23 following acts:
24 (a) enjoining all Defendants from misrepresenting that they, or any of
25 them, are authorized by, related to, affiliated with, or otherwise associated with
26 TDS;
27
28
f
1 (b) enjoining all Defendants from retaining and/or using "IDS", "TAX
2 DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any other trademark
3 or service mark that is confusingly similar to a trademark or service mark owned

4 by TDS; and
5 (c) enjoining all Defendants from misrepresentation and disparagement of
6 plaintiff TDS' financial condition and purported regulatory problems and unfairly
7 soliciting plaintiff TDS' existing representatives, and from interfering with TDS'
8 contracts with and selling to TDS' existing customers the financial services provided
9 by TDS.
10 Plaintiff TDS further applies for an order to show cause why a preliminary injunction
11 should not be granted enjoining the above named Defendants, their agents, servants, and
12 employees from committing the above-described acts during the pendency of this action.
13 This Ex Parte Application is made on the grounds that pecuniary compensation would
14 not afford the adequate relief to Plaintiff TDS; and that the relief requested is justified under
15 Code of Civil Procedure §§ 527(c)(l) and 527.6, and Business and Professions Code
16 §§ 17204 and 17535; and the Federal Latham Act and this court's equitable powers. Great
17 and irreparable harm will result to Plaintiff unless a temporary restraining order is issued
18 enjoining Defendants from committing the acts outlined above since Defendants have created
19 confusion in the market place by unduly using Plaintiffs trade name and trademark and have
20 made false disparaging remarks to plaintiffs' customers which have resulted in some of them
21 terminating their agreement with plaintiff.
22 This Ex Parte Application is based upon this Application; the attached Memorandum
23 of Points and Authorities in support thereof; the Declarations of Loy Douglas Holt and
24 Alonzo Wickers filed concurrently herewith, as well as such other and further oral and
25 documentary evidence as may be presented at the time of the hearing.
26 DATED: August 17, 2009 LAW OFFICES PF MJ£HAEL T. SJOLLER, APC
27
IAEL T. STOI
28
Attorneys for Plaintiff
f
1 MEMORANDUM OF POINTS AND AUTHORITIES
2 I. INTRODUCTION
3 Plaintiff TDS' ex parte application for a temporary restraining order, being filed
4 concurrently with its application for an Order to Show Cause re preliminary injunction, is
5 engendered by the threat of imminent harm to TDS' current and future business.
6 This is an action by plaintiff TDS against defendants, IRA, SCIANNA,
7 ROCAMORA, OLSEN, KREBS and BBS who have and continue to infringe TDS'
8 trademarks and service marks; who have and continue to make misrepresentations in the
9 marketplace that are damaging to TDS' reputation, and its existing and prospective economic
10 advantage; and who have and continue to interfere with TDS' customer relationships and
11 otherwise to compete unfairly and unlawfully with TDS, and with the assistance of
12 defendants GINA DUREYA (hereinafter "DUREYA"), PENSION PLANNER
13 SECURITIES, INC. (hereinafter "PPSI"), ANTHONY TARANTINO (hereinafter
14 "TARANTINO"), JOHN BRACKETT (hereinafter "BRACKETT"), ERIC A. HUCK
15 (hereinafter "HUCK") and BAR FINANCIAL, LLC (hereinafter "BAR") as co-conspirators
16 with the goal of putting TDS out of business.
17 A temporary restraining order ("TRO") may also issue in connection with an
18 application for a preliminary injunction where it appears from the facts shown by affidavit
19 that "great or irreparable" harm will occur before the matter can be heard on notice,
20 California Code of Civil Procedure § 527(c)(l), and where harassment and intimidation of
21 individual witnesses is shown to exist. (Cal. Code Civ. Proc. §527.6.) Such is the case here.
22 II. FACTUAL BACKGROUND
23 (As set forth in the attached Declaration of Alonzo Wickers (hereinafter "Wickers")
24 at paragraphs 5-11, the following events occurred):
25 A. The TDS Logo
26 Beginning in or about 1979, TDS has been a Plan Administrator, as that term was
27 commonly known, which provides administrative services to non-profit Public Schools,
28 County Offices of Education and/or Community Colleges throughout the United States
4
f f
1 (hereinafter "School Districts"). Typically, members of these groups are school employees
2 who are eligible to create certain defined contribution retirement plans, commonly known as
3 Internal Revenue Code section 457 or 403(b) Plans. These Plans allow school employees to
4 save money from their earnings and to purchase certain financial products from life insurance
5 companies and mutual funds. Plaintiff, TDS serves as a Plan Administrator which provides
6 services that include, among other things, being the Compliance Administrator for the
7 various defined contribution plans, which plans require compliance with federal and state tax
8 regulations, and being the common remitter (i.e., monthly gross payments from the schools
9 are allocated and paid to each vendor that has established a financial product for an
10 individual teacher). By virtue of these contracts, TDS has become the financial advisor to
11 the teachers and end participants. In addition to the Plan Administrator Services, these
12 contracts provide that TDS shall be the exclusive plan provider for 457 accounts. Over time
13 TDS has developed a reputation as a trustworthy source of information and a reliable
14 endorsement of other companies that provide financial services.
15 Since 1979, Plaintiffs predecessor adopted the trademarks and/or service marks "Tax
16 Deferred Services" and "TDS", which it clearly imprinted on business cards, payroll flyers,
17 logos, stationery, brochures and other marketing materials that were extensively and
18 continuously utilized to promote and provide its services and financial products. On or about
19 July 14,2006 THE TDS GROUP, INC. was formed (hereinafter "THE TDS GROUP"),
20 which became the successor in all rights and interest to TAX DEFERRED SERVICES, INC.
21 and which adopted the trademark and/or service mark "THE TDS GROUP, INC." which it
22 clearly imprinted on business cards, payroll fliers, logos, stationery, brochures and other
23 certain marketing materials that were used to provide its services and financial products.
24 Plaintiff has extensively and continuously used THE TDS GROUP trademark and service
25 mark in the marketing and sale of services and financial products since July 14,2006 and has
26 continued to use the trademarks and service marks TAX DEFERRED SERVICES, INC. and
27 TDS, as well.
28
I
1 Plaintiff TDS has extensively advertised and promoted the trademarks and service
2 marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to
3 Public Schools, County Offices of Education and/or Community Colleges and teachers
4 through the United States, through various methods of advertisements. As a result of these
5 activities the public, including non-profits, School Districts, County Offices of Education
6 and/or Community Colleges and teachers through the United States, has come to know of
7 TDS and recognize these trademarks and service marks as being associated exclusively with
8 plaintiff TDS. Plaintiffs TDS trademarks and service marks are an asset of inestimable
9 value to TDS, representing and embodying its goodwill and favorable reputation.
10 In order to provide Plan Administrator services to the various School Districts,
12 certain entities and individuals to act as representatives of TDS and licensed the use of its
14 In addition to providing the Plan Administrator services, the principals of TDS were
15 also licensed to sell financial products including life insurance and securities and in that
16 capacity developed a network of licensed representatives to sell certain financial service
17 products to school employees that included, among other things, life insurance and annuities.
18 In order to facilitate providing these services, TDS entered into an arrangement with a
19 Broker/Dealer who was positioned over the entire network of TDS licensed representatives.
20 The Broker/Dealer would receive commissions from the various life insurance companies
21 and mutual funds and pay TDS and the respective TDS representatives their shares of
22 commission realized from any sale of financial products. To assist the Broker/Dealer in
23 administration of the financial products being purchased and the payment of the fees
24 associated with them, the Broker/Dealer appointed one of the principals of TDS as the Office
25 Supervisor Jurisdiction ("OS J") who supervised all the Broker/Dealer representatives and the
26 quality of the financial products sold under the Broker/Dealer, which enabled him to earn a
27 greater portion of the commission revenue generated.
28
f
1 Over the past 30 years that TDS has been in business it has controlled the change of
2 Broker/Dealers for its network on several occasions, always able to transfer its Book of
3 Business to the new Broker/Dealers and a principal of TDS always remaining the OSJ.
4 On or about September 2002, TDS changed its Broker/Dealer to defendant Pension
5 Planners Securities, Inc. ("PPSI") which was owned by defendant DUREYA. At that time as
6 usual, a principal of the Plaintiff was the OSJ to assist her in administration. And further,
7 PPSI approved the TDS activity as the Plan Administrator when adopting the TDS principals
8 as licensed agents along with the network of licensed representatives that were loyal to TDS
9 and would operate under the PPSI Broker/Dealer license.
10 B. TDS AND IRA/KREBS ENTERED INTO AN AGREEMENT
11 AUTHORIZING THEM TO USE THE TDS PROPRIETARY MARKS
12 On or about August 30, 2002, Plaintiff TDS ("Franchisor") and defendants,
13 SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to

14 assist TDS in marketing and providing its Plan Administrator services and expanding its
15 network. A true and correct copy of the Franchise Agreement is attached to the Declaration
16 of Alonzo Wickers and incorporated herein as Exhibit "A," which provides, among other
17 things:
18 "A. The Franchisor has the right to license certain trade names,
19 trademarks, service marks, logos, photographs and indicia or (sic) origin,

20 including the service mark "Tax Deferred Services", as may be designated
21 now or later by the Franchisor (the 'Proprietary Marks')."
22 "B. The Franchisor grants a license to use the Proprietary Marks and
23 financial planning services operating under the name TAX DEFERRED
24 SERVICES ("TDS")."
25 "C. The Franchisee desires to acquire from the Franchisor and the
26 Franchisor desires to grant to the Franchisee a license to use the Proprietary
27 Marks and any financial materials at a specified location within a designated

28
f
1 geographical area, subject to and in accordance with the terms of the
2 Agreement (the "IDS Franchise")."
3 "2. DUTIES OF THE FRANCHISEE
4 2.1 During this Agreement, the Franchisee will restrict his or her
5 activities exclusively to financial services for public or private education at
6 the TDS Financial Franchise unless otherwise approved in writing by the
7 Franchisor."
8 "2.6 In order to protect the goodwill associated with the Proprietary
9 Marks, the Franchisee will use exclusively the services and products
10 authorized by TDS Products and Services Approval Committee."
11 "4. FEES
12 4.1 The Franchisee will pay to the Franchisor a continuing fee during
13 this Agreement in an amount equal to ten (10%) percent of the Franchisee's
14 'Gross Revenue'."
15 "8. CONDITIONS OF TRANSFER OR SALE OF INTEREST
16 8.4 Any purported assignment, transfer, conveyance or encumbrance
17 of the TDS Franchise, any right or interest created in this Agreement, or if any
18 ownership interest in the Franchise, without the written consent of the
19 Franchisor, is null and void, and results in termination of this Agreement as
20 stated in Article 9."
21 "9. DEFAULT AND TERMINATION
22 9.2 Except as otherwise provided by applicable law, the Franchise
23 will be deemed in default under this Agreement and the Franchisor may, at its
24 option, terminate this Agreement and all rights granted in this Agreement
25 without affording the Franchisee any opportunities to cure the default, with
26 the termination effective immediately upon the earlier of receipt of notice of
27 termination by the Franchisee or, if the notice of termination is deposited by
28 the Franchisor in the United States mails, certified mail, then five (5) days
8
f
1 after the mailing by the Franchisor, upon the occurrence of any of the
2 following events:
3 9.2.6 The Franchisee attempts to, or purports to, transfer any
4 rights or obligations under this Agreement, or otherwise, to any third party,
5 contrary to the terms of Article 8;
6 9.2.7 The Franchisee fails to comply with covenants stated in
7 Article 11;
8 9.2.8 The Franchisee fails to pay 10% of the Franchisee's gross
9 revenue or other payments on specific due dates to Franchisor."
10 Article 11 Covenants provides:
11 "11.2 The Franchisee agrees that during the term of this Agreement,
12 the Franchisee will not either directly or indirectly, for himself or herself, or
13 through, on behalf of, or in conjunction with any person, persons, partnerships
14 or corporation:
15 11.2.1 Divert or attempt to divert any business or customer
16 from the TDS Franchise to any competitor, by direct or indirect inducement
17 or otherwise, or do or perform, directly or indirectly, any other act injurious or
18 prejudicial to the goodwill associated with the Proprietary Marks." [Emphasis
19 added.]
20 From on or about August 30,2002, up through September, 2008 the defendants IRA
21 and KREBS operated under the terms and conditions of the Franchise Agreement without
22 incident. (Wickers Dec. para. 9.)
23 C. PPSI/DUREYA INTENTIONALLY INTERFERE WITH TDS'
24 REPRESENTATIVES (SALES FORCE) AND CUSTOMERS
25 On or about August, 2008, defendant DUREYA sold her brokerage business PPSI to
26 defendant BAR Financial. BAR Financial was at that time the OSJ for Financial Network
27 Investment Corporation (hereinafter "FNIC"), a Broker/Dealer and wholly owned subsidiary
28 of ING. (Holt Dec. para 5). The effect of this transaction was to impose FNIC as the
f
1 replacement Broker/Dealer for the Book of Business of TDS without continuing the OSJ
2 provided by TDS.
3 About September 2008, upon the completed acquisition of defendant PPSI by
4 defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR,
5 that FNIC rejected the Plan Administrator services by TDS and that a business affiliate of
6 FNIC, through its parent ING, specifically "ING Plan With Ease," would be taking over the
7 Plan Administrator services for all of the TDS clients. The intended outcome of this change
8 was to eliminate TDS as a competitor to the defendants by putting them out of business.
9 TDS refused to relinquish its position as Plan Administrator and further, the
10 principals of TDS refused to relinquish their positions as licensed sales representatives of
11 financial products, thereby challenging the influence of defendants BAR and DUREYA over
12 the existing force of representatives that had formerly shown allegiance to TDS (sometimes
13 referred to as the TDS representatives). Concurrent with the threat posed by defendants BAR
14 and DUREYA, TDS requested that BAR and DUREYA make a bulk transfer of the Book of
15 Business to its new chosen Broker/Dealer, Questar Capital Corporation (hereinafter
16 "Questar"), and advised all of its representatives that all further business would be conducted
17 through Questar. Questar had accepted the Plan Administrator services of TDS, unlike BAR
18 and DUREYA. (Holt Dec. para 7).
19 While DUREYA initially agreed to allow the TDS principals to block transfer its
20 Book of Business, as was the custom in the industry, the defendants reversed their position
21 and notified the TDS principals they would not make a block transfer of their clients to their
22 new Broker/Dealer Questar. (Holt Dec. para 8).
23 On or about September, 2008, when Mr. Holt (a principal of TDS) attempted to move
24 his clients to Questar, as his new Broker/Dealer, defendants BAR and DUREYA
25 intentionally interfered by refusing to make a bulk transfer of his Book of Business. In
26 addition, the TDS representatives were notified by defendants BAR and DUREYA that
27
28
10
t f
1 unless they stayed with DUREYA and BAR they would lose the stream of commissions they
2 were entitled to from the prior financial products sold. (Holt Dec. para 9).
3 Consequently, all of the IDS representatives, for fear of losing their commissions, stayed
4 with defendants DUREYA and BAR.

5 Plaintiff is informed and believes, and based thereon alleges, that defendant PPSI
6 promised defendant BAR and FNIC that it could deliver all of the TDS clients which
7 included 356 California Schools, to ING's Plan With Ease and all of the 457 plan assets that
8 exceeded over $100 million, if they would buy defendant PPSI. Defendant PPSI schemed to
9 accomplish this by attempting to force TDS to give up its Plan Administrator Business which
10 it had been conducting over the last 30 years and specifically, authorized by defendant PPSI
11 for the previous 6 years, but thereafter took the contrary position that TDS' business was
12 unauthorized once defendant PPSI had been acquired by BAR Financial and FNIC. (Holt
13 Dec. para 10).
14 D. SMEAR CAMPAIGN
15 In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan assets
16 (over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,
17 conspired, schemed, planned and executed with the defendants, and each of them, a
18 campaign against TDS with the intention to drive the TDS clients and representatives away
19 which would cause it to go out of business since all commissions would not be paid and TDS
20 would lose its income. Included in this conspiracy campaign and scheme were statements
21 made by defendant DUREYA and the other defendants, and each of them, together with
22 actions taken in TDS' name which were not authorized by TDS as follows:
23 (1) On or about January 22, 2009, defendant OLSEN, while under
24 contract as a TDS representative and required to be loyal to TDS, contacted Virginia
25 Casanovas at the Cambrian Elementary School District and told her that she would
26 find them a new Plan Administrator. (Holt Dec. para 1 l,p.4).
27
28
11
t
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
28
12
I
1 with the common remitting business through defendant BAR and FNIC; (Holt Dec.
2 para ll,p.5).
3 (8) On or about May 7, 2009, Alonzo Wickers, CEO of IDS,
4 spoke with Dianne Johnson, a TDS representative in Tennessee, who reported
5 she was contacted by defendants TARANTINO and BAR and told that "TDS
6 would be going out of business in 60 to 90 days." She asked how that was
7 possible and defendant TARANTINO stated that many of the TDS
8 representatives were going to leave TDS and transfer TDS' School District
9 clients to a new 403(b) Plan Administrator, which would result in TDS losing
10 its commissions paid to Alonzo Wickers, and they would not be able to stay in
11 business when this income stopped. Defendant TARANTINO further advised
12 that he was sponsoring a meeting through BAR Financial to facilitate this
13 outcome in San Francisco and asked her to attend; (Wickers Dec. para. 11)
14 (9) On or about May 13, 2009 through June 24, 2009, defendants KREBS,
15 ROCAMORA and DUREYA contacted each other to set up a private meeting without
16 any principal of TDS present to further coordinate the scheme, plan and conspiracy to
17 put TDS out of business; (Holt Dec. para 11, p.6).
19 network of TDS advisors/representatives, unbeknownst to plaintiff, to further explain

20 that TDS was going out of business, and that TDS would be replaced with a new Plan
21 Administrator, National Benefit Services, whose representatives were introduced
22 during the meeting; (Holt Dec. para 11, p.6).
23 (11) On or about May 15, 2009, defendants KREBS and ROCAMORA

26 consent; (Holt Dec. para 11, p.6).
27 (12) On or about June 22, 2009, defendants ROCAMORA and EBS sent an
28 email requesting defendant KREBS to provide a "more specific head count of the
13
f
1 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
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)
28
14
t t
1 E. TERMINATION OF IRA AND KREBS
2 On or about June 26, 2009 IDS, after not getting confirmation that defendants IRA,
3 ROCAMORA, OLSEN and KREBS had transferred to Questar, IDS notified defendants
4 IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as IDS
5 representatives and requested that they cease and desist from representing themselves as
6 being affiliated with TDS and that they should return all TDS promotional literature and
7 marketing materials that utilized IDS' trademarks and service marks.
8 This notice of termination was issued by plaintiff TDS after defendants IRA, BBS,
9 ROCAMORA, OLSEN and KREBS decided they would not come over to TDS' new
10 Broker/Dealer, Questar. (Holt Dec. para 13; Ex. O).
11 Plaintiff is informed and believes and based thereon alleges that, despite these written
12 notices, defendants IRA, BBS, ROCAMORA, OLSEN and KREBS have continued to
13 represent themselves as representatives and/or affiliates of TDS, thereby infringing the
14 trademarks and service marks of TDS; having continued to sell financial services to TDS
15 clients without paying 10% of the gross revenue generated; have utilized a rubber signature
16 stamps created without authorization or approval to execute certain compliance documents
17 that only TDS was authorized to execute and have undertaken certain conduct to disparage
18 TDS and interfere with its clients which includes, among other things, the following:
19 (a) advising TDS clients, specifically School Districts, County

20 Offices of Education and Community Colleges, that TDS was in severe
21 financial trouble, that checks were being returned NSF from the common
22 remitting TDS provided, that one of the TDS principals (Alonzo Wickers) had
23 regulatory compliance problems, and that TDS was going out of business;
24 (b) advising TDS clients, specifically Public Schools, County
25 Offices of Education and Community Colleges, that they should move their
26 Plan Administration business from TDS to National Benefit Services that
27 defendants would become affiliated with;
28
15
I
1 (c) contacted TDS clients, specifically school employees in
2 various School Districts, who were already in 457 plans and resold and/or
3 contracted them to 403 (b) plans, which provided no benefit to the school
4 employees but allowed the defendants to earn a new commission (which is
5 considered illegal churning), and redirect the client from TDS;

6 (d) as set forth more specifically in the Holt Declaration
7 (paragraph 14, pp. 8-12) the defendants, acting as agents for each of them as
8 part of and in furtherance of the conspiracy, made the foregoing statements to
9 the following clients:
10 (1) On June 23, 2009, IDS' President, Loy Douglas Holt,
11 met with Linda Dempsey, Chief Business Officer (CBO) of Monrovia Unified
12 School District and was told by her that Defendant KREBS told her that TDS
13 was changing Plan Administrators and left brochures for NBS, as the new
14 Plan Administrator;
15 (2) On June 23, 2009, Mr. Holt also met with Ken Prosser,
16 Assistant Superintendent of Fiscal Services and with Tom Etchart, Director of
17 Finance for the Ventura County Office of Education and was told that
18 defendant KREBS had given a presentation to the School District
19 representatives stating that TDS was going with a new Plan Administrator,
20 NBS;
21 (3) On June 29, 2009, Mr. Holt met with Margie
22 Gustafson, County Office of Education (COE) for San Mateo, who stated that
23 defendant OLSEN came to meet her under the auspices of representing TDS
24 (and presented a TDS business card), and stated that TDS was going to a new
25 Plan Administrator, NBS, and left her brochure for NBS;
26 (4) On June 24, 2009, Mr. Holt also met with several
27 representatives of Union Unified School District, specifically Nimrat Johnal
28 (Santa Clara County COE), Nan Wijcik (CBO), Rita Sohal, Serena Glancy
16
f
1 and Linda Rode (Payroll Department of Union USD) to discuss their concerns
2 over the rumors they heard from defendants IRA, OLSEN, ROCAMORA and
3 BBS that IDS had certain financial problems which included, among other
4 things, common remitting checks being returned for non-sufficient funds
5 (NSF), regulatory compliance audit problems and were confused as to who to

6 deal with on plan compliance, since the defendants had directed them to deal
7 with the local San Jose office directly;
8 (5) On June 30, 2009, Mr. Holt spoke with Rhonda Wang,
9 Assistant Comptroller of Foothill De Anza Community College District, and
10 was told that she heard from representatives of defendant IRA that TDS was
11 in financial distress;
12 (6) On July 1, 2009, Mr. Holt met with Chris Jew,
13 Assistant Supervisor of Business Services for Oak Grove Elementary School
14 District and was told that defendant IRA's representatives stated that TDS was
15 having financial difficulties and that checks were being returned NSF from the
16 common remitter account;
17 (7) On July 1, 2009, Mr. Holt met with Joanne Chin of
18 Franklin McKinley Unified School District and was told that she had heard of
19 the financial rumors and was told by a representative of defendant IRA, EBS,
20 OLSEN and ROCAMORA, that all compliance for Plan Administration
21 should be sent to defendant's local office rather than to TDS' corporate office;
22 (8) On July 1, 2009, Mr. Holt also met with Jim Luyau,
23 Assistant Supervisor of Business Services for the Santa Clara Unified School
24 District, who advised that Doris Luang, a TDS representative of defendant
25 IRA, OLSEN, ROCAMORA and EBS stated that TDS was having financial
26 difficulties and that they should deal directly with the local San Jose office;
27 (9) On July 1, 2009, Mr. Holt also met with Tina Tsu,
28 Director of Fiscal Services for Berryessa Union School District, who stated
17
t f
1 that she had recent phone calls from defendant IRA's representative that
2 advised TDS was having financial trouble and was having checks returned
3 from the common remitter account for NSF;
4 (10) On July 1,2009, Mr. Holt also met with Julie Swanson
5 (CBO) for Cambrian Elementary School District, who stated that she had
6 heard from defendant IRA's representatives that TDS had fiscal problems, and
7 was having vendor checks returned NSF from the common remitter account
8 and was having vendor checks returned NSF from the common remitter
9 account;
10 (11) On July 1, 2009, Mr. Holt also met with Alejandra San
11 Miguel, Human Resources for Campbell Union Elementary School District,
12 who stated that defendant OLSEN on behalf of defendants IRA and BBS
13 previously came to her office and advised that all plan compliance had to be
14 done at the local San Jose office and provided return envelopes that reflected
15 the same, which caused her confusion as to who to direct the plan compliance
16 to;
17 (12) On July 7, 2009, Mr. Holt met with Cathy Grovenberg,
18 Assistant Supervisor of Business Services for Santa Clara (COE) who stated
19 that representatives of defendant IRA had told her that TDS was in financial
20 trouble, that vendor checks were being returned NSF from the common
21 remitter account and that it was under audit and relayed that there was a rift
22 created between the local San Jose office and the corporate office;
23 (13) On July 9, 2009, Mr. Holt and three other
24 representatives of TDS attended a Multiple District County meeting in Santa
25 Clara, that was attended by over 30 representatives throughout the county that
26 was called by Nimrat Johnal, to discuss the rumors spread by the defendants,
27 specifically defendants IRA, ROCAMORA, OLSEN, BBS and KREBS, that
28 TDS had financial problems, that it had vendor checks returned NSF from its
18
f
1 common remitter account, that it had regulatory and compliance problems and
2 TDS had done illegal activities;

3 (14) On July 9, 2009, Mr. Holt spoke with Julie McCarthy a
5 received a telephone call from defendant OLSEN on July 8, 2009, during
6 which she requested to meet to discuss moving the School District to another
7 Plan Administrator because of the financial troubles TDS was having. Ms.
8 McCarthy stated that she was unaware of any problems TDS was having until
9 she received the phone call from defendant OLSEN.
10 (15) On July 17,2009, Mr. Holt spoke with Ann Jones
11 (CBO) of the San Jose Unified School District who stated that representatives
12 from defendant IRA had advised that TDS had regulatory compliance issues
13 and was being audited, had financial troubles which included checks returned
14 NSF;
15 (16) On July 17, 2009, Mr. Holt met with Jerry Kerr,
16 Assistant Supervisor of Business for Eastside Union High School District and
17 Vida Branner-Sidess and Jill Kaufman (representatives of East Side Union
18 HSD), who attended the Santa Clara COE meeting on July 7, 2009 and
19 wanted further confirmation concerning the rumors raised regarding TDS'
20 financial troubles;
21 (17) On July 17, 2009, Mr. Holt met with Margie Gustafson
22 (COE) of San Mateo and approximately 30 other representatives and CBO's
23 of the district to discuss the rumors they heard from the representatives of
24 defendants IRA, OLSEN and ROCAMORA regarding TDS' financial and
25 regulatory problems and whether TDS had returned vendor checks.
26 (18) On July 17, 2009, Mr. Holt spoke with Vicky Rinehart,
27 Superintendent of Knightsen School District, who stated that TDS had
28
19
f I
1 financial and regulatory audit issues that she had heard from representatives of
2 defendants IRA, OLSEN and ROCAMORA.
3 (19) On July 1 7, 2009, Mr. Holt spoke with Nancy
4 Anderson, Director, Moreno Valley Unified School District who stated that
5 she had heard from representatives of defendants IRA, OLSEN,
6 ROCAMORA and KREBS that IDS was having financial difficulties and
7 that defendant KREBS had told her vendor checks were being returned NSF,
8 that TDS was being audited by the SEC and Mr. Wickers had failed a
9 compliance audit; She thereafter contacted several other districts and was told
10 the information was inaccurate;
11 All of the foregoing representations made by defendants were false, were known by
12 the defendants to be false or were made without any reasonable belief to the truth of the
13 matters stated at the time they were made, and were made with the intent to disparage and
14 harm its reputation and to cause economic harm to TDS.
15 In the last several weeks TDS has received 12 written termination notices from
16 School Districts, Schools and Municipalities. The anticipated loss of revenue from these
17 clients is approximately $346,000 over the next five years. In comparison, over the last three
18 years TDS lost only one customer which was due to a new school administrator bringing in a
19 plan administrator it had a previous relationship with. (See Holt Dec. para 17-18).
20 Additionally, the defendants have started to go to the teachers redirecting their

21 investments from TDS. By way of example in Santa Clara County, TDS suffered $40,000 in
22 redirecting of employee investments. This diversion provides no benefit to the employee and
23 only commissions to the sales agent and is therefore considered illegal churning. Unless
24 defendants' conduct is immediately stopped, the defendants' statement that TDS will go out
25 of business will become a reality and it will face the potential loss of millions of dollars. (See
26 Holt Dec. para 17- 18).

27
28
20
f
1
2 III. ARGUMENT
3 The court in Brockey v. Moore (2003) 107 Cal App 4th 86, 102, 131 Cal Rptr 2d 746 a
4 case involving false advertising), reiterated that trial courts have "great latitude in protecting the
5 public and making the victims of unfair competition whole." It further recognized that
6 "A trial court may issue an injunction where a person has
7 committed a past unlawful practice (emphasis in the original)."
8 Id. at 103.
9 The court may also enjoin future conduct under Business & Professions Code §17203
10 in that:
11 "The remedial power granted under this section is
12 'extraordinarily broad'. Probably because...unfair business
13 practices can take many forms, the Legislature has given the
14 courts the power to fashion remedies to prevent their "use or
15 employment" in whatever context they may occur. (Citation
16 omitted) This power "necessarily includes the authority to

17 make orders to prevent such activities from occurring in the
18 future " See Hewlett v. Squaw Valley Ski Corp. (1997) 54
19 Cal App. 499, 540, 63 Cal.Rptr.2d 118 (emphasis added).

20 IV. AN INJUNCTION MAY BE GRANTED PURSUANT TO BUSINESS AND
21 PROFESSIONS CODE §§ 17204 AND 17535 AND UNDER CALIFORNIA'S

22 CODE OF CIVIL PROCEDURE RESTRAINING AN ACT TO PREVENT
23 IRREPARABLE HARM TO THE MOVING PARTY.

24 Injunctive relief is one of the principal remedies available for violations of Section 17200
25 and 17500 of the Business and Professions Code Sections 17204 and 17535 permit injunctions to
26
be sought by "any person acting for the interest of itself, its members, or the general public. In
27
suits brought by private parties, injunctions may be sought by ... any person ... who has
28
21
1 suffered injury in fact and who has lost money or property as a result of such unfair
2 competition."
3 The Legislature "intended ... to permit courts to enjoin ongoing wrongful business
4
conduct in whatever context such activity might occur." (Barquis v. Merchants Correction Ass 'n
5
(1972) 7 Cal.3d 94, 111.) Equitable relief such as injunctions apply to, but are not limited to,
6
business competitors. (People Ex Rel. Mosk v. National Research Co. of Calif. (1962) 201
7
8 Cal.App.2d765,771.)
9 Additionally, California Business & Professions Code sections 14330 and 14335(a)
10 provide additional grounds for the requested injunctive relief, as follows:
11
Section 14330
12
"Likelihood of injury to business reputation or of dilution of the distinctive
13
quality of a mark registered under this chapter, or a mark valid at common law,
14
15 or a trade name valid at common law, shall be a ground for injunctive relief
16 notwithstanding the absence of competition between the parties or the absence of
17 confusion as to the source of goods or services."

18 Section 14335(a)
19
"Any person who uses or unlawfully infringes upon a mark registered under this
20
chapter or under Title 15 of the United States code, other than in an otherwise
21
noninfringing manner, either on the person's own goods or services or to
22
23 describe the person's own goods or services, irrespective of whether the mark is
24 used primarily as an ornament, decoration, garnishment, or embellishment on or

25 in products, merchandise, or goods, for the purpose of enhancing the commercial
26
value of, or selling or soliciting purchases of, products, merchandise, goods, or
27
services, without prior consent of the owner of the mark, shall be subject to an
28
injunction against that use by the owner of the mark."
22
f
1 Plaintiff has alleged and provided declarations supportive of its claims under Business
2 and Professions Code §§ 17200, 17500, 14330 and 14335(a). Consequently, injunctive relief is
3 appropriate and necessary.
4
Further, it is well settled that non-privileged communications that would reflect
5
negatively on a business' reputation and cause it economic losses, when rendered to the
6
business' customers, are enjoinable. (Courtesy Temporary Service, Inc. v. Camachio (1990) 22
7
Cal.App.3d 1278.)
8
Injunctive relief is similarly available under the Lanham Trademark Act of 1946, for both
9
misappropriation of the fruits of another's labors and trade disparagement. (Complaint, Fourth
10
and Fifth Causes of Action.) (Mutual Pharmaceutical Co. v. Ivax Pharmaceuticals 459
11
F.Supp.2d 925 (C.D. Cal. 2006).)
12
V. ANY BALANCING OF EQUITIES CLEARLY FAVORS THE GRANTING
13
OF THE INJUNCTIVE RELIEF BEING REQUESTED.
14
The injunctive relief requested does not cause any prejudice to the Defendants. Rather,
15
the activities which Plaintiff seeks to enjoin are those which Defendants could not lawfully
16
engage in; i.e., trade liable and disparagement and use of TDS' trademark and service marks,
17
18 including on business cards and disparaging and false statements as to Plaintiffs financial
19 conditions and the presence of regulatory problems cannot cause this kind of prejudice to
20 Defendants that should be considered in balancing the equities. The potential prejudice to
21
Plaintiff, on the other hand, is enormous, as it has had its reputation disparaged, lost its sales
22
representatives and have had customers terminate their contracts and lost business; as set forth in
23
the Holt Declaration, paragraphs 11 and 14; faces a potential loss of business in the millions of
24
25 dollars; Holt Declaration, para 18.
26 VI. CONCLUSION
27 In view of the foregoing points and authorities, it is respectfully submitted that unless a
28 temporary restraining order is issued and an order to show cause re: preliminary injunction is
23
t t
1 entered in this case, TDS will suffer irreparable harm and possibly the destruction of its entire
2 business, whereas no prejudice will be caused to Defendants by the granting of the requested
3
relief.
4
DATED: August 17, 2009 LAW OFFICES OF MICHAEL T. STOLLER, APC
5
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1 DECLARATION RE EX PARTE NOTICE
2 f
I, ANNE VAN COTT, declare:

3
4 1. I am a paralegal employed by the office of plaintiff s attorney, Michael T.
5 Stoller. I am over the age of eighteen years and not a party to the within action. I have
6 personal knowledge of the matters herein and, if called as a witness, I can competently
7 testify to the same.
8
2. On August 17, 2009, at the request of plaintiffs attorney, I telephoned the
9
following parties and gave notice that plaintiff would be seeking ex parte relief on
10
Tuesday, August 18, 2009 at 2:15 p.m. in Department 54 of the Sacramento Superior
11
12 Court in the matter The IDS Group. Inc. v. The IRA Center, etc., et al. , Case No. 34-
13 2009-00055591. I explained that the ex parte was for a restraining order enjoining all
14 defendants from using the TDS trademarks as well as disparagement of TDS.
15
(a) At 10:17 a.m. on August 17, 2009 I telephoned defendant inpropria
16
persona Bill Krebs at 805-965-4774 extension 102 and left a voice mail giving ex parte
17
notice with time date and department, and the reason for same.
18
(b) At 10:20 a.m. on August 17, 2009 I telephoned attorney Roger
19
20 Brothers of the McNamara Law Firm, representing defendants, BAR Financial, LLC, John
21 Brackett, Eric A Huck, Anthony Tarantino, Gina Dureya and Pension Planners Securities,
22 Inc., at 925-939-5330 and spoke with his secretary, Janice and gave ex parte notice with
23
time date and department, and the reason for same.
24
(c) At 10:22 a.m. on August 17, 2009 I telephoned attorney Sheela Deen
25
of the Hoge, Fenton, law firm representing defendants, The IRA Center, Rene Rocamora,
26
27
28
1
DECLARATION RE EX PARTE NOTICE
1 Rebecca Olsen, Randy Scianna and Employee Benefit Services, at 408-287-9501 and
2 spoke with her assistant, Stephanie and gave ex parte notice with time date and
3 department, and the reason for same.
4
I declare under penalty of perjury under the laws of the State of California that the
5
foregoing is true and correct. Executed this 17th day of August, 2009 at Calabasas,
6
California.
7
8
ANNE VAN COTT
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DECLARATION RE EX PARTE NOTICE

1 ROGER J. BROTHERS (State Bar No. 118622)
TONYA R. DRAEGER (State Bar No. 223047)
2 MCNAMARA, DODGE, NEY, BEATTY, SLATTERY, '
PFALZER, BORGES & BROTHERS LLP
3 1211 Newell Avenue
Post Office Box 5288
4 Walnut Creek, CA 94596
Telephone: (925) 939-5330
5 Facsimile: (925) 939-0203
6 Attorneys for Defendants

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J PENSION PLANNERS SECURITIES, INC., a California
<*> 7 Corporation; GINA DUREYA, an individual; BAR
at FINANCIAL, LLC a California Limited Liability Company;
X 8 ANTHONY TARANTINO, an individual, JOHN BRACKETT,
O an individual, ERIC A. HUCK, an individual
m 9
m 10 SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO
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>." H u Corporation, as successor in all rights and -
w <« s 14 interest to TAX DEFERRED SERVICES, DEFENDANTS OPPOSITION TO
H > Z INC., a California Corporation, APPLICATION FOR TEMPORARY
< z< 15 RESTRAINING ORDER AND ORDER TO
Plaintiff, SHOW CAUSE FOR PRELIMINARY
^.r H oo CL- INJUNCTION
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THE IRA CENTER, a California
18 Corporation; RANDY SCIANNA, an
individual; RENE ROCAMORA, an
u individual; REBECCA OLSEN, an
o 19
Q individual; EMPLOYEE BENEFIT
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Corporation; WILLIAM L. KREBS, an
21 individual; PENSION PLANNERS
s SECURITIES, INC., a California
o 22 Corporation; GINA DUREYA, an
2 individual; BAR FINANCIAL, LLC a
23 California Limited Liability Company;
ANTHONY TARANTINO, an individual,
24 JOHN BRACKETT, an individual,
ERIC A. HUCK, an individual and
25 DOES 1-100, inclusive
26 Defendants.
27 Defendants BAR Financial, LLC, a California limited liability corporation, John Brackert,
28 Eric Hull, Anthony Tarantino (collectively "BAR"), Pension Planners Securities, Inc. ("PPSI")
1 and Gina Dureya ("Dureya") submit the following memorandum of points and authorities in
2 opposition to the ex parte application for a temporary restraining order and order to show cause
3 for preliminary injunction filed by The IDS Group, Inc. ("IDS"). BAR, PPSI and Dureya shall
4 be referred to hereinafter collectively as "Defendants".
5 As set forth below, a temporary restraining order and an order to show cause for
6 preliminary injunction are not warranted. The specific legal and factual grounds and supporting
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U on 3 < 14 Proc. §§527(c)(l).)

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15 Trial courts evaluate two interrelated factors when deciding whether or not to issue a
16 restraining order: Whether the plaintiff will prevail on the merits at trial and the interim harm that
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17 the plaintiff is likely to sustain if the restraining order were denied as compared to the harm that
W 18 the defendant is likely to suffer if the restraining order were issued. (Church of Christ in
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potential-merit and interim-harm factors; the greater the plaintiffs
21 showing on one, the less must be shown on the other to support [a
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restraining order].... Of course, '[t]he scope of available preliminary
cj 22 relief is necessarily limited by the scope of the relief likely to be
2
obtained at trial on the merits.' ... A trial court may not grant a
23 [restraining order], regardless of the balance of interim harm, unless
there is some possibility that the plaintiff would ultimately prevail
24 on the merits of the claim.
25 (Id. citing Butt v. State of California (1992) 4 Cal.4th 668, 678, citations omitted.)
26 TDS is attempting to obtain a TRO in order to restrain Defendants from disparaging TDS.
27 However, nothing in the moving papers supports TDS' claims that Defendants have disparaged
28 TDS, that TDS will prevail on the merits of its claim for disparagement or the need for immediate
2
1 action to avoid irreparable injury. In fact, if action is necessary in the short amount of time that
2 this matter may be heard on proper notice, why did TDS wait to file this ex parte application.
3 A. TDS will not prevail on the merits of is disparagement claim at trial.
4 TDS is asserting a claim of disparagement against BAR, PPSI and Dureya as the
5 foundation for ordering a temporary restraining order. However, TDS has not, in its moving
6 papers, and cannot, show that BAR, PPSI and/or Dureya disparaged TDS.
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48
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w Mp 14 importance." In this context, "disparage" often involves "the communication of a low opinion."
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16 In order to be actionable, disparagement must be not only false and derogatory, it must be
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18 Cal.App.3d 766, 774.)
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21 with School Districts; third party conversations and the fact that Defendants took part in
2
Zo 22 conference calls not attended by TDS, in order to claim ,that Defendants disparaged TDS.
2
23 However, nothing TDS has set forth in its Ex Parte (as hereinafter defined) supports the claim that
24 any express derogatory statements regarding TDS have been made. Without factual support for
25 the contention that Defendants have made disparaging remarks regarding TDS, TDS cannot
26 prevail on the merits at trial. If TDS has not shown that it can prevail on the merits at trial, TDS
27 has not met its burden for the granting of a temporary restraining order. Thus, TDS's request for
28 a temporary restraining order should be denied.
3
1 B. TDS has Failed to Establish the Immediate Irreparable Injury Necessary for
Granting an Ex Parte Application for Temporary Restraining Order.
2
1. 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
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7 belief. (Id.) The affidavits, declarations, or verified complaint must contain specific facts, on
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9 restraining order. (Low v. Low, (1956) 143 Cal. App. 2d 650, 654.)
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\\ Francisco Newspaper Printing Co. v. Superior Court, (1985) 170 Cal. App. 3d 438, 464.) It is a
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13 hearsay and must be disregarded. (Bank of America National Trust & Savings Assn. v. Williams,
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17 conjunction with its Ex Parte Application for Temporary Restraining Order ("Ex Parte") in order
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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
1 made by Mr. Tarantino. Without personal knowledge of specific facts, Wickers' recitation of Ms.
2 Johnson's statements of disparaging remarks is not sufficient for the granting of a temporary
3 restraining order.
4 The only other fact stated in the declaration of Wickers is that he is "aware of the various
5 incidents stated in Mr. Holts' declaration." Such conclusory statements of incidents of
6 disparagement are precisely the declarations that California courts have stated are not sufficient to
on 7 meet the evidentiary burden necessary in order to establish an entitlement to immediate injunctive
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8 relief. (Levy, 114 Cal. App. 4th at 1262.) Thus, none of the information set forth in the
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16 organized a conference call to discuss replacing TDS. Holt does not claim that a false or
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21 Holt goes on to claim that "defendants", without defining which defendants, held a
22 meeting with TDS representatives to explain that TDS was going out of business. However, Holt
23 claims that TDS didn't know about the meeting. Thus, how could Holt have personal knowledge
24 regarding the facts that were discussed at the meeting? (Declaration of Holt, p. 6:9-13.)
25 Moreover, Holt's declaration is replete with numerous hearsay statements of alleged
26 actions of or conversations involving Dureya. As stated above, such hearsay statements are
27 insufficient to support a temporary restraining order.
28 Nothing in the declaration of Holt provides evidentiary support for a temporary restraining
5
1 order to enjoin BAR, Dureya and/or PPSI from making disparaging remarks. The fact is, TDS
2 cannot present any specific facts based on personal knowledge that BAR, Dureya and/or PPSI
3 have made any disparaging remarks regarding TDS. Thus, TDS has not established the
4 irreparable injury necessary for the granting of a temporary restraining order. (Levy, 114 Cal.
5 App. 4th at 1262.)
6 2. The Ex Parte is void of any contentions that TDS will be irreparably injured
0.
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before this matter can be heard on proper notice.
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12 rights and property of others. (See, Fretz v. Burke (1967) 247 Cal.App.2d 741, 746.)
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14 the declaration of Holt that TDS will be subject to immediate irreparable injury if a temporary
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15 restraining order is not granted, TDS concludes that if a temporary restraining order is not issued
16 it will cause economic damage and damage to its reputation. This is not sufficient for the
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21 alleged disparaging statement made by defendants was made during a conference call, which Holt
5
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23 restraining order to cease immediate irreparable injury, it raises the issue of whether there is a
24 reasonable probability that the alleged disparaging acts will be repeated in the future.
25 A temporary restraining order should neither serve as punishment for past acts, nor be
26 exercised in the absence of any evidence establishing the reasonable probability the acts will be
27 repeated in the future. (Cisneros v. U.D. Registry, Inc. (1995) 39 Cal.App.4th 548, 574; Donald
28 v. Cafe Royale, Inc. (1990) 218 Cal.App.3d 168, 184.) Indeed, a change in circumstances at the
6
1 time of the hearing, rendering injunctive relief moot or unnecessary, justifies denial of the
2 request. (Id.) Thus, to authorize the issuance of an injunction, it must appear with reasonable
3 certainty that the wrongful acts will be continued or repeated." (Gold v. Los Angeles Democratic
4 League (1975) 49 Cal.App.3d 365, 372.)
5 Not only has TDS failed to show that it will be immediately irreparably injured by the
6 alleged disparaging statements of Defendants if a temporary restraining order is not issued, TDS
0-
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3 5s 12 Show Cause for Preliminary Injunction. Therefore, the Court should deny the Temporary
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15 Dated: August f^, 2009 MCNAMARA, DODGE, NEY, BEATTY, SLATTERY,
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PFALZER, BORGES &B«£)THERS LLP
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Tonya R. Draeger
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23 K \BARF\1000\The TDS Group\Pleadmgs\Opposition to TRO and OSC for Preliminary Injunction with caption doc
24
25
26
27
28
7
1 MICHAEL T. STOLLER, ESQ. SBN 120241
LAW OFFICES OF MICHAEL T. STOLLER, APC ^"tAtQDRSED
3
Telephone: 818-226-4040
AUG 1O)09
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Facsimile : 818-226-4044 -f\\J
By 1 *
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6
7
g SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
!! TAX DEFERRED SERVICES, INC., a ) CASE NO. 34-2009-00055591
California Corporation, )
12 ) [Complaint filed 8-1 7-09]
13
Plaintiffs, )
)
/•sfc&r
*~f '**
_,_ \ DECLARATION OF LOY DOUGLAS
VS
14 ' HOLT IN SUPPORT OF EX PARTE
15 THE IRA CENTER, a California ) APPLICATION FOR ^ TEMPORARY
Corporation; RANDY SCIANNA, an ) RESTRAINING ORDER AND AN
16 individual; RENE ROCAMORA, an ) ORDER TO SHOW CAUSE RE
individual; REBECCA OLSEN, an ) PRELIMINARY INJUNCTION
17
individual; EMPLOYEE BENEFIT ) [Concurrently Filed With Ex Parte
SERVICES, INC., a California ) Application; Memorandum of Points
1g
Corporation; WILLIAM L. KREBS, an ) and Authorities; and Proposed Order]
19 individual; PENSION PLANNERS )
SECURITIES, INC., a California ) Date: August 18, 2009
20 Corporation; GINA DUREYA, an ) Time: 2: 15 p.m.
individual; BAR FINANCIAL, LLC a ) Dept: 54
91 • •
California Limited Liability Company; )
22 ANTHONY TARANTINO, an individual, )
23 ERIC A. HUCK, an individual and )
DOES 1-100, inclusive, )
24 )
25
Defendants. )
T/"
20 ')
27
28
1
DECLARATION OF DOUGLAS HOLT
1 I LOY DOUGLAS HOLT, declare:
2 1. I am President of TDS and I have worked for the company for 20 years. I have
3
personal knowledge of the matters hereinafter set forth and if called as a witness, I could and
4 "
would competently testify to the same. This declaration is made in support of TDS' ex parte
5
application for a Temporary Restraining Order.
6
2. As set forth in Mr. Wickers' Declaration, TDS has been a Plan Administrator, for
7
8 School Districts throughout the state and in over 28 states throughout the country.
9 3. In order to provide plan administration services to the various School Districts,

11
certain entities and individuals to act as representatives of IDS and licensed the use of its
12
trademarks and service marks.
13
4. On or about August 30, 2002, TDS ("Franchise") and defendants, SCIANNA,
14
15 ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist TDS to
16 market and provide its Plan Administration services and expand its network which I also
17 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
19
and TDS on or about the same time.
20
5. I am informed and believe, and based thereon state, that on or about August,
21
2008, defendant DUREYA sold her brokerage business PPSI to defendant BAR Financial. BAR
22
Financial 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
24
was 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 by
27
defendant BAR Financial, TDS was notified by defendant DUREYA, as an officer of BAR, and
28
defendant BRACKETT who was a principal of BAR, that FNIC rejected the Plan Administrator
2
1 services by IDS and that a business affiliate of FNIC, through its parent ING, specifically "ING
2 Plan With Ease," would be taking over the Plan Administrator services for all of the TDS clients.
3 The intended outcome of this change was to eliminate TDS as a competitor to the defendants by
4 putting them out of business.
5 7. TDS refused to relinquish its position as Plan Administrator and further, Mr.
6 Wickers and I, the principals of TDS, refused to relinquish our positions as licensed sales
7 representatives of financial products, thereby challenging the influence of defendants BAR and
8 DUREYA over the existing force of representatives that had formerly shown allegiance to TDS
9 (sometimes referred to as the TDS representatives). Concurrent with the threat posed by
10 defendants BAR and DUREYA, Mr. Wickers on behalf of TDS requested that BAR and
11 DUREYA make a bulk transfer of the Book of Business to its new chosen Broker/Dealer,
12 Questar Capital Corporation (hereinafter "Questar"), and advised all of its representatives that all
13 further business would be conducted through Questar. Questar had accepted the Plan
14 Administrator services of TDS, unlike BAR and DUREYA.
15 8. While DUREYA initially agreed to allow the Mr. Wickers and myself on behalf
16 of TDS to block transfer its Book of Business, as was the custom in the industry, the defendants
17 reversed their position and notified the TDS principals they would not make a block transfer of
18 their clients to their new Broker/Dealer Questar.
19 9. On or about September, 2008, when I attempted to move my clients to Questar,
20 as my new Broker/Dealer, defendants BAR and DUREYA intentionally interfered by refusing to
21 make a bulk transfer of my Book of Business. In addition, our TDS representatives were notified
22 by defendants BAR and DUREYA that unless they stayed with DUREYA and BAR they would
23 lose the stream of commissions they were entitled to from the prior financial products sold.
24 Consequently, all of the TDS representatives, for fear of losing their commissions, stayed with
25 defendants DUREYA and BAR.
26 10. I am informed and believe, and based thereon state that defendant PPSI promised
27 defendant BAR and FNIC that it could deliver all of the TDS clients which included 356
28 California Schools, to ING's Plan With Ease and all of the 457 plan assets that exceeded over

1 $100 million, if they would buy defendant PPSI. Defendant PPSI schemed to accomplish this by
2 attempting to force TDS to give up its Plan Administrator Business which it had been conducting
3 over the last 30 years and specifically, authorized by defendant PPSI for the previous 6 years, but
4 thereafter took the contrary position that TDS' business was unauthorized once defendant PPSI
5 had been acquired by BAR Financial and FNIC.
6 11. In order to deliver the TDS clients (i.e., 365 California Schools), and 457 plan
7 assets (over $100 million) to BAR and FNIC, defendant DUREYA and the other defendants,
8 conspired, schemed, planned and executed with the defendants, and each of them, a campaign
9 against TDS with the intention to drive the TDS clients and representatives away which would
10 cause it to go out of business since all commissions would not be paid and TDS would lose its
11 income. Included in this conspiracy campaign and scheme were statements made by defendant
12 DUREYA and the other defendants, and each of them, together with actions taken in TDS' name
13 which were not authorized by TDS.
14 These statements were discovered from emails sent and received on our company
15 server, true and correct copies of which are attached and indicated by the following exhibit
16 numbers:
17 (1) On or about January 22, 2009, defendant OLSEN, while under
18 contract as a TDS representative and required to be loyal to TDS, contacted
19 Virginia Casanovas at the Cambrian Elementary School District and told her that
20 she would find them a new Plan Administrator. (Exhibit "B")
22 representatives that TDS would be out of business in the next 3-4 months, and
23 that they were moving all the districts to a new Plan Administrator; (Exhibit "C")
24 (3) In February 2009 and continuing to the present, defendant
25 DUREYA visited and/or contacted every TDS advisor/representative in the
26 network and warned they should not go to Questar, the new Broker/Dealer,
27 knowingly, falsely stating that TDS was in severe financial trouble and threatened
28

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
5
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")
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
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
26 Administrator services; (Exhibit "L")
27
28
6
1 (14) On or about June 24, 2009, defendant KREBS forwarded to the
2 other defendants, all the documents necessary to replace TDS as the Plan
3 Administrator with NBS. (Exhibit "M")
4 (15) On or about June 23, 2009, defendants TARANTINO and BAR
5 advised TDS representative James Adjar that he would lose his commissions on
6 his clients if he moved to Questar, the new Broker/Dealer; (Exhibit "N")
7 (16) On or about June 15, 2009,1 on behalf of TDS arranged a
8 telephone conference with all of its representatives during which all
9 representatives were advised that Questar was the new Broker Dealer, and that all
10 representatives would need to confirm, in writing by June 22, 2009, that they were
11 on board or would be terminated at that point.
12 (17) After the June 15,2009 conference call, I contacted various TDS
13 representatives to determine whether they were confirming staying with TDS and
14 I spoke to Ken Bowers, a representative from Albuquerque, New Mexico, who
15 advised that defendants DUREYA and KREBS, had a conference call with the
16 TDS network of representatives invited, stated that TDS had serious financial
17 troubles and that the TDS representatives would be taunted by allegations of
18 embezzlement unless they distanced themselves in a hurry from TDS;
19 (18) Also after the June 15, 2009 conference call, I was told by Richard
20 Odegaard, Assistant Superintendent of Business Services for Elk Grove Unified
21 who stated that Alonzo Wickers, TDS' principal, had regulatory and compliance
22 problems and that he was being audited by the SEC.
23 12. On or about June 26, 2009 TDS, after not getting confirmation that defendants
24 IRA, ROCAMORA, OLSEN and KREBS had transferred to Questar, TDS notified defendants
25 IRA, ROCAMORA, OLSEN and KREBS in writing that they had been terminated as TDS
26 representatives and requested that they cease and desist from representing themselves as being
27 affiliated with TDS and that they should return all TDS promotional literature and marketing
28 materials that utilized TDS' trademarks and service marks.

1 13. This notice of termination was issued after defendants IRA, EBS, ROCAMORA,
2 OLSEN and KREBS decided they would not come over to IDS' new Broker/Dealer, Questar. A
3 true and correct copy of which is attached hereto as Exhibit "O".
4 14. I am informed and believe and based thereon state that, despite these written
5 notices, defendants IRA, EBS, ROCAMORA, OLSEN and KREBS have continued to represent
6 themselves as representatives and/or affiliates of TDS, thereby infringing the trademarks and
7 service marks of TDS; having continued to sell financial services to TDS clients without paying
8 10% of the gross revenue generated; have utilized a rubber signature stamps created without
9 authorization or approval to execute certain compliance documents that only TDS was
10 authorized to execute and have undertaken certain conduct to disparage TDS and interfere with
11 its clients which includes, among other things, the following:
12 (a) advising TDS clients, specifically School Districts, County Offices
13 of Education and Community Colleges, that TDS was in severe financial trouble,
14 that checks were being returned NSF from the common remitting TDS provided,
15 that one of the TDS principals (Alonzo Wickers) had regulatory compliance
16 problems, and that TDS was going out of business;
17 (b) advising TDS clients, specifically Public Schools, County Offices
18 of Education and Community Colleges, that they should move their Plan
19 Administration business from TDS to National Benefit Services that defendants
20 would become affiliated with;
21 (c) contacted TDS clients, specifically school employees in various
22 School Districts, who were already in 457 plans and resold and/or contracted
23 them to 403(b) plans, which provided no benefit to the school employees but
24 allowed the defendants to earn a new commission (which is considered illegal
25 churning), and redirect the client from TDS;
26 (d) the defendants, acting as agents for each of them as part of and in
27 furtherance of the conspiracy, made the foregoing statements to the following
28 clients that I spoke or met with;
8
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;
28
9
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
10
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
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;
28
n
1 (16) On July 17, 2009,1 met with Jerry Kerr, Assistant
2 Supervisor of Business for Eastside Union High School District and Vida
3 Branner-Sidess and Jill Kaufman (representatives of East Side Union HSD), who
4 attended the Santa Clara COE meeting on July 7, 2009 and wanted further
5 confirmation concerning the rumors raised regarding TDS' financial troubles;
6 (17) On July 17,2009,1 met with Margie Gustafson (COE) of
7 San Mateo and approximately 30 other representatives and CBO's of the district
8 to discuss the rumors they heard from the representatives of defendants IRA,
9 OLSEN and ROCAMORA regarding TDS' financial and regulatory problems and
10 whether TDS had returned vendor checks.
11 (18) On July 17, 2009,1 spoke with Vicky Rinehart,
12 Superintendent of Knightsen School District, who stated that TDS had financial
13 and regulatory audit issues that she had heard from representatives of defendants
14 IRA, OLSEN and ROCAMORA.
15 (19) On July 17, 2009,1 spoke with Nancy Anderson, Director,
16 Moreno Valley Unified School District who stated that she had heard from
17 representatives of defendants IRA, OLSEN, ROCAMORA and KREBS that TDS
18 was having financial difficulties and that defendant KREBS had told her vendor
19 checks were being returned NSF, that TDS was being audited by the SEC and Mr.
20 Wickers had failed a compliance audit; She thereafter contacted several other
21 districts and was told the information was inaccurate;
22 15. All of the foregoing representations made by defendants were and are false and
23 were made with the intent to disparage and harm its reputation and to cause economic harm to
24 TDS.
25 16. As a result of defendants' conduct, over the past several weeks our office has
26 responded to over 25 calls per week of inquiries made by our customers as to the rumors they
27 had heard regarding TDS' financial problems and matters as set forth above which originated
28 from the defendants.
12
1 17. In the last several weeks TDS has received 12 written termination notices from
2 School Districts, Schools and Municipalities. True and correct copies of these letters are
3 attached hereto as Exhibit "P". The anticipated loss of revenue from these clients is
4 approximately $346,000 over the next five years. In comparison, over the last three years TDS
5 lost only one customer which was due to anew school administrator bringing in a plan
6 administrator it had a previous relationship with.
7 18. Additionally, the defendants have started to go to the teachers redirecting their
8 investments from TDS. By way of example in Santa Clara County, TDS suffered $40,000 in
9 redirecting of employee investments. This diversion provides no benefit to the employee and
10 only commissions to the sales agent and is therefore considered illegal churning. Unless
11 defendants' conduct is immediately stopped, the defendants' statement that TDS will go out of
12 business will become a reality and it will face the potential loss of millions of dollars.
13 I declare under penalty of perjury under the laws of the State of California that the
14 foregoing is true and correct. Executed this 17th day of August, 2009 at dityu
15 California.
16
JGLAS HOLT
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBIT B
Page 1 of2
From: Al Wickers Sent: Thu 6/25/2009 2:40 PM

To: Jessica McCliss
Cc:
Subject: FW: Cambrian Elementary School District
Attachments:
From: Jared Sowards [mailto:Jareds@tdsgroup.org]

Sent: Thu 1/29/2009 2:31 PM
To: 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 Virginia
Casanovas at the district and I think you need to speak with her ASAP. She just told me that Becky Olsen from the IRA Center went
in there last week and acknowledged that they are a separate company and that if TDS isn't doing a good job, that she or they
would 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 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 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
Page 1 of 1
Doug Holt
From: Al Wickers Sent: Thu 6/25/2009 2:40 PM
To: Jessica McCliss
Cc:
Subject: FW: Conflict of interest.
Attachments:
From: jared sowards [mailto:jaredsowards@gmail.com]

Sent: Thu 2/19/2009 10:10 AM
To: Al Wickers
Subject: 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 all
the 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 in
the 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 to
divide 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. Duryea
BAR Financial
9700 Business Park Drive, Suite 102
Sacramento. 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 build
a mutually beneficial partnership and to expand upon the relationships we have already
established. We are certain you will find in Great American Plan Administrators an
organization that is committed to providing service to both you and your clients that is
second to none. To that end GA Plan agrees and acknowledges that it will take the
following actions.
457 Plan Exclusivity & Product Solicitation

GA Plan acknowledges those employers with whom BAR Financial has or obtains
exclusive product solicitation rights to the employers 457 Plan. Furthermore, GAFRI
agrees not to incorporate other Great American Financial Resources (GAFRI)
Independent Distribution Partners not licensed under BAR Financial hierarchy into the
457 Plan without the express written consent of BAR Financial. There may be instances
where 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 those
slots separated by ownership.
Thank you for giving GA Plan the opportunity to serve you and your clients. We look
forward to building upon our relationship for many years to come.
Sincerely,
Lana K. Woodring
Senior Vice President
Great American Plan Administrators. Inc.
Cc: Mat Dutkiewicz

Pete Titone
Kevin Hensley
Page 1 of2
Âttachments 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 McCliss
Cc:
Subject: FW: Acknowledgment Letters
Attachments: J BAR Financial Acknowledgement Letter.doc(24KB)
Respectfully,
William L. Krebs
Regional Manager
CA Insurance License #0541279
The TDS Group / Financial Network Investment Corp. Member SIPC
BillK@tdsQroup. org
http://www. tdsqroup. orq
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
117 W. Gutierrez Street
Santa 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 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 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 reply email and permanently delete the
email and its attachments.
From: Hensley, Kevin [mailto:KHensley@gafri.com]

Sent: Mon 5/4/2009 8:29 AM
To: Bill Krebs
Subject: Acknowledgment Letters
Bill,
It was a pleasure speaking with you again. Attached is the letter we spoke about; please let
me 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
Page 1 of 1
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 McCliss
Cc:
Subject: FW: Visalia Retirement by Design
Attachments: \ Retirement By Design Visaha.doc(55KB)
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsQroup. org
htrp://wvw,: tdsgroup. org
Office (800) 975-6555 xl02
Cell (805) 886-5664
Fax (805) 882-0098
Review, distribution, storage, transmittal or other use of the email and 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 reply email and permanently delete the email and its attachments.
From: Jennifer Berry

Sent: Fri 4/10/2009 3:07 PM
To: Bill Krebs
Subject: 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 financial
calculator 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 Berry
Office Manager, The TDS Group
Financial Network Investment Corporation, member SIPC
Office - (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 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 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 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 reply email and permanently delete the email and
its attachments.
Frequently Asked Questions
Q. How do I locate the 403b vendors offered through the
district?
A. Go to www.tdsgroup.org
IED SCHOOL * Click on QuickLinks
DISTRICT * 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.org

To Schedule an Appointment: 805.965.4774
2009 Retirement Plan Limits

403(b)0/? Roth403(b) 457(b)
$16,500 OK $16,500 Individual Limits $16,500
$5,500 OR $5,500 Age 50 Catch up Provision* $5,500
$3,000 OR $3,000 15 Year Catch up Provision* N/A
N/A 457 Catch-up $16,500

$25,000 Maximum Contribution Limits $33,000
Total $58,000
* Please soeak with a financial consultant or tax professional Drior to utilizing catch-uo
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 approved
vendor, research your other investment options, including fees and charges of the other companies on the
approved list
• If you are not making contributions, be informed about the plan features and options to make an informed
decision 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 delays
in the processing of these transactions; employers, plan administrators and investment providers are still
sorting 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
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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. Krebs
Regional Manager
BillK@tdsgroup. om
http://www. tdsQroup, orcj
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
117 W.Gutierrez Street
From: Anthony Tarantino [mailto:atarantino@BARFinancial.net]

Sent: Thu 4/23/2009 2:12 PM
To: rocamorar@financialnetwork.com; John Brackett; Bill Krebs
Subject: 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, Partner

BAR Financial, LLC
Raising the BAR of Excellence to Serve You Better
From: Rocky Rocamora [mailto:rocamorar@financialnetwork.com]

Sent: Thursday, April 23, 2009 2:12 PM
To: Anthony Tarantino
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20New... 7/25/2009
Page 2 of2
Subject: RE: New Time Proposed: conf call re: ING common remitting/plan admin business
Ok
Rocky
Original Appointment
From: Anthony Tarantino rmaiito:atarantino@BARFmancial.net]
Sent: Thursday, April 23, 2009 7:16 AM
To: JOHN BRACKETT; Rene Rocamora; Bill Krebs; Lois Shaw; lshaw@BARFinancial.net
Subject: New Time Proposed: conf call re: ING common remitting/plan admin business
When: 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 Holt
From: Bill Krebs on behalf of Anthony Tarantino Sent: Wed 6/24/2009 1:39 PM
Required: Jessica McCliss
Optional:
Resources:
Subject: FW: Current Issues - IDS - TPA
Location: Conference Call
When: Monday, May 04, 2009 1:15 PM-1:45 PM
Attachments:
-' Reminder: 15 minutes
—Original Appointment—
Organizer: Anthony Tarantino rmaiito:ataraRtino@BARFinancial.netl
Sent: Mon 5/4/2009 12:27 PM
Required: krebsw@financialnetwork.com; rocamorar@flnancialnetwork.com; John Brackett; Eric Huck; Gina
Duryea
Subject: Current Issues - IDS - TPA
When: Monday, May 04, 2009 1:15 PM-1:45 PM
Location: Conference Call
1-866-390-5250
Code 1035466*
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20Curr... 7/25/2009
EXHIBIT H
Page 1 of3
Doug Holt
To: Jessica McCliss
Cc:
Subject: FW: Saldebar & Mays
Attachments:
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsgroup. org
h ftp://www. tdsgroup. orq
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
From: Bill Krebs

Sent: Mon 5/4/2009 8:18 AM
Subject: 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 and
introduction 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 of
the drama.
Respectfully,
William L. Krebs
Regional Manager
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20Sald... 7/25/2009
Page 2 of3
8illK@tdsQroup. org
http://www. tdsQroup. org
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098

Sent: Mon 5/4/2009 6:37 AM
To: krebsw@financialnetwork.com
Subject: 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 to
discuss items 2 and 3
BAR Financial, LLC
Raising- the BAR of Excellence to Serve You Better
From: Debbie Harding

Sent: Tuesday, April 28, 2009 12:29 PM
Subject: 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»
Page 3 of3
Debbie Harding
Office Manager/Executive VP Assistant
BAR Financial, LLC
Please note my new email address: dharding@BARFinancial.net
9700 Business Park Dr., Ste 102
(916) 362-4107 Ext. 106
(916) 362-7706 Fax
'Securities offered through Financial Network, member SIPC. BAR Financial and Financial Network are not
affiliated.
Confidentiality Notice: 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 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 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 reply email and permanently delete the email and its attachments "
Jessica McCliss
From: Bill Krebs
Sent: Wednesday, June 24, 2009 1:11 PM
To: Jessica McCliss
Subject: FW. Meeting with Paul/NBS
Respectfully,
William L. Krebs
Regional Manager
BillKuf'idssroitp.ors
hup, //www. tdsgroup ors
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
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 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 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 reply email and permanently delete the email and its
attachments.
From: Jennifer Berry

Sent: Wed 5/13/2009 2:56 PM
To: Bill Krebs
Subject: 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 Berry
Office Manager, The TDS Group
Financial Network Investment Corporation, member SIPC
Office - (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 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 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 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 reply email and permanently delete the email and its attachments
Page 1 of4
Doug Holt
From: Bill Krebs Sent: Wed 6/24/2009 11:29 AM
To: Jessica McCliss
Cc:
Subject: FW: meeting time & location
Attachments:
Respectfully,
William L. Krebs
Regional Manager
Bil!K@tdsqroup. om
http://www. tdsgroup. org
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
From: Rocky Rocamora

Sent: Sun 5/31/2009 3:26 PM
To: Bill Krebs
Subject: RE: meeting time & location
Sure, just let me know.
From: Bill Krebs [mailto:BillK@tdsgroup.org]

Sent: Sunday, May 31, 2009 3:08 PM
To: Rocky Rocamora
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
Page 2 of4
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsgroup.org
gtitp.'//www.cdsqroup.orq
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
—Original Message—
Sent: Sun 5/31/2009 2:51 PM
To: Bill Krebs
Ok, whatever works is fine with me. We can meet for early breakfast and then
pick him up.
Rocky
From: Bill Krebs fmailto:BiHK@tdsqroup.orq1

Sent: Sunday, May 31, 2009 7:22 AM
To: Rocky Rocamora
Yes, he lands at 9:45 am . It might look best if we both pick him up. I
plan on driving up.
Page 3 of4
Respectfully,
William L. Krebs
Regional Manager
<_rnaiito:BiilK@tdsqroup.orq> BillK@tdsgroup.org
<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)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098

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 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 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 reply email and permanently delete the

Sent: Sat 5/30/2009 5:16 PM
To: Bill Krebs
Great. Is Paul flying to San Jose? I can certainly pick him up.
Let me know what else can I do on my end.
Page 4 of4
Rocky
From: Bill Krebs frnaiito:Bil!K@tdsqroup.orq]

Sent: Saturday, May 30, 2009 8:15 AM
To: Rocky Rocamora
Cc: jbrackett@BARFinancial.net
Subject: 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 up
Paul at the airport. In speaking with Paul, we agreed to put togather an
agenda so as to keep on track of our mutual objectives. I will work on this
over the weekend and run it by you for your input.
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsgroup.org
nttp://www.tdsgroup.orq <http://www.tdsgroup.org/>
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
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 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 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 reply email and permanently delete the
Jessica McCliss
From: Bill Krebs

Sent: Wednesday, June 24, 2009 1:23 PM
To: Jessica McCliss
Subject: FW. Current Issues - TDS - TPA
Respectfully,
William L. Krebs
Regional Manager
BillK(q).tdsgroitp. ors
http://ww\v. tdssroup. org
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
addressed to you in error, please immediately notify the sender by reply email and permanently delete the email
and its attachments.

Sent: Mon 5/11/2009 5:20 AM
To: Bill Krebs
Cc: John Brackett
Subject: 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 latest
issues. By the way, how are you doing with the fires? Is your home threatened?
BAR Financial, LLC

Sent: Saturday, May 09, 2009 5:22 PM
Subject: 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 this
next week to meet. Will you be in SF this next week? We may have some breakthrough on alternative TPA
sources...All three are long term, top shelf entities, without the drama.
Respectfully,
William L. Krebs
Regional Manager
Bi//K(q),tdssroup. ors.
http.//ww\v tdsgroup ore
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
attachments.

Sent: Mon 5/4/2009 12:27 PM
To: krebsw@financialnetwork.com; rocamorar@financialnetwork.com; John Brackett; Eric Huck; Gina Duryea
Subject: 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#
Page 1 of3
Doug Holt
From: Bill Krebs Sent: Wed 6/24/20091:11 PM
To: Jessica McCliss
Cc:
Subject: FW: location
Attachments:
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsqroup. org
http://www. tdsQroup.om
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
From: Gina Duryea [mailto:GDuryea@BARFinancial.net]

Sent: Wed 5/13/2009 1:26 PM
To: Rocky Rocamora
Cc: Bill Krebs
Subject: RE: location
Ok, you both answered 2 different things, I think?'?? please advise
Sincerely,
Gina Duryea
Executive Vice President
Registered Principal*
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%201ocat... 7/25/2009
Page 2 of3
FAX 916 362 7706 Toll Free 800 722.2999 916.362 4107
vVW"V barfinancig! net
9700 Business Park Drive Suite 102
*Secunties offered through Financial Network Investment Corporation, member SIPC BAR Financial and
Financial Network are not affiliated
Confidentiality Notice: 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 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 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 reply email and permanently delete the email
and its attachments."
From: Rocky Rocamora [mailto:rockyr@tdsgroup.org]

Sent: Wednesday, May 13, 2009 1:10 PM
To: Gina Duryea
Subject: RE: location
Marriot Hotel in Walnut Creek
Rocky

To: William L. Krebs; Rene Q. Rocamora
Subject: location
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%201ocat... 7/25/2009
EXHIBIT I
Page 1 of2

To: Jessica McCliss
Cc:
Subject: FW: meeting time & location
Attachments:
Respectfully,
William L. Krebs
Regional Manager
BitlK@tdsqroup. org
h ftp;//www. tdsQrouo. oro
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098
From: Bill Krebs

Sent: Sat 5/30/2009 8:14 AM
To: Rocky Rocamora
Cc: jbrackett@BARFinancial.net
Subject: 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 up
Paul at the airport. In speaking with Paul, we agreed to put together an agenda so as to keep on track of our
mutual objectives. I will work on this
over the weekend and run it by you for your input.
Respectfully,
William L. Krebs
Regional Manager
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20meet... 7/25/2009
Jessica McCliss
From: Bill Krebs

Sent: Wednesday, June 24, 2009 1 • 10 PM
To: Jessica McCliss
Subject: FW: urgent
Importance: High
Respectfully,
William L. Krebs
Regional Manager
BillK(a),tcls2:roi<p ors
http://www. tdsgroup. org
Office (800) 975-6555 x!02
Cell (805) 886-5664
Fax (805) 882-0098

Sent: Thu 5/14/2009 9:21 AM
To: Bill Krebs
Subject: urgent
Need the time ASAP please.
Sincerely,
Gma Duryea
FAX 916.362 7706 Toll Free 800 722.2999 916.362.4107
www.barfmancial.net
*Secunties offered through Financial Network Investment Corporation, member SIPC. BAR Financial and Financial
Network are not affiliated.
Confidentiality Notice: 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 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 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 reply
email and permanently delete the email and its attachments."

To: Gina Duryea
Cc: Louis Barragan
Subject: Meeting Location
Hello Gina,
Testaurant reservations are set for this Thursday @ Hariss Restaurant for a party of 7. The restaurant is located
at 2100 Van Ness Avenue (at Pacific). Hope this helps, call me on my cell with any issues.
Respectfully,
William L. Krebs
Regional Manager
org
http.//www tdsgrcntp ore
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
Santa Barbara, CA 93 101
attachments.
EXHIBIT J
Page 2 of3
reply email and permanently delete the email and its attachments.
—Original Message—
Sent: Fri 5/15/2009 8:40 PM
To: Bill Krebs
Subject: Santa Clara COE presentation
Hi Bill,
As promised, attached is the rough draft of the presentation we did today at

the COE 403b workshop.
Feel free to add, delete or change as you wish. Any feedback to make it
better would be appreciated.
Best,
Rocky Rocamora
Regional Branch Manager
CA Insurance License OE02855
IDS - Bay Area Region
Phone: (866) 474-1144

Fax: (408) 904-7367
<ma''tc-rocKvR@tosqroup.orq> rockyR@tdsgroup.org
This message is intended for the recipient only and is not meant to be
forwarded or distributed in any other format. This communication is for
informational purposes only. It is not intended as an offer or solicitation
for the purchase or sale of any financial instrument, or security, or as an
official confirmation of any transaction. Financial Network Investment
Corporation 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 accuracy
and 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 regarding

administration of 403(6) plans
Requires Written Plan Document
Requires Employer or Plan Sponsor
Accountability
In-house 403(0) administrator or Third Party
Administrator
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

'•Withdra waf s/Distrib'ui ft
after 01/01/09, must be dated '
retroactively to 01/01/09
7/95/2009
7/95/2009
1 2QGg Contribution Limits
Special additional catch-up requires

-- /$16,500- ],- ;
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
$3,009 '.^ '^
4
7/?5/?009
I Investment Providers
Must be on the Approved List as

stated in the Plan Document m order
to 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 done

directly from one vendor toanother jrWOTYPES OFTOANSFERS
•Only permrtted if the transferring 403(6)
plan and the receiving 403(6) plan permrt
such transfers
•Receiving vendor must be an approved
vendor in the receiving 403(6) plan
•A transfer or exchange is Not a
Distribution
Plan Administrator Approval Required
I Tax-free Exchanges
•An exchange is simply the movement of

all 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 before
requesting hardship withdrawal
>Must provide proper documentation
to substantiate hardship
(Note If participant rs less than 59 Viand

takes hardship withdrawal, 10% «ariy
withdrawal penalty plus ordinary income
tax apply except for medical expenses in
excess of 7 5% of AG1 (adjusted gross
income))
If hardship K taken, no contributions

Plan Administrator Approval Required allowed for six month*following
withdrawal)
EXHIBIT K
Page 1 of3
Doug Holt
To: Jessica McCliss
Cc:
Subject: FW: NBS/EBS collaboration
Attachments:
Respectfully,
William L. Krebs
Regional Manager
Bi/IK@tdsgroup. org
h ftp://www, tdsgroup, ortj
Office (800)975-6555x302
Cell (805) 886-5664
Fax (805) 882-0098
From: Nathan Glassey [mailto:NathanG@nbsbenefits.com]

Sent: Mon 6/22/2009 12:07 PM
To: rrocamora@ebenefitsservices.com
Cc: '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 are
included within your respective districts.
Thank you,
http://mail.tdsgroup.Org/exchange/doughoMnbox/Email%20Set%201.EML/FW:%20NBS... 7/25/2009
Page 2 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 named
above, 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 the
intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictty prohibited. If you have
received 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 extent
this communication, including attachments, mentions any federal tax matter, it is not intended or written and cannot be used for the purpose of
avoiding Federal Tax penalties. In addition, this communication may not be used by anyone in promoting, marketing or recommending the
transaction or matter addressed herein. Anyone other than the recipient who reads this communication should seek the advice based on their
particular circumstances from an independent tax advisor.
From: Rocky Rocamora [mailto:rrocamora@ebenefitsservices.com]

Sent: Monday, June 22, 2009 12:56 PM
To: Paul Lovell
Cc: 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 services
with 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 embedded
with 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
Page 3 of3
Looking forward to our future business partnership.
Best regards,
Rocky Rocamora
Employee Benefits Services & Advisors, Inc.
Email: rrocamora@ebenefitsservices.com
Phone-408 483 7210
Fax: 408.904.7367
The information in this email message maybe privileged, confidential, and protected from disclosure. If you
are not the intended recipient, any dissemination, distribution or copying is strictly prohibited. If you think
that 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 meeting
specific requirements. Any tax advice in this message (including any attachments) does not meet those
requirements and is not intended or written to be used, and cannot be used, for the purpose of avoiding federal
tax penalties or promoting, marketing or recommending to another party any transaction or matter addressed
herein.
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%201.EML/FW:%20NBS... 7/25/2009
EXHIBIT L
Jessica McCliss
From: Bill Krebs
Sent: Wednesday, June 24, 2009 10.31 AM
To: Jessica McCliss
Subject: FW: question for you
Respectfully,
William L. Krebs
Regional Manager
BiIIK(ciJtds£.roup.orx
hup://www. idssroup org
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098

Sent: Mon 6/22/2009 2:37 PM
To: Reed Lloyd
Cc: Bill Krebs
Subject: 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 another
administrator and they charge the vendor $2 per month per employee to send the money to Pac All the other vendors
are on the system, with few exceptions. Could we work out getting Pac on this? Our only other option for those districts
is to charge the employee and that may not fly well with them Any thoughts?
Sincerely,
Gina Duryea
FAX 916 362.7706 Toll Free 800.722.2999 916.362.4107
www barfmancial net
EXHIBIT
Jessica it/lcCliss
From: Bill Krebs

Sent: Wednesday, June 24, 2009 10:35 AM
To: Jessica McChss
Subject: FW NBS New Plan Implementation Guide
Attachments: 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-File
1
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. Krebs
Regional Manager
BillK@tdsgroup. org
http://www. tdsaroup. org
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098
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.
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From: Evan Stephens [mailto:EvanS@nbsbenefits.com]

Sent: Fri 6/19/2009 4:50 PM
To: 'Krebsw@financialnetwork.com'; 'Rrocamora@ebenefitsservices.com'; 'Rolsen@ebenefltsservices.com'
Cc: Nathan Glassey
Subject: NBS New Plan Implementation Guide
Nathan Glassey requested I send you copies of the generic files that comprise the NBS 403(b) Plan Implementation Guide
for "open vendor". Employer specific documents such as the plan document, SPD, contracts, etc. are also included in the
Guide but are not attached at this time.
Evan Stephens, QKA

8523 S. Redwood Road, West Jordan, UT 84088
(801) 532-4000, (800) 274-0503 ext. Ill
Fax (801) 838-7305 evans@nbsbeuehts.com
Date
Employer Name
Attn: Contact Name
Address
City, 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 and
we look forward to a successful relationship. The mission of National Benefit Services is to help employers
provide the finest benefits for their employees. Our goal in the coming weeks will be to implement the NBS
403(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. The
Guide 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 steps
and answer any questions you may have. If you have not done so already, please contact me to schedule a call
at a convenient time for you.
403(b) New Business Coordinator Phone: 800-274-0503 ext. 127

Email: nathang@nbsbenefits.com 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 Glassey
New 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 Coordinator
to 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 an
Information Sharing Agreement, Hold Harmless Agreement, or other Service Provider Agreement. If the
employer acts as trustee of a plan or maintains an ERISA plan, consult with your New Business
Coordinator 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 be
removed from the Plan (after it is known which vendors choose not to enter into an Information Sharing
Agreement 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 Employer NBS
Week One Week One

Initial conference call with NBS Return Plan Setup Information Worksheets to
NBS
Sign Plan Document and return copy to NBS
Send NBS copy of Employer's SRA
Week Two Week Two

Send ISA Cancelation letters to vendors Send Provider/Information Shanng
Send initial letters to current plan Agreements to current investment providers
participants Setup participant Plan website (if applicable)
Week Three Week Three

Send initial Census file to NBS ionfirm with the employer that hies received
Submit Test Payroll file to NBS and remittance test successful
Submit YTD Contribution file to NBS Setup participant Plan website (if applicable)
Submit Historical Contribution Data
file to NBS (if applicable)
Week Four
Transfer common remittance responsibilities
to NBS (if applicable)
Week One
Approximate for vendors to estabhsth ISA
Week Three Week Three

Final conference call to resolve Send letters to participants whose
any outstanding issues or concerns 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
Week Two
Notices sent to orphan vendors
January 1, 2009
New IRS regulations go into effect
NBS Contact Information
General Contact Information

Phone: 800-274-0503 (General)
Phone: 800-274-0503 ext. 5 (403(b) Plan Team)
Fax: 800-597-8206
Mailing Address
PO Box 698
West Jordan, UT 84084
Overnight (Physical) Address

8523 S. Redwood Road
New Business Coordinator
Nathan Glassey
Email: nathang@nbsbenefits.com
Phone: 800-274-0503 ext. 127
Fax: 801-838-7303
Plan Administrator
NAME
Email:
Phone:
Fax:
Assistant Plan Administrator
NAME
Email:
Phone:
Fax:
Team Manager
Evan Stephens
Email: evans@.nbsbenefits.com
Phone: 800-274-0503 ext. Ill
Fax: 801-838-7305
403(b) Plan Setup
Plan Information Worksheet - Parti
Payroll 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 or
holiday?
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 employee
closed his or her account or for other reasons). In these situations, NBS will contact the employee to determine what
should happen to the contribution. Depending on the employee's instructions, the contribution may be returned to
the same provider, forwarded to a new provider, or returned to the employer's payroll department to be taxed. If
NBS is unable to obtain instructions from the employee after two months, the contribution will be returned to the
payroll department to taxed. If other procedures are desired, please indicate below.
NBS2008 PI1 6/2008

403(b) Plan Setup
Plan Information Worksheet - Part 2
Miscellaneous
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 access
all 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 desired
messages. 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 desired
schedule for receiving SRA updates. For example, SRA updates must be receive by the payroll office 5 business days
before the payroll date or by the 10th day of the month.
NBS2008 PI1 6/2008

403(b) Plan Setup
Plan Information Worksheet - Parts
Current Investment Providers
Please complete this form or provide a separate file or page that includes the same information. Identify each
investment provider that currently receives contributions as part of the 403(b) plan. NBS will contact each provider
you wish to retain in order to provide an opportunity to enter into a Provider/Information Sharing Agreement. Send
this information to NBS.
Vendor Code/ID Vendor Name Vendor Remittance Address Retain Vendor'
I |Yes I ]NO
GYCS
No
NBS2008 P21 6/2008

403(b) Plan Setup
Plan Information Worksheet - Part 4
Orphan Investment Providers
Please complete this form or provide a separate file or page that includes the same information. Identify each
investment provider which received one or more contributions since January 1, 2005 but which will not be receiving
contributions after January 1,2009. Send this information to NBS.
Vendor Name Vendor Remittance Address
NBS2008 PIS 6/2008

403(b) Plan Setup
File Formats
Any files containing sensitive, non-public data (especially SSN) should be sent to NBS through the NBS Secure File
Upload System on the NBS website. Please reference the NBS Secure File Upload Instructions in this packet for
detailed instructions on using the system. All files should be in Microsoft Excel or similar CSV format and should
include headers. Pre-formatted spreadsheets are included on the Plan Setup CD. Please note that all year-to-date
data 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 should
be supplied to NBS as well as periodic updates—the more frequent the better We encourage employers to provide
a census file on a monthly basis. This file should also be supplied after the end of each calendar year.
Last Date of Date of Date of Street YTD Compensation Amount

SSN First Name City State ZIP
Name Birth Hire Termination Address (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 to
identify each investment provider/vendor. Source Code identifies the type of contribution. Please use the
following 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 Contribution
Amount fields are suggested but not required.
Payroll Last Vendor Source Contribution Date of Birth Date of Hire YTD Contnbution
SSN First Name
Date Name Code Code Amount (optional) (optional) Amount (optional)
YTD Contribution File (One Time)
Description: Unless NBS begins administration of your plan on January 1, we will need to obtain the contributions
totals of Plan participants up to (but not including) the first live payroll remittance performed by NBS. This data
may be supplied in either of the methods shown below, however, the first method is preferred. Date is the date
through which the data is current. Do not send YTD contribution data to NBS that includes the first set of payroll
data.
YTD Contribution
Date SSN Last Name First Name Vendor Code Source Code
Amount
YTD Contnbution
Date SSN Last Name First Name
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 is
required. Data should be provided for every year during which an employee made a contribution (even if
contributions began more than 15 years ago).
EE 403(b) Contnbution
Year SSN Last Name First Name
Amount for Year
NBSjnns PIFF 7/2nns

Contribution Transfer
Instructions
Check
Make check payable to: National Benefit Services, LLC. Please include the Employer Name and Payroll Period
Ending Date on the FBO line. Mail check and list bill (sending a file to NBS through our web-based Secure
Upload System in lieu of a hardcopy list bill is preferred) to:
Regular Mail Overnight Delivery

National Benefit Services, LLC National Benefit Services, LLC
P.O. Box 698 8523 South Redwood Road
West 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 Bank

Broadway Office
310 South Main
Salt Lake City, UT 84101
Routing Number: 124000054

Account Number: 3423829
Wire
Include the name of the employer and payroll date when sending a wire payment. Please avoid using wire
transferring for transmitting small dollar amounts. Transmit money to:
Zions First National Bank

Broadway Office
310 South Main
Salt Lake City, UT 84101
Routing Number: 124000054

Account Number: 3423829
Secure File Upload
Instructions
1. Using your internet browser, navigate to: www.nbsbenefits.com.
2. Click on "Secure Upload" link on the left hand side.
C u s t o m e r C a r e • K n o w led
Homf'-i •'
Employees
Employers
Advisors
NATIONAL
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3. Enter the password: nbslsecure
Our site u:.ii;e-s 128 bit SSL encryption, "his zzgz aSicws ye. :c
d sers-twe ir/crmwion :a Ws:<cna! Sener'it Services This is
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t.'-.i'.e rfata m th<5 manner
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r.i?jmers'.. You may up!oaa asciiucr.dl Wes by dsc'-.ing or, me additions! browse
r--"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 upon
successful 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.
• Enter your first

and last
Full Name* [
Company Name* f • Enter ihenameof
Email Address* [
Enter a valid e-miil address We wili

Hl« *?
send vfu a confirmasion e-mail
Fill! »J
upon Aitoccssfu! upload oi'\our liies
file »•»
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Click this first browse buiiun to
attach your first file A box will open
whsth snows !he consents i))"\t>ur iocai
;omputer Simpiy selec! the Hie you \vi4
to upload. The name of the file wsll ROW
appear in the-box to the right of "File r1!"
i j Jescriouon
ul trie files you
CLK'KHERE If you have an additional file that
at v,dl as any sou wish to send at this time, click the ne*.!
TO COMPLETE
"Browse" butfan to repeat the above process. Repeat
the 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 a
confirmation email, contact your plan administrator.
If you need to borrow, withdraw or transfer funds from your 403B 457 or other retirement plan this summer please
see instructions below. For more details about your CALSTRS, CALPERS Retirement Benefits or have questions
about vour 403B ISA Mutual Funds fill out the form below and fax (626-628-0325) or mail to The IDS Group
117 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 plan
Q Borrow money from TSA *
1. Obtain loan form from vour TSA Comoanv. broker or ask TDS
2. Include your account number and signature on form
3 Fax form to 805-882-0098
Q Withdraw (Hardshm) monev from TSA *
1 Obtain withdrawal loan form from your TSA Company, broker or ask TDS
2 Include your account number and signature on form
3 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 TDS
2. Include vour account number and signature on form
3. 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 School District/School Site
Years of Service Date of Birth I have a broker Y/N I need a broker Y/N Not Sure
Contact Numbers) Home Cell Email(s) /
Best time and method to contact you Quick Question/Comment
Mailing Address The TDS Group, 117 Gutierrez Street Santa Barbara, CA 93101 800-975-6555 ext215/626-629-3750
Securities and Investment Advisory Services are offered with and through Financial Network Investment Corporation (FNIC), Member of FINRA & SIPC
OSJ Office 6100 Uptown Blvd, Suite 220, Albuquerque, NM 87110 TDS and FNIC are not affiliated companies and neither represents STRS or PERS
IW2007)
DATE Template
Initial Letter to Participants
PARTICIPANT NAME
PARTICIPANT ADDRESS
CITY 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 party
administrator 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 IRS
regulations. For you, the employee, this will be most apparent when you wish to initiate a
transaction with your investment provider such as a loan, distribution, or transfer to a
different provider. Pre-authorization from NBS will be required to perform these
transactions. Forms and instructions are available on the EMPLOYER NAME plan website
maintained by NBS.
• NBS will contact the plan's current investment providers and give them the opportunity to
enter into an Information Sharing Agreement. Some investment providers may not be willing
or able to enter into the agreement. Because of the new IRS regulations, EMPLOYER
NAME must remove providers from the plan that do not sign the agreement. You will need
to select a new provider if your current provider is removed. Additional communication will
be sent to you after it has been determined which providers have chosen to remain part of the
plan.
• The NBS website www.nbsbenefits.com/403b will be updated to include information about

the EMPLOYER NAME 403(b) plan and will include a list of available investment
providers, plan forms, and other useful information.
You will receive additional communication regarding these changes in the coming weeks. Please
contact the human resource office at XXX-XXX-XXXX if you have any questions.
Sincerely,
ôi'overs- must have qualifying event
Rolloverto an IRA, another 4O3(b),
or 457 plan are allowed
I Loans-Options
Check with Plan Administrator if
allowed
• Loan repayments must be made at

least quarterly
• Principal and interest most be
amortized
•Term- 5 years or longer if used for
the purchase of participant's home
• Loans may be made for any reason
• Loans must be coordinated among
ali 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 —|B
SERVICES, LLC
C u s t o m e r Care • Knowledge and Expertise m Organizational Excellence
403(b) Plan Administration and Compliance Services

Plan Implementation Guide
Index:
Tabl
Employer checklist, timeline, NBS contact information
Tab 2
Plan Information Worksheets
Tab3
General instructions and reference
Tab 4
Letter templates
Tab5
Plan documents
Tab 6
Summary Plan Description
Tab?
Service Contact, Fee Schedule, Service Proposal, and Provider/Information Sharing Agreement
Tab8
Forms
DATE Template
Letter to Participants of
Canceled Vendor
EMPLOYEE NAME
EMPLOYEE ADDRESS
CITY, 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 40
years. As a result, changes to EMPLOYER NAME'S 403(b) plan are necessary at this time. All
investment providers that currently participate in the District's 403(b) plan were given the opportunity to
continue to do so. However, some investment providers are unable or unwilling to meet the plan's new
requirements resulting from the regulation changes. Providers that do not meet these requirements will
soon 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 salary
deferrals 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 the
enclosed form)
2) Contact your chosen investment provider to establish a 403(b) account
3) 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 your
salary deferrals to the 403(b) plan will be halted. You may submit a new SRA to resume contributions at
any time.
Please note that your savings currently held by VENDOR are not affected by these changes—only
your 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 the
HUMAN RESOURCES OFFICE if you have any questions.
Sincerely,
Template
DATE
Final Letter to Participants
PARTICIPANT NAME
PARTICIPANT ADDRESS
CITY 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 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 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 the
plan 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 NBS
form.
• The plan is now being governed by a formal written plan document. A copy of the plan
document or a summary of the plan document may be obtained from the human resources
office.
• The plan website maintained by NBS, www.nbsbenefits.com/403b. will serve as a resource to

obtain information about the plan. The website includes:
Plan forms
List of investment providers eligible to receive plan salary deferral contributions
List of investment providers eligible to receive transfers
General information about 403 (b) investing
Please contact the human resource office at XXX-XXX-XXXX or NBS at (800) 274-0503 ext. 5 if
you have any questions.
Sincerely,
DATE
Template
Universal Availability
EMPLOYEE NAME
EMPLOYEE ADDRESS
CITY 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 is
voluntary.
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 employees
of certain tax-exempt, governmental organizations or public education institutions. An employer may sponsor a
403(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 available
only 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 amount
of income. For example, if your federal marginal income tax rate is 25%, and if you contribute $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 of your 403(b) contribution.
• Tax-deferred Growth
In 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 your
account to grow more quickly than saving in a taxable account where interest and earnings are generally
taxed each year.
• Taking the Initiative
Contributing to a 403(b) retirement plan can help you take control of your future retirement needs. Other
sources of retirement income, including state pension plans and, if applicable, Social Security, often do not
adequately replace a person's salary upon retirement. A 403(b) plan can be a great way to provide you with
additional 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 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.
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 for
employees of certain tax-exempt, governmental organizations or public education institutions. An
employer may sponsor a 403(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
available 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 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 amount of income. For example, if your federal marginal income tax rate is 25%, and if you
contribute $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 of
your 403(b) contribution.
• Tax-deferred Growth
In 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 your account to grow more quickly than saving in a taxable account where interest and
earnings are generally taxed each year.
• Taking the Initiative
Contributing to a 403(b) retirement plan can help you take control of your future retirement
needs. Other sources of retirement income, including state pension plans and, if applicable, Social
Security, often do not adequately replace a person's salary upon retirement. A 403(b) plan can be
a 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 reduce
your 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 Template
Good Faith Notice to Orphan Vendors
VENDOR NAME
VENDOR ADDRESS
CITY ST, ZIP
RE: Plan Administrator Contact for EMPLOYER NAME 403(b) Plan
Our records indicate VENDOR NAME received salary deferral contributions as part of the
EMPLOYER NAME 403(b) Plan (the "Plan") after December 31, 2004. Additionally, as of January
1, 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 or
custodial accounts held by your company that were established and funded by employees of
EMPLOYER NAME from January 1, 2005 and December 31, 2008.
National Benefit Services, LLC (NBS) has been appointed third-party plan administrator of the
EMPLOYER NAME 403(b) Plan. We ask that you contact NBS to coordinate necessary information
sharing should a participant or beneficiary request a loan, distribution, or other transaction that
requires non-participant certification.
National Benefit Services, LLC Phone: (800) 274-0503 ext. 5

Attn: 403(b) Department Fax: (800) 597-8206
Sincerely,
403(b) Loan Authorization Form NATIONAL BENEFIT RV
JLS:JL?LJbi£-
Participant
Instructions 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 may
wish to attach your investment provider's paperwork to this form You must attach account statements from your investment provider documenting the account and loan
balances 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 this
form 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, LLC NBS Fax Number (800)597-8206
8805 S Sandy Parkway
Sandy, UT 84070 NBS Phone Number: (800)274-0503
Investment 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)
Provider 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 Maximum
Instructions Eligible Loan Amount box.
Participant Name Social Secunty Number Date of Birth
Participant Participant Mailing Address Home Phone Number Work Phone Number
Information
Agent Name Agent Phone Number

(Cty.STZIPI
Investment provider from which 403(b) amounts will be loaned to you
Investment Investment Provider

Provider
Information Account Number ^____
Street or PO Box
City, State, Zip
Phone Number
Fax Number
| 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 the Y N
Current and previously defaulted loan has been repaid, offset, or otherwise returned to good standing
Previous
Loans 2 Do you currently have or have you had in the past 12 months a 403(b), 401(a), or 457(b) loanls)? Y N
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 12
months7 You must attach an account statement reflecting your highest loan balance(s) in the past 12 months
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 an
account statement for each account If you have more than three accounts, please attach a separate page with that account information
Current account value (excluding Current outstanding loan amount
Current Loan Investment Provider Name outstanding loans) (if any) Total account value
and Account Account 1
Balance(s)
Account 2
Account 3
Example XYZ Annuity Company 30,00000 6,00000 36,00000
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 to
administer the Plan in accordance with the Internal Revenue Code I authonze the investment providers indicated on this form to release non-public information pertaining
Participant to my accounts as necessary to administer the plan including account balance, loan balance, loan status, and loan history
Approval
$
Participant Signature (Required) Date Requested Loan Amount
For NBS
Use Only
NBS Signature (Required) Date Maximum Eligible

Loan Amount
403(b) Exchange Authorization Form NATION A L B E N E FIT R V I C E S , L LC^
ilt ! \ t i l i t ' I I I
Participant The 403(b) Exchange Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authonze any exchange of
Instructions 403(b) amounts between exchange-eligible investment providers of your employer's 403(b) plan The surrendering investment provider may require 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 be forwarded to
the surrendering investment provider indicated (unless specified otherwise in steps 2 and 3) Complete steps 1-4 and mail or fax this form to NBS Inquiries
regarding 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 days
A list of exchange-eligible investment providers is available on your plan's website
NBS Mailing Address: National Benefit Services, LLC NBS Fax Number. (800)597-8206
West Jordan, UT 84088 NBS Phone Number: (800) 274-0503 ext 5
Investment 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 Sharing
Provider Agreement (Agreement) entered into by the receiving provider and NBS, provided that NBS has signed below. The surrendering investment should provide to the
Instructions receiving provider at the time of the exchange information regarding the portion of the exchanged amount represented by deferral amounts and, in the case of
Roth amounts (if allowed by the plan), the Roth portion and commencement date of the 5-year holding penod
Employer Name Employer State
^^^n^^^^^H
Participant Participant Name Social Security Number Date of Birth

Information
Participant Mailing Address Home Phone Number Work Phone Number

(Sleel)

(City STZIP|
Investment provider from which 403(b) amounts will be exchanged or surrendered (source of assets) Recipient of this form:
Please indicate the provider
Surrendering Investment Provider Surrendenng or Receiving) to
Investment which NBS should send this
Provider Account Number paperwork. Generally, the
Information Surrendenng provider should
Street or P.O. Box receive this form but the
Receiving provider may
City, State, Zip instruct you otherwise If no
option is selected, NBS will
Phone Number forward this form and all
accompanying paperwork to
Fax Number the Surrendering provider
Investment provider that will receive the exchange of 403(b) amounts (destination of assets)
| | Surrendering Provider
Investment Provider
(Provider from which
Receiving assets will be
Account Number
Investment exchanged)
Provider Street or P.O. Box
Information
City, State, Zip | | Receiving Provider
(Provider that will be
Phone Number receiving the assets)
Fax Number
•Krcffil 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 to administer the Plan in accordance with the Internal Revenue Code I authonze the release of non-public information pertaining to the above
Participant accounts and transaction to NBS representatives as necessary to administer the plan
Approval
Participant Signature (Required) Date

For NBS
Use Only
Ver SMPL9/08 NBS Signature (Required) Date

403(b) Distribution/Rollover Authorization Form NATIONAL BENEFIT SIR VICES, LLC
Customer Cart1 • Knowledge ami r.xpr
Participant The 403(b) Distribution/Rollover Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authorize a distribution
Instructions or 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 require
submission of a different form 2) Required minimum distnbutions following attainment of age 70112 do not require NBS authorization Your investment provider may
require 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 be
forwarded 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 rollover
may 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 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, LLC NBS Fax Number: (800)597-8206
8805 S Sandy Part
Sandy, UT 84( NBS Phone Number: (800) 274-0503
Investment 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 Provider/Information Shanng Agreement (Agreement) entered into by your company and NBS, provided that NBS have signed below
Instructions
Social Security Number Date of Birth
Information
(SUM!)

(Crty.STZIP)
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 distnbution
or 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 Date of event
Retirement Date of event
[Âttainment of age 59 % Required minimum? [Y[N| Date of event:
| Death of participant (provide documentation) Date of event
| ^Disability (provide documentation) Date of event
[JdDRO (provide documentation) Date of event.
Correction of excess contnbution or deferral Tax year
Indicate the investment provider that currently holds the assets you wish to distribute or rollover
Source of Investment Provider

Assets
Account Number
Street or PO Box
City, State, Zip
Phone Number
Fax Number
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 to
administer the Plan in accordance with the Internal Revenue Code I authonze the release of non-public information pertaining to the above accounts and transaction to
Participant/ NBS representatives as necessary to administer the plan
Beneficiary
Approval
Participant Signature (or Beneficiary Signature if participant is deceased) (Required) Date
For NBS
Use Only
NBS Signature (Required) Date

Maximum Allowable Contribution Worksheet
NATIONAL BEN RVICES, LLC
403(b) 2009 . "»_.'ii.mi < "El'r ~ "ku.'i r(7a~i "in,l (
Instructions 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) 597-6206
8523 S Redwood Road
West Jordan, UT 84088 NBS Phone Number: (800) 274-0503 ext. 5
Employee Participant Name Social Security Number
Information
Employer Name Home Phone Number
Participant Mailing Address Work Phone Number
(Str«el)
E-mail Address
(Qty. ST ZIP)
403(b) and 1. 2009 base deferral limit 1. $16,5C1000

Roth 403(b)
Calculation 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. Y E S / NO
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. Y E S / NO
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 1 NO
If 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 $15,000 2e.

If the result is greater than $3,000 then enter $3,000 in line 2e
If 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' 3a. YES 1 NO
b If 3a is YES, enter $5,500 in line 3b If 3a is NO, enter $0 in line 3b 3b.
4. Add lines 1,2e, and 3b This is your Maximum 403(b) and Roth 403 b) Contribution Amount for 2009. 4. 1 |
This number cannot exceed $25,000.
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.
Employee IMPORTANT. You may rely on the accuracy of this Worksheet if the information you provide is correct and complete. Neither your Employer, nor
Signature National 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, LLC
from any and all damages which may result from providing inaccurate or incomplete information You understand and agree that your total annual
contributions to the combined 403(b) and Roth 403(b)
Employee Signature Date
X
403(b) Salary Reduction Agreement NATIONAL BENEFIT
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 to
National 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) 597-8206
8523 S Redwood Road
West Jordan, UT 84088 NBS Phone Number. (800) 274-0503 ext 5
Employee Employee Name Social Secunty Number
Information
Employer Name Home Phone Number
Employee Mailing Address E-mail Address
Date of Birth Number of Pay Penods Per Year

(Cfy.STZIP)
Requested Check only one box SRA is not valid without an Effective Date.
Action | | 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 and Leave this section blank if you are canceling contnbutions To change or begin contnbutions, enter your desired amount(s), investment providers), and vendor
Provider code(s) This SRA will replace any previously submitted SRA's Only salary reductions identified in the space below will be performed starting on the
Effective Date. Please see page 2 for examples Please note that you must establish your accounts) with your desired investment provider(s) pnor to submitting
this form Contact your investment provider(s) directly to establish your accounts) Salary reduction will not be performed if you have not established your
accounts) The Code # of your chosen investment provider may be found atwww nbsbenefits com/403b
Monthly Dollar Have you established an account
Investment Provider Name Code* Amount with this provider?
$
[>es D No
Agent Agent Name Agent Phone Number

Information
Agent Address Agent Email Address
Agent Fax Number

(Cily STZIPI
Employee I understand and agree to the following

Approval 1 This Salary Reduction Agreement (Agreement) is an agreement between me and my employer which I have entered into voluntanly
2 The Agreement supersedes all pnor Salary Reduction Agreements
3 The Agreement is legally binding and irrevocable with respect to amounts paid or available while this agreement is in effect
4 The Agreement may be terminated at any time for amounts not yet paid or available, and that a termination request is permanent
5 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 deferrals
under Code Section 402(g) If, based on information held by my employer or the Plan's third party administrator (National Benefit Services, LLC), either my
employer or National Benefit Services, LLC believes additional contnbutions will cause me to exceed limits under Code Section 415 or 402(g), I authorize the
automatic 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 accordance
with the Internal Revenue Code
Employee Signature Date
X
403(b) Salary Reduction Agreement (Continued) N A T I O N A L B E N E F I T SERVICES, LLC
Important The Employee agrees to indemnify and hold the Employer and National Benefit Services, LLC (NBS) harmless against any and all actions, claims and demands
Information whatsoever that may anse from the purchase of annuities or custodial accounts in this 403(b) Plan The Employee acknowledges that neither the Employer nor NBS
have made representation to the Employee regarding the advisability, appropriateness or tax consequences of the purchase of the annuity and/or custodial
accounts 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 to
his/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 investment
companies
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) of
the 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 accoun
is 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 have
total responsibility for all distributions and any resulting taxation consequences All nghts under the contract or account are enforceable solely by the Employee, the
Employee'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 certain
transactions 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-party
administrator in conjunction with the operation of the 403(b) Plan
Retain a copy of this form for your records
Amount and 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 to
Provider your account with XYZ Company, enter the following on the first page
Examples Monthly Dollar Have you established an account
ABC Company (ABC's Code) $300.00 [xJYes []NO
XYZ Company (XYZ'sCode) $20000 [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 per
month each, enter the following on the first page (remember, this SRA supersedes and replaces any previous SRA's)
ABC Company (ABC's Code) $100.00 [XJYes []NO
XYZ Company (XYZ's Code) $10000 [xlYes
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 ABC
Company but keep the contribution to XYZ Company unchanged, enter the following on the first page (remember, this SRA supersedes and replaces any previous
SRA's)
ABC Company (ABC's Code) $300.00 [xlYes HNO
D
403(b) Hardship Authorization Form NATIONAL BENEFIT
Participant The 403(b) Hardship Authorization Form must be submitted to National Benefit Services, LLC (NBS), the third party administrator, to authonze any hardship
Instructions distnbution 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 form
You may wish to attach your investment provider's paperwork to this form All attached forms or paperwork will be forwarded to the exchanging investment provider
indicated 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 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)597-8206
8805 S. Sandy Parkway
Sandy, UT 84070 NBS Phone Number: (800)2744503
Investment 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 Sharing
Provider Agreement (Agreement) entered into by your company and NBS provided that NBS has signed below The investment provider should distribute no more than the
Instructions amount indicated in the Maximum Eligible Hardship Amount box
Hardship Hardship Withdrawal Provisions: Hardship withdrawals are only permitted to the extent a participant demonstrates that the reason for the hardship withdrawal
Withdrawal complies with the applicable requirements under the Internal Revenue Code and that such hardship imposes an immediate and heavy financial burden upon such
Provisions participant Hardship withdrawals are limited to bona fide financial emergencies A hardship withdrawal cannot be applied for until all other options have been
exhausted These options include, insurance, reasonable liquidation of the participant's assets, cessation of elective deferrals to any retirement account, or other
distributions or loans from the employer's plan(s) or a commercial loan
Amounts 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 as
the amount withdrawn does not exceed your total employee deferrals less any earnings. The total amount of the withdrawal cannot exceed the value of your deferral
A 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
Information
(Swell

(City ST ZIP)
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 needed
You must attach appropnate documentation providing evidence that you have a financial hardship As part of the review process, you may be required to provide
Hardship additional proof of your financial hardship
Reason 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, the
participant'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
Investment provider from which 403(b) amounts wili be withdrawn

Investment Provider
Investment
Provider Account Number
Information
Street or P 0 Box
City, State, Zip
Fax Number Phone Number
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 perjury
under 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 information
Hardship contained 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 with
Amount and the Internal Revenue Code I authonze the release of non-public information pertaining to the above accounts and transaction to NBS representatives as necessary to
Participant administer the plan.
Approval
$
Requested Hardship Amount
Participant Signature (Required) Date
For NBS
Use Only
NBS Signature (Required) Date Maximum Eligible

Hardship Amount
DATE Template
Cancelation of Old ISA
VENDOR NAME
VENDOR CONTACT PERSON
VENDOR ADDRESS
CITY, ST ZIP
Re: Cancelation of 403(b) Information Sharing Agreement
Dear VENDOR CONTACT NAME,
EMPLOYER NAME previously established a 403(b) Information Sharing Agreement with

VENDOR 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 our
behalf.
• NBS has or will soon notify your company in writing that EMPLOYER NAME is now
covered 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 NBS
403 (b) Provider/Information Sharing Agreement.
In order for your company to remain a provider of our 403(b) plan, your company must establish
a 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
Page 1 of2
Doug Holt
From: James M. Adgar Sent: Thu 6/25/2009 2: 17 PM
To: Jessica McCliss
Cc:
Subject: FW: IDS Changes - recent corporate email
Attachments:
James M. Adgar
CA Insurance Licence #0081748
Registered 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 for
informational purposes only. It is not intended as an offer or solicitation for the purchase or sale of any financial instrument, or secunty, or as an
official 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 or
accuracy and are subject to change without notice. Any comments or statements made herein do not necessanly reflect those of TDS/Financial
Network 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

Sent: Tue 6/23/2009 1:06 PM
To: James Michael Adgar
Subject: TDS Changes - recent corporate email
June 23, 2009

DearJames
Things continue to occur at an ever increasing pace. I have been
informed that the TDSGroup.org email system has been shut down.
Hopefully you all set up your Financial Network email address. In fact
the only way you will receive this is if you have a Financial Network
email address as we have change everyone in our database. If you speak
with another Rep and they did not get this email, please tell them to
call Financial Network and get there email established.
Yesterday, there was an email that was sent out by TDS corporate. The
email stated that it's time to move over to Questar. There was a pre
licensing kit attached to that email. I want to address two sentences
in 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 of
this week to prevent any interruption of commissions."
a. That is a completely false statement. Your commissions are
paid by the product providers to Financial Network. Financial Network
on a weekly basis pays you commissions based on your payout. TDS does
NOT control the flow of those commissions. They will continue to be
paid to you as long as your client is assigned to you. The only way
that client can be moved away from you is by your client signing a form
that states that they do not want to be your client any longer. In a
previous email I stated that there were NO Block Transfers.
b. In fact the opposite is true. If you move your business over to
Questar, there will be an interruption of commissions. From the moment
you 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
Page 2 of2
will continue to pay commissions for the next 4 weeks. After 4 weeks it
will stop paying commissions. Any client of yours that has not signed a
transfer form to your new B/D will no longer be paid to you. YOU WILL
LOSE COMMISSIONS BY MOVING OVER TO QUESTAR.
2) The last sentence of the 5th paragraph states the following "You
will 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 a
school district, that does not prevent you from working with your
existing clients in a school district or from seeking new business in a
school district. California along with many other states does not
prevent you from selling in a school district.
As the partners of BAR Financial, LLC have stated in the past "We
welcome all Reps that are currently affiliated with TDS, to stay with us
at Financial Network". We know that we can support you and your
business model. Our goal is to continue to bring you the best
trainings, technology, and service that you deserve.
Thank you
BAR Financial, LLC
5 Kacey Ct, Suite 101
Mechanicsburg, PA 17055
Phone: 717-766-4551
Fax: 717-691-3299
Mobile: 717-319-5929
Securities offered through Financial Network Investment Corporation,
Member SIPC - BAR Financial, LLC and Financial Network are not
affliated.
The information contained in this e-mail message, including attachments,
is
confidential and intended solely for the addressee. It may contain
information that is protected by attorney-client privilege, work-product
doctrine, or other privileges, and may be restricted from disclosure by

applicable state and federal law. Any further distribution of this
message
is prohibited without the written consent of the sender. If you are not
the
intended 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 the

sender
by reply e-mail and delete all copies of the original e-mail and any
attachments. Thank you.
http://mail.tdsgroup.Org/exchange/dougholt/Inbox/Email%20Set%202.EML/FW:%20TDS... 7/25/2009
Page 1 of3
Doug Holt
To: Jessica McCliss
Cc:
Subject: FW: IDS Changes - recent corporate email
Attachments:
Respectfully,
William L. Krebs
Regional Manager
BillK@tdsqroup. orq
http://www. tasgroup. ortj
Office (800)975-6555x102
Cell (805) 886-5664
Fax (805) 882-0098

Sent: Tue 6/23/2009 1:08 PM
To: William L. Krebs
Subject: TDS Changes - recent corporate email
June 23, 2009

DearWilliam
Things continue to occur at an ever increasing pace. I have been
informed that the TDSGroup.org email system has been shut down.
Hopefully you all set up your Financial Network email address. In fact
the only way you will receive this is if you have a Financial Network
email address as we have change everyone in our database. If you speak
with another Rep and they did not get this email, please tell them to
call Financial Network and get there email established.
Yesterday, there was an email that was sent out by TDS corporate. The
email stated that it's time to move over to Questar. There was a pre
licensing kit attached to that email. I want to address two sentences
in 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 of
this 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 Rocarnura
3423 Gradell Place
San Jose, CA 95148
Please be advised that this letter constitutes notice that your affiliation with The IDS
Group under any agreements, written or verbal, is hereby terminated immediately.
Based on this termination you are no longer authorized to contact any clients of TDS
and/or represent to them that you are affiliated with TDS, directly or indirectly, in any
capacity.
Based on this termination you are hereby directed to return all TDS marketing materials
and company information in your possession to TDS immediately to the address listed
below. Additionally, you are to immediately cease using any business cards which may
imply 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 to
this request, Should you have any questions please feel free to contact me.
Sincerely,
Loy Douglas Holt

I he T!)S Or
Succors, AWc'/'Wil
June 26,2009
Rebecca Olsen
14388 Union Ave.
San Jose, CA 95124
Based on this termination you are no longer authorized to contact any clients of TDS
capacity.
The TDS Group
this request, Should you have any questions please feel free to contact me.
Sincerely,
Loy Douglas Holt

•pi
IJJb tlirou
[ he MM"\O 1
p
June 26,2009
William Krebs
117 W.Gutierrez St.
Based on this termination you are no longer authorized to contact any clients of IDS
capacity.
The TDS Group
this 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
FAX
To: 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 [Ûrgent FlFor Review QPlease Comment
• Comments:
Original to follow in US Mail
Danielle Biagioni, Executive Assistant

(800) 542-5829 * DanielleB@tdsgroup.org
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 financial
instrument, or security, or as an official confirmation of any transacffpn, TDS/Pension Planners Securities Inc. does not accept purchase or
redemptions of securities, instructions, or authorizations that are sent via fax. All market prices, data and other information are not
warrantor! 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 Education
charles Robinson
Wiring students to learn, achieve, and succeed -
WJ. Evins, III, Vice Chairman
Joan Draper
John David Foutch
Johnny Lattimore
T «»OT onno Bruce Parsley
June 22, 2009 Kenny Rhody
Mr. Loy Douglas Holt, President

The TDS Group
6939 Sunrise Blvd., Suite 209
RE: TDS Compliance Program 403b
Dear Mr. Holt,
This letter is written notification that the DeKalb County Board of Education will
terminate the Compliance Agreement with TDS effective June 30,2009.
Sincerely,
MarkB. Willoughby
Director of Schools
110 South Public Square • Smithville,Tennessee 37166 • (615) 597-4084 • Fax (615) 597-6326 • www.web.dekalb.k12tn.net
City of
CORCORAN
A MUNICIPAL CORPORATION FOUNDED 1914
June 26,2009
IDS Group
6939 Sunrise Blvd Suite 209
RE: City of Corcoran Deferred Compensation Program
Please be advised that the City of Corcoran is giving TDS Group 30 days notice to
terminate its relationship as its third party administrator. No payrolls will be sent after
the pay period ending July 29th, 2009 (checks issued July 31,2009).
Thank you for your service.
Ron Hoggard
City Manager
CITY OFFICES:
832 Whitley Avenue • Corcoran, CA 93212 • Phone 559/992-2151 • www.cityofcorcaraacom
Mayor Office of the
John Murray
Mayor Pro Tern City Manager
Mary Hornsby City of
Council Members 119 Fox Street
John Plourde LEMOORE Lemoore * CA 93245
Phone * (559) 924-6700
Willard Rodarmel CALIFORNIA
William Slegel FAX « (559) 924-9003
IDS Group
RE: City of Lemoore Deferred Compensation Program
Please be advised that the City of Lemoore is giving TDS Group 30 days notice to terminate its
relationship as its third party administrator. No payrolls will be sent after July 27lh, 2009.
Reg^fds,
Jdff Briltz, City Manager

City of Lemoore
"In God We Trust"

MERCED IRRIGATION DISTRICT
July 24,2009
TDS Group
RE: Merced Irrigation District
Please be advised that the Merced Irrigation District is giving TDS Group notice to
terminate its relationship as its third party administrator and common remitter. Merced
Irrigation District rescinds any signing authority by TDS Group. No payrolls^will be sent
after August 24,2009. This is also to give notice that Ted Edminster is our agent of
record for all accounts set up by him, and no access is given to any representative of TDS
Group.
Andre Urquidei
Chief Financial Officer
Cc: Ted Edminster, Registered Representative

Bob Blum, Director of Human Service, MED
Dan 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) 726-4176
Finance \ 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, President

The IDS Group/Tax Deferred Services, Inc.
6939 Sunrise Blvd., suite 209
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 the
Bassett Unified School District and the TDS Group/Tax Deferred Services, Inc.,
effective immediately. Pursuant to the Agreements, we give you notice that The TDS
Group should no longer provide our district with 403(b) and/ or 457(b) deferred
compensation 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 Ballard
Assistant Superintendent, Business Services
August 13, 2009
Administrative SENT VIA CERTIFIED MAIL AND FAX TO 916-221-5040

Office
3434 Marten Ave. Tax Deferred Services, Inc.
San Jose, CA 95148 6939 Sunrise Blvd., Ste 209
Ph: (408)223-3720
Fax: (408) 223-3799
ATTENTION: Douglas Holt
REFERENCE: Third Party Administrative Services

Governing Board Dear Mr. Holt:
Members
N a n c y F. Hopkins This letter will serve as Mount Pleasant School District's notice to Tax
Galvin D. Jackson Deferred Services, Inc. of the District's decision to terminate the agreements
Betty Martinez
Gail A. Tremaine for Third Party Administrative Services for both our 403(b) Compliance and
Robert R a m i r e z 457 Deferred Compensation Plans. Termination was reviewed and approved
by the Board of Trustees on August 12,2009.
The effective date of the termination for bother services is August 13, 2009.
Superintendent
Regards,
George L. Perez
Laura Phan, CPA

Assistant Superintendent of Business and Operations
Cc: Payroll
88/14/2009 11:19 8058828098 TDS PAGE 02/03
Unified School district 1665 WEST DRIVE

ADMINISTRATIVE OFFICES SAN MARINO. CALIFORNIA 91108-2594
TELEPHONE. (626) 299-7000
FAX: (626) 286-7010
August 3,2009
Mr. Douglas Holt, President

The TDS Group/Tax Deferred Services, Inc.
6939 Sunrise Blvd., Suite 209
Dear Doug:
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
the 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 TDS
Group should no longer provide our district with 403(b) and/or 457(b) deferred
compensation 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,
(
-<mHe Boucher
Assistant Superintendent, Business Services
JB:lp
cc: Bill Krebs

Maurice Saldebar
I
Tennessee School Boards Association
August 6, 2009
Doug Holt, President

The TDS Group
6939 Sunrise Blvd
Suite 209
Dear Mr. Holt:
It is the decision of the Tennessee School Boards Association to terminate the

agreement between it and The TDS Group for the purpose of administering TSBA's
403(b) plan. In order to adhere to the agreement between the parties, the effective date
of 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 the
parties herein, in accordance with paragraph 16 of The TDS Group's Compliance
Program Employer Agreement 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
remit any and all remaining funds on behalf of our participants to the respective
providers and provide us proof thereof. Should any funds be returned to TDS from
providers 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 on
the agreements signed between us and TDS. These compliance records include any
loans, hardship distributions, intra-plan and inter-plan transfers, etc. which TDS
approved or denied on behalf of our participants, as well as any other compliance
related 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 shown
on the agreements between TDS and our school district.
Thank you for your prompt attention to this matter.
Sincerely,
'G/Y\L/v^
Dr. Tammy Grissom

Executive Director
525 BRICK CHURCH PARK DRIVE • NASHVIUJ. TN 37207 * TELEPHONE (61?) 815-3900 * (800) 448-6465 • FAX (615) 815-3911
www.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 Officer

The IDS Group
6939 Sunrise Blvd
Suite 209
Mr. Tartanian,
It is the decision of the Smith County School District Board of Education (BOE) to terminate
the agreement 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 parses, the efface, date of
termination of the service agreement between the parties shall be.
The BOE is effecting this termination pursuant to the terms of agreement between the parties
herein, in accordance with paragraph 16 of The TDS Group's Compliance Program Employer
Agreement 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 remit
any and all remaining funds on behalf of our participants to the respective providers and provide
us proof thereof. Should any funds be returned to TDS from providers after the date on which
this termination notice is effective, and thereafter at any point in the future, please forward those
funds 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 the
agreements 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 or
denied on behalf of our participants, as well as any other compliance records related to the
services 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 listed
Thank you for your prompt attention to this matter.
Sincerely,
Titlk of Signatory:
11:89 7315B674I9 HOLLOW ROCK BRUCETGN PAGE 83
ROD STURDIVANT
DlflECTOR OF SCHOC
791-568-7657
28590 BRO*0 STREET • P.O. BOX 135

BKUC6TON, TENNESSEE 38317
www.hrbki2.org
August To, 2009
It is the decision of the Hollow Rock / Bruceton Special School District to terminate the
agreement between h and the TDS Qtaaf for the purpose of administering said school
district's 40J(b) plaa. h order to adhere to the agreement between 1he parties, the
effective date of tennlnatton of the service agreemeujt between the parties shall be August
10.2009.
The Board of Education is effecting this termination pursuant to the terms of agreement
between the parties herein in accordance with paragraph 16 of the Employer
Agrcemant/The TDS Group Compliance.
Within 3 business days following your receipt of Ibis termination notice, please common
remit any and all remaining funds on behalf of our participants to the respective providers
and provide us proof thereof. Also, please forward copies of any and all compliance
records to us at the address listed on the agreements we signed with TDS. These
compliance records include any loans, hardship distributions, intra-pJan and inter-plan
transfers, etc, TDS approved or denied on behalf of our participants, as 'well as any other
compliance 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 address
shown on the agreements between TDS and our school district
Thank you far your attention to this matter.
Sincerely,
RodSturidivant
Director of Schools
60
August 14,2009
SENT VIA CERTIFIED MAIL AND FAX TO 916 221-5040
Tax Deferred Service Inc.

6939 Sunrise Blvd. Ste 209
ATTENTION: Douglas Holt
REFERENCE: Third Party Administrative Services
Dear Mr. Holt:
This letter will serve as Evergreen School District's notice to Tax Deferred
Services Inc. of the District's decision to terminate the agreements for Third Party
Administrative Services for both our 403(b) Compliance and 457 Deferred
Compensation Plans. Termination was reviewed and approved by the Board of
Trustees on August 13,2009.
The effective date of the termination for both services is August 14, 2009.
Regards,
Nelly Yahg
Chief Financial Officer
cc: Payroll
District Administration Office Superintendent: Clif Black

3188 Quimby Road Governing Board: Jeff Fischer
San Jose, California 95148 Carolyn Clark
Phone: (408) 270-6800 Mercilee Claverie
Fax: (408) 274-3894 Sylvia Alvarez
Vince Songcnyawon
te
\<* J 110A Elk Avenue, South 4$
Fayetteville, Tennessee 37334
(931)433-5542
Fax (931)433-7499
Board Members Billy J.Evans Board Members
Mark Clark, Chinn. Director of Schools Jack Raby, Vice Chmn.
Joyce Eady , 2009 Jeff Whitmore
Tom Holland, Jr. MO-TH DAY Dorothy Small, Ex Oflicio
Alice B. Palacio
Gary Tartarean, Chief Operating Officer
The IDS Group
6939 Sunrise Blvd
Suite 209
Mr.
It is the decision of the FaH£\W\JvUe Cv\-^ Board of Education (BOE) to terminate the
agreement 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 termination
of the service agreement between the parties shall be .
The BOE is effecting this termination pursuant to the terms of agreement between the parties
herein, in accordance with paragraph 16 of The TDS Group's Compliance Program Employer
Agreement 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 remit
any and all remaining funds on behalf of our participants to the respective providers and provide
us proof thereof. Should any funds be returned to TDS from providers after the date on which
this termination notice is effective, and thereafter at any point in the future, please forward those
funds 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 the
agreements 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 or
denied on behalf of our participants, as well as any other compliance records related to the
services 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 listed
Thank you for-your prompt attention to this matter. - • ":
: :
Sincerely, --•. •• • ' •••'• "" •' ' :. •'; • " -' • . • • • - • •'
.1 MICHAEL T. STOLLER, ESQ. SEN 120241
3
BEVERLY HILLS, CALIFORNIA 90212 O'NLJUHSEn
Telephone: 818-226-4040
4 Facsimile : 818-226-4044 AUG 1 8 2009
By.
6 A O'Donnell
7
10
11 TAX DEFERRED SERVICES, INC., CASE NO. 34-2009-00055591
12 a California Corporation,
DECLARATION OF ALONZO
13 Plaintiffs WICKERS IN SUPPORT OF
14 EX PARTE APPLICATION FOR A
vs. TEMPORARY RESTRAINING
15 ORDER AND AN ORDER TO SHOW
THE IRA CENTER, a California CAUSE RE PRELIMINARY
16 Corporation; RANDY SCIANNA, an INJUNCTION
individual; RENE ROCAMORA, an [Concurrently Filed With Ex Parte
17 Application; Memorandum of Points
individual; REBECCA OLSON, an
18 individual; EMPLOYEE BENEFIT and Authorities; and Proposed Order]
SERVICES, INC, a California
19 Corporation; WILLIAM L. KREBS, Date: August 18, 2009
Time: 2:15 p.m.
20 an individual; PENSION PLANNERS
Dept: 54
SECURITIES, INC, a California
21 Corporation; GINA DUREYA, an
individual; BAR FINANCIAL, LLC a
22
California Limited Liability Company;
23 ANTHONY TARANTINO, an
individual and DOES 1-100, inclusive,
24
25 Defendants.
26
27
28
1
ALONZO WICKERS DECLARATION
1 I, ALONZO WICKERS, declare as follows:
2 1. I am the founder and former CEO of THE IDS GROUP, INC.
3 ("TDS"), the Plaintiff in this action, and if called as a witness, I could and would
4 competently testify to the following facts as being within my own personal knowledge,
5 except for that stated on information and belief.
6 2. TDS has brought this action against Defendants THE IRA CENTER,
7 a California Corporation ("IRA"), RANDY SCIANNA ("SCIANNA"), RENE
8 ROCAMORA ("ROCAMORA"), REBECCA OLSEN, WILLIAM L. KREBS and
9 EMPLOYEE BENEFIT SERVICES, INC., a California Corporation, who have and
10 continue to infringe TDS' trademarks and service marks; who have and continue to make
11 misrepresentations in the marketplace that are damaging to TDS' reputation, and its existing
12 and prospective economic advantage; and who have and continue to interfere with TDS'
13 customer relationships and otherwise to compete unfairly and unlawfully with TDS, and
14 with the assistance of Defendants GINA DUREYA ("DUREYA"), PENSION PLANNERS
15 SECURITIES, INC., a California Corporation ("PPSI"), ANTHONY TARANTINO
16 ("TARANTINO"), JOHN BRACKETT, ERIC A. HUCK and BAR FINANCIAL, LLC, a
17 California Limited Liability Company ("BAR") as co-conspirators with the goal of putting
18 TDS out of business. If immediate relief is not granted by this court, TDS faces the loss of
19 much, if not all, of the business it has spent decades building up and maintaining.
20 3. TDS therefore seeks a Temporary Restraining Order, preliminary and,
21 ultimately, permanent injunction:
22 (a) enjoining all Defendants from misrepresenting that they, or
23 any of them, are authorized by, related to, affiliated with, or otherwise associated
24 with TDS;
25 (b) enjoining all Defendants from retaining and/or using
26 "TDS", "TAX DEFERRED SERVICES", "THE TDS GROUP, INC." and/or any
27 other trademark or service mark that is confusingly similar to a trademark or

1 (c) enjoining all Defendants from 1) misrepresentation and
2 disparagement of TDS' financial condition and purported regulatory problems and
3 2) unfairly soliciting TDS' existing representatives, and 3) from interfering with TDS'
4 contracts with and selling to TDS' existing customers the financial services provided by
5 TDS.
6 4. Plaintiff TDS also seeks an accounting of the commissions from
7 wrongful sales and/or diverted (illegal churning of accounts) sales of financial services by
8 Defendants; damages according to proof; and restitution of all monies unlawfully gained by
9 Defendants due to the conduct alleged herein.
10 Background
11 5. Beginning in or about 1979, TDS has been a Plan Administrator, as that
12 term was commonly known, which provides administrative services to non-profit Public
13 Schools, County Offices of Education and/or Community Colleges throughout the United States
14 (hereinafter "School Districts"). Typically, members of these groups are school employees who
15 are eligible to create certain defined contribution retirement plans, commonly known as Internal
16 Revenue Code Section 457 or 403(b) Plans. These Plans allow school employees to save money
17 from their earnings and to purchase certain financial products from life insurance companies
18 and mutual funds. The services that TDS provides as a Plan Administrator include, among
19 other things, being the Compliance Administrator for the various defined contribution plans,
20 which plans require compliance with federal and state tax regulations, and being the common
21 remitter (i.e., monthly gross payments from the schools are allocated and paid to each vendor
22 that has established a financial product for an individual teacher). By virtue of these contracts,
23 TDS has become the financial advisor to the school employees and end participants. In addition
24 to the Plan Administrator Services, these contracts provide that TDS shall be the exclusive plan
25 provider for 457 accounts. Over time TDS has developed a reputation as a trustworthy source
26 of information and a reliable endorsement of other companies that provide financial services.
27 6. Since 1979, Tax Deferred Services, Inc. adopted the trademarks and/or
28 service marks "Tax Deferred Services" and "TDS", which it clearly imprinted on business cards,

1 payroll flyers, logos, stationery, brochures and other marketing materials that were extensively
2 and continuously utilized to promote and provide its services and financial products. On or
3 about July 14, 2006,1 caused THE IDS GROUP, INC. to be formed (hereinafter "THE TDS
4 GROUP"), which became the successor in all rights and interest to TAX DEFERRED
5 SERVICES, INC. and which adopted the trademark and/or service mark "THE TDS GROUP,
6 INC." which it clearly imprinted on business cards, payroll fliers, logos, stationery, brochures
7 and other certain marketing materials that were used to provide its services and financial
8 products. We have extensively and continuously used THE TDS GROUP trademark and service
9 mark in the marketing and sale of services and financial products since July 14, 2006 and has
10 continued to use the trademarks and service marks TAX DEFERRED SERVICES, INC. and
11 TDS, as well.
12 7. TDS has extensively advertised and promoted the trademarks and service
13 marks "TAX DEFERRED SERVICES", "TDS" and "THE TDS GROUP" nationally to Public
14 Schools, County Offices of Education and/or Community Colleges and teachers through the
15 United States, through various methods of advertisements. As a result of these activities the
16 public, including non-profits, School Districts, County Offices of Education and/or Community
17 Colleges and teachers through the United States, has come to know of TDS and recognize these
18 trademarks and service marks as being associated exclusively with TDS. TDS trademarks and
19 service marks are an asset of inestimable value to TDS, representing and embodying its goodwill
20 and favorable reputation.
21 8. In order to provide Plan Administrator services to the various School
22 Districts, County Offices of Education and Community Colleges, TDS entered into agreements
23 with certain entities and individuals to act as representatives of TDS and licensed the use of its
25 9. In addition to providing the Plan Administrator services, Loy Douglas
26 Holt and I, the principals of TDS, were also licensed to sell financial products including life
27 insurance and securities and in that capacity developed a network of licensed representatives to
28 sell certain financial service products to school employees that included, among other things, life

1 insurance and annuities. In order to facilitate providing these services, TDS entered into an
2 arrangement with a Broker/Dealer who was positioned over the entire network of TDS licensed
3 representatives. The Broker/Dealer would receive commissions from the various life insurance
4 companies and mutual funds and pay TDS and the respective TDS representatives their shares of
5 commission realized from any sale of financial products. To assist the Broker/Dealer in
6 administration of the financial products being purchased and the payment of the fees associated
7 with them, the Broker/Dealer appointed me as one of the principals of TDS as the Office
8 Supervisor Jurisdiction ("OSJ") who supervised all the Broker/Dealer representatives and the
9 quality of the financial products sold under the Broker/Dealer, which enabled me to earn a
10 greater portion of the commission revenue generated.
11 10. Over the past 30 years that TDS has been in business we have controlled
12 the change of Broker/Dealers for our network on several occasions, always able to transfer its
13 Book of Business to the new Broker/Dealers and I as a principal of TDS always remained the
14 OSJ.
15 11. On or about September 2002, TDS changed its Broker/Dealer to defendant
16 PPSI which was owned by defendant DUREYA. At that time as usual, I as a principal of TDS
17 was the OSJ to assist her in administration. And further, PPSI approved the TDS activity as the
18 Plan Administrator when adopting Mr. Holts' and myself as licensed agents along with the
19 network of licensed representatives that were loyal to TDS and would operate under the PPSI
20 Broker/Dealer license.
21 12. On or about August 30, 2002, TDS ("Franchisor") and Defendants,
22 SCIANNA, ROCAMORA and IRA ("Franchisee") entered into a Franchise Agreement to assist
23 TDS in marketing and providing its Plan Administrator services and expanding its network. A
24 true and correct copy of the Franchise Agreement is attached hereto as Exhibit "A." A similar
25 agreement was entered into with defendant Krebs and TDS.
26 13. From on or about August 30, 2002 up through September, 2008 the
27 defendants IRA and KREBS operated under the terms and conditions of the Franchise
28 Agreement without incident.

1 14. As set forth in Mr. Holt's Declaration, after Ms. Dureya sold her
2 broker/dealer to BAR, the TDS Plan Administration business that I started over 30 years ago
3 became somehow unacceptable even despite operating with Ms. Dureya for the previous six (6)
4 years. About September 2008, upon the completed acquisition of defendant PPSI by defendant
5 BAR Financial, I was notified by defendant DUREYA, as an officer of BAR, that FNIC rejected
6 the Plan Administrator services by TDS and that a business affiliate of FNIC, through its parent
7 ING, specifically "ING Plan With Ease," would be taking over the Plan Administrator services
8 for all of the TDS clients. The intended outcome of this change was to eliminate TDS as a
9 competitor to the defendants by putting them out of business. As I stated above, TDS developed
10 a reputation within the School Districts, that it was a trustworthy source of information and a
11 reliable endorsement of other companies that provide financial services. However, since the sale
12 and subsequent actions taken by defendants, TDS' reputation and mine have been under
13 relentless attacks of accusations that the company has financial troubles, that common remitter
14 checks to vendors were being returned NSF, and that I am being audited by the SEC, all of which
15 are false and untrue.
16 15. I am aware of the various incidents stated in Mr. Holts' declaration which
17 describe the coordinated efforts to ruin TDS' business and prior to stepping down as CEO,
18 received the following information:
19 On or about May 7, 2009,1 spoke with Dianne Johnson, a TDS representative in
20 Tennessee, who reported she was contacted by Defendants TARANTINO and BAR and told that
21 "TDS would be going out of business in 60 to 90 days." She asked how that was possible and
22 defendant TARANTINO stated that many of the TDS representatives were going to leave TDS
23 and transfer TDS' School District clients to a new 403(b) Plan Administrator, which would result
24 in TDS losing its commissions paid to me, and they would not be able to stay in business when
25 this income stopped. Defendant TARANTINO further advised that he was sponsoring a meeting
26 through BAR Financial to facilitate this outcome in San Francisco and asked her to attend.
27
28

1 I declare under penalty of perjury under the laws of the State of California that the
2 foregoing is true and correct. Executed this 17th day of August, 2009, att
3 California.
4
' ÂLONZO WICKERS
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25.
26
27
28
EXHIBIT A
, 17 !
FRANCHISE AGREEMENT
THIS AGREEMENT is signed on "lQ ' - « 2003 between

TAX DEFERRED SERVICES, INC., a ^1,'Miâ corporation, and
COMPLIANCE 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 the
service mark TAX DEFERRED SERVICES," as may be designated now
or later by the Franchisor (the "Proprietary Marks").
i
B. The Franchisor grants a license to use the Proprietary Marks, and financial
planning services operating under the name TAX DEFERRED SERVICES
('TDS").
• .teivt
C. The Franchisee desires to acquire from the Franchisor and the Franchisor
desires 10 grant to the Franchises a license to use the Proprietary Marks
and any financial materials at a specified Ideation within a designated •
geographical area, subject to and in accordance with I the terms Of this
Agreement (the TDS Franchise").
The parties agree as follows; i
1. GRANT OF LOCATION
1.1 The Franchisor grants to tha Franchisee, upon the terms contained
In this Agreement, the right, and the Franchisee undertakes the obligation, to
establish 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 relocate
the TDS Franchise without the written approval of the Franchisor, which approval
may not be unreasonably withheld or delayed.
1.3 The Franchisor agrees that it will not grant anolher TDS Franchise
or establish for itself a company-owned TDS Franchise within the following
specified area:
Within Santa Clara County

; 1/2006. 17:28 FAX
1^1003/015
(iha "Designated Territory"), Provided, however, that the Franchises meet the
specified sales goals stated In Section 5; and further provided, that the
Franchisor, as well as the Franchisor's Affiliates reserve expressly the right to
conduct In Ks or their sole discretion any promotional function or activity within or
outside of the' Designated Territory, including, but not limited to," luncheon
meetings, sending mailers and other types of promotions. In addition, the
Franchisor reserves the right to offer and self any financial products bearing the
Proprietary Marks to persons or entitles of the Franchisor's own choosing, within
the Designated Territory. Further definition of "Designated Territory" would be
any school district thatTDS chooses outside of the Santa Clara County area that
TDS requires the Franchisee to provide trained representatives foi" purposes of
serving that school district. Any sales or accounts that have been opened
electronically (via the Web) would be considered the FranoisWs rtgW of
territorial domain and be commissioned and considered revenue to be received
by the Franchisee.
2. DUTIES OF THE FRANCHISES
2,1 During this Agreement, the Franchisee will restrict his or her
activities 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 licenses
and permits for the establishment and operation of the TDS Franchise and
maintain these licenses and permits in full force and effect throughout this
Agreement The Franchisee will operate the TDS Franchise in
compliance wilh all applicable local, state and federal! statutes, rules,
ordinances and regulations and will take prompt and immediate action to
correct any violation stated in any notice issued by any governmental or
municipal authority with respect to the establishment and/or operation of
the TDS Franchise. The Franchisee will comply with all governmental
orders or decrees Issued by any federal, state or local agency wilh respect
to the TDS Franchise.
2.3 The Franchisee must employ a sufficient nUmber of qualified
representatives and other personnel to successfully and Efficiently operate
the TOS Franchise including the following:
2.3.1 The Franchisee agrees to maintain; and assure that
his or her employees maintain the highest qualify standards of
professionalism and integrity in the operation of the TD3 Franchise.
2.3.2 The Franchisee agrees to conduct ongoing training
classes for its representatives.
09/28/2004 TUB 1 :10 {TI/M X ©085

11/21/20.00. 17;28
2,3.3 The Franchisee agrees to screen carefully

prospective trainees and staff applicants before employment and to
employ only those who have good moral character, experience and
training.
2.4 The interior and exterior d6cor of the TDS Franchise, as well
as the Location, must be tasteful, In accordance with local community
standards and with due regard at ail times to the preservation of the
dignity and quality associated with the Proprietary Marks. Tne Franchisee
will maintain the TDS Franchise premises in the highest degree of
cleanliness, attractiveness, orderliness, sanitation and repair, and will
make ail additions, alterations, repairs and replacements to the premises
as may be required for that purpose including the periodic repainting or
replacement of obsolete signs, furnishings, equipment and de"cor as the
Franchisor may reasonably direct,
2.5 The Franchisee will operate the TDS Franchise and ail
activities in conformity with the standards, operating procedures and
policies stated by the Franchisor, and as- the Franchisor-may otherwise
reasonably prescribe in writing.
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.
2.7 The Franchisee will permit the Franchisor ajhd Its agents or
designated representatives to enter the TDS Franchise, without prior
notice, during normal, business hours for the purpose of conducting
inspections; will cooperate fully with the Franchisor's agents or
representatives in these inspections by rendering the assistance as they
may reasonably request Upon written notice from the Franchisor, or its
agents or representatives, and without limiting tne Franchisor's other
rights under this Agreement, the Franchisee will take all-'steps as may be
necessary to correct any deficiencies detected during these Inspections
Including immediately desisting from any action in violation of the
requirements Imposed upon the Franchisee by this Agreement
3. OBLIGATIONS OF THE FRANCHISOR

3.1 The Franchisor or its designated representatives will, upon
reasonable request, consult with and advise the Franchisee by mall or by
telephone with respect to matters pertaining to the servicing of public or
private schools.
09/28/2004 TUB 1*10 tTO/R.1 NO

••U./21/iumj 17.'28
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^ the
Franchisee'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 all
business revenue received from electronic transactions (via the Web)
within the Designated Territory of this Franchise from the date of this
Agreement
4.3 if any fee or other amount due undar this Agreement is not
paid within ten (10) days after the payment issue, the Franchisee will pay
a service charge equal to the lesser of the daity equivalent of 18% per
year, or the highest -rate then permitted by applicable law, fdr each day the
amount is past dua. If it Is necessary for the Franchisor to employ an
attorney to collect any amount dua from the Franchises under this
Agreement, the Franchisee agrees to pay all costs of collectlorv, including
a reasonable attorney's fee.
5, RIGHTS TO TERRITORIAL PROTECTION
5.1 i The Franchisee's rights to the Desjflnatgrf Tftfrfo'y am

_gxpres3ly conditioned upon the Nartftftisea'^^levlngjêrtainannuat
juoiaT"or minimum Gross jggvenues In connection with 'the I' PS
Franchise as Follows; " •- '•
See Exhibit A attached hereto
5.2 if the Franchisee fails to meet the specified goals stated in

Section 5,1 for any periods, all of the Franchisee's rights In and
to territorial protection In the Designated Territory permanently cease and
the Franchisor may, in its sole discretion, franchise other TDS Franchises
or operate a TDS Franchise within the Designated Territory. However, all
renewal and trailer commissions earned by the Franchisee prior to
termination of this Agreement would continue as long as the business
stays on the books. All other remaining terms of this Agreement .continue.
09/28/2004 IDE 12UO

11/21/20.06. 17:28 PAX
1^1006/015
6. INSURANCE
6.1 The Franchisee agrees to obtain before the opening of the

Franchise, and maintain In fulf fores and effect during this Agreement.
Errors and Omissions insurance for any producer representing the
Franchisee, • ' "! ' : " H "' ; ••••'••'"- •-»--"•"
8.2 These policies must include, at a minimum (except as
additional coverages and higher policy limits are reasonably specified for
all franchisees by the Franchisor In writing) the following;
!
6.2.1 Errors & Omission Insurance to be kept at levefe to satisfy
Broker Dealer requirements,
8.2.2 Franchisee agrees to obtain before opening of the
Franchise, and maintain in full force and effect during this
Agreement, general liability Insurance naming TDS as additional
insured (minimum coverage to be specified by TDS).'
7, ADVERTISING AND BUSINESS PROMOTION

7.1 All advertising- and business promotion conducted by the
Franchisee In any medium (Including print, video or audio) must be
Conducted in a tasteful and dignified manner and must bs conducted
consistent with the dignity and integrity of the Proprietary Marks, In
accordance v/ith good business practices. The Franchisor may, In its sole
discretion, object to and have the right (o terminate the Franchisee's use
of the Proprietary Marks,.. ;
7.2 The Franchisee will display the Proprietary Marks in the

manner prescribed by the Franchisor In-hla or her acf(vRies and on all
stationery, business cards, operational forms and printed signs and all
other advertising and promotion materials used In connection with the
TDS Franchise. All displays of the Proprietary Marks, Including all Interior
and exterior signs, must clearly state and identify the'Franchisee as a
TDS Franchise," In the specific form required by the Franchisor.
7.3 The Franchisee will submit to the Franchisor for approval
samples of all advertising and promotional plans and f materials and ail
other materials and all other materials displaying- the Proprietary Marks
that the Franchisee desires to use and lhat have not been prepared or
previously approved by the Franchisor, The Franchisor has the tfght to
disapprove the plans and materials for failure to be consistent with the
goodwill associated with the Proprietary Marks, upon notice in writing to
90/28/2004
™ "»« TO/tt NO 8487]
li/21/2000. 17:28
10007/015
the Franchisee within thirty (30) days from the date o\ ,«2cefpt by the
Franchisor 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 this
Agreement, to any person or legal entity.
8.2 This TDS Franchise Is personal to the Franchisee, The
Franchisee will not sell, assign, transfer or convey the following without
the 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 otherwise
segregated and sold or transferred by the Franchisee, The Franchisor will
not, however, unreasonably withhold "or delay its consent jto a transfer of
the TDS Franchise or any ownership Interests in the Franchisee, provided
that all of the following-conditions are met before the time of the proposed
transfer: J
'*** * .
8.3-1 All of the Franchisee's accrued monetary obligations
to 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 monetary
obligations or other outstanding obligations 'due from the
Franchisee;
8.3.3 if permitted by applicable law, the Franchisee must
sign a general release under seal, In a form satisfactory to the
Franchisor, 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 arising
under federal, state and local laws, rules and ordinances;
09/28/2004 TUE 12:10 [W/RX N0 8487] @009

17;28 KAi
$008/015
8.3.4 The transferee must demonstrate to t „' Franchisor's

satisfaction 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 be
evidenced by prior related business experience or otherwise; has
adequate financial resources and capital to own and operate the
TDS Franchise and has no material, prior unresolved problems
related to financial planning services, The Franchisee will provide
the Franchisor with any information that the Franchisor may
reasonably require to make Its determination concerning each
proposed transfer.
8.3.5 The transferee must sign (and/or, upon the
Franchisor's request, cause all interested parties, to sign) the
Franchisor's then-current standard form franchise agreement and
other ancJHary agreements as the .franchisor may require; and
8.3.6 The Franchisor must receive folly signed copies of all
documents in connection with the proposed transfer including a
completed standard franchise application form, together with ail
required supporting documentation. The failure!to submit the
information required in the Franchisor's then-current standard'
application farm, including all required supporting'documentation, is
reasonable grounds for rejection of the proposed transfer.
8.4 Any purported assignment, transfer, conveyance or
encumbrance of Hie TDS Franchise, any right or Interest created In this
Agreement, or of any ownership interest in the Franchisee, without.the
written consent of the Franchisor, Is null and void,land results In
termination of this Agreement, as stated In Article 9.
8.5 The Franchisors consent to a transfer of any interest
granted In this Agreement does not constitute a waiver of any claims the
Franchisor may have against the transferring party, nor Deemed a waiver
of the Franchisor's rights to demand exact compliance' with any of the
terms of this Agreement by the transferee.
8.6 It is agreed that. since^Franchisee haa been an integral part
of bringing this Franchise.. tojfjaittton. uporLany sals oftTDS. Franchisee
shall have the option of being a part of the sale: tha value to 1ba negotiated
between TDS and the Franchisee known as The IRA Center '.
9, DEFAULT AND TERMINATION
Franchisee will ba deemed to be in default under this Agreement, and this
09/28/2004 TUB
Agreement and ail rights granted In this Agreement wii. automatically
terminals without opportunity to cure and without notice by the Franchisor
to the Franchisee, if the Franchisee files any petition in1 bankruptcy,
voluntary or involuntary.
i
9,2 Except as otherwise provided by applicable law, the
Franchisee will be deemed in default under Ihis Agreement and tha
Franchisor may, at its option, terminate this Agreement gnd all rights
granted in this Agreement without affording the Franchisee any
opportunity to cura 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-JUnited States
mails, 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 the
Franchisor's reasonable opinion, the Franchisee cannot fulfill his or
her obligations to TDS client or to tile Franchisor, as provided in
this Agreement;
9.2.2 The Franchisee makes an assignment'for the benefit
of his or her creditors;
9.2.3 The Franchisee admits in writing his or her Inability to
pay his or her debts generally as they become due;
g.2.4 The Franchisee suffers temporary or permanently
appointed receivership;
9.2.5 -The Franchisee is. convicted of a felony or any other
crime or offense, including any violation of SEC rules, that Is
reasonably likely, in the sole opinion of the Franchisor, to adversely
affect the Franchisor, the Proprietary Marks, or the goodwill
associated with the Proprietary Marks;
9.2.6 The Franchisee attempts to, or purports lo, transfer
any rights, or obligations under this Agreement, or otherwise, to any
third party, contrary to the terms of Article 8;
9.2.7 Ths Franchisee falls to comply with the 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.
00/28/2004
il/31/zubo, 17 m
j
•aoio/015
9.3 Except as stated In Sections 9.1 and 9.2, ^ il except as

otherwise provided by applicable law, the Franchisee has ap days after
receipt from the Franchisor of a written notice of default within which to
remedy a default of any of the terms of this Agreement, as stated In the
written notice of default, and provide written evidence off cure to the
satisfaction of the Franchisor. If the notice of default Is deposited by the
Franchisor in United States malla, certified mail, then receipt will be
presumed 5 days after mailing by the Franchisor. If any default Is not
cured within the 80 day period (or longer period as applicable law may.
otherwise require), the Franchisor may, at its option, terminate (his
Agreement and all rights granted in this Agreement without affording the
Franchisee any further opportunity to cure the default, with termination to
be effective immediately upon the depositing -of the notice of termination
by the Franchisor in the United States Mail, certified mail.
10. OBLIGATIONS UPON TERMINATION
Upon the termination of this Agreement by either the Franchisee or the
Franchisor, by operation4 of law, the Franchisee's obligations are as follows:
10.1 The- Franchisee will immediately cease to operate the TDS
Franchise and Is prohibited thereafter from either directly or indirectly
representing himself or herself to the public, or to any person, that he or
she is a presenter former TDS Franchisee,
10.2 The Franchisee will Immediately and permanently cease to
use, by advertising or any other manner, the trademarks, trade names,
service marks, signs, structures and other forms of advertising and Indicia
as a TDS Franchisee, including all materials and articles displaying the
Proprietary Marks and agrees to turn over all discs, systerris, trade secrets
and any other materials provided by TDS without duplication or copying,
10.3 The Franchisee must take all action as may be required to
cancel all assumed names or equivalent fictitious name registrations
relating to use of the Proprietary Marks and any other related marks in
connection 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 cause
confusion, mistake or deception, or to dilute the Franchisor's exclusive
rights In and to tha Proprietary Marks, nor utilize any designation of origin
or description or representation falsely suggesting or-'representing an
association or connection with the Franchisor which constitutes unfair
competition, in any business which ft may thereafter engage.
03/23/2004 V» », t O TO/RI NO 8487J @012

17:29
10.5 The Franchisee will promptly pay all sums! owing to the
Franchisor. The Franchisee will also pay all damages, costs and
expenses^ Including reasonable attorney's fees incurred byl-the Franchisor
as a result of a default by the Franchisee which resulted fn termination of
this Agreement, Including all fees and costs in obtaining Injpnctlve or other
relief for the enforcement of the Franchisee's obligations In Jhls Article,
11. COVENANTS
11.1 The Franchisee agrees that during the term of this

Agreement, except as otherwise approved In writing by: the Franchisor,
which approval will not be unreasonably withheld or delayed, the
Franchisee wJU personally devote his or her full time, energy and best
efforts to the management and operation of the TDS Franchise,
11.2 Ths 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 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, any
other act injurious or prejudicial to the goodwill associated with the I
Proprietary Marks; J
11, 2,2 Employ or seek to employ any person, who Is at that
time currently employed by any other TDS Franchise or had been
employed by any other TDS Franchise in the pi-evloua ninety (90)
days, or dlre'ctly or Indirectly, Induce that person to leave hte or her
employment, without the written consent of the cyrrent or previous
employer of the
11. 2.3 Own, maintain, engage in or haveiany interest In any
business specializing, In whole fcr In part, financial planning
services, other than as a TDS Franchisee,
12. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

12.1 It is agreed by the parties that this Agreement does not
oreate a fiduciary relationship between or among them'. The Franchisee is
an independent contractor, Nothing in thfe Agreement Is Intended to
constitute or construe the Franchises as an agent, legal representative,
10
09/28/2004 TO 12UO [TJ/K MO 848TJ

•3012/015
subsidiary, joint venture, partner, affiliate, employee 01 Servant Of the

Franchisor for any purpose.
12.2 It is agreed that nothing In this Agreement authorizes the
Franchisee to make any contract, agreement, warranty or representation
on the Franchisor's behalf, or to Inour any debt or other obligation in the
Franchisor's name* The Franchisor will not assume liability for, or be
deemed liable under this Agreement, as a result of any action, or by
reason of any act or omission of the Franchisee, his or her employees or
agent, fn hls-or her conduct of the TDS Franchise,
12.3 The Franchisee indemnifies the Franchisor, its parent
company and its affiliates, as well as their respective officers, employees,
partners, directors and shareholders (for purposes of this Section only, all
are (collectively, the "Company") and holds the Company, and each of
them, harmless from, against, for and In .respect of any damages, losses,
obligations, liabilities, claims, deficiencies, costs and expenses, including
reasonable attorney's lees and other costs and expenses. Incident to any
suit, action, investigation, claim or proceeding {collectively, the
"Company's Losses") suffered, sustained, incurred or required ta be paid
by 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 TDS
Franchise;
(b) The TDS Franchise;
(c) Any suit, action, claim or proceeding brought by any
parson or entity within the Designated Territory during the term, and
renewals wfth respect to the TDS Franchise irrespective of when
the claim arose;
(d) Any failure by the Franchisee to obseive or perform
his or her covenants and agreements stated In this Agreement; or
(e) Any injury to, or loss of property oft any clients of the
TDS Franchise,
Alf of the Company's Losses must be satisfied by cash payments from the
Franchisee to the Company. The Franchisee will, fn writing, nbtify the Franchisor
immediately as to any suit, action, Investigation, claim of proceeding for which
indemnification might be claimed by the Company, of any of them, Upon receipt
of any notice of suit, action, Investigation, claim or proceeding for which
indemnification might be claimed by the Company, or any of them, the Company
11
09/28/2004 TUB 848r]

17:30
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. The
Franchisee has the right to select hjs or her own counsel; provided, that
attorney's fees and costs for this counsel are paid by the Franchisee, the
Company is entitled to control the defense or prosecution of the iftlgation, unless
the Company has consented in writing to -allow the Franchisee to control the
litigation.
13. NOTICES
t
Any notices required or permitted under this Agreement must be jn writing

and be personally delivered or mailed by certified or registered mail, return
receipt requested, to. the respective parties at the following addresses unless and
until 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 of
The IRA Center, inc.
14388 Union Avenue
San Jose, CA 95124
14. ENTIRE AGREEMENT
This Agreement and the documents .referred to irl this Agreement
constitute the entire, full and complete agreement between trje Franchisor and
the Franchisee concerning the subject matter of this Agreement, atvUupersede
all prior agreements. No other representations have been made by the
Franchisor or its agents to induce the Franchisee to sign this Agreement No
amendment, change or variance from this Agreement is binding on either party
unless mutually agreed to in writing by the parties and signed by thaJr authorized
officers or agents In writing.
TAX DEFERRED SERVICES, INC.
09/28/2004 iwfi Az:lo fTT/ov m

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THE TDS GROUP, INC., a California ) CASE NO.

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

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

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

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

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

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

17 located at 14388 Union Avenue, San Jose, California.

22 IRA and thereafter became its Chief Operating Officer.

24 mentioned, defendant OLSEN was an officer of IRA.

2 Vice President/Managing Director of District Relations for BBS

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

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

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

4 and/or consent of the remaining co-defendants.

5 II. NATURE OF THE ACTION

6 15. This is an action by plaintiff IDS against defendants IRA, SCIANN A,

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

15 THEM TO USE THE TDS PROPRIETARY MARKS

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

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

5 (the "IDS Franchise")-"

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

12 by TDS Products and Services Approval Committee."

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

17 "8. CONDITIONS OF TRANSFER OR SALE OF INTEREST

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

23 "9. DEFAULT AND TERMINATION

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

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

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

6 the terms of Article 8;

7 9.2.7 The Franchisee fails to comply with covenants stated in

9 9.2.8 The Franchisee fails to pay 10% of the Franchisee's gross

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

11 Article 11 Covenants provides:

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

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

16 11.2.1 Divert or attempt to divert any business or customer

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

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

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

25 INTERFERENCE WITH TDS' BUSINESS RELATIONSHIPS BY DRIVING A

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

12 VI. SMEAR CAMPAIGN

20 which were not authorized by TDS as follows:

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

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

24 she would find them a new Plan Administrator.

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

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

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,

10 exclusive solicitation rights for employees' 457 plans;

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