Assignment and Assumption of Settlement Agreement by Acorn Capital Group, LLC to Asset Based Resource Group, LLC

Summary

Acorn Capital Group, LLC has assigned all of its rights and obligations under a Settlement Agreement dated May 19, 2009, to Asset Based Resource Group, LLC, effective June 1, 2009. After this date, Acorn is no longer a party to the Settlement Agreement, and Asset Based Resource Group, LLC assumes all related responsibilities. The assignment was approved by the majority noteholders, including Stewardship Credit Arbitrage Fund Ltd. and Livingston Acres, LLC. Notices under the Settlement Agreement should now be directed to Asset Based Resource Group, LLC.

EX-10.12.1 8 w78831a1exv10w12w1.htm EX-10.12.1 exv10w12w1

Exhibit 10.12.1

June 10, 2009

VIA FEDEX AND FACSIMILE

Sovereign Life Financing, LLC
701 Park of Commerce Boulevard, Suite 301
Boca Raton, FL 33487
Attention: Mr. Jonathan Neuman
Facsimile: 561 ###-###-####

Imperial Finance, LLC
701 Park of Commerce Boulevard, Suite 301
Boca Raton, FL 33487
Attention: Mr. Jonathan Newnan
Facsimile: 561 ###-###-####

Re: Settlement Agreement, dated May 19. 2009 (the “Settlement Agreement”) among Acorn Capital Group. LLC (“Acorn”), Sovereign Life Financing, LLC and Imperial Premium Finance, LLC

Dear Jonathan:

Please See the enclosed Assignment, dated June 1, 2009, pursuant to which Acorn assigned all of its rights and obligations under the Settlement Agreement accruing on or after June 1, 2009 to Asset Based Resource Group, LLC (“ABRG”) and ABRG assumed all of Acorn’s rights and obligations thereto accruing on or after June 1,2009, which Assignment has been acknowledged and approved by the Majority Noteholders (as defined in the Settlement Agreement).

Following the effectiveness of the Assignment, Acorn no longer has any rights and obligations under the Settlement Agreement and hereby directs that any notices under the Settlement Agreement required to be provided to Acorn shall instead be provided to ABRG at the following address:

Asset Based Resource Group, LLC
Attention: Mark Sullivan
1177 High Ridge Road
Stamford, Connecticut 06905
Tel: 203 ###-###-####
Fax: 203321 1273


Very truly yours, ACORN CAPITAL GROUP, LLC
By:	/s/ Marlon Quan
	Name:	Marlon Quan
	Title:	Managing Member


ASSET BASED RESOURCE GROUP, LLC
By:	/s/ Mark Sullivan
	Name:	Mark Sullivan
	Title:	Member

CC: Jesus E. Cuza
Greenberg Traung, PA
401 East Las Olas Blvd.
Suite 2000
Fort Lauderdale, FL 33301
Facsimile: 954 ###-###-####

encls

Exhibit 10.12.1

ASSIGNMENT

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Acorn Capital Group, LLC, a Delaware limited liability company, (“Acorn”) hereby assigns and transfers to Asset Based Resource Group, LLC, a Connecticut limited liability company (“ABRQ”) all of Acorn’s rights and obligations under the Settlement Agreement, dated May 19, 2009, among Acorn, Sovereign Life Financing, LLC and Imperial Premium Finance, LLC (the “Settlement Agreement”) accruing on or after the date hereof and ABRG hereby accepts such assignment and transfer and hereby assumes all of Acorn’s obligations under the Settlement Agreement accruing on or after the date hereof. Acorn represents and warrants that this Assignment is made pursuant to and in accordance with Section 9.7 of the Settlement Agreement, that Acorn has obtained all requisite consents to enter into this Assignment and that Stewardship Credit Arbitrage Fund Ltd. may rely upon this Assignment. This Assignment shall be effective as of the date hereof.

Dated: June 1, 2009


ACORN CAPITAL GROUP, LLC
By:	/s/ Marlon Quan
	Name:	Marlon Quan
	Title:	Managing Member


ASSET BASED RESOURCE GROUP, LLC
By:	/s/ Mark Sullivan
	Name:	Mark Sullivan
	Title:	Member

Acknowledged and Approved on this _ day of June, 2009


STEWARDSHIP CREDIT ARBITRAGE FUND LTD., as Noteholder
By:	/s/ Peter Mitchell
	Name:	Peter Mitchell
	Title:	Court Appointed Liquidator


LIVINGSTON ACRES, LLC, as Noteholder
By:	/s/ Orlando Figueroa
	Name:	Orlando Figueroa
	Title:	Independent Manager