TDS Compalint

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
5 service mark owned by TDS; and
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
11/21/20.06. 17:28 FAX
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.
9.2 Except as otherwise provided by applicable law, the
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 f^es 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

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1 MICHAEL T. STOLLER, ESQ.

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

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