STIPULATION AND AGREEMENT OF SETTLEMENT Subject to entry of a

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					              STIPULATION AND AGREEMENT OF SETTLEMENT

       Subject to entry of a Final Order and Judgment by the United States District Court

for the Eastern District of New York dismissing CCCC, this Stipulation and Agreement of

Settlement (the “Settlement Agreement”), is entered into as of this 4th day of August,

2006, between and among Andrew Zimmermann, Kelly Zimmermann, Christine Limpert,

Vincent Valle, Queen Smith, Vivian Fonteboa and William Schober, (“Lead Plaintiffs”),

on behalf of themselves and all others similarly situated (collectively the “Settlement

Class,” as defined below), and Cambridge Credit Counseling Corp., its subsidiaries,

successors and assigns, in whole or in part, if any, (collectively “CCCC”), by and through

its respective counsel, upon the following terms and conditions:

       WHEREAS:

       A.      On or about November 3, 2003, Andrew Zimmermann and Kelley

Zimmermann (“Zimmermann Plaintiffs”) commenced an action on behalf of themselves

and a putative class against defendants CCCC, Cambridge/Brighton Budget Planning

Corp., Cambridge Credit Corp., Brighton Credit Corp., Brighton Credit Corp. of

Massachusetts, John Puccio and Richard Puccio. Thereafter, the Zimmermann Plaintiffs

filed an Amended Complaint on or about October 21, 2005 adding defendants Brighton

Debt Management Services, Ltd., Capital One Bank, Capital One Credit Card Services,

Capital One F.S.B., Chase Manhattan Bank U.S.A. N.A., Cypress Advertising and

Promotions, Inc., Debt Relief Clearinghouse, Ltd., First Consumer CMC Corporation, JP

Morgan Chase & Co., Providian Bancorp Services, Providian Bank, Providian Financial

Corporation, Southfork Asset Management Corp. and USAA Federal Savings Bank.

       B.      On or about November 25, 2003, Christine Limpert and Vivian Fonteboa

commenced an action on behalf of themselves and a putative class against defendants
Brighton Credit Corporation, Brighton Credit Corporation of Massachusetts, Brighton

Credit Management Corporation, Cambridge Credit Corporation, Cambridge Credit

Counseling Corporation, Cambridge/Brighton Budget Planning Corporation, Debt Relief

Clearinghouse, Ltd., John Puccio, Richard Puccio and Robert Henle, P.C. Thereafter,

following motion practice and an order of the court, a “First Amended Class Action

Complaint” was filed on or about December 15, 2004 adding plaintiffs Queen Smith and

Vincent Valle and defendants Brighton Debt Management Services, Ltd. and Cypress

Advertising & Promotions Inc. Subsequently, following motion practice and an order of

the court, a “Second Amended Class Action Complaint” was filed on or about October 3,

2005 adding plaintiff William Schober.       The plaintiffs Christine Limpert, Vivian

Fonteboa, Queen Smith, Vincent Valle and William Schober shall be collectively referred

to as “Limpert Plaintiffs.”

       C.      The class action lawsuits commenced by the Zimmermann Plaintiffs and

the Limpert Plaintiffs shall be collectively known as the “Actions”, the action

commenced by the Limpert Plaintiffs shall be known as the “Limpert Action” and the

action commenced by the Zimmermann Plaintiffs shall be known as the “Zimmermann

Action.”

       D.      The Lead Plaintiffs allege that CCCC induced the Class to enter into

contracts for the purchase of Debt Management Plans for the purported purpose of

reducing the debts of the Class, improving their credit rating and providing them with

credit counseling.    These sales were based upon allegedly false and misleading

statements made in promotional materials, including print, audio and video materials, and

in oral communications to the Class. The Lead Plaintiffs allege that Class members were



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charged excessive and unconscionable fees for these services. The Actions assert Class

claims for violations of the Fair Debt Collection Practices Act, the Credit Repair

Organizations Act, the Racketeer Influenced and Corrupt Organizations Act, the

Telemarketing and Consumer Fraud and Abuse Protection Act, violations of the New

York General Business Law §§ 349, 458-a, and the similar statutes of other states, as all

may have been amended, as well as Class claims of false advertising, breach of a

fiduciary duty and unjust enrichment.

        E.       CCCC has denied and continues to deny any and all of the allegations

asserted against it.

        F.       Subsequent to the filing of the Actions, the parties have engaged in

extensive litigation.   In the action involving the Zimmermann Plaintiffs, the “Class

Action Complaint” filed by the Zimmermann Plaintiffs was dismissed by the United

States District Court for the District of Massachusetts, Hon. Michael A. Ponsor

(“Massachusetts Court”), as a result of the Zimmermann Plaintiffs purported inability to

state a claim under the Credit Repair Organizations Act. The Zimmermann Plaintiffs’

appealed this ruling to the First Circuit Court of Appeals, which reversed this

determination.     CCCC and its co-defendants sought an en banc rehearing of this

determination, but that request was denied. Subsequently, the Zimmermann Plaintiffs

filed an Amended Complaint adding numerous additional defendants. Certain of these

additional defendants have moved to dismiss this Amended Complaint. This motion was

fully briefed and ready for oral argument; however the Zimmerman Plaintiffs have

voluntarily discontinued their action against these additional defendants as a result of this

Settlement Agreement.



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        G.        In the action involving the Limpert Plaintiffs, CCCC and its co-defendants

moved to dismiss the “Class Action Complaint” filed by the Limpert Plaintiffs. The

United States District Court for the Eastern District of New York, Hon. Thomas C. Platt

(“New York Court”) granted in part and denied in part this motion, dismissing the

Limpert Plaintiffs’ cause of action under the Fair Debt Collection Practices Act,

dismissing the cause of action for violation of the Credit Repair Organizations Act

against CCCC, and granting the Limpert Plaintiffs’ leave to re-plead their cause of action

under the Racketeer Influenced Corrupt Organizations Act. This opinion was further

clarified    in    a   decision   by   the   New     York    Court   on   a   Motion     for

Rehearing/Reconsideration filed by the Limpert Plaintiffs and opposed by CCCC and its

co-defendants which was granted in part and denied in part. The Limpert Plaintiffs then

filed a “First Amended Class Action Complaint” which CCCC and its co-defendants

moved to dismiss. The New York Court ordered discovery to commence to ascertain the

viability of the Limpert Plaintiffs Claims under the Racketeer Influenced Corrupt

Organizations Act, and granted the Limpert Plaintiffs leave to re-plead these claims.

Discovery commenced with the disclosure of hundreds of thousands of documents, and

the depositions of five (5) employees of CCCC and its co-defendants, which process is

ongoing. However, the Limpert Plaintiffs alleged that CCCC and its co-defendants did

not fully comply with those requests and the Limpert Plaintiffs were granted four

separate motions to compel, with the New York Court awarding sanctions and costs to

the Limpert Plaintiffs’ counsel in the amount of sixty-five thousand dollars ($65,000.00).

The Limpert Plaintiffs have filed a “Second Amended Class Action Complaint” which

CCCC and its co-defendants have moved to dismiss. This motion has been fully briefed

and remains pending before the New York Court. The Limpert Plaintiffs have also filed

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a motion to reinstate their claims under the Credit Repair Organizations Act against

CCCC, which motion has been fully briefed and remains pending before the New York

Court.

         H.    Lead Plaintiffs’ Counsel have conducted a detailed investigation of the

underlying events and transactions alleged in the Actions and of the legal principles

applicable to the claims herein, including the inspection of documents produced by CCCC

and its co-defendants and obtained from other sources and the taking of deposition

testimony, an examination of many audio and video files and numerous electronic

databases, and a thorough review of the legal opinions issued in these Actions to date by

the courts. Such opinions related to dismissal motions and numerous discovery motions by

the parties.

         I.    Lead Plaintiffs’ Counsel have engaged in lengthy, arms-length discussions

and negotiations with the Chief Executive Officer of CCCC, Christopher Viale, regarding

the resolution of these Actions with respect to CCCC and as to the substantive provisions

of this Settlement Agreement, excluding the legal fees and expenses to be awarded to

Class Counsel (as defined below).         Prior counsel of record for CCCC expressly

authorized direct communications by Lead Plaintiffs’ Counsel to Viale and CCCC.

         J.    Class Counsel, the Settlement Class Representatives and CCCC, based

upon their investigations, the legal proceedings herein, and the numerous related judicial

rulings, have agreed to settle the claims upon the terms hereinafter set forth. Class Counsel

have concluded that such terms are fair, reasonable and adequate for the Settlement Class.

CCCC, lead Plaintiffs and their respective counsel believe the Settlement Agreement to

be in the best interest of the parties, including members of the Class after taking into


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account the risks of litigation and the complexity and likely extensive duration of further

pretrial and trial proceedings in this litigation, the financial condition of CCCC, and the

benefits the Settlement Class and other members of the class will obtain as a result of this

Settlement Agreement.

        K.      This Settlement Agreement shall not be construed as any admission on the

part of CCCC. CCCC, based on its investigation, the legal proceedings herein, and the

related judicial rulings, has agreed to settle the claims upon the terms hereunder set forth,

after taking into account the risks of litigation and the complexity and likely extensive

duration of further pretrial and trial proceedings in this litigation.

        L.      Lead Plaintiffs, on behalf of the Settlement Class, and CCCC have agreed

to this Settlement Agreement.

        M.      Lead Plaintiffs are satisfied that they can continue vigorous prosecution

against the remaining defendants without CCCC as a party defendant.

        NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by,

between, and among the Settlement Class and CCCC, through their undersigned counsel

and officer, that all claims against CCCC which have been or could have been made on

behalf of the Settlement Class are hereby settled, compromised, and dismissed on the

merits with prejudice on the terms and conditions specified herein and subject to the

certification of the Settlement Class pursuant to Federal Rule of Civil Procedure

(“Fed.R.Civ.P.”) 23 and approval of the New York Court pursuant to Fed.R.Civ.P. 23(e),

as follows:




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       DEFINITIONS

       1.      The term “Settling Parties” shall refer to CCCC and the Settlement Class.

       2.      The term “Defendants,” “Defendant,” and “Defendants(s)” shall include

one or more of the following defendants alone or in a combination designated by the

respective Action’s referenced pleadings: Brighton Credit Corporation, Brighton Credit

Corporation of Massachusetts, Brighton Credit Management Corporation, Cambridge

Credit Corporation, Cambridge/Brighton Budget Planning Corporation, Debt Relief

Clearinghouse, Ltd., John Puccio, Richard Puccio and Robert Henle, P.C., Brighton Debt

Management Services, Ltd., Cypress Advertising & Promotions Inc., First Consumer

CMC Corporation, First Consumer Credit Management Corporation, and Southfork Asset

Management Corp.

       3.      The term “Class” shall mean all individuals who entered into a contract for

a Debt Management Plan with CCCC following the incorporation of CCCC in 1996

through the request for preliminary approval of this Settlement Agreement.

       4.      The term “Settlement Class” shall mean all individuals in the Class except

for those individuals who opt-out of the Class by excluding themselves from operation of

the Settlement Agreement pursuant to its terms.

       5.      The term “Settlement Effective Date” shall mean the date on which each

and every one of the following conditions has been satisfied, unless one or more of such

conditions is waived in writing by CCCC or modified in a writing signed by Lead

Plaintiffs’ Counsel and CCCC, and the Settlement Agreement becomes effective:

                      a.      Execution of this Settlement Agreement;




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                      b.       Entry by the New York Court of a Preliminary Approval

                      Order;

                      c.       Expiration of the period within which Class members must

                      exercise their rights to be excluded from the Settlement Class;

                      d.       Approval by the New York Court of the Settlement

                      Agreement;

                      e.       Entry by the New York Court of the Final Order and

                      Judgment Approving Partial Settlement;

                      f.       The Final Order and Judgment Approving Partial

                      Settlement has become Final (as defined below); and

                      g.       The action brought by the Zimmermann Plaintiffs against

                      CCCC has been dismissed with prejudice against CCCC pursuant

                      to Fed.R.Civ.P. 41(a).

       6.      “Final" shall mean: the Settlement Agreement has been granted final

approval by the New York Court without material modification or condition pursuant to

the Final Order and Judgment Approving Partial Settlement, and (i) if no appeal has been

or could be taken from the Final Order and Judgment Approving Partial Settlement, that

the time to appeal therefrom has expired; or (ii) if any appeal has been taken from the

Final Order and Judgment Approving Partial Settlement, that all appeals therefrom,

including petitions for rehearing or reargument, petitions for rehearing en banc, petitions

for review and petitions for certiorari or any other form of review have been finally

disposed of in a manner that affirms the Final Order and Judgment Approving Partial

Settlement in all respects without any material modification or condition, and that the




                                            -8-
time for any further appeal or review has expired and the action brought by the

Zimmermann Plaintiffs against CCCC has been dismissed with prejudice.

       7.      "Final Order and Judgment Approving Partial Settlement" shall mean the

order issued by the New York Court in the action commenced by the Limpert Plaintiffs

approving the Settlement Agreement and the judgment entered pursuant to that order in

substantially the form attached hereto as Exhibit I.

       8.      “Notice” shall mean the Notice of Partial Settlement of Class Action in

substantially the form attached hereto as Exhibit G, as approved by the New York Court

and provided to individuals in the Class in accordance with Fed.R.Civ.P. 23(e), the New

York Court’s directions, and this Settlement Agreement.

       9.      “Summary Notice” shall mean the Summary Notice of Class Action

Proposed Settlement and Settlement Hearing in substantially the form attached hereto as

Exhibit H and approved by the New York Court.

       10.     “Preliminary Approval Order” means the New York Court’s Order

Certifying Settlement Class and Preliminarily Approving Proposed Partial Settlement in

substantially the form attached hereto as Exhibit F and approved by the New York Court.

       11.     “Proof of Claim” means the claim form in substantially the form attached

hereto as Exhibit B and approved by the New York Court to be submitted by members of

the Settlement Class.

       12.     “Revenue” means all compensation derived by CCCC from any individual

or entity in connection with the sale or administration of a “Debt Management Plan,"

excluding all sums received by CCCC from individual clients for the benefit of those

clients’ creditors. “Debt Management Plan” means the contractual relationship and right

to payment CCCC has with its customers for the services CCCC provides in allowing

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customers to attempt to pay off their unsecured consumer debt by making a consolidated

payment to CCCC for disbursement to the customers’ creditors.

       SETTLEMENT FUND TRUST

       13.     Within five (5) business days after the execution of this Settlement

Agreement, CCCC shall pay to Trustees for the benefit of the Cambridge Qualified

Settlement Fund Trust (as provided in paragraph 19 below) the sum of two hundred

thousand dollars ($200,000.00) to be held in trust in an interest bearing trust account.

This and all other sums deposited into this account, including interest, shall comprise the

“Qualified Settlement Fund Trust” and shall be held in trust and maintained in

accordance with the terms and conditions contained in the Cambridge Qualified

Settlement Fund Trust Agreement, substantially in the form attached hereto as Exhibit A.

       14.     On the first day of every month for the first year following the execution

of this Settlement Agreement, CCCC shall pay into the Qualified Settlement Fund Trust

the sum of twenty-five thousand dollars ($25,000.00) per month, for a total of three

hundred thousand dollars ($300,000.00). The date on which the first payment is made

pursuant to this paragraph shall be designated as the “First Payment Date.”

       15.     On the first day of every month of the second year following the execution

of this Settlement Agreement, CCCC shall pay into the Qualified Settlement Fund Trust

the sum of forty thousand dollars ($40,000.00) per month, for a total of four hundred and

eighty thousand dollars ($480,000.00).

       16.     On the first day of every month of the third year following the execution

of this Settlement Agreement, CCCC shall pay into the Qualified Settlement Fund Trust




                                           -10-
the sum of sixty-five thousand dollars ($65,000.00) per month, for a total of seven

hundred and eighty thousand dollars ($780,000.00).

       17.    a)      On the fifteenth day of the seventh month from the First Payment

Date, CCCC shall pay into the Qualified Settlement Fund Trust fifty percent (50%) of all

Revenues received by CCCC over the six month period following the First Payment Date

greater than six million, three-hundred thousand dollars ($6,300,000.00). For example, if

the First Payment Date is June 1, 2006, the first payment called for under this paragraph

shall be made on December 15, 2006, and shall be based upon the Revenues derived

during the period of June 1, 2006 through November 30, 2006.

              b)      CCCC shall make five additional payments every six (6) months

for the period following the payment called for in paragraph 17(a) of this Settlement

Agreement (based upon the preceding six (6) months Revenues). Such payments shall be

due no later than fifteen (15) days following the completion of the six (6) month period.

On the fifteenth day of the thirteenth month from the First Payment Date, CCCC shall

pay into the Qualified Settlement Fund Trust fifty percent (50%) of all Revenues received

by CCCC over the preceding six months in excess of six million dollars ($6,000,000.00).

For example, if the payment called for in paragraph 17(a) of this Settlement Agreement is

due on December 15, 2006, the payment called for under this paragraph shall be due June

15, 2007, and shall be based upon the Revenues derived during the period of December 1,

2006 through May 31, 2007.

              c)      On the fifteenth day of the nineteenth month from the First

Payment Date, CCCC shall pay into the Qualified Settlement Fund Trust fifty percent

(50%) of all Revenues received by CCCC over the preceding six months in excess of five


                                          -11-
million, eight hundred thousand dollars ($5,800,000.00). For example, if the payment

called for in paragraph 17(a) of this Settlement Agreement is due on December 15, 2006,

the payment called for under this paragraph shall be due December 15, 2007, and shall be

based upon the Revenues derived during the period of June 1, 2007 through November

30, 2007.

              d)     On the fifteenth day of the twenty-fifth month from the First

Payment Date, CCCC shall pay into the Qualified Settlement Fund Trust fifty percent

(50%) of all Revenues received by CCCC over the preceding six months in excess of five

million, seven hundred thousand dollars ($5,700,000.00). For example, if the payment

called for in paragraph 17(a) of this Settlement Agreement is due on December 15, 2006,

the payment called for under this paragraph shall be due June 15, 2008, and shall be

based upon the Revenues derived during the period of December 1, 2007 through May

31, 2008.

              e)     On the fifteenth day of the thirty-first month from the First

Payment Date, CCCC shall pay into the Qualified Settlement Fund Trust fifty percent

(50%) of all Revenues received by CCCC over the preceding six months in excess of five

million, five hundred thousand dollars ($5,500,000.00). For example, if the payment

called for in paragraph 17(a) of this Settlement Agreement is due on December 15, 2006,

the payment called for under this paragraph shall be due December 15, 2008, and shall be

based upon the Revenues derived during the period of June 1, 2008 through November

30, 2008.

              f)     On the fifteenth day of the thirty-seventh month from the First

Payment Date, CCCC shall pay into the Qualified Settlement Fund Trust fifty percent


                                         -12-
(50%) of all Revenues received by CCCC over the preceding six months in excess of five

million, four hundred thousand dollars ($5,400,000.00). For example, if the payment

called for in paragraph 17(a) of this Settlement Agreement is due on December 15, 2006,

the payment called for under this paragraph shall be due June 15, 2009, and shall be

based upon the Revenues derived during the period of December 1, 2008 through May

31, 2009. The sixth payment shall be due on the fifteenth day of the thirty-seventh month

following the First Payment Date.

              g)      In no event, however, shall the total aggregate monies paid by

CCCC to the Qualified Settlement Fund Trust under the terms of paragraph 17 exceed

three million dollars ($3,000,000.00). Once three million dollars ($3,000,000.00) has

been paid into the Qualified Settlement Fund Trust by CCCC, pursuant to the terms of

paragraph 17, the obligation of CCCC pursuant to this paragraph shall have been

satisfied. The obligations of CCCC pursuant to this paragraph shall in no way modify or

limit CCCC’s obligations pursuant to paragraphs 13 through 16 of this Settlement

Agreement.

       18.    All monies received by the trustees or sole Trustee are and shall be held in

trust for the exclusive benefit of the members of the Settlement Class who properly file

proofs of claim, including without limitation, payment of restitution relief, costs of

Notice and the Settlement Administration, incentive fees to Lead Plaintiffs, attorneys’

fees and expenses of Class Counsel and cy pres relief, as approved by the New York

Court. If this Settlement Agreement is terminated pursuant to paragraph 60 below, the

Qualified Settlement Fund Trust Agreement shall also terminate, and the trustees or




                                          -13-
Trustee shall promptly distribute all Qualified Settlement Fund Trust funds to CCCC,

along with any accrued interest, less any expenses incurred.

       19.     Pursuant to the terms of the Cambridge Qualified Settlement Fund Trust

Agreement, upon execution of the Settlement Agreement, CCCC and Class Counsel shall

each designate a single trustee responsible for custody and administration of the Qualified

Settlement Fund Trust, with all disputes to be resolved by the New York Court. Any

payments made from the Settlement Fund prior to the Settlement Effective Date shall

only be made to pay New York Court-approved administrative costs of the Settlement

Agreement, including, but not limited to, bank fees, taxes and the cost of providing of

Notice and Summary Notice to the Class.

       20.     Upon the Settlement Effective Date, G. Oliver Koppell, and his successor

Joseph Tusa (if necessary) shall become the sole trustee of the Qualified Settlement Fund

Trust (“Trustee”) and Thomas Gaspard, the “Temporary Trustee” appointed by CCCC

shall be discharged, and shall turn over to the Trustee any books, records or information

relating to the Qualified Settlement Fund Trust not already in the possession of the

Trustee, have no control over or interest in this fund and have no duties or obligations

subject to any and all disputes being resolved by the New York Court as set forth in the

Cambridge Qualified Settlement Trust Fund Agreement.

SETTLEMENT ADMINISTRATION

       21.     Lead Plaintiffs’ Counsel shall appoint a Settlement Administrator to

provide the Class with Notice and/or Summary Notice of the Settlement Agreement,

respond to inquiries made by notice recipients, review Proofs of Claim (defined below)

submitted by members of the Settlement Class and make payments to members of the


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Settlement Class pursuant to the Settlement Agreement. The costs of the Settlement

Administrator shall be paid from the Qualified Settlement Fund Trust. The New York

Court shall approve the appointment of the Settlement Administrator and its fees in the

Preliminary Approval Order.

         22.   The New York Court shall maintain jurisdiction over the litigation to

control administration of this Settlement Agreement and shall have continuous

jurisdiction, control and supervision of the Settlement Agreement and the Cambridge

Qualified Settlement Fund Trust, and the allocation and distribution of the Qualified

Settlement Fund Trust, by and through the Settlement Administrator until such time as

the Qualified Settlement Fund Trust is fully and finally distributed as more fully set forth

herein in the Cambridge Qualified Fund Trust Agreement and by order of the New York

Court.

         23.   Any legal proceeding to collect any assigned claims or to otherwise

protect the Qualified Settlement Fund Trust, or to enforce or to defend this Settlement

Agreement, may be brought in the New York Court by the Settlement Fund Trust’s

Trustee G. Oliver Koppell or his successor(s), who shall have the power of a federal

trustee or receiver with respect to such proceeding, and the cost of which shall be paid for

by the Qualified Settlement Fund Trust.

DISTRIBUTION OF SETTLEMENT FUND

         24.   The “Net Settlement Fund” shall consist of those monies contained in the

Qualified Settlement Fund Trust, following the completion of all payments due and

owing into the fund by CCCC under paragraphs 13 through 17 of this Settlement

Agreement, less any monies expended for the costs of notice, administrative costs, New


                                           -15-
York Court-approved payments to Lead Plaintiffs, Lead Plaintiffs’ Counsel and Class

Counsel for attorneys fees and expenses. As soon as practicable thereafter, the Trustee

shall determine and report to the Court the amount of the Net Settlement Fund. The date

of filing such report shall be the “Net Settlement Fund Date.”

       25.     As soon as practicable after the Net Settlement Fund Date, but in no event

any earlier than the Settlement Effective Date, any member of the Settlement Class who

has filed a Proof of Claim in the manner indicated in the Notice and/or Summary Notice

(a “Claimant”) shall receive a proportional share of the Net Settlement Fund. The

amount due to each Claimant shall be calculated by multiplying the total amount of the

Net Settlement Fund by a fraction, with the numerator consisting of the fees paid by the

Claimant to CCCC (excluding all sums received by CCCC from individual Debt

Management Plan clients for the benefit of those clients’ creditors) and the denominator

being total fees collected by CCCC from all Claimants. The Settlement Administrator

shall calculate the amounts to be paid to each Claimant and shall be responsible for

making such payments to each Claimant.

       26.     CCCC shall cooperate with the Settlement Administrator to verify the

identity of all individuals in the Class and to provide the Settlement Administrator with

the total amount paid in fees by Claimants to CCCC, and the amounts paid by each

individual Claimant.

       27.     In order to receive payment from the Settlement Fund, all members of the

Settlement Class must submit a Proof of Claim to the Settlement Administrator by the

time and in the manner indicated in the Notice and/or Summary Notice. A copy of the

Proof of Claim is attached hereto as Exhibit B.


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       28.     Within five (5) business days after the Settlement Effective Date, each

Lead Plaintiff shall receive five-thousand dollars ($5,000.00) from the Qualified

Settlement Fund Trust as an incentive award in recognition of their diligent pursuit of the

Actions.

       29.     Any member of the Settlement Class who has not submitted a Proof of

Claim to the Settlement Administrator by the date and in the manner indicated in the

Notice as accepting the terms of the Settlement Agreement shall not be entitled to a

distribution from the Net Settlement Fund and shall be deemed a party to the Release

described in paragraph 44 of this Settlement Agreement.

       30.     In the event any Claimant shall dispute the amount of distribution awarded

to them by the Settlement Administrator under the terms of this agreement, that Claimant

may contact Class Counsel by certified mail return receipt requested. Class Counsel shall

have the right to modify the award based upon the equities of the Claimant’s claim. In

the event the Claimant still disputes the award, the Claimant shall have the right to file a

letter motion requesting a modification of the award with the New York Court. Class

Counsel shall have five (5) days to oppose this request. The determination of the New

York Court shall be final, with no leave to further appeal.

       31.     If any funds distributed by the Settlement Administrator are returned as

undeliverable, reasonable efforts shall be made by the Settlement Administrator with the

assistance of the Settling Parties to locate that Claimant’s current address. In the event

such reasonable efforts do not locate the Claimant, the funds distributed to that Claimant

shall revert to the Net Settlement Fund.




                                            -17-
          32.   If any monies remain in the Net Settlement Fund following the

distribution to all Claimants, and payment of all fees and expenses, the monies shall be

transferred pursuant to cy pres to the National Consumer Law Center in Boston,

Massachusetts.

          SECURITY

          33.   CCCC hereby grants the Settlement Class a security interest in: a) all of

CCCC’s Debt Management Plan’s and the proceeds therefrom; and b) all of CCCC’s

accounts, deposit accounts, accounts receivables, chattel paper, cash and cash proceeds,

choses in action, commercial tort claims, investment property and general intangibles and

the proceeds therefrom. Such security interest shall not include client funds held in trust

for the benefit of said clients’ creditors. Such security interest shall be subordinate to the

security interest previously granted by CCCC to the Massachusetts Attorney General and

to the security interest to be granted to Chicopee Savings Bank in connection with a $1.5

million line of credit for CCCC’s benefit. Chicopee Savings Bank has agreed to exclude

from the scope of its security interest: 1) CCCC’s right, title and interest in any payment,

right to payment, grant, award or other thing of value paid or payable (“Payments”) by

any lender, credit card issuer or other holder of consumer debt for or otherwise in respect

to the efforts or success of CCCC in counseling consumer debtors in the management and

repayment of unsecured debt, which Payments are commonly known or described in the

credit counseling industry as “Fair Share Payments,” together with all proceeds of any

such Payments, howsoever held and wheresoever deposited; and 2) all commercial tort

claims.     CCCC agrees to enter into a security agreement substantially in the form

attached hereto as Exhibit C. In the event CCCC is required to sell, transfer or assign (a



                                            -18-
“Liquidation”) a portfolio of Debt Management Plans under state or federal law (a

“Liquidating Portfolio”), the Settlement Class shall not unreasonably refuse to release

this security interest as it relates to the Liquidating portfolio, provided that the proceeds

of such a transaction are applied as described herein. To determine the proper application

of proceeds, CCCC shall disclose the proportion of income the Liquidating Portfolio

generated compared to CCCC’s gross income during the year preceding the preliminary

approval of this Settlement Agreement, together with all supporting documents and

calculations. To the extent that Liquidation proceeds do not exceed the Liquidating

Portfolio’s proportion of the remaining outstanding balance owed the Settlement Class

under paragraphs 14, 15 and 16 of this Settlement Agreement, at the time of the sale of

the Liquidating Portfolios, CCCC shall deliver all such proceeds to the trustees or to the

Trustee, as the case may be, to pay and advanced pay (pre-pay), if applicable, amounts

due under paragraphs 14, 15 and/or 16 and shall not be subject to paragraph 17. In the

case of advanced payments under paragraphs 14, 15 and/or 16, CCCC shall not be

required to make future periodic payments of interest or principal until the advanced

funds are exhausted. Advanced payments shall not accelerate the due dates of future

payments due under paragraphs 14, 15 and/or 16. Any period of time in which CCCC

does not tender a scheduled payment because said payment has already been advanced

shall not constitute a Suspension Period under paragraph 42. To the extent proceeds of

such sale exceed the entire proportionate outstanding balance attributable to the

Liquidating Portfolio payable under paragraphs 14, 15 and 16, CCCC may retain such

excess and such excess shall be subject to paragraph 17. CCCC will make a good faith

effort to maximize revenue from and ensure proper service for the transferred portfolio,




                                            -19-
including but not limited to requiring the acquiring company to afford the consumer

protections required by this Settlement Agreement.

       34.     To perfect the security interests hereby granted, CCCC hereby authorizes

Lead Plaintiffs, by and through Lead Plaintiffs’ Counsel, to file original financing

statements in the form set forth as Exhibit D to this Settlement Agreement and any

amendments thereof as the Settlement Class deems appropriate.

       35.     CCCC warrants and represents that it has full authority to grant the

security interests defined in this agreement and in the Security Agreement. The security

interest granted by CCCC to the Settlement Class shall terminate upon CCCC’s final

payment to the Qualified Settlement Fund Trust and full satisfaction of CCCC’s

obligations to the Settlement Class.

       ASSIGNMENT

       36.     Pursuant to an Assignment Agreement substantially in the form attached

hereto as Exhibit E, CCCC, as Assignor, shall assign to the Trustees of Qualified

Settlement Fund Trust, for the benefit of the Settlement Class, as Assignee, and said

Settlement Fund Trust being established pursuant to paragraph 13 of this Settlement

Agreement, all rights to enforce any and all claims and causes of action that CCCC has or

may have, whether known or unknown, against defendants John Puccio, Richard Puccio,

Robert Henle, P.C., Cambridge Credit Corporation, Cambridge/Brighton Budget

Planning Corporation, Brighton Credit Management Corporation, Brighton Credit

Corporation, Brighton Credit Corporation of Massachusetts, Brighton Debt Management

Services Ltd., Debt Relief Clearinghouse Ltd., Cypress Advertising & Promotions, Inc.,

and First Consumer Credit Management Corp. (collectively, the "Puccio Affiliated


                                          -20-
Defendants").   CCCC shall constitute and appoint the Assignee to bring suit and

prosecute in a court of law for the enforcement of each and every one of the aforesaid

claims and/or potential claims, or to require the commencement of a lawsuit or other

action for such enforcement. CCCC shall expressly retain and does not assign to the

Assignee, the right to enforce the following claims, either or both of them:             a)

reimbursement of pass-through liabilities through cross-claims or third party claims

against John Puccio based upon CCCC's co-signature or guarantee in favor of John

Puccio executed by John Puccio as President of CCCC for goods or services provided to

Puccio-affiliated companies; b)      any action against any current or former agent of

John Puccio and/or Richard Puccio including, but not limited to, agents, attorneys,

accountants, and/or professionals. The assignment by CCCC of the right to enforce any

and all claims does not require that Assignee seek to enforce such claim in any judicial or

non-judicial forum. In the event any Puccio Affiliated Defendants(s) commences a

lawsuit against CCCC, CCCC shall retain and not assign to the Assignee all claims

against the Puccio Affiliated Defendants(s) for any costs incurred in the defense of that

lawsuit (legal fees or otherwise) and may assert those claims in any form and in any

forum. In the event that any Puccio Affiliated Defendants(s) assert(s) hereafter any legal

defense relating to the certification of the Settlement Class and/or CCCC's dismissal from

pending litigation, CCCC shall further assign to the Assignee, the Settlement Class or the

named plaintiffs, as may be appropriate, all such contractual rights or causes of action

that it may have with respect to any such Puccio Affiliated Defendants(s) that may be

necessary to overcome such defense or to cure any defect so as to permit the Assignee,

the Settlement Class or the named plaintiffs to advance their claims against such

Defendant(s). Any recovery by Trustee as a result of the enforcement of claims against

                                           -21-
the Defendants shall be added to the Qualified Settlement Fund Trust.         Any funds

recovered after the distribution of the Net Settlement Fund, upon petition of Class

Counsel, shall be distributed in a manner as directed by the New York Court. Should

Class Counsel determine that the pendency of additional recovery requires reasonable

delay in the distribution of the Net Settlement Fund pursuant to paragraph 25 of this

Settlement Agreement, Class Counsel shall petition the New York Court for a delay in

the distribution of the Net Settlement Fund.

       INJUNCTIVE RELIEF

       37.     On and after the Settlement Effective Date, CCCC shall cease and desist

from any and all advertising or promotion that promises consumers that participation in

CCCC’s Debt Management Plan will improve consumers’ credit reports, credit histories,

credit record or credit ratings in accordance with the Credit Repair Organizations Act and

other state or federal law.

       38.     On and after the Settlement Effective Date, CCCC shall disclose to all

potential customers (prior to the execution of Debt Management Plan contracts) the

length of time necessary for CCCC to process payments to creditors from the time they

are received by CCCC from the customer. CCCC shall disclose that not all creditors

agree, immediately if ever, to accept the new payment due dates proposed by CCCC.

CCCC shall further disclose that if such payments are tendered to the creditor late, as

determined by the creditor, the customer may incur late fees or penalties from their

creditors.

       39.     Prior to a customer’s initial entry of a contract with CCCC for a Debt

Management Plan, CCCC shall advise customers of the following: a) that from the time


                                           -22-
money is received by CCCC from the customer as part of a Debt Management Plan,

CCCC shall require eight (8) days to make such payment to the customer’s creditors, and

that the customer may incur penalties and late payment fees from their creditors during

this period; b) that customers who are current on their creditor payments need to continue

making payments directly to creditors until fourteen (14) days after their first payment

date to CCCC to avoid late payment fees and penalties; and c) that customers behind on

their payments to creditors will continue to incur late fees on their accounts until such

time as the creditors re-age the account to current status or the customer makes sufficient

payment to make the account current. These disclosures shall be made in writing on the

Debt Management Plan Summary page of the Service Agreement entered into by the

customer and verbally by representatives of CCCC to the customer immediately

following their entry into a Debt Management Plan.

       40.     The Benefits Verification and Analysis Department of CCCC shall

conduct an audit of a customer’s account after the fourth client payment and will use its

best efforts to attempt to insure all benefits offered by CCCC have been applied or are

being applied to the account, including but not limited to re-aging debts, lowering interest

rates, re-setting client payment dates and eliminating credit card penalties. Based on this

audit, CCCC shall effectuate any necessary changes to benefit the customer.

       41.     During the time period CCCC is obligated to make payments to the

Qualified Settlement Fund Trust hereunder, the Settlement Class shall have the right to

investigate CCCC’s compliance with the terms hereof by utilizing the services of an

independent monitor appointed by the Settlement Class and approved by CCCC, which

approval shall not be unreasonably refused (“Monitor”), who shall have the right to



                                           -23-
monitor the financial condition and all business practices of CCCC, including reviewing

monthly statements of income and expenses of CCCC, which shall be provided by CCCC

to the Monitor, and attend CCCC’s board meetings. If for any reason any monitor shall

be unable to serve at any time, the Settlement Class shall have the right to appoint an

independent monitor with the approval of CCCC, which approval shall not be

unreasonably refused.    The cost of any monitor shall be paid from the Qualified

Settlement Fund Trust.

       42.     Upon the request of CCCC, the payments called for under paragraph 17 of

this Settlement Agreement may be suspended once for a period of no longer than six (6)

months consecutively (the “Suspension Period”) if it is independently determined by the

Monitor or any subsequent monitor that CCCC is undergoing a significant financial

hardship, and that the suspension of such payments is in the best interests of CCCC and

the Settlement Class. The Suspension Period may be used only to delay the length of

time in which CCCC shall make payments into the Settlement Fund Trust, but shall in no

way change, alter, or eliminate, CCCC’s obligation to make all payments called for under

paragraph 17 of this Settlement Agreement, or their calculation. The monies owed under

paragraph 17 of this Settlement Agreement shall continue to accrue during the

Suspension Period. In the event such a Suspension Period is invoked by CCCC and

independently determined by the Monitor or subsequent monitor as described above, all

remaining payments that come due and owing under paragraph 17 during or after the

Suspension Period shall be due no later than the duration of the Suspension Period after

their originally scheduled due date as described in paragraph 17.




                                           -24-
       RELEASE

       43.     Upon entry of the Final Order and Judgment Approving Partial Settlement,

the Settlement Class, on behalf of themselves, their agents, attorneys, heirs, executors,

administrators, predecessors, successors and assigns (the "Releasors"), for good and

sufficient consideration, will be deemed to have released and forever discharged any and

all claims, action, causes of action, rights or liabilities which exist against CCCC, its

current employees, current officers, current directors, administrators, heirs, executors,

successors and assigns (excepting John Puccio and Richard Puccio and the non-CCCC

Defendants as stated herein) ("Released Persons"), by reason of any matter, event, cause

or thing whatsoever arising out of, relating to or in any way connected with (a) the

entering into a contract for a debt management plan with CCCC following the

incorporation of CCCC in 1996 until preliminary approval; and (b) any of the facts,

circumstances, transactions, events, occurrences, acts, omissions or failures to act that are

or could have been alleged in the litigation. "Released Claims" is defined to include any

and all such claims, actions, causes of action, rights and liabilities, whether or not such

claim is known, unknown, suspected, unsuspected, contingent, non-contingent,

concealed, hidden, existing, future, based on negligence or intent or malice or other state

of mind or lack thereof, arising under any federal or state or local or foreign or

international law or statute or rule or regulation or ordinance or common law, and

regardless of the nature of such claims, be they individual, representative, class,

derivative, matured, unmatured, direct or indirect. "Released Claims" also includes, but

is not limited to, any and all such claims, actions, causes of action, rights and liabilities

arising under the Fair Debt Collection Practices Act, the Credit Repair Organizations Act,



                                            -25-
the Racketeer Influenced and Corrupt Organizations Act, the Telemarketing and

Consumer Fraud and Abuse Protection Act, violations of the New York General Business

Law §§ 349, 458-a, and the similar statutes of other states, false advertising law, and laws

relating to breach of fiduciary duty and unjust enrichment. Further, "Released Claims" is

defined to include, but is not limited to, any and all such claims, actions, causes of action,

rights and liabilities which a class member does not know or suspect to exist in his favor

at the time of executing the release (provided for in this settlement), which if known by

him may have materially affected this settlement. "Released Claims" is also defined to

include, but is not limited to, any and all such claims, actions, causes of action, rights and

liabilities based on subsequently discovered facts, or on any theory of law or equity now

existing or coming into existence in the future. This release expressly excludes any and

all claims against John Puccio and Richard Puccio for their acts as officers, directors,

shareholders or employees of CCCC. This release will expressly exclude any and all

claims against the non-CCCC Defendants including, but not limited to, Brighton Credit

Corporation,    Brighton       Credit   Corporation    of    Massachusetts,   Brighton    Credit

Management Corporation, Cambridge Credit Corporation, Cambridge/Brighton Budget

Planning Corporation, Debt Relief Clearinghouse, Ltd., John Puccio, Richard Puccio and

Robert Henle, P.C., Brighton Debt Management Services, Ltd., Cypress Advertising &

Promotions Inc., Capital One Bank, Capital One Credit Card Services, Capital One

F.S.B., Chase Manhattan Bank U.S.A. N.A., First Consumer CMC Corporation, First

Consumer Credit Management Corporation, JP Morgan Chase & Co., Providian Bancorp

Services,   Providian    Bank,      Providian    Financial    Corporation,    Southfork   Asset

Management Corp. and USAA Federal Savings Bank and each of their parents,

subsidiaries and affiliates.

                                                -26-
       44.     To the extent permitted by applicable law, in addition to the provisions

above, each member of the Settlement Class hereby expressly waives and releases, upon

this Settlement Agreement becoming final, any and all provisions, rights and benefits

conferred by § 1542 of the California Civil Code, which reads:

               Section 1542. Certain Claims Not Affected by General
               Release.    A general release does not extend to claims
               which the creditor does not know or suspect to exist in his
               favor at the time of executing the release, which if known
               by him must have materially affected his settlement with
               the debtor;

or by any law of any state or territory of the United States, or principle of common law,

which is similar, comparable or equivalent to § 1542 of the California Civil Code. Each

member of the Settlement Class may hereafter discover facts other than or different from

those which he, she or it knows or believes to be true with respect to the claims which are

the subject matter of the Actions, but each member of the Settlement Class hereby

expressly waives and fully, finally and forever settles and releases upon this Settlement

Agreement becoming final, any known or unknown, suspected or unsuspected,

contingent or non-contingent claim which is the subject matter of the Actions, without

regard to the subsequent discovery or existence of such different or additional facts.

DISMISSALS & BAR ORDER

       45.     The Zimmermann Plaintiffs warrant that they have filed a Stipulation of

Notice of Voluntary Dismissal, With Prejudice, pursuant to Fed.R.Civ.P. 41(a)(1)(i), of all

claims made by Andrew Zimmermann and Kelley Zimmermann in their individual

capacities (not as representatives) against Capital One Bank, Capital One Credit Card

Services, Capital One F.S.B., Chase Manhattan Bank U.S.A. N.A., JP Morgan Chase &

Co., Providian Bancorp Services, Providian Bank, Providian Financial Corporation,


                                            -27-
USAA Savings Bank and USAA Federal Savings Bank based upon their financing and/or

promotion of credit counseling agencies and/or debt management plans.

       46.     Together with Lead Plaintiffs’ request for final approval of the Settlement

Agreement from the New York Court, CCCC shall seek, with the assistance and consent

of Lead Plaintiffs, an order from the New York Court providing that all claims by any

Defendant(s) against CCCC for contribution, indemnification, or reimbursement,

however denominated, arising under federal or state law, which are based on any

Defendant’s liability and/or expenses incurred as a result of the Defendant’s alleged

participation or status as a joint tortfeasor or joint wrongdoer with CCCC in connection

with the Actions are extinguished, discharged, satisfied, barred and enjoined, with the

exception, however, that should any part of the case involving the Defendant(s) be tried,

and any Defendant(s) be adjudged to be a joint tortfeasor or joint wrongdoer with CCCC

in connection with the Actions, said Defendant(s) shall be entitled to a dollar for dollar

setoff in the amount of the total monies delivered by CCCC to the Settlement Fund Trust

account pursuant to paragraphs 13 through 17 of this Settlement Agreement.

       47.     In the event that any remaining or former Defendant(s) assert(s) hereafter

any legal defense in any action relating to CCCC’s dismissal, CCCC shall assign to the

Settlement Class or Lead Plaintiffs, as may be appropriate, all such contractual rights or

causes of action that it may have with respect to any such Defendant(s) that may be

necessary to overcome such defense or to cure any defect so as to permit the Settlement

Class or Plaintiffs to advance their claims against such Defendant(s). This provision does

not contemplate the assignment of claims by CCCC against the Defendant(s) for any

other purpose except as provided in paragraph 36 above.



                                          -28-
       DISCOVERY & COOPERATION

       48.     Within twenty (20) business days following the execution of this

Settlement Agreement, CCCC shall further comply with additional and outstanding

discovery demands reasonably made by the Lead Plaintiffs.

       49.     CCCC and its employees, officers and directors shall not oppose any

subpoena requested by Lead Plaintiffs to provide testimony either at an examination

before trial or at trial. Lead Plaintiffs shall bear the reasonable transportation expenses

incurred by CCCC, its employees, officers and directors in providing such testimony.

       50.     CCCC shall provide Lead Plaintiffs with reasonable discovery necessary to

insure that the Settlement Agreement is fair, reasonable and adequate to all members of

the Settlement Class, in the sole discretion of the Lead Plaintiffs, and that all premises of

the Settlement Agreement are accurate, and any and all terms of the Settlement Agreement

have been complied with by CCCC. Upon a written request made by Plaintiffs, CCCC

shall have ten (10) business days to respond to Lead Plaintiffs’ request.

       51.     With respect to email, as applied in paragraph 50 of this Settlement

Agreement the term “reasonable” shall mean providing assistance to Lead Plaintiffs in

obtaining from CCCC’s prior counsel a copy of the hard drive provided by CCCC to

CCCC’s prior counsel containing emails from and to employees and/or agents of CCCC.

CCCC shall also undertake a new search to locate all email not subject to attorney/client

privilege to and from the following individuals: Dominic Salzone and Jonathan David

a/k/a Chance David. In the event the hard drive previously provided to CCCC’s prior

counsel can not be obtained, CCCC shall allow Lead Plaintiffs to retain a third party

consultant who shall be provided with reasonable access and assistance in retrieving these

                                            -29-
emails from CCCC. The cost for any such consultant shall be paid for from the Settlement

Fund Trust.    All parties agree that any email produced by CCCC pursuant to this

paragraph shall be deemed “Confidential” and shall be entitled to all protections afforded

to Confidential documents by the February 16, 2005 Confidentiality Order issued on the

Limpert Action.


       ORDER CERTIFYING SETTLEMENT CLASS AND PRELIMINARILY
       APPROVING PARTIAL SETTLEMENT

       52.     The Settling Parties, within ten (10) business days after execution of this

Settlement Agreement, shall jointly apply to the New York Court for an Order Certifying

Settlement Class and Preliminarily Approving Proposed Partial Settlement which order

shall be in the form annexed hereto as Exhibit F, providing as follows:

                       a.     Pursuant to Fed.R.Civ.P. 23(b)(2) and (b)(3) certifying the

               Limpert Action as a class action by the Limpert Plaintiffs on behalf of

               themselves and the Class;

                       b.     granting preliminary approval to all the terms of this

               Settlement Agreement;

                       c.     designating Law Offices of G. Oliver Koppell &

               Associates; Whalen & Tusa, P.C.; C. Allison Powell, P.C.; Morris, Polich

               and Purdy LLP; Michie Hamlett Lowry Rasmussen & Tweel PLLC;

               Gregory S. Duncan; and Stephen G. Hennessey; Lead Plaintiffs’ Counsel,

               as “Class Counsel”;

                       d.     scheduling a hearing at the earliest possible date but no

               earlier than 45 days after the sending of the Notice and/or Summary Notice

                                            -30-
to all members of the Settlement Class to determine whether the Settlement

Agreement should be approved by the New York Court and to consider

the application by Class Counsel for payment of attorneys’ fees, expenses

and court costs (the “Settlement Hearing”);

       e.      approving and directing the transmission by the Settlement

Administrator, with the cooperation of CCCC, to the Class, from the most

comprehensive available list of former and current customers of the Class

maintained by CCCC, Notice and/or Summary Notice of the settlement and

attorney fee hearing substantially in the form annexed hereto as Exhibits H

and I. Said Notice shall be provided via email to those members of the

Class for whom CCCC has an email address, and by insert by CCCC in a

planned mailing of CCCC to those members of the Class who are current

customers of CCCC.       Notice of said insert shall also be conspicuously

placed in the text of the planned mailing by CCCC. Said Summary Notice

shall be sent by postcard by the Settlement Administrator with the

cooperation of CCCC to those members of the Class who are no longer

customers of CCCC and for whom CCCC does not have a current email

address.    In the event a Notice or Summary Notice is returned as

undeliverable, either by mail or electronically or no email return receipt is

generated, CCCC and/or the Settlement Administrator shall undertake a

reasonable search to locate a current address of the Class member.

       f.      approving the establishment of a website on the internet by

CCCC, in consultation with Class Counsel, including a copy of the



                            -31-
Complaint, the Notice, the Summary Notice, a copy of this Settlement

Agreement, a Proof of Claim form and a series of questions and answers

explaining the terms of this Settlement Agreement and the rights and

obligations of members of the Settlement Class pursuant to this Settlement

Agreement, for the electronic filing of Proofs of Claim and the

establishment of a toll free telephone number for queries from members of

the Class. Such website shall be linked to the home page of CCCC’s

website;

       g.      determining that the form and method of Notice and

Summary Notice specified herein is the best practicable under the

circumstances and shall constitute due and sufficient notice of the

Settlement Hearing and requiring the filing by the Settlement

Administrator and CCCC of an affidavit(s), at or before the Settlement

Hearing, attesting to the transmittal of the Notice and Summary Notice as

provided in paragraphs 53(e) and 53(f) above;

       h.      requiring that any person who objects to the approval of this

Settlement Agreement serve on a representative of Class Counsel and

CCCC and file with the New York Court, in the manner and within the time

specified in the Notice, written notice of his or her intention to appear and

object, the specific grounds for such objection, the supporting legal and

factual bases for such objection and copies of all papers to be presented to

the New York Court in opposition to the Settlement Agreement requiring

service of said papers on Class Counsel and counsel for CCCC; and



                            -32-
                       i.      requiring any member of the Class who seeks exclusion

                from the Settlement Class pursuant to Fed.R.Civ.P. 23 to serve and file,

                within the time and in the manner specified in the notice, written notice of

                his or her intention to seek exclusion from the Settlement Class, with

                copies of the exclusion request to be directed to Class Counsel and counsel

                for CCCC, as provided for in the notice.

        53.     Within ten (10) business days following the execution of this Settlement

Agreement, the Zimmermann Plaintiffs shall file a motion with the Massachusetts Court

seeking a stay of their action against CCCC (but not any other Defendant) in the

Massachusetts Court pending resolution by the New York Court of the Motion for

Preliminary Approval to be filed by the Limpert Plaintiffs. CCCC agrees not to oppose

this request.

        ORDER OF FINAL APPROVAL

        54.     Within sixty (60) days after the date of transmittal of the Notice and/or

Summary Notice, or as soon thereafter as is practicable, Lead Plaintiffs shall move the

New York Court for entry of a Final Order and Judgment Approving Partial Settlement,

substantially in the form attached hereto as Exhibit I:

                       a.      approving the Settlement Agreement, Certifying the

                Settlement Class pursuant to Fed.R.Civ.P. 23(b)(2), (b)(3) and (e) and

                adjudging its terms to be fair, reasonable and adequate to the members of

                the Class and directing consummation of the Settlement Agreement

                pursuant to the terms and provisions of this Settlement Agreement, and

                retaining jurisdiction to effect the same;


                                             -33-
       b.      declaring that all Claimants among the Settlement Class

shall receive distributions from the Settlement Fund Trust and directing

such distributions;

       c.      providing that all members of the Class who have not filed

a timely request to be excluded from the Settlement Class shall be barred

from prosecuting against CCCC the claims alleged in the Actions;

       d.      granting CCCC a release as provided in paragraph 43 of

this Settlement Agreement;

       e.      providing that all claims by any Defendant(s) against

CCCC for contribution, indemnification, or reimbursement, however

denominated, arising under federal or state law, which are based on any

Defendant(s) liability and/or expenses incurred as a result of the

Defendant(s) alleged participation or status as a joint tortfeasor or joint

wrongdoer with CCCC in connection with the Actions are extinguished,

discharged, satisfied, barred and enjoined, with the exception, however,

that should any part of the case involving the Defendant(s) be tried, and

any Defendant(s) be adjudged to be a joint tortfeasor or joint wrongdoer

with CCCC in connection with the Actions, said Defendant(s) shall be

entitled to a setoff dollar for dollar in the amount of the total monies

delivered by CCCC to the Settlement Fund Trust account pursuant to

paragraphs 13 through 17 of this Settlement Agreement;

       f.      approving the payment of incentive fees to the Lead

Plaintiffs in the amount of five thousand dollars ($5,000.00) each;



                             -34-
                       g.        enjoining CCCC in the manner reflected in paragraphs 37

               through 41 of this Settlement Agreement;

                       h.        awarding to Class Counsel attorneys’ fees in an amount

               determined by the New York Court to be fair and reasonable, together

               with reimbursement for reasonable costs as determined by the New York

               Court, to be paid in accordance with paragraph 56 of this Settlement

               Agreement; and

                       i.        reserving jurisdiction over the implementation of this

               Settlement Agreement for all purposes and over the resolution of any

               disputes that may arise.

       55.     Upon entry of the Final Order and Judgment by the New York Court,

Zimmerman Plaintiffs shall request dismissal with prejudice of the action brought by the

Zimmerman Plaintiffs against CCCC pursuant to Fed.R.Civ.P. 41(a).

       ATTORNEYS FEES

       56.     Class Counsel shall apply to the New York Court for the payment of

attorneys’ fees amounting to thirty (30%) percent of the Settlement Fund Trust. CCCC

shall not oppose this request.

       57.     Class Counsel shall designate one representative to receive attorneys’ fees

from the Settlement Fund Trust, to be distributed among Class Counsel. Class Counsel

shall receive payment from the Settlement Fund Trust within five (5) business days

following the Settlement Effective Date from the total funds previously deposited in the

Settlement Fund Trust account. Class Counsel shall thereafter receive payment from the

Settlement Fund on the first day of the seventh month following the First Payment Date

                                            -35-
and upon every six months subsequent thereto, until such time as CCCC has completed

making payments pursuant to the terms of this Settlement Agreement, provided that

payment shall be made promptly after the receipt of CCCC’s final payment to the

Settlement Fund Trust.

       MISCELLANEOUS

       58.     Any notice or other communication to be given to any of the parties to this

Settlement Agreement shall be given to their respective counsel, if counsel is so

designated and to the then Chief Executive Officer of CCCC. Such notice shall be

delivered personally, or by United States registered or certified mail, with signed return

receipt requested, addressed to such counsel at their respective addresses as set forth

under their respective signatures below. A party may change the address to which such

notice should be sent by notice to all other parties to this Settlement Agreement. Any

period of notice specified in this Settlement Agreement shall not commence until the first

day after personal delivery or until the fifth business day after deposit in the United States

mail, as the case may be.

       59.     This Settlement Agreement and any proceedings taken pursuant to it shall

not in any event be construed as or deemed to be evidence of an admission or concession

by any person. Neither this Settlement Agreement nor any of its provisions shall be

offered or received in evidence in these Actions or any other action or proceeding as an

admission or concession of liability or wrongdoing by CCCC.

       60.     This Settlement Agreement and any and all actions taken in connection

therewith shall be terminated and shall become null and void in the event that the New

York Court does not approve the Settlement Agreement and enter a Final Order and


                                            -36-
Judgment Approving Partial Settlement substantially in the form annexed hereto as

Exhibit J or such New York Court approval of this Settlement Agreement is reversed or

substantially modified on appeal; or at CCCC’s sole option if: a) a percentage equal to or

greater than four (4) percent of the members of the Settlement Class have filed valid

requests for exclusion from the class pursuant to paragraph 52(i) above; or b) if any other

putative class is certified and excluded from the scope of the Settlement Class.

        61.     This Settlement Agreement, along with its exhibits, constitutes the entire

agreement among the Settling Parties and supersedes all previous understandings,

commitments, or representations between the parties concerning resolution of these

Actions.

        62.     Any waiver, alteration, amendment or modification of any of terms of this

Settlement Agreement shall be valid only if made in writing and signed by the Settling

Parties hereto or counsel therefor. No waiver by any party of any rights with respect to a

particular transaction occurring in accordance with the terms of this Settlement

Agreement shall be deemed to constitute a waiver with respect to any subsequent

transaction hereunder unless such waiver specifically states that it is to be construed as a

continuing waiver.

        63.     This Settlement Agreement represents a bargained-for agreement resulting

from the good faith negotiation of the Settling Parties availing themselves of advice of

counsel. Therefore, the Settlement Agreement shall be construed as if prepared by the

Settling Parties jointly, and not in favor of any of the Settling Parties.




                                             -37-
       64.     If any of the dates or periods of time described in this Settlement

Agreement fall on or end on a public holiday or on a weekend, the date or period of time

shall be extended to the next business day.

       65.     This Settlement Agreement may be executed in one or more counterparts,

each of which shall for all purposes be deemed an original and all of which shall

constitute the same instrument.




                                              -38-
Dated: August __, 2006

Law Offices of G. Oliver Koppell & Associates,
Class Counsel and Counsel for Plaintiffs in the Limpert Action

By: _________________________
       G. Oliver Koppell

Morris, Polich & Purdy, LLP,
Class Counsel and Counsel for Plaintiffs in the Zimmermann Action

By: _________________________
       David Vendler

Cambridge Credit Counseling Corp.

By: _________________________
       Christopher Viale




                                          -39-
Addresses:

Class Counsel and Counsel for Plaintiffs in the Limited Action

Law offices of G. Oliver Koppell & Associates
99 Park Avenue
Suite 800
New York, NY 10016

Class Counsel and Counsel for Plaintiffs in the Zimmerman Action

Morris, Polich & Purdy, LLP
1055 West Seventh Street
Los Angeles, CA 90017

Defendant Cambridge Credit Counseling Corp.
78 Hunt Street
Agawam, MA 01001




                                          -40-

				
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