david r. zaro (bar no. 124334) ted fates (bar...

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959842.02/LA

Case No. CV12-03237THIRD INTERIM FEE APPLICATION OF

GENERAL COUNSEL TO THE RECEIVER

LAW OFFICES

Allen Matkins Leck Gamble Mallory & Natsis LLP

DAVID R. ZARO (BAR NO. 124334)TED FATES (BAR NO. 227809)KIM A. BUI (BAR NO. 274113)ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP515 South Figueroa Street, Ninth FloorLos Angeles, California 90071-3309Phone: (213) 622-5555Fax: (213) 620-8816E-Mail: [email protected]

[email protected]@allenmatkins.com

Attorneys for Receiver Thomas A. Seaman

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

SMALL BUSINESS CAPITAL CORP.; MARK FEATHERS; INVESTORS PRIME FUND, LLC; and SBC PORTFOLIO FUND, LLC,

Defendants.

Case No. CV12-03237

THIRD INTERIM FEE APPLICATION OF ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP, GENERAL COUNSEL TO THE RECEIVER

Date: November 22, 2013Time: 9:00 a.m.Ctrm: 4 - 5th FloorJudge: Hon. Edward J. Davila

Case5:12-cv-03237-EJD Document608 Filed09/20/13 Page1 of 130

mailto:[email protected]

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959842.02/LA



LAW OFFICES


Allen Matkins Leck Gamble Mallory & Natsis LLP ("Allen Matkins"), general counsel for

Thomas A. Seaman, Court-appointed permanent receiver ("Receiver") for Small Business Capital

Corp. ("SB Capital"), Investors Prime Fund, LLC ("IPF"), SBC Portfolio Fund, LLC ("SPF") and

their subsidiaries and affiliates (collectively, "Receivership Entities"), hereby submits this third

interim application for payment of professional fees and reimbursement of costs ("Third Fee

Application") for the seven-month period January 1, 2013 through July 31, 2013 ("Third

Application Period"). Allen Matkins seeks interim approval and payment of $290,799 in fees and

$9,092.27 in expenses incurred during the Third Application Period.

I. INTRODUCTION

The fees incurred by Allen Matkins during the Third Fee Application total $336,009.60 for

a total of 736.20 hours of work. The charges, which are discussed in detail below and are set forth

task-by-task on Exhibit A, are categorized as follows:

General Receivership 215.0 $97,392.15Asset Recovery 33.1 $14,827.50Investigation and Reporting 113.6 $52,919.55Investor Communications 10.5 $4,827.15Sale of Assets and Disposition 151.0 $71,692.20Pending Litigation 31.7 $10,328.85Claims 25.6 $13,026.15Third Party Claims 26.1 $12,088.35Distribution 4.1 $2,082.15Employment/Fees 57.8 $23,754.15California Business Bank Litigation 67.7 $33,071.40TOTAL FEES 736.20 $336,009.60

II. TASKS PERFORMED AND COSTS INCURRED

A. Introduction

During the Third Application Period, Allen Matkins worked diligently to assist the

Receiver with all legal matters pertaining to the receivership.1 Allen Matkins' work for the Third

1 A detailed description of the status of the case may be found in the Receiver's First, Second,

Third, Fourth, Fifth, and Sixth Interim Reports, filed in the instant action as Docket Nos. 30, 53, 77, 167, 386, and 581. Specifically, the Fifth and Sixth Interim Reports (Docket. Nos. 386and 581) address the work of the Receiver and the status of the case during the Third Application Period.


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Application Period falls into the categories listed above. As reflected in the bills attached as

Exhibit A, legal work performed by Allen Matkins' attorneys and staff during the Third

Application Period did not overlap with or duplicate the Receiver's work. Exhibit A provides a

detailed list of each and every charge during the Third Application Period, sorted by category of

work, person executing the work, and task performed.2

B. Categories and Descriptions of Allen Matkins' Work

1. General Receivership

The significant amount of work in this category relates to assisting the Receiver in

reviewing and responding to numerous motions filed by Defendant Mark Feathers. Mr. Feathers'

motions, all of which have been denied by the Court, include the following:

(a) Motion for Receiver to file lawsuit against California Business Bank. Docket

Nos. 156 (Feathers' Motion), 175 (SEC'S Response), 176 (Receiver's Response), and 272 (Order

Denying Motion);

(b) Motion to dismiss lawsuit, discharge Receiver and sanction SEC is counsel,

Receiver and Receiver's counsel. Docket Nos. 273, 274, 275 (Feathers' Motions and Amended

Motions), 293 (Receiver's Declaration in Response), 294 (SEC's Opposition), 297 (Feathers

Reply), and 456 (Order Denying Motion);

(c) Motion regarding Receiver's alleged conflicts of interest. Docket Nos. 303

(Feathers' Motion), 309 (Receiver's Response), 347 (Feathers' Reply), and 363 (Order Denying

Motion);

(d) Motion regarding Receiver's engagement of professionals. Docket Nos. 304

(Feathers' Motion), 310 (Receiver's Response), 345 (Feathers' Reply), and 363 (Order Denying

Motion);

(e) Second motion regarding lawsuit against California Business Bank. Docket

Nos. 316 (Feathers' Motion) and 363 (Order Denying Motion);

2 While every effort is made to be consistent and accurate in the allocation of activities to the

various categories, certain activities may lend themselves to more than one category or may simply be difficult to categorize. Nevertheless, Exhibit A reflects the actual time spent on any given activity and contains an accurate description of the services provided.


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(f) Stephen Pahl's application for leave to intervene. Docket Nos. 389 (Pahl's motion),

433 (Declaration of Receiver's Counsel in Response), 436 (SEC'S Response); 440 (Pahl's Reply),

592 (Order Denying Motion);

(g) Motion to obtain copies of documents relating to REO properties. Docket

Nos. 405 (Feathers' Motion), 412 (Receiver's Response), and 536 (Order Denying Motion).

(h) Motion to obtain financial information from Receiver. Docket No. 414 (Feathers'

Motion), 430 (Receiver's Response), 442 (Feathers' Reply), 536 (Order Denying Motion);

(i) Motion for protective order requiring documents to be filed under seal. Docket

No. 464 (Feathers' Motion), 468 (SEC'S Response), 472 (Receiver's Response), 474 (Feathers'

Reply), 536 (Order Denying Motion);

(j) Motion for leave to sue Receiver in state court. Docket No. 577 (Feathers' Motion),

584 (SEC'S Response), 585 (Receiver's Response), 586 (Feathers' Reply), 592 (Order Denying

Motion).

In addition to responding to these numerous motions, Allen Matkins helped the Receiver

prepare and file an ex parte application for reconsideration, seeking an order requiring

Mr. Feathers to apply to the Court and show good cause before commencing a lawsuit against the

Receiver. See Docket No. 311. This application was granted on April 12, 2013. Docket No. 362.

Further, as outlined in the Receiver's application for reconsideration, the Receiver, his staff

and Allen Matkins collectively have received more than 500 e-mails from Mr. Feathers since early

November, many of which were sent during the Third Application Period. See Docket No. 311.

This category includes time advising the Receiver with regard to these numerous e-mail

communications and, when appropriate, preparing responses. Allen Matkins also assisted the

Receiver in responding to false allegations made by Mr. Feathers to the CFA Institute and threats

by Mr. Feathers regarding actions with the California Department of Real Estate. Allen Matkins

also assisted in responding to various communications from investors Stephen Pahl and Robert

Gilroy. These investors have made threats against the Receiver and, in the case of Mr. Gilroy,

transmitted false and misleading information to investors. Allen Matkins has worked with the


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Receiver to address issues raised, attempt to ameliorate the rather contentious allegations and,

where appropriate, advise investors of the actual facts.

Allen Matkins assisted the Receiver in gathering documents from former counsel for the

Receivership Entities and the SBA and coordinated the receipt and review of such documents. The

firm also reviewed and advised the Receiver regarding numerous motions and opposition briefs

filed by the Securities and Exchange Commission ("Commission") and Mr. Feathers, as well as

orders issued by the Court separate and apart from those listed above. Attorney David Zaro

appeared at the Court hearing held on February 22, 2013. Attorney Ted Fates appeared at Court

hearings held on May 10, June 11 (telephonic appearance before Judge Grewal), and June 28,

2013. Attorney Ted Fates also appeared at the deposition of Mark Feathers conducted by the

Commission on May 1, 2013.

Finally, Allen Matkins assisted the Receiver in responding to document requests from the

Commission and Mr. Feathers, including reviewing, organizing, redacting, and producing

voluminous documents. The firm also spent substantial time responding to subpoenas and

inquiries from Mr. Feathers regarding the deposition of the Receiver. Ultimately, after months of

scheduling and re-scheduling the deposition at Mr. Feathers' request, Mr. Feathers decided not to

take the deposition. This episode is noted as it is emblematic of the circumstances faced by the

Receiver and Allen Matkins and explains the costs incurred.

The reasonable and necessary fees for work in this category total $97,392.15.

2. Asset Recovery

Allen Matkins' time in this category focused primarily on three receivership assets – the

MassMutual life insurance policy, a loan made to borrower 3AM LLC located in Maryland, and a

loan made to MCW Associates, whose principal's name is Steven Mutnick. With respect to the life

insurance policy, Allen Matkins assisted the Receiver in analyzing the policy and the potential for

realizing the cash value of such policy. To that end, counsel helped the Receiver gather

information about the policy from Mr. Feathers and MassMutual, through informal requests and by

issuing subpoenas. Allen Matkins communicated with Mr. Feathers regarding termination of the

policy, to which Mr. Feathers would not agree. Allen Matkins then assisted the Receiver in


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drafting a motion for an order instructing Feathers to terminate his policy and directing

MassMutual to transfer the policy's cash surrender value to the Receiver. See Docket No. 177.

Feathers filed an opposition to the motion (Docket No. 186), and Allen Matkins assisted the

Receiver in filing a reply (Docket No. 201). The motion was granted by order entered on May 10,

2013. Docket No. 456.

Despite entry of the order, Mr. Feathers took no action to terminate the policy. Allen

Matkins assisted the Receiver in efforts to obtain Mr. Feather's compliance with the order.

Initially, Mr. Feathers claimed the order did not require him to terminate the policy. He later

abandoned this position, but days would go by without any response to phone calls or e-mails. As

a result of these delays, the Receiver and Allen Matkins had to spend additional time working with

MassMutual and following up with Mr. Feathers to get him to correctly complete the form

necessary to terminate the policy and have the cash surrender check sent to the Receiver. The

check from MassMutual in the amount of $28,632.85 was finally received on August 8, 2013.

With regard to the loan to 3AM LLC, on which the borrower defaulted, Allen Matkins

assisted the Receiver in reviewing the loan documents, evaluating legal strategy and enforcement

rights and in identifying and supervising local counsel in Maryland engaged to assist in

enforcement of the lender's rights.

Finally, with regard to the MCW Associates loan, Allen Matkins assisted the Receiver in

reviewing and analyzing a proposal by the borrower to substitute collateral, evaluating the lender's

enforcement rights, certain tax issues and communicating with the borrower's counsel.

Allen Matkins' reasonable and necessary fees for this work total $14,827.50.

3. Investigation and Reporting

In January 2013, Allen Matkins provided legal advice and assistance to the Receiver in

preparing a detailed summary of his work during the period October 1, 2012 through

December 31, 2012 and drafting his Fourth Interim Report. Docket No. 167. The firm also

assisted the Receiver in analyzing legal issues related to his forensic accounting and with drafting

his Preliminary Forensic Accounting Report. Docket No. 168. Mr. Feathers opposed both of these

reports. Docket Nos. 180, 182. Mr. Feathers' wife, Natalie Feathers, also filed an opposition to the


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Preliminary Forensic Accounting Report. Allen Matkins aided the Receiver in drafting responses

to Natalie Feathers' opposition to the Preliminary Forensic Accounting Report and Mr. Feathers'

opposition to the Fourth Interim Report. Docket Nos. 188, 192.

In April 2013, Allen Matkins assisted the Receiver with preparing a detailed summary of

his work during the period December 31, 2012 through March 31, 2013 and drafting his Fifth

Interim Report. Docket No. 386. In June, Allen Matkins assisted the Receiver with analyzing

legal issues related to his forensic accounting and with drafting his 22-page, detailed Forensic

Accounting Report. Docket No. 557. Considerable work went into organizing and presenting the

forensic accounting data and the Receiver's findings in a way the Court, the parties, and investors

could understand the complex issues associated with the accounting and the intra-company

transfers involving numerous accounts and entities. In July, the firm assisted the Receiver with

preparing a detailed summary of his work during the period March 31, 2013 through June 30, 2013

and drafting his Sixth Interim Report. Docket No. 581.

In summary, Allen Matkins assisted the Receiver in drafting three quarterly reports

detailing his activities and two forensic accounting reports describing his analysis and findings

regarding the financial affairs of the Receivership Entities. Allen Matkins then provided legal

advice and counsel concerning the responses from the defendants and others to the reports. The

firm also assisted the Receiver in gathering and reviewing documents relevant to his investigation

and accounting, including requesting documents from the SBA and several law firms that

represented the Receivership Entities prior to the Receiver's appointment.

All of this was necessary legal work required to prepare the reports and accounting called

for by the order appointing the Receiver. Allen Matkins' reasonable and necessary fees for this

work total $52,919.55.

4. Investor Communications

Allen Matkins assisted the Receiver in responding to numerous investor inquiries and

requests, including analyzing legal issues raised by investors related to the receivership. The firm

also reviewed and advised the Receiver regarding letters from Mr. Feathers and Mr. Gilroy to

investors. Allen Matkins also helped the Receiver draft responses to communications from


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investors about the status of the litigation and the receivership, as necessary. Allen Matkins'

reasonable and necessary fees for this work total $4,827.15.

5. Sale of Assets and Disposition

This category contains Allen Matkins' time providing advice and counsel to the Receiver

regarding unique legal issues arising from the lending and servicing operations of the Receivership

Entities, including issues regarding loan servicing, the sale of loans, loan defaults, and legal

remedies available to the Receivership Entities. The firm also assisted the Receiver in negotiations

with borrowers for non-performing loans, including, but not limited to, work on loan modification

agreements, forbearance agreements, and related transactions. Attorney Ted Fates also attended a

meeting with California Business Bank, a participant in certain loans with the Receivership

Entities, and California Business Bank's counsel.

Among other things, Allen Matkins assisted the Receiver in analyzing an SBA 7A loan to

Peninsula Air Conditioning, which became fully amortized beginning August 1, 2012, and went

into default around the same time. Allen Matkins advised the Receiver in negotiating and drafting

a Forbearance, Reservation of Rights and Release Agreement with the borrower and the

guarantors, under which the Receiver agreed to forbear from enforcing existing defaults until

August 1, 2013, while the guarantors marketed and attempted to sell their residence in order to pay

off the loan. In exchange, the guarantors executed a Deed of Trust on their residence in favor of

the lender, Small Business Capital, LLC, which Allen Matkins drafted. The borrower failed to sell

their residence by August 1, 2013, and the Receiver is now taking steps to foreclose on the

property. The work of Allen Matkins with regard to this matter has successfully enhanced the

estates collateral position which will likely result in full payment of the loan notwithstanding the

borrower's default.

Additionally, Allen Matkins helped the Receiver evaluate a Menlo Park construction loan

originated by SPF in May 2012, including the construction project and the extent to which the

conditions for making construction disbursements have been satisfied. As discussed in more detail

in the Receiver's Fourth Interim Report (Docket No. 167, pp. 8-10), there were significant

deficiencies in the administration of this loan prior to the Receiver's appointment, including


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missing construction and architect contracts, lack of documents supporting the budget, lack of

required city approvals, no written profit sharing agreement, missing financial statements for the

borrower and guarantor, and missing lien waivers. The Receiver and Allen Matkins worked with

the borrower to obtain proper documentation in order to properly administer the loan and secure

the profit sharing agreement. Ultimately, the borrower was unable to satisfy essential documentary

and insurance requirements and cure other deficiencies, which made the risks associated with

funding the loan unacceptably great. Thus, counsel assisted the Receiver in his negotiations with

the borrower regarding a proposed Loan Payoff and Release Agreement, and assisted the Receiver

in preparing a motion for authorization to accept a payoff of this loan. Docket No. 307. On

April 12, 2013, the Court authorized the Receiver to accept the proposed payoff. Docket No. 364.

Further, Allen Matkins helped the Receiver analyze legal issues related to the sale of three

real properties owned by the Receivership Entities and the payoff of a loan made to The Four

Brothers Inns, LLC ("TFBI"). At the time of the Receiver's appointment, the Receivership Entities

owned two pieces of real property acquired from borrowers via foreclosure (the Sweet Fingers

Property and the Natoma Property), and on March 8, 2013, the Receiver completed a foreclosure

on another property (the Whiskey Junction Property). Allen Matkins helped the Receiver draft and

file a motion seeking authority to sell these properties via private sales. Docket No. 419. The

motion also sought authority to accept a discounted payoff of the loan made to TFBI. While again

opposed by Mr. Feathers, the motion was granted on May 10, 2013. Docket No. 456.

Once the sale order was entered, Allen Matkins assisted the Receiver in documenting and

completing the Natoma sale transaction and in assessing legal issues regarding a transfer of the

Whiskey Junction property and liquor license, including obtaining an order from the Court

clarifying the Receiver's authority to transfer the license, as required by the escrow company. The

firm also helped prepare a purchase and sale agreement for the liquor license.

Allen Matkins helped the Receiver in conducting a preliminary evaluation of legal issues

and strategies for a potential sale of the SBA license and loan portfolios. Finally, the firm assisted

the Receiver in analyzing legal issues relating to loans made to Dr. Hyo Kim and Kallapa Rampur.


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The reasonable and necessary fees for Allen Matkins' work in this category during the

Third Application Period total $71,692.20.

6. Pending Litigation

Prior to the receivership, the Receivership Entities obtained a judgment against Peter Cline

and Coast Capital Income Fund and obtained an order assigning Peter Cline's right to receive

distributions from certain investment accounts under the names of Peter and Robin Cline and their

children. In April, the Receiver received a letter from counsel for the custodian of the investment

accounts advising that Peter and Robin Cline had divorced and that Robin Cline was claiming the

right to half of the distributions from the Peter and Robin Cline accounts and all of the

distributions from the children's account.

Allen Matkins assisted the Receiver in gathering information regarding the investment

accounts, analyzing the legal issues relating to enforcement of the judgment and the marital

dissolution order, and negotiating a settlement agreement with Robin Cline under which the

Receivership Entities continue to receive 70% of the distributions from all accounts until the

judgment is fully satisfied. The settlement agreement was executed on June 3, 2013. Allen

Matkins' reasonable and necessary fees for this work total $10,328.85.

7. Claims

During the previous application period, Allen Matkins helped the Receiver prepare and file

a motion asking the Court to set a claims bar date by which all investors and creditors must submit

claims to the Receiver ("Claims Motion"). Docket No. 116. During the Third Application Period,

the firm assisted the Receiver in attempting to resolve Feathers' objections to the Claims Motion.

This category also includes attorney Ted Fates' appearance at the January 18, 2013 hearing on the

Claims Motion. See Docket No. 178. The Claims Motion, including the proof of claim forms and

instructions, was approved by the Court. See Docket No. 178. Subsequently, counsel helped the

Receiver in implementing the approved claims procedures, including drafting notices and forms as

necessary. This category of work also includes Allen Matkins' communications with trade

creditors regarding issues such as the proof of claim form and the claims bar date.


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On March 29, 2013, Mr. Feathers filed a motion for an order requiring the Receiver to mail

claim forms to additional entities Mr. Feathers alleged would have received loans if not for the

commencement of the receivership. Docket No. 320. The Receiver responded on April 2, 2013

(Docket No. 327), Feathers replied on April 8, 2013 (Docket No. 349), and the motion was denied

on April 12, 2013 (Docket No. 363).

Allen Matkins also advised the Receiver regarding various claims received from creditors

and investors, including a $24 million contingent claim submitted by the SBA. The firm advised

the Receiver regarding the merits of the SBA claim and a potential interim resolution, including

the possibility of establishing a reserve on account of the claim.

Allen Matkins' reasonable and necessary fees for work in this category total $13,026.15.

8. Third Party Claims

Allen Matkins assisted the Receiver in continuing his analysis and investigation of

potential claims against California Business Bank ("CBB"), in connection with the Receivership

Entities' pre-receivership purchase of CBB stock. Allen Matkins' work on this matter included

thorough review of CBB emails and documents related to the stock purchase, interviews with third

parties, and analysis of legal and factual bases for the claims. The complexity of the improper acts

by CBB and the potential claims implicated resulted in substantial legal research and analysis by

Allen Matkins. These improper acts by CBB, which Allen Matkins assisted the Receiver in

examining, are discussed in detail in the Receiver's motion for authority to pursue claims against

CBB. Docket No. 322. Once the legal and factual bases of the claims were sufficiently researched

and analyzed, Allen Matkins created a new time category (see California Business Bank Litigation

below) and recorded its time relating to the litigation in that category. Allen Matkins' reasonable

and necessary fees in this category total $12,088.35.

9. Distribution

Allen Matkins' time in this category relates to preliminary assessment of the legal issues,

potential structures, and terms of a plan of distributing receivership estate assets, including creating

an outline and beginning to draft a proposed plan. The reasonable and necessary fees for this work

total $2,082.15.


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10. Employment and Fees

During the Third Application Period, counsel prepared and filed its second interim fee

application for the reasonable and necessary fees incurred from October 1, 2012 through

December 31, 2012. Docket No. 339. The second interim fee applications were filed on April 4,

2013. Allen Matkins also assisted the Receiver in preparing responses to Mr. Feathers' oppositions

to the second interim fee applications. This category also includes attorney David Zaro's

appearance at the February 22, 2013 hearing on the first interim fee applications. Docket No. 272.

Allen Matkins' work in this category also includes review of the Court's May 15, 2013

order on the first interim fee applications and preparation of a motion for reconsideration of the

order, together with a supporting declaration and request for judicial notice. After the Receiver's

request for leave to file the reconsideration motion was denied, the firm assisted the Receiver in

seeking leave to file a supplement to its second interim fee application, which the Court granted.

Allen Matkins prepared and filed a detailed supplement to its second interim fee application,

explaining the legal standard, providing the prevailing rates of lawyers in the community working

on similar matters, and explaining the value of having lawyers experienced in SEC receivership

matters working to protect receivership estate assets and maximize the recovery for investors. The

supplement was filed on June 24, 2013. Docket No. 549. The Court's order on the second interim

fee applications was entered on August 16, 2013.

The reasonable and necessary fees for Allen Matkins' work in this category total

$23,754.15.

11. California Business Bank Litigation3

As noted above, Allen Matkins assisted the Receiver in preparing a motion for authority to

pursue claims against CBB and its officers and directors, which was filed on March 29, 2013.

Docket No. 322. In connection with this motion, Allen Matkins also helped the Receiver prepare

an initial draft of the complaint against CBB and its officers and directors, which was attached as

3 The time descriptions contained in the bills for this category of work contain information

relating to attorney work product and strategy involved in the pending litigation against CBB and it officers and directors. For this reason, these bills are not attached hereto. The Receiver will provide these bills directly to the Court for in camera review upon request.


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an exhibit to the Receiver's declaration in support of the motion. Docket No. 322. On April 12,

2013, the Court granted the Receiver authority to pursue the claims against CBB. Docket No. 361.

Allen Matkins assisted the Receiver in finalizing the Complaint against CBB and its

officers and directors, which was filed on May 2, 2013. The firm has exchanged letters and had

several telephone conferences with counsel for CBB and the individual defendants. CBB and the

individual defendants filed separate motions to dismiss the Complaint on August 5, 2013. Allen

Matkins assisted the Receiver in preparing and filing his opposition to the motions to dismiss and

in reviewing and analyzing the reply brief filed by CBB and the individual defendants.

Allen Matkins has met and conferred with counsel for CBB and the individual defendants

regarding initial disclosures, a discovery plan, ADR options, and related issues. The firm prepared

and filed the required ADR stipulation and order, which was approved by the Court. The motions

to dismiss are set to be heard on September 12, 2013, and an initial Case Management Conference

is currently set for November 20, 1013.

Allen Matkins' reasonable and necessary fees in this category total $33,071.40.

C. Summary of Costs Requested

Allen Matkins requests the Court approve reimbursement of $9,092.27 in out-of-pocket

costs. Allen Matkins charges $.19 per page for copies and $1.00 per page for outgoing faxes.

There is no charge for incoming faxes. The itemization of such expenses is reflected at the end of

each category in Exhibit A and is summarized below:

Duplication $1,728.22Document Search (incl. PACER, Lexis, Secretary of State)

$625.80

Federal Express $1,059.49Messenger $1,546.25Filing Fees $614.25Audio Conferencing (incl. telephonic court appearances)

$116.33

Transportation/Parking $144.60Airfare $1,706.20E-Discovery $1,338.13Text Editing $213.00TOTAL COSTS $9,092.27


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III. ALLEN MATKINS' FEES AND COSTS SHOULD BE APPROVED

The Receiver was appointed on June 26, 2012. Docket No. 16. He promptly engaged

Allen Matkins as his general counsel and the firm immediately started work to assist the Receiver

in stabilizing the Receivership Entities, addressing urgent legal issues, and reporting to the Court

on the Receiver's activities. Docket No. 30. Allen Matkins promptly sought approval of its

employment, which was granted by the Court on July 10, 2012. Docket Nos. 31 and 36. The

employment application stated that Allen Matkins would achieve a blended hourly rate of $395

over the entire receivership.

Allen Matkins filed its First Interim Fee Application on December 6, 2012. Docket

No. 135. On May 15, 2013, the Court issued its Order Partially Granting First Interim Fee

Applications ("First Fee Order"). Docket No. 463. The Court approved only 59% of the fees

incurred by Allen Matkins during the first 14 weeks of the case (the First Fee Application period).4

The First Fee Order states that the primary rationale for the reduction "is that the Court objects to

Allen Matkins’ charging a blended hourly rate of $454.10." Id. at p. 7. Rather than reduce the

allowed fees to $395 per hour, the Court approved only $269.73 per hour.5 The Court did not find

the amount of time billed by Allen Matkins was unreasonable in relationship to the tasks

completed or the quality of work was not satisfactory, but instead stated that receivers' counsel

should only be modestly compensated in cases where investors stand to recover a fraction of their

losses. Allen Matkins sought leave to seek reconsideration of the First Fee Order, which was

denied.

By the time the Court entered the First Fee Order, the Receiver and Allen Matkins had filed

their Second Interim Fee Applications. Docket Nos. 338, 339. In light of the First Fee Order, the

Receiver and Allen Matkins sought leave to file a supplement to Allen Matkins' Second Interim

4 Although the First Fee Order states that 66% of the requested fees are allowed, the ruling

equates to a 41% reduction in Allen Matkins' fees because the Court applied its 34% reduction to the 90% interim payment Allen Matkins requested. Allen Matkins had proposed a 10% holdback, and therefore only requested an interim payment of 90% of fees incurred.

5 It appears the Court may have intended to approve $300 per hour, but because the 34% reduction was applied to the 90% request, the approved hourly rate was only $269.73.


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Fee Application. Leave was granted and Allen Matkins filed a supplemental brief, along with a

declaration from the Receiver and a request for judicial notice. Docket Nos. 549, 549-1, and

549-2. The supplemental brief highlighted cases, including those cited by the Court in the First

Fee Order, which hold that hourly rates for lawyers representing receivers in SEC cases "are

appropriate if they 'are in line with those prevailing in the community for similar services by

lawyers of reasonably comparable skill, experience, and reputation.'" SEC v. Byers,

590 F. Supp. 2d 637, 645 (S.D.N.Y. 2008) (quoting Blum v. Stenson, 465 U.S. 886, 896 n. 11

(1984)); see also SEC v. Fifth Ave. Coach Lines. Inc., 364 F. Supp. 1220, 1222 (S.D.N.Y. 1973).

The supplemental brief and request for judicial notice provided citations showing the approved

hourly rates of law firms representing receivers in other SEC enforcement actions in California.

These citations demonstrate that $395 per hour is at the low end of the range of hourly rates

approved by courts in these cases.

On August 16, 2013, the Court entered its Order Partially Granting Second Interim Fee

Applications ("Second Fee Order"). Docket No. 590. The Court again took issue with the firm's

blended hourly rate. Instead of reducing the allowed fees to $395 per hour (which it emphasized

the firm should be held to), the Court approved a much lower hourly rate -- only $327 per hour.

Again, the Court did not find the amount of time billed by Allen Matkins was unreasonable in

relationship to the tasks completed or the quality of work was not satisfactory, but instead

reiterated that receivers' counsel should only be modestly compensated in cases where investors

stand to recover a fraction of their losses. Thus, the Court allowed only 67% of the fees incurred

by the firm.6

For the past 14 months, Allen Matkins has diligently and competently represented the

Receiver with regard to all legal issues in this complex SEC receivership. The results obtained, as

described in detail in the Receiver's six interim reports, have been excellent. The Court has never

6 Although the Second Fee Order indicates that 75% of the fees requested are approved, Allen

Matkins volunteered to defer payment on 10% of the fees incurred until the conclusion of the receivership. When the Court imposed its reduction of 25%, instead of applying the reduction to the total amount incurred ($127,109.90), it applied the reduction to the 90% requested on an interim basis ($114,397.11), meaning Allen Matkins was only paid 67% of fees incurred during the Second Application Period.


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identified concerns with the quality of work performed by the Receiver or Allen Matkins. At this

point, the firm has only been paid approximately 62% of fees incurred during the first six months

of the case (June 26 through December 31, 2012). Although the Court approved an hourly rate of

$395 when it approved Allen Matkins' employment, it has only allowed the firm to be paid a

blended rate of $293.96 thus far.

The Receiver and Allen Matkins disagree with the Court's position that receivers and their

counsel should not be paid the fair value of their services simply because investors stand to suffer

losses. Such a rule is unsupported by the weight of authority regarding compensation of receivers

and their counsel and would rapidly drive skilled receivers and law firms away from these types of

complex receiverships. This would substantially impair the ability of federal agencies and courts

to protect assets and provide meaningful recoveries to defrauded investors.

It takes a high degree of skill and business acumen to step into operating companies

accused of securities fraud, rapidly stabilize the businesses, preserve and protect the value of their

assets, conduct a forensic accounting, and provide detailed reports to the Court. Substantially

reducing the fees of receivers and their counsel in cases where, through no fault of the receiver,

investors stand to suffer significant losses (which is the case in almost all securities fraud

receiverships), will severely limit interest in such engagements. Accordingly, the Receiver and

Allen Matkins respectfully request the Court reconsider its position.

The Court states that "percentage cuts" are a "practical means of trimming fat from a fee

application." The Receiver and Allen Matkins respectfully submit that arbitrarily reducing fee

requests based on the assumption they contain "fat" is not appropriate or supported by the law.

The Receiver and Allen Matkins properly and accurately record their time in six-minute

increments and only bill time actually worked on the case. The Court does not identify any

improper time entries or explain why it believes the Receiver and Allen Matkins' fee applications

contain "fat" warranting such drastic cuts.

Finally, the Receiver and Allen Matkins submit that it is unfair to reduce Allen Matkins'

fees to hourly rates well below the $395 hourly rate approved in connection with the firm's

employment application. The Court approved a blended hourly rate at the beginning of the


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receivership and affirmed that Allen Matkins should be held to that rate, but then has reduced the

firm's fees to amounts substantially below the approved rate. The Receiver and Allen Matkins

respectfully submit that this and future fee requests of Allen Matkins should be allowed at no less

than $395 per hour. That amount for this application period is $290,799 (736.20 hours multiplied

by $395).

IV. CONCLUSION

WHEREFORE, the Receiver and Allen Matkins request an order:

1. Approving on an interim basis Allen Matkins' fees totaling $290,799 for the Third

Application Period;

2. Approving on an interim basis Allen Matkins' reimbursement of costs totaling

$9,092.27 for the Third Application Period;

3. Authorizing and directing the Receiver to pay Allen Matkins from the assets of the

receivership estate; and

4. Granting such further and other relief as the Court deems just and proper.

Dated: September 20, 2013 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP

By: /s/ Ted Fates

TED FATESAttorneys for Receiver Thomas A. Seaman


EXHIBIT A


09/09/13 14:42:57 PROFORMA STATEMENT FOR MATTER 372456-00002 (General Receivership) 372456-00002

Preliminary Billing Form

Billing Atty: 000313 - Zaro Matter#: 372456-00002 Matter Name: General Receivership

Date of Last Billing: 05-16-2013 Client Name: Seaman, Thomas/Receiver for SBCC; Mark Feathers

Proforma Number Client/Matter Joint Group # 372456-1

Fees for Matter 372456-00002 (General Receivership)

Trans Date Index Description of Service Rendered Timekeeper Hours Fees

01/03/13 5872168 Review of additional filings by Mr. Feathers and call Zaro, David R. 0.5 292.50 with Receiver re same.

01/03/13 5744335 Review two new motions filed by M. Feathers. Fates, Edward G. 0.3 125.55

01/04/13 5745001 Review of Feathers' motions set for February 22 Fates, Edward G. 0.6 251.10 and original Receiver's opposition brief to determine if additional opposition is warranted.

01/09/13 5750118 Call with Receiver and SEC's counsel regarding Fates, Edward G. 0.5 209.25 responses to Feathers' motion.

01/14/13 5752736 Draft short omnibus opposition and request for Fates, Edward G. 2.5 1,046.25 judicial notice of prior opposition to Feathers motions; review "SB Capital Newsletter" sent to investors by R. Gilroy; draft language for letter to R. Gilroy regarding same; review oppositions to Feathers' motions filed by SEC.

01/16/13 5756767 Communications with SEC's counsel regarding 1/18 Fates, Edward G. 0.5 209.25 hearing and possible meeting with AUSA in San Jose.

01/17/13 5868187 Discuss 1 /18 hearing and potential meeting with Fates, Edward G. 0.8 334.80 AUSA with SEC's counsel and Receiver; review SEC's response to Feathers' motion regarding living expenses.

01/18/13 5759612 Meet with SEC's counsel and counsel for federal Fates, Edward G. 0.4 167.40 agency.

Exhibit A, Page 1 of 112





01/22/13 5760326 Review Feathers' omnibus reply to SEC's Fates, Edward G. 0.3 125.55 oppositions to Feathers' motions set for 2/22.

01/31/13 5872209 Review emails and letters from Mr. Feathers; Zaro, David R. 0.4 234.00 respond and advise to Receiver as to response and follow up.

01/31/13 5769771 Review and forward correspondence from M. Fates, Edward G. 0.1 41.85 Feathers regarding records to E. Gordon.

02/05/13 5776431 Review and forward further filings by M. Feathers to Fates, Edward G. 0.3 125.55 Receiver.

02/08/13 5782804 Review Feathers' additional filings and emails and Zaro, David R. 0.4 234.00 follow up to provide advice to counsel and Receiver regarding same.

02/11/13 5785126 Review of additional filings by Feathers, Court Zaro, David R. 0.2 117.00 Order and letters related to the action by investors.

02/11/13 5781556 Review Feathers' court filings and numerous emails; Fates, Edward G. 0.6 251.10 review order denying Feathers' ex parte motion; discuss same with Receiver.

02/12/13 5783347 Discuss order denying Feathers' ex parte motion Fates, Edward G. 0.2 83.70 and posting same to website with Receiver.

02/12/13 5783911 Discuss February 22 hearing with Receiver; gather Fates, Edward G. 0.4 167.40 pleadings for same.

02/13/13 5784783 Review Feathers' letter to IRS. Fates, Edward G. 0.2 83.70

02/14/13 5872231 Emails related to Feathers' pleadings and letters Zaro, David R. 0.3 175.50 (.2); call with SEC (.1).

02/15/13 5791565 Review and evaluate issues concerning upcoming Zaro, David R. 1.6 936.00 hearings; review of reports, letters, and responses; follow up advice to Receiver; prepare for hearing.

02/15/13 5787871 Discuss motions on February 22 calendar with Fates, Edward G. 0.2 83.70 Receiver; send pleadings regarding same to Receiver.






02/16/13 5788543 Review correspondence from M. Feathers. Fates, Edward G. 0.2 83.70

02/19/13 5791662 Several emails and address upcoming hearing Zaro, David R. 0.7 409.50 preparation, including review of pleadings and record (.6); call to Receiver regarding letters and response of Receiver (.1).

02/21/13 5872237 Review of reports and pleadings; meet with Zaro, David R. 0.6 351.00 Receiver to prepare for hearing on Feathers' motions.

02/21/13 5791142 Review further communications from M. Feathers Fates, Edward G. 0.4 167.40 (.2); discuss February 22 hearing with Receiver (.2).

02/22/13 5795005 Review and evaluate pleadings, assess motions of Zaro, David R. 3.9 2,281.50 M. Feathers, Receiver's motions and prepare for hearing (1.0); attend hearing related to Feathers' motions, Receiver's motions and argue same (2.0); several meetings and conference calls following hearings (.9).

02/22/13 5793367 Review further emails from M. Feather (.1 O); Fates, Edward G. 1.1 460.35 discuss same and hearing on M. Feathers' motions with Receiver (.6); review new motions filed by Feathers and discuss same with Receiver (.5).

02/25/13 5872574 Review numerous emails and filings by M. Zaro, David R. 1.8 1,053.00 Feathers, including pleadings, reports to agencies, and assess possible responses (1.3); call with Receiver to address Feathers' threats and filings and responses to same (.4); call with SEC regarding same(.1).

02/25/13 5797679 Review correspondence between M. Feathers and Fates, Edward G. 0.3 125.55 SEC's counsel.

02/26/13 5798011 Review and evaluate emails from Feathers and Zaro, David R. 0.4 234.00 assess relationship to Receiver and response to the same (.3); call and email with Receiver related to response (.1).






02/27/13 5799118 Draft Receiver's declaration related to response to Zaro, David R. 0.7 409.50 Feathers' motion for sanctions against Receiver arising out of credentials.

02/28/13 5872578 Address and revise Receiver's declaration and Zaro, David R. 2.1 1,228.50 follow up with Receiver regarding further revisions.

03/01/13 5805206 Voicemail and emails related to Seaman's Zaro, David R. 0.4 234.00 declaration as to CPA issues and review Feathers' emails and follow up.

03/04/13 5872335 Review, edit and finalize declaration and emails to Zaro, David R. 0.5 292.50 Commission and Receiver regarding same (.4); follow up on CPA/CFA issues and advise Receiver (.1 ).

03/04/13 5803330 Review Feathers' motion for sanctions against Fates, Edward G. 0.8 334.80 Receiver and Receiver's counsel and review draft declaration regarding same (.5); review Feathers' responses to SEC's interrogatories (.3).

03/05/13 5804801 Review further email communications from M. Fates, Edward G. 0.3 125.55 Feathers; review order denying request to defer discovery; discuss same with Receiver.

03/06/13 5805890 Review M. Feathers' request for leave to file further Fates, Edward G. 0.4 167.40 request for attorney fees (.1); review M. Feathers' request to schedule Receiver's deposition; discuss same and strategy regarding deposition with D. Zaro (.3).

03/07/13 5809694 Assess discovery request of Feathers as to Zaro, David R. 0.6 351.00 Receiver and legal advice regarding depositions to client and counsel (.4); further advice as to issues related to deposition and call with Receiver (.2).






03/07/13 5807580 Review communications from Feathers and SEC's Fates, Edward G. 1.0 418.50 counsel regarding depositions, communications with Receiver regarding same, and respond to Feathers with proposed deposition schedule (. 7); review motion filed by Feathers (.1 ); review email communications and amended interrogatory responses from Feathers (.2).

03/08/13 5812911 Several emails regarding discovery and advice to Zaro, David R. 1.4 819.00 Receiver related to deposition and documents (.7); call with SEC as to Receiver's documents and production in discovery of SB Capital and related entity documents (.4); address law firm documents (.3).

03/08/13 5809984 Discuss Receiver's declaration addressing Fates, Edward G. 1.4 585.90 credentials with Receiver and revise same (.9); review latest Feathers' motion regarding claims and communications with Feathers regarding same (.3); review SEC's opposition to Feathers' motion to dismiss (.2); review further emails from Feathers and discuss same with Receiver (.3).

03/09/13 5813221 Review emails from Feathers, DRE issues and Zaro, David R. 1.0 585.00 threats, assess next steps and preliminary injunction order (.4); draft proposed email response to Feathers (.4); call with Receiver related to Feathers' threats (.2).

03/11/13 5813253 Review and assess Feathers' DRE threats and draft Zaro, David R. 1.3 760.50 email related to Receiver's communications (. 7); call with Receiver to address Feathers' communication and response (.3); advice and email regarding discovery issues (.3).






03/11/13 5810755 Review communications from Feathers and SEC's Fates, Edward G. 1.3 544.05 counsel and discuss response to threat of DRE action with counsel (.6); discuss website postings with T. McDonell (.1); assist in drafting email to Feathers regarding DRE threat and future communications (.3); communications with E. Gordon regarding question from SEC's counsel and Feathers issues (.3).

03/13/13 5872351 Call with Receiver re CFA complaint and review of Zaro, David R. 0.9 526.50 CFA complaint and response (.2); address CFA letter, evaluate response and advice to Receiver regarding same (.4); call from SEC regarding discovery issues as to law firm documents (.2); follow up email regarding law firm documents (.1).

03/13/13 5814187 Discuss SEC's request for documents relating to Fates, Edward G. 0.5 209.25 former counsel for SB Capital with D. Zaro; review Feathers' motion to dismiss for failure to join attorneys and accountants.

03/14/13 5816384 Call regarding discovery with Commission and Zaro, David R. 1.8 1,053.00 address attorney documents (.3); review and evaluate motion filed by Feathers regarding lawsuit against Receiver (.4); compose several emails related to lawsuit and motion and meet and confer (.7); call with Receiver related to discovery and attorney/client privilege (.4).

03/14/13 5815359 Review Feathers' motion for leave to sue Receiver, Fates, Edward G. 1.7 711.45 review correspondence from Feathers regarding same, and begin work on motion for order to show cause re contempt (1.1 ); discuss SE C's document requests and review at Receiver's offices with A. Juroe (.4); review SEC's request for attorney-client communications and analysis of privilege issues (.5).






03/15/13 5817996 Work on response to motion to sue Receiver and Zaro, David R. 1.4 819.00 supporting declaration (.4); address legal issues regarding waiver of attorney-client privilege (.3); call with Feathers regarding meet and confer on motion to sue Receiver (.3); call with Receiver to address response to motion regarding lawsuit (.2); address issues regarding documents from attorneys and attorney-client privilege (.2).

03/15/13 5815915 Discuss response to Feathers' motion for leave to Fates, Edward G. 1.2 502.20 sue Receiver and strategy regarding attorney-client privilege issues with counsel and advise Receiver regarding same (.7); review Feathers' lengthy reply regarding his motion to dismiss and supporting declaration and advise Receiver regarding same (.5).

03/18/13 5821642 Review and revise CFA letter and draft content and Zaro, David R. 0.9 526.50 response to inquiry (.4); address emails regarding discovery (.2); calls with Receiver regarding discovery (.1); call related to discovery with Commission (.2).

03/18/13 5818699 Begin work on response to M. Feathers' motion for Fates, Edward G. 2.2 920.70 leave to sue Receiver.

03/19/13 5821652 Work on CFA letter, finalize same, call with Zaro, David R. 1.1 643.50 Receiver regarding same (.4); call and email with Receiver regarding discovery issues (.4); several emails regarding Receiver lawsuit (.3).

03/19/13 5818783 Work on opposition to Feathers' motion for leave to Fates, Edward G. 3.9 1,632.15 sue Receiver (1.2); review order and amended order on Feathers' motions (.4); work on motion for reconsideration/clarification of order (2.1); communications with SEC's counsel regarding Feathers' deposition (.2).






03/20/13 5822812 Call with Receiver related to document production Zaro, David R. 1.6 936.00 and discovery (.3); call to SEC related to discovery requests of Feathers and Commission (.5); work on draft of motion for reconsideration and follow up to revisisions to draft and advice to counsel (.8).

03/20/13 5820164 Review emails from Feathers regarding proposed Fates, Edward G. 5.2 2,176.20 lawsuit and employment of tax person (.2); continue work on motion for reconsideration/clarification of order and supporting declaration (5.2).

03/21/13 5872405 Review and revise draft brief related to lawsuit, Zaro, David R. 1.2 702.00 motion and declaration (.7); email and conference call to advise regarding response to discovery request and documents and letter regarding same (.5).

03/21/13 5822320 Work on motion for reconsideration/clarification and Fates, Edward G. 5.1 2,134.35 supporting declaration from Receiver, discuss same with Receiver, gather emails regarding same, and communications with court regarding hearing schedule (3.8); review motions for administrative relief filed by Feathers, discuss same with Receiver, and begin work on response to same (.8); discuss depositions, document production, and related issues with SEC's counsel (.5).

03/22/13 5825686 Work on discovery issues with Receiver and Zaro, David R. 0.4 234.00 counsel to address production of documents and costs regarding same.

03/22/13 5823503 Work on ex parte application for Fates, Edward G. 2.9 1,213.65 reconsideration/clarification (1.1 ); work on response to Feathers' motion regarding alleged conflict of interest and discuss same with Receiver (1.2); work on response to Feathers' motion regarding disengaging accountants and send to Receiver for review (.6).



09/09/13 14:42:57 PROFORMA STATEMENT FOR MATIER 372456-00002 (General Receivership) 372456-00002



03/25/13 5826860 Review, evaluate and revise draft responses to Zaro, David R. 0.6 351.00 Feathers' motions and administrative issues as to accountants and conflicts (.5); address discovery issues related to document production (.1).

03/25/13 5824996 Discuss responses to Feathers' motions with Fates, Edward G. 2.2 920.70 Receiver and revise responses (1.1 ); review new Feathers' motion (.1); discuss ex parte application regarding reconsideration with Receiver, revise same, and gather additional exhibits (1.0).

03/26/13 5827979 Assess issues related to discovery with Receiver Zaro, David R. 0.6 351.00 and counsel, emails and accounting information (.4); several emails and call with Receiver (.2).

03/26/13 5826287 Finalize ex parte application regarding Fates, Edward G. 1.2 502.20 reconsideration, supporting declaration, exhibits and proposed order, and communications with Receiver regarding same (1.1); review SEC's response to Feathers' motion regarding postponement of deposition (.1 ).

03/27/13 5834173 Review emails and electronic data and address Zaro, David R. 2.7 1,579.50 production of same and attorney-client privilege issue (1.4) call with Receiver related to electronic data production and costs (.4); additional review of emails and documents, follow up to assess approach, and call regarding same (.7); email and call regarding Feathers' filings (.2).

03/27/13 5828296 Review SEC's response to Feathers' motion to Fates, Edward G. 0.2 83.70 dismiss for failure to join outside attorneys and accountants.

03/28/13 5872413 Review and evaluate issues regarding SEC and Zaro, David R. 0.6 351.00 Feathers' document requests, email and means to produce, and calls regarding same.

03/28/13 5830140 Review Feathers' email relating to depositions of Fates, Edward G. 0.1 41.85 Receiver, Boudreau and Hannan.






03/29/13 5834473 Review emails related to discovery dispute, Zaro, David R. 1.7 994.50 Feathers' filings, and assess next steps (.6); call with Receiver and counsel as to discovery and SEC and Feathers' discovery requests (.4); call with SEC regarding discovery issues (.3); several emails to and from Feathers regarding discovery and motions (.4).

03/29/13 5830825 Review Feathers' motions regarding CBB lawsuit Fates, Edward G. 1.1 460.35 and Hannan deposition (.3); review lengthy email from SEC's counsel regarding discovery requests, discuss same with Receiver, respond to SEC's counsel, and discuss status (.8).

04/01/13 5838186 Review discovery issues as to SB Capital and follow Zaro, David R. 0.6 351.00 up with Receiver (.3); review Pahl letter and address response (.1); address additional Commission requests for documents and follow up (.2).

04/01/13 5834936 Brief research regarding same, discuss relevant Fates, Edward G. 1.8 753.30 facts with E. Gordon, and discuss legal issues with counsel (1.1); review Feathers' motion regarding SEC discovery issues (.2); discuss SEC's document requests with SEC's counsel (.3); review SEC's response to Feathers' motion regarding deposition of S. Hannan (.2).

04/01/13 5854411 Research regarding attorney-client privilege as it Bui, Kim A. 3.6 955.80 pertains to an outside consultant, not an employee (2.7); draft memorandum regarding same (.9).

04/02/13 5838219 Address discovery issues in the SB Capital case, Zaro, David R. 1.1 643.50 including review of production and documents and follow up (.7); advise counsel and review regarding attorney-client issues as to discovery (.4).






04/02/13 5835678 Review facts gathered by E. Gordon and legal Fates, Edward G. 1.9 795.15 analysis of attorney-client privilege issue and discuss same with E. Gordon (1.1 ); discuss SEC document requests with SEC's counsel and A. Juroe (.7); discuss ex parte application for reconsideration with SEC's counsel (.3).

04/03/13 5839157 Call with Receiver to address filings as to discovery Zaro, David R. 0.6 351.00 and depositions (.2); review of issues, emails and follow up as to loan files and production of same (.4).

04/03/13 5836752 Review Feathers' motion regarding attorney fees Fates, Edward G. 2.1 878.85 and advise Receiver regarding same (.4); review SEC's joinder to ex parte application for reconsideration (.4); review Feathers' email communications requested by SEC's counsel for attorney-client privilege and discuss same with A. Juroe (1.3).

04/04/13 5839248 Assess further issues raised by SEC regarding Zaro, David R. 0.4 234.00 discovery.

04/04/13 5838058 Discuss document requests from SEC with A. Fates, Edward G. 1.5 627.75 Juroe; review email communications from SEC's counsel; review SB Capital communications involving outside counsel for privilege purposes.

04/05/13 5840860 Review and evaluate issues related to the taxes and Zaro, David R. 0.6 351.00 K-1 (.2); call and draft letter to Pahl regarding tax issue (.3); review emails and call with commissions regarding discovery (.1 ).






04/05/13 5838777 Discuss review of email communications for Fates, Edward G. 1.2 502.20 attorney-client privilege purposes (.2); call from Feathers regarding motion to intervene, ex parte for reconsideration, document requests, and other issues and advise Receiver regarding same (.4); discuss SEC's document requests, pleadings filed by Feathers and related issues with SEC's counsel (.3); review SE C's brief regarding Feathers' motion regarding harassment (.3).

04/08/13 5840354 Call from SEC's counsel regarding attorney-client Fates, Edward G. 0.9 376.65 privilege issue and advise Receiver regarding call (.4); review Feathers' reply regarding conflict and accountant motions and discuss same with Receiver (.6).

04/09/13 5841888 Review SEC's motion to compel videotaped Fates, Edward G. 0.7 292.95 deposition of Feathers and supporting papers (.2); discuss document production and attorney-client privilege issues with counsel and Receiver (.3); prepare letter to M. Feathers enclosing CD of documents produced to SEC (.2).

04/10/13 5843580 Review order on SEC's motion for order shortening Fates, Edward G. 0.1 41.85 time on motion to compel videotaped deposition.

04/11/13 5846964 Review and evaluate email and documents to be Zaro, David R. 1.6 936.00 produced to Commission and Feathers (.8); address filings and issues raised by Feathers and follow up with Receiver (.6); call with Commission regarding discovery (.2).

04/12/13 5845840 Review orders granting reconsideration and denying Fates, Edward G. 0.4 167.40 Feathers' administrative motions; discuss same with Receiver.

04/13/13 5847939 Email as to court orders on motions, assess same Zaro, David R. 0.4 234.00 and advise Receiver.






04/15/13 5847993 Review and evaluate documents to be produced to Zaro, David R. 2.7 1,579.50 SEC per discovery and turnover demand (1.7); follow up review, revise Receiver's report and address legal issues (.6); review emails, pleadings and filings from Court (.4).

04/15/13 5848073 Prepare external hard drives containing Feathers Reid, Rhonda 0.2 53.10 electronic files for review by SEC; create specific slip sheets for various sets of documents for review by SEC.

04/15/13 5847486 Discuss website posting regarding order striking Fates, Edward G. 0.4 167.40 oppositions with Receiver and draft same (.2); review Feathers' reply regarding legal fees (.2).

04/16/13 5851349 Review Feathers' discovery requests and address Zaro, David R. 0.5 292.50 production issues with Ms. Reid related to same and attorney-client privilege.

04/16/13 5848047 Review and redact specific attorney-client privilege Reid, Rhonda 0.2 53.10 information from documents in preparation of production; remove miscellaneous blank pages prior to processing; prepare documents for production to SEC and Feathers.

04/16/13 5848415 Review email from Feathers regarding W-2, discuss Fates, Edward G. 0.9 376.65 same with Receiver and A. Juroe, and draft response to same (1.0); communications with court clerk regarding status of pending motions (.2).

04/17/13 5849177 Discuss Feathers' document requests with A. Juroe Fates, Edward G. 2.5 1,046.25 and advise D. Zaro regarding status (.8); review Pahl's motion to intervene and discuss same with Receiver (.8); emails to and from M. Feathers and N. Feathers regarding W-2 issue and discuss same with Receiver and A. Juroe (.9).






04/18/13 5853956 Emails related to Feathers' document requests and Zaro, David R. 1.1 643.50 demands and advise Receiver regarding response to abusive emails (.4); review documents to be produced to SEC and Feathers and follow up to address attorney-client privilege (.5); address filings by Feathers and Receiver's response to same (.2).

04/18/13 5850723 Communications with A. Juroe regarding W-2 and Fates, Edward G. 0.6 251.10 Paychex issue; email to N. Feathers regarding same (.4); discuss bill from law firm with E. Gordon (.2).

04/19/13 5852544 Email to N. Feathers regarding W-2 issue and Fates, Edward G. 1.0 418.50 discuss same with Receiver (.2); review Feathers' administrative motion regarding Sweet Fingers and Whiskey Junction documents, discuss same with Receiver, and begin work on response to same (.8).

04/22/13 5854221 Review and redact specific documents in Reid, Rhonda 0.2 53.10 preparation of production; prepare documents for production and prepare letters to SEC, Feathers and client producing documents; burn CDs including documents for Feathers.

04/22/13 5853296 Review email from M. Feathers regarding Golden Fates, Edward G. 3.2 1,339.20 State and other records, discuss same with Receiver, and respond to same (.5); draft response to Feathers' administrative motion regarding production of documents and discuss same with Receiver, E. Gordon and A. Juroe (2.1); review email correspondence to and from Feathers regarding Receiver's deposition, Whiskey Junction property and other issues (.3); review Feathers' brief regarding scheduling of M. Feathers' deposition (.3); review order compelling Feathers' deposition and advise Receiver regarding same (.2).

04/23/13 5854701 Finalize response to M. Feathers' administrative Fates, Edward G. 0.6 251.10 motion regarding production of documents.






04/24/13 5856040 Review Feathers' communications regarding Fates, Edward G. 0.1 41.85 financial information and website; check website.

04/24/13 5856313 Review documents gathered by A. Juroe in Fates, Edward G. 2.6 1,088.10 response to Feathers' email request for documents, discuss same with A. Juroe, and draft response (1.7); review Feathers' administrative motion regarding production of financial information, discuss same with Receiver, and draft response thereto (1.9).

04/25/13 5860366 Call to counsel at Commission to address Feathers Zaro, David R. 1.3 760.50 (.4); call to Feathers related to Commission discovery and issues concerning the overall case, including threats to sue Receiver and counsel (.5); call to Receiver regarding accounting, discovery, and threatened litigation (.4).

04/25/13 5857212 Work on response to M. Feathers' motion regarding Fates, Edward G. 3.7 1,548.45 production of post-receivership financial information and discuss same with Receiver (1.2); work on letter responding to Feathers' document requests, discuss same with A. Juroe, discuss document production with R. Reid, finalize and send letter, and email communications with M. Feathers (1.7); address response to Pahl's motion and work on same (.4); discuss attendance at Feathers' deposition and discuss potential areas of questioning with Receiver (.4).

04/26/13 5976702 Meeting with Receiver to review discovery issues, Zaro, David R. 0.5 292.50 demands by SEC and Feathers, and scope of response.

04/26/13 5859245 Obtain and prepare documents for production; Reid, Rhonda 0.2 53.10 prepare cover letter and a copy of the Bates stamped documents for production to Feathers.

04/26/13 5858281 Discuss Feathers' document production issues with Fates, Edward G. 0.3 125.55 R. Reid.






04/28/13 5860397 Communications with SEC's counsel regarding Fates, Edward G. 0.4 167.40 Pahl's motion to intervene (.2); communications with SEC's counsel regarding discovery and attorney-client privilege issues (.2).

04/29/13 5976710 Draft letter to Feathers regarding attorney-client Zaro, David R. 1.4 819.00 communications (.5); review note and pleadings and draft declaration in response to motion to intervene filed by Pahl in order to correct record (.9).

04/29/13 5861353 Discuss response to Feathers' administrative motion Fates, Edward G. 0.9 376.65 regarding post-receivership financial information with Receiver and finalize same (.5); communications with SEC's counsel regarding response to Pahl's motion (.2); communications with SEC's counsel regarding documents produced to Feathers and copy of same (.2).

04/30/13 5865264 Review, revise and finalize declaration in response Zaro, David R. 0.9 526.50 to motion to intervene (.4); email related to discovery (.1 ); call with Receiver regarding discovery (.2); revise letter and follow up regarding attorney-client privilege issues (.2).

04/30/13 5980856 Review and revise letter to Feathers regarding Fates, Edward G. 0.7 292.95 attorney-client privilege and discuss same with D. Zaro (.2); review Receiver's communications with CFA Institute regarding conclusion of inquiry (.2); discuss questions for M. Feathers deposition with Receiver (.3).

05/01/13 5866161 Attend deposition of M. Feathers by SEC's counsel Fates, Edward G. 8.7 3,640.95 and discuss potential questions for M. Feathers with Receiver (8. 7).

05/02/13 5866550 Review SEC and Feathers' responses to Pahl's Fates, Edward G. 0.8 334.80 motion to intervene (.4); review email from Feathers and letter from State Bar closing complaint and discuss Feathers' continued violations of Court orders with D. Zaro (.4).






05/02/13 5866552 Discuss Feathers' deposition with Receiver and E. Fates, Edward G. 0.4 167.40 Gordon.

05/03/13 5867821 Call with SEC's counsel regarding request for Fates, Edward G. 0.5 209.25 documents and call with A. Juroe regarding same (.3); review communications from SEC's counsel concerning depositions (.1 ); review communications from Feathers concerning soliciting funds from investors (.1 ).

05/04/13 5868203 Review communications from M. Feathers and Fates, Edward G. 0.4 167.40 analyze issues regarding Motion to Dismiss and hearing on May 10.

05/06/13 5869031 Communications with A. Juroe regarding SEC's Fates, Edward G. 0.8 334.80 document request and advise SEC's counsel regarding status (.4); analyze issues regarding M. Feathers' motions and hearing on May 10 (.4).

05/07/13 5870730 Communications with A. Juroe and SEC's counsel Fates, Edward G. 1.2 502.20 regarding SEC's document requests (.5); review Feathers' reply regarding administrative motion for financial information and exhibits (.4); review reply regarding motion to intervene filed by Pahl (.3).

05/08/13 5872141 Discuss issues and strategy regarding May 10 Fates, Edward G. 1.1 460.35 hearing with Receiver and counsel (.2); review SEC's subpoenas issued to banks and discuss same with A. Juroe (.3); review Feathers' motions to compel SEC's deposition and to quash Natalie Feathers' deposition (.4); discuss issues regarding Pahl's motion and Feathers' communications with E. Gordon (.2).

05/09/13 5873326 Discuss issues regarding hearing on Feathers' Fates, Edward G. 0.4 167.40 motion to dismiss with Receiver (.2); review SEC's response to Feathers' motion for protective order regarding Natalie Feathers' deposition (.2).






05/10/13 5980896 Attend to additional discovery requests from Zaro, David R. 0.4 234.00 Feathers regarding stock and accounting information and follow up emails.

05/10/13 5875003 Review pleadings and attachments in preparation Fates, Edward G. 8.8 3,682.80 for court hearing and discuss same with Receiver (1.1); travel to and from courthouse in San Jose (4.5); attend hearing on Feathers' motion to dismiss, sale motion and insurance policy termination motion (2.5); meet and confer with SEC's counsel regarding discovery and related issues (.7).

05/13/13 5880092 Review further demands by Feathers for discovery Zaro, David R. 0.5 292.50 (.3); call and email with Receiver related to discovery requests (.2).

05/13/13 5876246 Review order assigning matter to magistrate judge Fates, Edward G. 0.1 41.85 for settlement conference.

05/14/13 5882699 Email and call with counsel and Receiver related to Zaro, David R. 0.9 526.50 Feathers' discovery demands (.4); call to Receiver related to stock certificates (.2); follow up with Commission's discovery demand and subpoenas and address response (.3).

05/14/13 5877206 Review Feathers' Motion for Summary Judgment Fates, Edward G. 0.5 209.25 (.3); communications with court reporter regarding transcript of Feathers' deposition (.2).

05/15/13 5878622 Discuss continued deposition of Feathers with Fates, Edward G. 0.4 167.40 SEC's counsel (.2); review and analyze issues regarding email from Feathers threatening lawsuit against Allen Matkins (.2).

05/17/13 5882143 Review Feathers' motion concerning protective Fates, Edward G. 0.2 83.70 order and sanctions against SEC.

05/18/13 5976731 Address several emails and follow up on discovery Zaro, David R. 0.4 234.00 questions, Feathers' emails and assess response to same.






05/20/13 5885725 Address discovery demands, SEC deposition and Zaro, David R. 1.1 643.50 Receiver deposition (.3); call related to discovery (.2); draft and revise correspondence to Feathers' regarding document requests (.4); review discovery order (.2).

05/20/13 5882705 Review emails from M. Feathers regarding Fates, Edward G. 0.5 209.25 discovery and related issues (.2); review order on Feathers' administrative and ex parte motions and discuss appearance at hearing on June 11 with Receiver (.3).

05/21/13 5885831 Call related to SEC's motion for summary judgment, Zaro, David R. 0.3 175.50 Receiver's declaration and discovery issues.

05/21/13 5883687 Review SEC's response to Feathers' motion Fates, Edward G. 2.1 878.85 regarding protective order (.1); review Feathers' email regarding request for appointment of FRE 706 expert, emails from SEC's counsel regarding same, and analyze issues regarding expert request (.4); review letter to Feathers regarding discovery requests (.1 ); work on administrative motion to appear telephonically at hearing on Feathers' motions (.2); respond to SEC's inquiry regarding documents (.2); work on response to Feathers' motion regarding protective order and filing financial information under seal (1.1 ).

05/22/13 5885310 Finalize response to Feathers' motion regarding Fates, Edward G. 1.3 544.05 protective order and sanctions (.4); review order setting Settlement Conference and advise Receiver regarding same (.2); review Feathers' reply regarding motion for protective order and sanctions (.2); draft administrative motion to appear telephonically at June 11 hearing and proposed order regarding same (.5).






05/23/13 5891588 Address further discovery and accounting issues Zaro, David R. 0.3 175.50 raised by Feathers and assess overall strategy and means to cost-effectively address Feather's requests.

05/23/13 5886620 Communications with Receiver and SEC's counsel Fates, Edward G. 1.5 627.75 regarding summary judgment and disgorgement issues (.2); finalize administrative motion regarding telephonic appearance (.1); review SEC's Motion for Summary Judgment, supporting declarations and exhibits (1.2).

05/24/13 5889278 Review order permitting telephonic appearance. Fates, Edward G. 0.1 41.85

05/25/13 5891626 Review emails and pleadings related to SEC's MSJ Zaro, David R. 0.4 234.00 and follow up with Receiver.

05/28/13 5891886 Review SEC's response to Feathers' Motion for Fates, Edward G. 0.5 209.25 Summary Judgment (.2); review Feathers' Motion to Appoint Expert (.3).

05/29/13 5894503 Review discovery (.2); address discovery motions Zaro, David R. 0.9 526.50 and overall approach to matter (.4); correspondence related to discovery responses (.3).

05/29/13 5892809 Communications with court deputy clerk regarding Fates, Edward G. 0.3 125.55 June 13 settlement conference (.2); analyze issues regarding M. Feathers' discovery requests (.1).

05/30/13 5895270 Several calls and emails related to Feathers' Zaro, David R. 0.7 409.50 discovery (.2); revise draft letter, finalize same and .address Feathers' response (.3); advise Receiver regarding Feathers' new threats (.2).

05/30/13 5893276 Review letter to M. Feathers regarding discovery Fates, Edward G. 0.4 167.40 requests and response from M. Feathers (.2); review Feathers' Motion for Leave to File Motion for Legal Fees (.2).






06/03/13 5898053 Review SEC's motion to compel Feathers to Fates, Edward G. 0.2 83.70 produce documents and administrative motion for OST regarding same.

06/04/13 5899150 Review Feathers' response to SEC's motion to Fates, Edward G. 0.1 41.85 compel document production.

06/05/13 5905362 Address pleadings related to motion to appoint Zaro, David R. 0.9 526.50 expert, Receiver's response, and email advice to counsel (.3); review of Feathers' pleadings related to Motion for Summary Judgment and assess Receiver's response and Feathers' filings regarding exhibits regarding attorney-client privilege (.6).

06/05/13 5899832 Follow up communications with courtroom clerk Fates, Edward G. 1.0 418.50 regarding settlement conference (.2); analyze issues regarding Feathers' motion to appoint expert and discuss same with SEC's counsel (.6); review Feathers' response to SEC's Motion for Summary Judgment (.2).

06/06/13 5905370 Review and evaluate additional filings by Feathers, Zaro, David R. 0.7 409.50 address Receiver's response to same, and advise counsel and Receiver (.4); review of discovery motions, address approach to upcoming discovery motion hearing with magistrate, and advise counsel (.3).

06/06/13 5901683 Communications with courtroom clerk regarding Fates, Edward G. 0.5 209.25 conference call with Judge Cousins (.1); conference call with Judge Cousins, SEC's counsel and SBA's counsel (.4).

06/06/13 5902230 Discuss payment of living expenses approved by Fates, Edward G. 0.4 167.40 Court with Receiver (.2); review SEC's motion to compel Natalie Feathers' deposition (.2).






06/07/13 5905375 Review and evaluate emails from Commission, Zaro, David R. 1.1 643.50 Feathers' emails, address exhibits and Receiver' response to the filings, attorney-client communications, follow up email related to the foregoing.

06/07/13 5903418 Review order shortening time on SEC's motion to Fates, Edward G. 1.0 418.50 compel Feathers' to produce documents (.1 ); review attorney-client communications and other documents produced by Feathers to SEC and analyze issues regarding same (.6); review Feathers' errata to response to MSJ (.1); review SEC's motion for evidentiary sanctions (.2).

06/10/13 5906036 Discuss hearing on M. Feathers' discovery motions Fates, Edward G. 0.4 167.40 with SEC's counsel (.2); review order permitting telephonic appearance at settlement conference and advise Receiver regarding same (.2).

06/11/13 5906051 Review M. Feathers' discovery motions in Fates, Edward G. 3.9 1,632.15 preparation for hearing regarding same (.4); review M. Feathers' filings relating to discovery motions and N. Feathers deposition (.3); review M. Feathers' settlement statement (.2); review SEC's response to M. Feathers' motion to appoint expert (.2); telephonic appearance at hearing on Feathers and SEC's discovery motions (2.3); review M. Feathers' letter to clerk of court (.1 ); review Feathers' response to SEC's motion for evidentiary sanctions (.2); review Feathers' motion regarding further living expenses (.1); review minute order after hearing (.1 ).






06/12/13 5907654 Communications with SEC's counsel regarding Fates, Edward G. 1.7 711.45 June 13 settlement conference (.2); review pleadings and exhibits filed by Feathers and prepare letter to Feathers regarding attorney-client communications (.4); communications with SEC's counsel and locate filings regarding attorney in fact issue (.3); review Feathers' filings regarding protective order, errata and motion to engage expert (.3); draft letter to Feathers regarding attorney-client communications (.5).

06/13/13 5908964 Communications with Receiver and SEC's counsel Fates, Edward G. 1.1 460.35 regarding facts relevant to settlement conference (.4); communications with courtroom clerk regarding settlement conference (.2); review court order on discovery motions (.2); review communications from M. Feathers regarding attorney-client communications (.1); review SEC's reply brief regarding MSJ (.2).

06/18/13 5913807 Review Feathers' motion regarding date of N. Fates, Edward G. 0.4 167.40 Feathers deposition (.2); review SEC's reply regarding sanctions motion (.2).

06/19/13 5914821 Review SEC's document request, discuss same Fates, Edward G. 0.3 125.55 with A. Juroe, and respond to SEC regarding same (.2); review order regarding N. Feathers' deposition schedule (.1 ).

06/20/13 5915732 Discuss SEC's document request with A. Juroe and Fates, Edward G. 0.5 209.25 SEC's counsel (.3); communications with SEC's counsel regarding privileged documents produced by Feathers (.2).

06/21/13 5918023 Review and redact investor documents for potential Kaup, John T. 1.3 274.95 production to SEC.






06/21/13 5916946 Discuss Feathers' production of privileged emails Fates, Edward G. 0.9 376.65 and SEC's request for documents with SEC's counsel and A. Juroe (.5); review documents requested by SEC and discuss same with J. Kaup (.4).

06/24/13 5919507 Review and finalize redaction of documents for Kaup, John T. 1.3 274.95 production to SEC.

06/24/13 5918239 Attention to issues regarding redaction and Fates, Edward G. 0.6 251.10 production of documents requested by SEC's counsel (.4); review documents produced by Feathers to SEC (.2).

06/25/13 5919215 Review correspondence from SEC's counsel Fates, Edward G. 0.9 376.65 regarding documents produced by Feathers (.1); review declaration of Wyatt Allen filed by Feathers (.1 ); review SE C's opposition briefs regarding Feathers' living expenses and protective order regarding bank records (.3); communications with SEC's counsel concerning documents produced by investors/deponents and issues regarding same (.4).

06/26/13 5920372 Review communications and attachments from M. Fates, Edward G. 0.3 125.55 Feathers regarding further motions to dismiss receiver and sanctions (.2); review order regarding hearing on Feathers' living expenses motion (.1 ).

06/27/13 5922747 Travel to San Jose for June 28 hearings on Fates, Edward G. 2.5 1,046.25 summary judgment motions and fee applications.

06/28/13 5923920 Attend hearing on summary judgment motions (2. 7); Fates, Edward G. 5.3 2,218.05 travel from San Jose to San Diego (2.5); review order denying Feathers' enjoinder motion and minute order (.1 ).

07/11/13 5934499 Review Feathers' filing regarding forensic report and Fates, Edward G. 0.6 251.10 request for sanctions and discuss same with Receiver (.4); review Feathers' motion for partial summary judgment (.2).






07/15/13 5937130 Review orders granting SEC's motion to strike N. Fates, Edward G. 0.2 83.70 Feathers' filings and continuing pretrial conference.

07/16/13 5938194 Review minute order regarding SEC's motion for Fates, Edward G. 0.1 41.85 sanctions against Feathers.

07/19/13 5942014 Review M. Feathers' motion for leave to sue Fates, Edward G. 0.5 209.25 Receiver in state court; discuss same with Receiver.

07/22/13 5943774 Communications with SEC's counsel regarding Fates, Edward G. 0.6 251.10 Feathers' motions for partial summary judgment and for permission to sue receiver (.4); review SEC's response to Feathers' motion for partial summary judgment (.2).

07/23/13 5944197 Review communications from M. Feathers (.1); Fates, Edward G. 0.2 83.70 review order denying M. Feathers motion for protective order (.1 ).

07/25/13 5946916 Review communications from N. Feathers. Fates, Edward G. 0.1 41.85

07/29/13 5949045 Work on response to Feathers' request for leave to Fates, Edward G. 4.5 1,883.25 sue Receiver.

07/30/13 5952112 Review and evaluate issues related to potential for Zaro, David R. 0.6 351.00 consent judgment and related issues (.4); call with SEC related to consent judgment (.2).

07/30/13 5950715 Work on response to Feathers' request for leave to Fates, Edward G. 3.4 1,422.90 sue Receiver in state court.

07/30/13 5951497 Research case law regarding libel claims and anti- Swonetz, Josi 5.8 2,035.80 slapp (4.5); draft brief inserts for opposition to Feathers' motion for leave to file lawsuit (1.3).

07/31/13 5952227 Work on response to Feathers' request for leave to Fates, Edward G. 3.2 1,339.20 sue Receiver in state court (2.9); review Feathers' reply regarding partial summary judgment motion (.3).

07/31/13 5952435 Research and draft brief inserts for opposition to Swonetz, Josi 7.5 2,632.50 motion for leave to file lawsuit.





Disbursements for Matter 372456-00002 (General Receivership)

Trans Date Index Type Quantity Amt

01/03/13 1911953 Duplication 60.00 11.40

01/03/13 1916634 Document Search - - Pacer Service 10/01/12 - 12/31/12ALAAM0021- 1.00 42.30 04201



01/08/13 1910403 Federal Express - Invoice No: 214154452 Ship To: Christine Cheski 1.00 12.70

01/08/13 1921359 Audio Conferencing - Two Rivers - 68sd52 Edward (Ted) Fates A 1.00 19.02 19750- Call to: 21 36225555 3239653998 6192331155 7148035884

01/08/13 1921841 Transportation - - Edward G. Fates - Southwest - airfare to San Jose 1.00 372.80 for hearing

01/09/13 1921360 Audio Conferencing - Two Rivers - 68sd52 Edward (Ted) Fates A 1.00 11.31 19750 - Call to: 21 36225555 3239653998 6192331155 9492658403

01/14/13 1912761 Federal Express - Invoice No: 214896423 Ship To: Clerk of the Court 1.00 19.38

01/16/13 1911954 Duplication 260.00 49.40

01/16/13 1914421 Federal Express - - Messenger- Invoice No: 215642615 Ship To: 1.00 19.38 Clerk of the Court

01/16/13 1920856 Nationwide - Other Court Costs USDC/SAN JOSE NORTHERN 1.00 156.50 DISTRICT A 121185

01/17/13 1914422 Federal Express - - Messenger - Invoice No: 215642615 Ship To: 1.00 15.62 Clerk of the Court

01/18/13 1914476 Federal Express - - Messenger - Invoice No: 215667835 Ship To: 1.00 12.17 Judge Edward J Davila






01/18/13 1921842 Transportation - - Edward G. Fates - Yellow Cab - cab fare from 1.00 22.00 airport to courthouse

01/18/13 1921843 Transportation - - Edward G. Fates - Star Cab - cab fare from 1.00 12.00 downtown to airport

01/23/13 1921847 Parking - - Edward G. Fates - Irvine Company - parking at Tom 1.00 13.50 Seaman's office


02/04/13 1923337 Nationwide - - Other Court Costs US DC/SAN JOSE NORTHERN 1.00 115.00 DISTRICT 11 121335

02/19/13 1923034 Duplication 1,445.00 274.55

02/22/13 1923035 Duplication 25.00 4.75


03/22/13 1929915 Duplication 1,482.00 281.58

03/22/13 1932812 Federal Express - - Messenger - Invoice No: 222337574 Ship To: Hon 1.00 15.73 Edward J Davila

03/22/13 1932813 Federal Express - - Messenger - Invoice No: 222337574 Ship To: 1.00 32.43 Mark Feathers


03/25/13 1931337 Duplication 139.00 26.41

03/25/13 1932846 Federal Express - - Messenger - Invoice No: 222362360 Ship To: Hon 1.00 14.98 Edward Davila













04/02/13 1934954 Federal Express - - Messenger - Invoice No: 223069835 Ship To: Ted 1.00 58.51 Fates


04/04/13 1934526 Duplication 105.00 19.95



04/04/13 1939634 Document Search Pacer Service 1/01/13 - 03/31/13"LAAM0021- 1.00 54.50 012013

04/04/13 1939635 Document Search Pacer Service 1/01/13 - 03/31/13"LMM0021- 1.00 7.60 012013

04/05/13 1934524 Duplication 1.00 0.19

04/05/13 1941286 Reprographics (Outside) - CD/DVD 1.00 30.00

04/08/13 1935456 Federal Express - - Messenger - Invoice No: 223809429 Ship To: Ms 1.00 12.37 Alison Juroe






04/10/13 1937220 Federal Express - - Messenger - Invoice No: 224590985 Ship To: 1.00 15.93 Mark Feathers Ship Dt: 04/10/13 Airbill: 799489953605

04/12/13 1937222 Federal Express - - Messenger - Invoice No: 224590985 Ship To: Ted 1.00 12.34 Fates Ship Dt: 04/12/13 Airbill: 799519475841

04/15/13 1935793 Text Editing 0.10 3.00

04/15/13 1937221 Federal Express - - Messenger - Invoice No: 224590985 Ship To: 1.00 12.37 Alison Juroe Ship Dt: 04/15/13 Airbill: 799531951632

04/15/13 1937224 Federal Express - - Messenger - Invoice No: 224590985 Ship To: 1.00 12.34 Clerk of the Court Ship Dt: 04/15/13 Airbill: 799531995013

04/16/13 1937223 Federal Express - - Messenger - Invoice No: 224590985 Ship To: Mr 1.00 15.93 Jason Parsons Ship Dt: 04/16/13 Airbill: 799542229992

04/16/13 1938504 Duplication 368.00 69.92

04/22/13 1938503 Duplication 2.00 0.38

04/22/13 1944237 Nationwide - - Messenger U.S. SEC" 122439 1.00 28.55

04/22/13 1948984 Reprographics (Outside) - CD/DVD 2.00 30.00

04/23/13 1938733 File Conversion - E-Discovery - - Advanced Discovery 1.00 411.11






04/26/13 1940398 Duplication 3.00 0.57






04/26/13 1942647 Transportation - - Edward G. Fates - Southwest Airlines - airfare 1.00 469.80 to/from San Francisco for M. Feathers deposition

04/26/13 1943087 Federal Express - - Messenger - Invoice No: 226077699 Ship To: 1.00 15.93 MARK FEATHERS



04/30/13 1943054 Federal Express - - Messenger - Invoice No: 226059890 Ship To: 1.00 12.37 John Bulgozdy


04/30/13 1943089 Federal Express - - Messenger - Invoice No: 226077699 Ship To: 1.00 12.38 John Berry

04/30/13 1943090 Federal Express - - Messenger - Invoice No: 226077699 Ship To: 1.00 12.38 Michelle Layne

04/30/13 1943091 Federal Express - - Messenger - Invoice No: 226077699 Ship To: Hon 1.00 15.07 Edward Davila

04/30/13 1945365 Duplication 33.00 6.27

05/01/13 1942653 Parking - - Edward G. Fates - San Diego Airport - parking while in San 1.00 28.00 Francisco for M. Feathers' deposition

05/02/13 1949287 Nationwide - - Filing Fees USDC/SAN JOSE NORTHERN DISTRICT 1.00 614.25 A 122608

05/03/13 1943505 Transportation - - Edward G. Fates - Southwest - airfare to/from San 1.00 373.80 Jose for court hearing

05/07/13 1942725 Text Editing 0.70 21.00

05/07/13 1942726 Text Editing 1.40 42.00







05/09/13 1945366 Duplication 185.00 35.15




05/10/13 1945892 Federal Express - - Messenger - Invoice No: 227571704 Ship To: 1.00 12.21 Barry A Smith, Esq

05/10/13 1947173 Document Search - - First American Title Company - UCC, State 1.00 234.00 Federal Tax Liens & Judgments

05/10/13 1952401 Transportation - - Edward G. Fates - Cab from airport to courthouse 1.00 23.10 for hearing

05/10/13 1952403 Parking - - Edward G. Fates - San Diego Airport 1.00 28.00

05/10/13 1952404 Transportation - - Edward G. Fates - Rainbow Cab - cab from 1.00 18.00 courthouse to San Jose Airport after hearing

05/22/13 1948119 Duplication 69.00 13.11


05/22/13 1954940 Nationwide - - Other Court Costs ALLEN, MATKINS, LECK, GAMBLE 1.00 202.00 ET AL " 122863


05/24/13 1949670 Duplication 1,519.00 288.61

05/28/13 1949671 Duplication 21.00 3.99

05/28/13 1951786 Federal Express - - Messenger- Invoice No: 229006109 Ship To: 1.00 12.12 Clerk s Office








05/29/13 1952498 Federal Express - - Messenger - Invoice No: 229729093 Ship To: 1.00 12.12 Clerk s Office

05/30/13 1950473 Text Editing 0.40 12.00

05/31/13 1951963 Text Editing 0.50 15.00

05/31/13 1952499 Federal Express - - Messenger - Invoice No: 229729093 Ship To: 1.00 12.57 Susan Vavak

06/04/13 1953185 Duplication 197.00 37.43

06/07/13 1953186 Duplication 241.00 45.79

06/10/13 1954626 Duplication 72.00 13.68

06/11/13 1966376 Telephonic Court Appearance - U.S. District Court-N.D. California 1.00 86.00 (San Jose) Magistrate Judge Paul Singh Grewal ATed Fates



06/17/13 1954110 Text Editing 0.50 15.00



06/21/13 1965844 Nationwide - Service of Process CALIFORNIA BUSINESS BANK A 1.00 144.90 123279

06/25/13 1956411 Text Editing 0.30 9.00






06/25/13 1960422 Duplication 291.00 55.29

06/25/13 1960979 Transportation - - Edward G. Fates - Southwest Airlines - airfare to 1.00 489.80 and from San Jose, California for June 28 court hearing


06/27/13 1958716 Text Editing 1.00 30.00

06/27/13 1958717 Text Editing 0.10 3.00

06/27/13 1960423 Duplication 1,038.00 197.22

06/27/13 1965846 Nationwide - Other Court Costs ALLEN, MATKINS, LECK, GAMBLE 1.00 153.50 ET AL A 123279


07/04/13 1968018 Document Search Pacer Service 4/1/13 - 6/30/13 ALA AM0021- 1.00 125.50 022013

07/04/13 1968019 Document Search Pacer Service 4/1 /13 - 6/30/13 ALA AM0021- 1.00 0.40 Q22013


07/09/13 1972622 Nationwide - Messenger FIDELITY NATIONAL TITLE COMPANY A 1.00 231.00 123662

07/12/13 1963400 Duplication 783.00 148.77

07 /15/13 1963401 Reprographics (Outside) - Color 1.00 0.25










07/23/13 1967430 Federal Express - - Messenger - Invoice No: 234939144 Ship To: 1.00 17.05 Steven Mutnick

07/23/13 1967431 Federal Express - - Messenger - Invoice No: 234939144 Ship To: 1.00 17.05

07/26/13 1966450 Text Editing 1.30 39.00

07/26/13 1969910 Duplication 424.00 80.56

07/30/13 1969124 Text Editing 0.30 9.00

07/30/13 1976882 Lexis 1.00 45.60

07/31/13 1969664 Text Editing 0.60 18.00

07/31/13 1971279 Federal Express - - Messenger - Invoice No: 236376145 Ship To: 1.00 13.59 Alfred L Rinaldo, Jr

07/31/13 1971280 Federal Express - - Messenger - Invoice No: 236376145 Ship To: 1.00 13.59 Alfred L Rinaldo, Jr

07/31/13 1976883 Lexis 1.00 110.10





Proforma Summary

Total Fees Total Disbursements

Hours 215.00

Amounts 97,392.15

9,092.27



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00003 (Asset Recovery) 372456-00003


Billing Atty: 000313 - Zaro Matter#: 372456-00003 Matter Name: Asset Recovery

Date of Last Billing: Client Name: Seaman, Thomas/Receiver for SBCC; Mark Feathers

Proforma Number Client/Matter Joint Group# 372456-1

Fees for Matter 372456-00003 (Asset Recovery)


01/08/13 5752649 Review MassMutual's response to subpoena and Bui, Kim A. 0.9 238.95 forward same to Receiver.

01/09/13 5868195 Review issues as to MassMutual Insurance, Zaro, David R. 0.4 234.00 approach to cash value, and policy issues.

01/09/13 5750127 Review report on MassMutual insurance policies; Fates, Edward G. 0.6 251.10 discuss same with Receiver and C. Cheski.

01/10/13 5868198 Call related to MassMutual policy and related issues Zaro, David R. 0.3 175.50 regarding cash value and Receiver's assets.

01/11/13 5868199 Review and evaluate several insurance policy Zaro, David R. 0.2 117.00 issues and approach to recovering cash value of the policies.

01/11/13 5752248 Discuss strategy regarding MassMutual insurance Fates, Edward G. 0.5 209.25 policy with C. Cheski; call with Feathers regarding same; review email from Feathers.

01/14/13 5764785 Draft motion for order terminating life insurance Bui, Kim A. 4.9 1,300.95 policy; analysis and review of all life insurance policy information; correspondence with Receiver's office regarding questions about insurance policy; draft declaration of receiver in support of motion.

01/15/13 5754941 Review and revise motion regarding MassMutual Fates, Edward G. 0.4 167.40 insurance policy.






01/16/13 5872194 Address Feathers' insurance policy motion. Zaro, David R. 0.1 58.50

01/16/13 5764795 Draft proposed order (.4); revise declaration and Bui, Kim A. 0.9 238.95 motion (.5).

01/18/13 5764790 Telephone conference with Receiver's office Bui, Kim A. 0.5 132.75 regarding motion for order instructing Feathers to terminate policy (.2); revise declaration and motion in light of telephone conference (.2); coordinate filing (.1 ).

01/25/13 5764565 Review Feathers' opposition to motion regarding Fates, Edward G. 0.5 209.25 termination of MassMutual insurance policy; discuss reply to same with K. Bui.

02/06/13 5795628 Begin drafting reply in support of motion for order Bui, Kim A. 0.4 106.20 instructing Feathers to terminate insurance policy.

02/06/13 5795636 Draft arguments in support of motion for order Bui, Kim A. 1.7 451.35 instructing Feathers to terminate life insurance policy.

02/07/13 5795637 Revisions and edits to motion for order instructing Bui, Kim A. 1.8 477.90 Feathers to terminate life insurance policy (1.0); draft arguments in support of same (.8).

05/07/13 5874106 Review background issues related to Cline funds, Zaro, David R. 0.3 175.50 recovery of assets, accounts, and enforcement of judgment.

05/08/13 5875991 Review further issues related to recovery and Zaro, David R. 0.2 117.00 collection of Cline judgment.

05/15/13 5878333 Communications with M. Feathers regarding Fates, Edward G. 0.4 167.40 termination of MassMutual insurance policy and transfer of cash value to Receiver (.3); send order regarding sale motion to S. Vavak (.1 ).

05/16/13 5882910 Confer as to claim regarding proceeds of account Zaro, David R. 0.3 175.50 and spousal interests related to same versus judgment lien.



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00003 (Asset Recovery) 372456-00003



05/20/13 5883184 Communications with M. Feathers regarding Fates, Edward G. 0.1 41.85 termination of insurance policy pursuant to court order.

05/21/13 5884816 Communications with M. Feathers regarding Fates, Edward G. 0.1 41.85 termination of life insurance policy.

05/24/13 5888965 Communications with A. Juroe and M. Feathers Fates, Edward G. 0.2 83.70 regarding compliance with court order to terminate insurance policy and transfer of cash value to Receiver.

05/28/13 5891953 Communications with M. Feathers regarding Fates, Edward G. 0.1 41.85 termination of life insurance policy.

05/29/13 5892667 Call from M. Feathers concerning termination of Fates, Edward G. 0.1 41.85 insurance policy.

05/30/13 5893694 Discuss insurance policy termination and cash Fates, Edward G. 0.2 83.70 transfer issues with A. Juroe.

06/03/13 5898399 Communications with M. Feathers regarding Fates, Edward G. 0.1 41.85 termination of insurance policy and recovery of cash value.

06/05/13 5899827 Follow up communications with M. Feathers Fates, Edward G. 0.1 41.85 regarding termination of insurance policy.

06/06/13 5902228 Discuss MassMutual insurance policy issues with Fates, Edward G. 0.2 83.70 Receiver.

06/11/13 5906075 Review M. Feathers' fax transmission to Fates, Edward G. 0.1 41.85 MassMutual.

06/17/13 5980991 Communications with S. Vavak and A. Juroe Fates, Edward G. 0.2 83.70 regarding status of insurance policy cancellation and receipt of cash value payment.

06/21/13 5918407 Emails to local Maryland foreclosure counsel Zaro, David R. 0.7 409.50 regarding default, hotel, collection issues, and foreclosure (.4); address engagement and background issues (.3).



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00003 (Asset Recovery) 372456-00003



06/27/13 5981009 Assist with issues relating to 3AM loan. Fates, Edward G. 0.1 41.85

07/01/13 5928559 Review of loan documents related to 3AM LLC Zaro, David R. 2.9 1,696.50 default, foreclosure and collection issues (.2.2); call with counsel in Maryland to address foreclosure on 3AM (.2); address 3AM default with Receiver's office (.1 ); review and evaluate title policy and assess lien priority issues (.4).

07/02/13 5928850 Communications with local Maryland counsel as to Zaro, David R. 1.9 1, 111.50 Patel guaranty and follow up on enforcement issues (.4); review of guaranty documents and assess approach and confession of judgment (.7); follow up on loan default and timing regarding notice of default and availability of letter and call regarding same (.4); address loan defaults with Receiver and advice regarding same (.4).

07/08/13 5981017 Attempts to reach M. Feathers regarding Fates, Edward G. 0.1 41.85 MassMutual insurance policy.

07/09/13 5981025 Review email and attachment from Feathers Fates, Edward G. 0.2 83.70 regarding MassMutual policy and discuss same with D. Clevenger.

07/10/13 5932707 Communications regarding termination of Fates, Edward G. 0.4 167.40 MassMutual policy with D. Clevenger (.3); communications with M. Feathers regarding same (.1).

07/11/13 5934517 Discuss MassMutual insurance policies with S. Fates, Edward G. 0.2 83.70 Vavak.

07/12/13 5981029 Communications with D. Clevenger and M. Fates, Edward G. 0.3 125.55 Feathers regarding MassMutual form to terminate insurance policy .

07/16/13 5938235 Communications with M. Feathers regarding Fates, Edward G. 0.3 125.55 termination of MassMutual insurance policy, discuss same with D. Clevenger.






07/17/13 5981033 Discuss issues regarding MassMutual termination Fates, Edward G. 0.2 83.70 form with D. Clevenger.

07/18/13 5944781 Address MCW/Mudnick loan issues, review loan Zaro, David R. 1.2 702.00 documents, analysis of 1031 exchange issues and Receiver's role regarding same.

07/18/13 5941910 Conference regarding 1031 exchange issue; Henning, Thomas W. 0.5 335.25 telephone conference with Susan Vavak regarding borrower 1031 exchange and Willow Street collateral.

07/18/13 5940574 Communications with S. Vavak regarding Mutnick Fates, Edward G. 0.3 125.55 loan and 1031 exchange issue.

07/19/13 5944758 Review title policies, loan documents, Zaro, David R. 3.7 2,164.50 correspondence and analysis of default, collection and foreclosure issues (1.7); call and advise Receiver as to approach (.5); review and evaluate strategy and advice and correspondence to borrower re 1031 exchange (1.5).

07/19/13 5942040 Communications with M. Feathers and D. Fates, Edward G. 0.2 83.70 Clevenger regarding termination of MassMutual insurance policy.

07/22/13 5945584 Call regarding letter to Mudnick as to loan and Zaro, David R. 0.4 234.00 collection (.2); revise letter and advice to Receiver (.2).

07/23/13 5945639 Review of issues related to defaulted loans and Zaro, David R. 0.3 175.50 recovery and review of cost benefit as to approaches with Receiver.

07/25/13 5949298 Call and emails regarding Mutnik loan default and Zaro, David R. 0.3 175.50 address case background and possible counterclaims.






07/26/13 5949544 Review and evaluate emails and correspondence Zaro, David R. 1.3 760.50 regarding Mutnik, related entity loan, and assess counterclaim (.7); call with counsel for Mutnik regarding issues and loan (.4); email regarding loan default (.2).

07/29/13 5950897 Review of Mutnick emails; follow up advice to Zaro, David R. 0.4 234.00 Receiver's office as to responses and servicing issues.

07/30/13 5951851 Draft and revise letter to counsel for borrowers Zaro, David R. 0.4 234.00 related to loan default.





Proforma Summary

Total Fees

Total Disbursements

Hours 33.10

Amounts 14,827.50

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00004 (Investigation/Reporting) 372456-00004


Billing Atty: 000313 - Zaro Matter#: 372456-00004 Matter Name: Investigation/Reporting



Fees for Matter 372456-00004 (Investigation/Reporting)


01/03/13 5872164 Work on draft outline of report, address content, and Zaro, David R. 0.7 409.50 legal advice on approach to report.

01/03/13 5872174 Create forensic accounting pleading and discuss Fates, Edward G. 0.4 167.40 same with Receiver.

01/04/13 5745171 Work on Receiver's Fourth Interim Report; discuss Fates, Edward G. 3.6 1,506.60 same with Receiver.

01/07/13 5868194 Review draft outline of Receiver report and Zaro, David R. 0.6 351.00 accounting and follow up advice regarding legal issues.

01/08/13 5750562 Review draft of Receiver report and advice to Zaro, David R. 1.6 936.00 counsel on legal issues (.4); conference call related to reports and litigation strategy and Receiver's approach (1.2).

01/09/13 5752002 Work on legal issues regarding Receiver's report, Zaro, David R. 1.0 585.00 narrative and revise same (.7); call with Receiver regarding report and approach to accounting and legal issues related to same (.3).

01/10/13 5872181 Call re Receiver's report. Zaro, David R. 0.2 117.00

01/10/13 5751188 Discuss Receiver's Fourth Interim Report with E. Fates, Edward G. 0.2 83.70 Gordon.






01/11/13 5753449 Calls with counsel and call with Receiver to address Zaro, David R. 0.6 351.00 cash value and legal issues regarding third possible subpoena (.2); work on legal issues regarding Receiver's report (.4).

01/11/13 5752498 Discuss status, legal issues and strategy regarding Fates, Edward G. 0.7 292.95 accounting report and interim report with E. Gordon and Receiver.

01/12/13 5752668 Review and revise Receiver's initial draft of Fates, Edward G. 3.4 1,422.90 accounting report; discuss same with D. Zaro.

01/13/13 5753799 Work on the Receiver's report issues, assess Zaro, David R. 1.6 936.00 draft/legal issues raised by fact findings in forensic accounting, and advice to counsel/Receiver re same (1.6).

01/15/13 5757212 Review and revise Receiver's report to address Zaro, David R. 2.8 1,638.00 description of legal issues, workout, negotiations, status as to construction loan, and defaulted loans (.9); work on draft section of Receiver's report (.9); work on forensic accounting section of Receiver's report to address legal issues, including call with Receiver (1.0).

01/15/13 5754853 Continue work on interim report, discuss facts for Fates, Edward G. 7.2 3,013.20 same with E. Gordon, and discuss interim report with SEC's counsel (5.0); work on forensic accounting report (5.2).

01/16/13 5872190 Call and emails related to Receiver's report; advice Zaro, David R. 0.4 234.00 to Receiver as to possible legal issues.

01/16/13 5756283 Prepare errata to report and discuss same with Fates, Edward G. 0.4 167.40 Receiver.

01/17/13 5757516 Review Feathers' response to preliminary forensic Fates, Edward G. 0.4 167.40 accounting report.

01/21/13 5762836 Address issues as to additional forensic accounting; Zaro, David R. 0.4 234.00 follow up with Receiver regarding timing.






01/22/13 5872198 Address issues related to notice and advice to Zaro, David R. 0.3 175.50 Receiver regarding posting and service.

01/22/13 5760035 Review Feathers' opposition to Fourth Interim Fates, Edward G. 1.4 585.90 Report; discuss same with Receiver (.5); review Feathers' amended opposition to preliminary forensic accounting report; discuss same with Receiver (.5); review Natalie Feathers' declaration regarding preliminary forensic accounting report and forward same to Receiver (.4).

01/23/13 5762367 Discuss N. Feathers' declaration regarding Fates, Edward G. 0.2 83.70 Preliminary Forensic Accounting Report with Receiver.

01/24/13 5766033 Review Feathers and Feathers' wife's responses to Zaro, David R. 0.8 468.00 reports and assess same and possible reply (.5); conference with Receiver and legal advice as to possible response and reply (.3).

01/28/13 5766979 Review issues as to Receiver's response to Zaro, David R. 0.3 175.50 Feathers' objections to reports and advice to Receiver regarding same.

01/28/13 5766401 Review and revise Receiver's response to Feathers' Fates, Edward G. 1.8 753.30 opposition to Fourth Interim Report.

01/29/13 5772405 Review and evaluate draft responses to opposition Zaro, David R. 0.5 292.50 filings as to Receiver's report and follow up to advise counsel regarding sales.

01/29/13 5766402 Review and revise Receiver's response to Feathers' Fates, Edward G. 4.7 1,966.95 opposition to Fourth Interim Report and discuss same with E. Gordon (2.5); review and revise Receiver's response to Feathers' opposition to Preliminary Forensic Accounting Report (2.2).

01/31/13 5872210 Further address opposition of Feathers to Zaro, David R. 0.3 175.50 Receiver's report and advice regarding same.






01/31/13 5769645 Work on Receiver's responses to N. Feathers' Fates, Edward G. 3.6 1,506.60 declaration regarding Preliminary Forensic Accounting Report and Feathers' opposition to Fourth Interim Report.

02/01/13 5775624 Work on issues related to responses to accounting, Zaro, David R. 0.5 292.50 including emails and letters from Feathers.

02/01/13 5774111 Work on response to N. Feathers declaration Fates, Edward G. 2.5 1,046.25 regarding Preliminary Forensic Accounting Report and discuss same with Receiver and E. Gordon (2.3); review correspondence from M. Feathers (.2).

02/04/13 5774748 Review correspondence between M. Feathers and Fates, Edward G. 0.2 83.70 SEC's counsel.

02/06/13 5779085 Review Feathers' brief regarding ex parte motion Zaro, David R. 0.6 351.00 and call with counsel and Receiver regarding response to brief (.4); call with Receiver regarding report and accounting (.2).

02/14/13 5872220 Call with Receiver as to next steps in investigation Zaro, David R. 0.4 234.00 of third party claims, forensic accounting, and attorney malpractice claim issues.

02/21/13 5872235 Work on the issues as to various investor letters Zaro, David R. 0.5 292.50 and call with Receiver regarding same.

02/28/13 5872582 Call with SEC as to case and discovery issues (.2); Zaro, David R. 0.5 292.50 follow up on discovery and accounting issues and advice to Receiver regarding same (.3).

03/04/13 5872336 Assess legal issues related to final accounting. Zaro, David R. 0.3 175.50

03/04/13 5803814 Review email from SEC's counsel regarding loans Fates, Edward G. 0.5 209.25 and REO property and review Receiver's report and discuss same with E. Gordon.

03/13/13 5872352 Address issues regarding accounting, analysis of Zaro, David R. 0.4 234.00 emails as to accounting issues and transfers, and advice to Receiver related to reporting.






03/14/13 5815030 Work on letter to former counsel for SB Capital Fates, Edward G. 0.8 334.80 regarding turnover of files.

03/14/13 5980955 Discuss documents produced by Doss law firm with Fates, Edward G. 0.3 125.55 S. Vavak.

03/21/13 5872404 Call with Receiver related to case, approach to Zaro, David R. 0.4 234.00 forensic accounting report, emails from pleadings filed by Feathers and advice regarding response to same.

03/25/13 5825002 Discuss document request to former counsel for Fates, Edward G. 0.8 334.80 Small Business Capital, LLC with S. Vavak; calls and emails with former counsel regarding same.

03/26/13 5826108 Calls with M. Teckler and SSA's counsel regarding Fates, Edward G. 0.9 376.65 documents relating to SBC acquisition of lending authority and advise S. Vavak regarding status (.7); follow up communications with Stein & Lubin firm regarding documents requested (.2).

03/27/13 5828358 Discuss Stein & Lubin documents with Receiver; Fates, Edward G. 0.2 83.70 follow up communications with M. Lubin regarding same.

03/27/13 5872429 Draft and send document request relating to SBA Fates, Edward G. 0.4 167.40 lending authority to SBA counsel.

03/28/13 5872414 Address work and investigation related to legal Zaro, David R. 0.3 175.50 issues regarding Receiver's final accounting report.

03/29/13 5872435 Follow up communications with SBA counsel. Fates, Edward G. 0.2 83.70

04/04/13 5837312 Communications with Stein & Lubin regarding Fates, Edward G. 0.3 125.55 production of additional documents.

04/05/13 5839291 Review inventory of documents received from Stein Fates, Edward G. 0.4 167.40 & Lubin; discuss same with Receiver and A. Juroe.






04/08/13 5842195 Review of issues related to interim report and follow Zaro, David R. 0.4 234.00 up with Receiver and counsel regarding same (.3); call to Pahl related to report, Receiver and tax issues (.1).

04/08/13 5840175 Work on Receiver's Fifth Interim Report and discuss Fates, Edward G. 1.6 669.60 same with Receiver.

04/11/13 5844775 Communications with SSA's counsel and S. Vavak Fates, Edward G. 1.1 460.35 regarding production of PSA for lending authority; discuss same with W. Hatem and auditor.

04/15/13 5847491 Work on Receiver's Fifth Interim Report; Fates, Edward G. 4.3 1,799.55 communications with E. Gordon regarding same; draft proposed order; review exhibit.

04/16/13 5848435 Communications with Wertz & Company regarding Fates, Edward G. 0.4 167.40 information from SBA for audit (.2); communications with Stein & Lubin regarding documents produced for report (.2).

04/17/13 5853876 Review and evaluate attorney-client issues as to Zaro, David R. 0.6 351.00 reporting and investigation as to Feathers (.4); emails as to accounting issues and follow up with Receiver regarding same (.2).

04/22/13 5853658 Communications with SSA's counsel regarding Fates, Edward G. 0.2 83.70 documentation relating to lending authority.

04/24/13 5857387 Review and evaluate emails related to discovery, Zaro, David R. 0.9 526.50 accounting and respond to same (.4); review pleadings from Feathers and follow up to advise Receiver regarding discovery and accounting (.3); review letters and other filings and confer with Receiver regarding subpoenas needed for accounting (.2).






04/26/13 5860420 Call with counsel and Receiver related to report, Zaro, David R. 1.2 702.00 Feathers' emails and accounting issues (.4). Address discovery demand and letter related to same (.2). Review accountant information, emails/declaration re accounting, assess legal implications re receivership (.6).

04/29/13 5862311 Revise letter to Feathers (.4); address K-1 s and Zaro, David R. 0.8 468.00 accounting with Receiver (.4).

04/30/13 5862108 Review Feathers' lengthy opposition to Fifth Interim Fates, Edward G. 0.9 376.65 Report and discuss same with Receiver and E. Gordon.

04/30/13 5980857 Discuss letter to Stein & Lubin with D. Zaro (.1); Fates, Edward G. 0.2 83.70 review response from M. Lubin (.1).

05/02/13 5867501 Review filings and follow up with Receiver (.2); call Zaro, David R. 0.6 351.00 with Feathers related to possible lawsuit against Receiver (.2); call with Commission counsel related to discovery (.2).

05/03/13 5869881 Review and evaluate emails from Feathers and Zaro, David R. 0.6 351.00 counsel (.2); call with Commission regaridng Feathers and hearings (.1); work on responses to emails and address legal issues as to additional threats (.3).

05/06/13 5870000 Communications with former counsel for SBC, LLC Fates, Edward G. 0.2 83.70 regarding SBA lending authority documents.

05/07/13 5874038 Emails related to CFA and Feathers Zaro, David R. 0.5 292.50 defaming/slander with regard to Receiver (.3); call with Receiver to address CFA claims and emails regrding same (.2).

05/09/13 5872959 Communications with former counsel for SBC, LLC Fates, Edward G. 0.1 41.85 regarding SBA lending authority documents.






05/15/13 5882815 Advice to Receiver regarding SEC discovery and Zaro, David R. 0.7 409.50 legal issues regarding subpoenas (.3); follow up with Receiver related to IRS, reporting and K-1 issues (.2); call with SEC regarding discovery (.2).

05/17/13 5882974 Emails regarding discovery with Feathers (.2); Zaro, David R. 0.3 175.50 emails and legal advice to Receiver related to discovery (.1).

05/17/13 5882108 Communications with former counsel for SBC, LLC Fates, Edward G. 0.2 83.70 regarding production of documents.

05/18/13 5885667 Call from Receiver related to accounting and legal Zaro, David R. 0.2 117.00 issues.

05/21/13 5884585 Discuss forensic report with Receiver (.2); assist in Fates, Edward G. 0.6 251.10 drafting same (.4).

05/22/13 5884999 Communications with former counsel for Fates, Edward G. 1.1 460.35 receivership entities regarding production of legal files (.3); advise S. Vavak regarding same (.2); prepare and email letter to former counsel regarding same (.6).

05/23/13 5886606 Communications with former counsel for Fates, Edward G. 0.3 125.55 receivership entities regarding production of legal files.

05/27/13 5891639 Review and evaluate issues related to K-1's, other Zaro, David R. 0.4 234.00 tax issues, and possible need for reserves to address taxes; advise counsel.

05/31/13 5897445 Several emails and calls regarding forensic Zaro, David R. 0.4 234.00 accounting, report and associated legal issues.

05/31/13 5894564 Review documents produced by former counsel for Fates, Edward G. 0.5 209.25 Small Business Capital, LLC; discuss same with S. Vavak.






06/10/13 5907904 Review of discovery issues and advice to counsel Zaro, David R. 0.7 409.50 regarding hearing preparation (.3); review of additional filings, attorney-client privilege issues, and advice to Receiver regarding same (.4).

06/12/13 5908440 Discuss forensic report issues with Receiver. Fates, Edward G. 0.2 83.70

06/18/13 5915591 Work with Receiver on Receiver's report and Zaro, David R. 0.7 409.50 accounting to address narrative and advice to Receiver (.5); call with Receiver regarding report (.2).

06/20/13 5916883 Call with Receiver to address forensic accounting Zaro, David R. 0.4 234.00 report (.2); emails regarding Feathers' refusal to cease production of attorney-client privilege documents and advice to Receiver (.2).

06/20/13 5915565 Discuss status and work on forensic accounting Fates, Edward G. 0.2 83.70 report with Receiver.

06/21/13 5917315 Discuss forensic report with Receiver; begin work Fates, Edward G. 2.2 920.70 on reviewing revising forensic report.

06/22/13 5917673 Review and revise draft forensic accounting report; Fates, Edward G. 6.2 2,594.70 discuss same with Receiver.

06/24/13 5919494 Review and revise draft of final accounting report of Zaro, David R. 1.1 643.50 Receiver.

06/24/13 5918270 Work on Receiver's forensic report; discuss same Fates, Edward G. 3.2 1,339.20 with Receiver.

06/25/13 5921884 Work with counsel to address Receiver's accounting Zaro, David R. 0.6 351.00 and advise regarding same (.3); emails from Feathers and follow up with Receiver regarding same (.3).

06/26/13 5920422 Work on Forensic Accounting Report; discuss same Fates, Edward G. 6.6 2,762.10 with Receiver.

06/27/13 5921763 Work on Forensic Accounting Report; discuss same Fates, Edward G. 5.1 2,134.35 with Receiver.






07/02/13 5928858 Address additional discovery filings and pleadings Zaro, David R. 1.4 819.00 (.3); follow up on Receiver's accounting and report as to net winners and possible claims as to recovery with regard to potential third party litigation (1.1 ).

07/08/13 5931781 Review and evaluate emails and pleadings from the Zaro, David R. 0.4 234.00 Feathers related to accounting responses and follow up call with Receiver.

07/08/13 5930665 Review N. Feathers' response to Forensic Fates, Edward G. 0.4 167.40 Accounting Report.

07/09/13 5931704 Review N. Feathers' amended opposition to forensic Fates, Edward G. 0.5 209.25 report (.2); review SEC's administrative motion to strike same (.1 ); discuss Sixth Interim Report with S. Vavak (.2).

07/10/13 5933203 Work on Sixth Interim Report on Receiver's Fates, Edward G. 1.8 753.30 activities (1. 7); review N. Feathers withdrawal of oppositions to forensic report (.1 ).

07/11/13 5934525 Discuss Sixth Interim Report with Receiver and S. Fates, Edward G. 0.3 125.55 Vavak.

07/15/13 5936532 Review S. Vavak's edits to interim report; discuss Fates, Edward G. 0.5 209.25 interim report with Receiver.

07/17/13 5941258 Review and revise draft report of Receiver and Zaro, David R. 0.8 468.00 advice as to same (.4); advise counsel and Receiver regarding Feathers' emails and SEC email as to report (.4).

07/17/13 5938830 Gather information for Sixth Interim Report; discuss Fates, Edward G. 0.5 209.25 same with Receiver.

07/19/13 5944766 Review draft of report and advice to counsel and Zaro, David R. 0.4 234.00 Receiver (.2); review of Feathers' motions to sue Receiver and advice to counsel and Receiver regarding same (.2).

07/20/13 5942656 Work on Receiver's Sixth Interim Report. Fates, Edward G. 2.6 1,088.10




Trans Date

07/22/13

07/22/13

07/23/13

07/23/13

07/24/13

07/25/13

07/25/13

07/26/13

Index

5945590

5943428

5945631

5944384

5945968

5949273

5946904

5949538


Description of Service Rendered Timekeeper

Review and evaluate draft report, revise document Zaro, David R. and advice to counsel (.2); advice to Receiver regarding report, draft revisions to narrative, advice to counsel (.5).

Work on Receiver's Sixth Interim Report. Fates, Edward G.

Several emails as to Feathers matter and claims as Zaro, David R. to accounting by the Feathers; follow up with Receiver regarding same.

Finalize Receiver's Sixth Interim Report. Fates, Edward G.

Review consulting agreement, discuss same with S. Fates, Edward G. Vavak, and provide comments regarding same (1.4); attention to posting of interim report/redaction issue (.2).

Emails related to accounting, assess claims and Zaro, David R. issues raised by the Feathers (.3); call with Receiver regarding response to issues raised by the Feathers and K-1 returns (.2); call and email as to Coast revenue (.1); email to the Feathers (.2).

Discuss consulting agreement with S. Vavak; revise Fates, Edward G. same.

Advice to Receiver related to accounting and claims Zaro, David R. (.1); review Coast figures with claimant and Receiver and email and calls regarding same (.3).

Hours Fees

0.7 409.50

1.6 669.60

0.3 175.50

0.2 83.70

1.6 669.60

0.8 468.00

0.4 167.40

0.4 234.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00004 (Investigation/Reporting) 372456-00004

Proforma Summary


Hours 113.60


Amounts 52,919.55

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00005 (Investor Communications) 372456-00005


Billing Atty: 000313 - Zaro Matter#: 372456-00005

Date of Last Billing: 08-20-2013

Proforma Number ClienUMatter Joint Group# 372456-1

Fees for Matter 372456-00005 (Investor Communications)

Trans Date Index Description of Service Rendered

01/22/13 5868188 Review Gilroy letter to Feathers.

01/25/13 5763990 Discuss response to investor inquiry with E. Gordon.

01/25/13 5764373 Review letter from investor 0. Barron filed with court.

01/29/13 5772685 Review letter from Feathers to investors and advise regarding Receiver response and strategy as to misrepresentations and follow up.

01/29/13 5766792 Review letter sent to investors by M. Feathers.

01/31/13 5769765 Review lengthy letter from M. Feathers to investors; review email communications with M. Feathers and J. Fougner.

02/01/13 5773886 Review letter filed by investor Slocum and forward same to E. Gordon (.2); review Feathers' letter to investors and forward same to E. Gordon (.2).

02/04/13 5774875 Review letters filed with court by investor Morales and borrower 349 First Street; discuss same with E. Gordon and S. Vavak.

02/06/13 5777927 Forward investor letters filed with court to E. Gordon.

02/07/13 5778109 Review investor letters filed with the court.

Matter Name: Investor Communications

Client Name: Seaman, Thomas/Receiver for SBCC; Mark Feathers

Timekeeper

Fates, Edward G.

Fates, Edward G.

Fates, Edward G.

Zaro, David R.

Fates, Edward G.

Fates, Edward G.

Fates, Edward G.

Fates, Edward G.

Fates, Edward G.

Fates, Edward G.

Hours

0.2

0.2

0.1

0.3

0.2

0.4

0.4

0.7

0.1

0.2

Fees

83.70

83.70

41.85

175.50

83.70

167.40

167.40

292.95

41.85

83.70






02/11/13 5782679 Review investor letters filed with the court; discuss Fates, Edward G. 0.4 167.40 same with E. Gordon.

02/12/13 5784243 Review letters filed with the court by investors and Fates, Edward G. 0.3 125.55 forward same to E. Gordon.

02/13/13 5784696 Advise Receiver and E. Gordon regarding Fates, Edward G. 0.8 334.80 communications with investors and M. Feathers (.4); review letters filed with the court by investors and N. Feathers (.4).

02/14/13 5785527 Discuss investor letters filed with Court with Fates, Edward G. 0.6 251.10 Receiver; review emails from M. Feathers; review lengthy email from SEC's counsel regarding investor letter.

02/15/13 5787027 Review further emails from M. Feathers regarding Fates, Edward G. 0.5 209.25 website and communications from R. Gilroy (.1 ); review non-investor letters filed with court (.2); discuss website issue with Receiver (.2).

02/17/13 5791607 Several emails to and from Receiver (on 02/16, Zaro, David R. 0.9 526.50 02/17) related to investor letters, related response to investor communications and legal issues regarding same.

02/19/13 5789134 Review lengthy letter and exhibits filed by R. Gilroy. Fates, Edward G. 0.3 125.55

02/21/13 5792348 Review investor letters and discuss same with E. Fates, Edward G. 0.3 125.55 Gordon.

02/22/13 5793536 Review further letters from investors. Fates, Edward G. 0.2 83.70

03/12/13 5812447 Review and forward investor communications to E. Fates, Edward G. 0.2 83.70 Gordon.

03/20/13 5823638 Call from investor Tang. Fates, Edward G. 0.2 83.70

03/21/13 5823316 Review letter filed with Court by investor Connors. Fates, Edward G. 0.1 41.85

04/01 /13 5834934 Review letter from investor Pahl and discuss same Fates, Edward G. 0.4 167.40 with Receiver.






04/04/13 5837942 Review letter filed by investor Corcoran. Fates, Edward G. 0.1 41.85

04/09/13 5841719 Review letter filed with court by investor. Fates, Edward G. 0.1 41.85

05/08/13 5872792 Review emails from investors. Fates, Edward G. 0.1 41.85

05/09/13 5873198 Review Feathers' letters to investors. Fates, Edward G. 0.2 83.70

05/10/13 5980897 Review investor letters, responses and Feathers Zaro, David R. 0.3 175.50 emails and letters regarding investors.

05/21/13 5883808 Call from investor Levin regarding Proof of Claim Fates, Edward G. 0.2 83.70 and related issues.

05/25/13 5891623 Review emails and letters from investors and Zaro, David R. 0.7 409.50 address issues and Receiver's responses to same (.4); edit and advise related to investor emails and letters and follow up thereon (.3).

05/27/13 5890840 Review emails and letters from investors Gilroy and Fates, Edward G. 0.2 83.70 Pahl.

06/03/13 5905327 Review emails and advice and email to Receiver; Zaro, David R. 0.4 234.00 revise response to emails from investors and advice regarding investor communications.

06/18/13 5912676 Respond to inquiry from investor Hugger. Fates, Edward G. 0.2 83.70




Proforma Summary

Total Fees

Total Disbursements

Hours

10.50


Amounts 4,827.15

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00006 (Sale of Assets/Disposition) 372456-00006


Billing Atty: 000313 - Zaro Matter#: 372456-00006 Matter Name: Sale of Assets/Disposition



Fees for Matter 372456-00006 (Sale of Assets/Disposition)


01/02/13 5743471 Review communications with CBB's counsel Fates, Edward G. 0.1 41.85 regarding Peninsula Air loan.

01/03/13 5764835 (Bay Road Loan) Review email from Tom Seaman Klokow, Anne E. 0.1 55.35 to borrower and borrower's reply.

01/04/13 5745476 Review emails relating to Peninsula Air loan and Fates, Edward G. 0.3 125.55 California Business Bank; discuss same with E. Gordon.

01/09/13 5764870 (Bay Road Construction Loan) review reply from Klokow, Anne E. 1.0 553.50 Borrower regarding draft loan modification and status of delivery of construction related due diligence items and change in position regarding lender's participation interest; several emails with S. Vavak regarding same.

01/09/13 5750158 Communications with E. Gordon regarding meeting Fates, Edward G. 0.1 41.85 with CBB.

01/10/13 5872179 Work on legal issues related to Bay Road Zaro, David R. 0.2 117.00 construction loan.

01/10/13 5764872 (Bay Road Construction Loan) Review draft email Klokow, Anne E. 1.2 664.20 response prepared by S. Vavak to borrower's reply to draft loan modification and timing for delivery of requested checklist items; prepare revisions to draft response to borrower's letter.






01/10/13 5751356 Discuss CBS meeting with E. Gordon. Fates, Edward G. 0.1 41.85

01/11/13 5752299 (Bay Road Construction Loan) Review and revise Klokow, Anne E. 1.7 940.95 draft email to borrower responding to borrower's correspondence regarding draft loan modification and delivery of an updated budget and various other construction related items requested by Receiver required in order to assess further fundings; telephone call with S. Vavak regarding same.

01/14/13 5756584 Address construction contract and loan and issues Zaro, David R. 1.6 936.00 affecting closing of loan and follow up with Receiver (.4); work on loan default issues as to several matters, loan and address legal remedies (.4); review of issues with Receiver related to Bay Road matter (.1); analysis of construction loan documents to address default and remedies as to Bay Road (.7).

01/14/13 5754577 (Bay Road Loan) Review and analyze foreclosure in Klokow, Anne E. 0.2 110.70 light of borrower's responses to draft loan modification agreement and failure to provide requested construction items.

01/16/13 5872192 Advice regarding construction loan and follow up Zaro, David R. 0.4 234.00 with counsel regarding same.

01/17/13 5981085 Call related to Bay Road construction contract Zaro, David R. 0.7 409.50 default and enforcement issues and follow up call regarding same.

01/17/13 5761165 (Bay Road Construction Loan) Call with S. Vavak Klokow, Anne E. 1.4 774.90 and D. Zaro regarding status of loan modification and delivery of checklist items and existing defaults for purposes of preparing a demand letter to borrower; review loan documents regarding potential defaults and email from S. Vavak listing existing defaults and conditions for advances not complied with.






01/18/13 5762669 Review issues as to Bay Road contracts and loan Zaro, David R. 1.4 819.00 documents (.6); work on loan default issues, review of loan documents, and draft letter regarding notice of default (.8).

01/19/13 5762822 Address Bay Road with Receiver and email from Zaro, David R. 0.2 117.00 Mr. Feathers.

01/21/13 5762837 Review and evaluate sale of license concerning SB Zaro, David R. 0.4 234.00 Capital.

01 /23/13 5765925 Work on default issues as to Bay Road and draft Zaro, David R. 1.3 760.50 default letter to borrower (.9); advice regarding default issues to loans and possible foreclosure action (.4).

01/23/13 5764814 (Bay Road) Several calls with S. Vavak regarding Klokow, Anne E. 0.6 332.10 demand letter; draft demand letter and review existing loan documents regarding existing defaults.

01/23/13 5762366 Meeting with California Business Bank to discuss Fates, Edward G. 3.1 1,297.35 loans, receiverships, participation agreement and related issues (.8); travel to and from meeting (2.2); discuss Bay Road loan with S. Vavak (.1 ).

01/24/13 5766248 Work on issues as to default, recovery, and strategy Zaro, David R. 0.8 468.00 as to Bay Road (.3); work on default letter and revise letter regarding same (.4); call to provide advice to Receiver regarding default (.1 ).

01/24/13 5764819 (Bay Road Construction Loan) Continue to draft Klokow, Anne E. 1.6 885.60 demand letter and review existing loan documents to prepare same; email to client regarding default letter.

01/24/13 5762900 Call from former counsel for SBC regarding interest Fates, Edward G. 0.2 83.70 in SBA license and loan portfolio.

01/25/13 5766931 Address issues and potential litigation arising out of Zaro, David R. 0.4 234.00 Bay Road loan transaction and advise as to letter and default; email regarding same.






01/25/13 5764823 (Bay Road Construction Loan) Review email from Klokow, Anne E. 2.2 1,217.70 Susan Vavak regarding comments on demand letter; review loan documents regarding default interest and requirements for delivering financial information for borrower and guarantor, manner of giving demand notice and other issues pertinent to demand letter; revise draft demand letter and email to client regarding same; several calls with S. Vavak regarding demand letter.

01/28/13 5766985 Work on default issues as to Peninsula Air Zaro, David R. 0.6 351.00 Condition and legal advice as to real and personal property foreclosure (.4); further advice on legal issues as to guaranty enforcement (2).

01/29/13 5772435 Review emails as to Bay Road default and follow up Zaro, David R. 0.4 234.00 to advise on legal issues and possible defense to foreclosure and guaranty.

02/01/13 5802499 (Bay Road) Review and reply to email from S. Klokow, Anne E. 0.2 110.70 Vavak regarding title company's questions regarding ability to record NOD based on nature of defaults and review default letter regarding same.

02/04/13 5775777 Several calls and emails as to loan defaults, Zaro, David R. 0.6 351.00 including, but not limited to, Bay Road and address notice of default issues.

02/04/13 5795724 (Bay Road Construction Loan) Review email from Klokow, Anne E. 0.6 332.10 S. Vavak regarding NOD; call with David Bark regarding preparation of NOD and basis of monetary default arising under demand note; email and call with S. Vavak regarding same (.5); review letter from borrower to court and email from client regarding same and need to file response with court (.1 ).






02/05/13 5779014 Address Bay Road default, notice of default issues Zaro, David R. 0.7 409.50 and advice on legal basis regarding foreclosure (.3); email and call with counsel as to foreclosure and notice of default timing regarding same (.4).

02/07/13 5778090 Communications with E. Gordon regarding Fates, Edward G. 0.2 83.70 Peninsula Air documents.

02/08/13 5780492 Review Peninsula Air documents and discuss same Fates, Edward G. 0.4 167.40 with E. Gordon.

02/11/13 5785198 Call regarding Peninsula Air default (.2); review and Zaro, David R. 1.3 760.50 evaluate loan default issues as to Bay Road (.4); review of loan documents and assess possible legal and bankruptcy issues following default and advice to Receiver regarding same (.7).

02/12/13 5786443 Address issues as to loan default regarding Zaro, David R. 0.4 234.00 Peninsula Air and advise regarding legal strategy to address defaults.

02/12/13 5784154 Discuss Rampur loan issue with Receiver and E. Fates, Edward G. 0.5 209.25 Gordon (.3); discuss Peninsula Air loan, default, enforcement with counsel (.2).

02/13/13 5872218 Review several documents and emails to address Zaro, David R. 0.7 409.50 legal issues as to loan in default on Peninsula Air loan and enforcement.

02/13/13 5785086 Review Peninsula Air loan documents; Fates, Edward G. 0.8 334.80 communications with E. Gordon regarding same.

02/14/13 5786162 Review Peninsula Air's loan information provided by Fates, Edward G. 0.4 167.40 E. Gordon; communications with Peninsula Air's counsel.

02/15/13 5787873 Review restructure proposal for Lampur loan and Fates, Edward G. 0.6 251.10 send comments regarding same to Receiver (.5); follow up communications with counsel for Peninsula Air (.1).






02/19/13 5788607 Communications with Receiver, E. Gordon and Fates, Edward G. 1.4 585.90 counsel for Peninsula Air regarding loan restructure.

02/20/13 5794867 Address issues as to Peninsula Air workout and Zaro, David R. 0.7 409.50 advise regarding same (.4); follow up on timing and approach to Bay Road NOD and foreclosure and advise regarding same (.3).

02/20/13 5790737 Discuss status and strategy regarding Peninsula Air Fates, Edward G. 0.2 83.70 loan, SBA guaranty and related issues with Receiver and J. Parsons.

02/21/13 5794955 Review possible approach to sale of loan portfolio Zaro, David R. 1.9 1, 111.50 with Receiver (.4); conference call with SBA to address sale options (.6); follow up on SBA call, assess alternative approaches, and review of documents (.9).

02/21/13 5791168 Communications with Peninsula Air's counsel Fates, Edward G. 0.5 209.25 regarding proposal and potential need for SBA approval; discuss status regarding SBA purchase of guaranteed portion with J. Parsons.

02/22/13 5792932 Communications with Peninsula Air's counsel Fates, Edward G. 0.2 83.70 regarding potential restructure of loan.

02/25/13 5797460 Review and evaluate issues as to SBA license sale, Zaro, David R. 0.4 234.00 possible approaches to disposition in whole or in part and follow up with Receiver regarding same.

02/26/13 5798026 Assess issues as to SB Capital license sale, timing, Zaro, David R. 0.3 175.50 and due diligence request of SB Capital.

02/27/13 5799126 Address sale of assets, license and portfolio with Zaro, David R. 0.6 351.00 Receiver (.2); review confidentiality agreement to address asset sale and broker (.4).

02/28/13 5802065 Address confidentiality agreement regarding sale of Zaro, David R. 0.4 234.00 SB Capital assets and broker agreement (.3); call with Receiver related to sale of assets (.1 ).

02/28/13 5802002 Review and revise Confidentiality Agreement. Hall, Debra D. 0.3 168.75






03/01 /13 5805259 Emails and work on the confidentiality agreement Zaro, David R. 0.4 234.00 regarding brokers with respect to asset sales.

03/04/13 5806993 Address default issues as to loan to Four Bros. and Zaro, David R. 0.3 175.50 advise as to approach to same.

03/04/13 5803785 Discuss formulation of procedures for potential sale Fates, Edward G. 0.6 251.10 of license and loan portfolios, SBA approval, and related issues with S. Vavak (.4); review response from Peninsula Air regarding loan restructure and forward same to E. Gordon (.2).

03/05/13 5807153 Follow up on default issues related to hotel loan Zaro, David R. 0.5 292.50 workout, budget and forbearance terms and advise counsel as to remedies and timing.

03/05/13 5804800 Communications with E. Gordon regarding Fates, Edward G. 0.9 376.65 Peninsula Air restructure issues; communications with Peninsula Air's counsel regarding same.

03/06/13 5808588 Follow up on NOD, foreclosure process, and timing; Zaro, David R. 0.6 351.00 advise regarding same.

03/06/13 5806670 Review notice of SBA purchase of guaranteed Fates, Edward G. 0.2 83.70 portion of Peninsula Air's loan and communications regarding same.

03/11/13 5811485 Discuss issues regarding sale of Whisky Junction Fates, Edward G. 1.3 544.05 liquor license with E. Gordon; brief research regarding sale of liquor license and ABC approval issues.

03/12/13 5814360 Address proposed workout of Bay Road transaction Zaro, David R. 0.6 351.00 with discounter payoff, review terms, and advice as to same (.4); review proposed approach to sale of condo/Natoma Street and advice to Receiver (.2).






03/12/13 5813153 Discuss Peninsula Air with E. Gordon and follow up Fates, Edward G. 0.7 292.95 communications with Peninsula Air's counsel (.3); discuss potential call with SBA and former counsel for SB Capital with S. Vavak (.2); discuss status regarding Whiskey Junction property and potential sale of same and liquor license issues with E. Gordon (.2).

03/13/13 5814093 Communications with S. Vavak and arrange call Fates, Edward G. 0.6 251.10 with former counsel for SB Capital regarding SBA lending authority (.2); call with E. Gordon and S. Vavak regarding sale of Natoma property, notices, overbids, etc. (.4).

03/14/13 5816378 Review terms of Bay Road settlement with Receiver Zaro, David R. 2.3 1,345.50 (.1); draft settlement agreement with Bay Road and guarantor to address payoff (1.3); review and revise draft agreement regarding settlement release and follow up with counsel regarding approval motion (.9).

03/14/13 5980958 Call with S. Vavak and M. Teckler regarding Fates, Edward G. 2.3 962.55 process for potential sale of SBA lending authority and loan portfolios, SBA approval, court approval, and related issues (1.2); follow up communications with counsel for Peninsula Air (.2); draft motion for approval of same (1.3).

03/15/13 5818000 Calls with Receiver and counsel related to motion Zaro, David R. 1.2 702.00 for authority to discounted payoff of loan (.2); review, revise and finalize loan payoff agreement (.3); call with Receiver related to loan payoff agreement (.2); review draft motion regarding loan payoff authority (.3); call with S. Vavak regarding loan payoff issues (.2).




Trans Date Index

03/15/13 5815857

03/18/13 5827454

03/18/13 5817215

03/19/13 5821655

03/19/13 5827460



Work on motion and supporting declaration Fates, Edward G. regarding approval of payoff agreement on Bay Road construction loan and discuss amounts due on loan with S. Vavak (5.4); communications with counsel for Peninsula Air regarding potential restructure (.2); discuss need for documents and request for same from DLA firm with S. Vavak (.2).

(Form Residential Purchase and Sale Agreement Klokow, Anne E. Addendum/Natoma REO Sale) Telephone call with S. Vavak regarding disclosure requirements; review email from S. Vavak and residential disclosure forms provided by broker.

Revisions to motion regarding Bay Road Fates, Edward G. construction loan, recirculate same, prepare proposed order, and discuss motion with Receiver (1.4); research regarding SBA procedures regarding potential sale of lending authority and discuss same with S. Vavak and M. Teckler (2.2).

Advice regarding Natoma condo sale and follow up Zaro, David R. on legal issues regarding same and tax issue (.3); several issues related to Bay Road loan, negotiate terms regarding escrow, and revise agreement (9).

(Form Residential REO Purchase Klokow, Anne E. Agreement/Natoma REO Sale) Several calls with S. Vavak regarding disclosures; research exemptions for REO sales by foreclosing lender and court order for certain disclosures; research various California statutory disclosure requirements and exemptions for sale of residential property; email to client regarding disclosures required for REO sale and those that are exempt; review and revise draft Natoma addendum to Purchase and Sale Agreement and revise same; email to S. Vavak regarding revised addendum to Natoma purchase agreement.

Hours Fees

5.8 2,427.30

1.4 774.90

3.6 1,506.60

1.2 702.00

3.8 2,103.30






03/19/13 5818811 Review guarantees and deed of trust for Peninsula Fates, Edward G. 2.9 1,213.65 Air loan, discuss enforcement of same with E. Gordon, and prepare demand letter to guarantors (1.6); discuss status regarding MassMutual insurance motion with E. Gordon (.2); discuss motion regarding Bay Road loan with Receiver, revise same, and review revised payoff agreement (1.1 ).

03/20/13 5822817 Email regarding Natoma condo sale, auction and Zaro, David R. 1.1 643.50 contract issues and advice to counsel regarding contract (.3); call to Receiver regarding Bay Road escrow and Natoma sale (.2); work on Bay Road documents and escrow (.3); assess issues and strategy as to sale of loan portfolio (.3).

03/20/13 5827439 (Form REO Residential Sale PSA Klokow, Anne E. 5.2 2,878.20 Addendum/Natoma REO Sale) Revise form PSA addendum to add required residential disclosures for REO seller, receiver disclaimers, overbid and auction provisions; email to client regarding same, including outline of exemptions for REO sale and those residential disclosures that an REO seller is not exempt; research condominium and HOA required disclosures and call with client regarding same; further revise PSA addendum per call with client and add breakup fee provision and limitation of Buyer's remedies; email to client regarding same.

03/21/13 5825631 Call regarding Bay Road closing, motion, timing, Zaro, David R. 1.0 585.00 and escrow terms (.4); advise regarding Natoma sale terms, motion, and waiver of statutory requirements based on cost (.3); review of Natoma documents regarding sale (.3).

03/21/13 5822807 Discuss construction loan motion and declaration Fates, Edward G. 1.7 711.45 with Receiver, finalize same, and attention to emails regarding execution of agreement by borrower (1.2); discuss Peninsula Air loan, foreclosure and strategy regarding guarantors and letter to guarantors (. 7).






03/22/13 5823570 Finalize demand letter regarding Peninsula Air loan Fates, Edward G. 0.7 292.95 (.2); finalize motion regarding payoff of Bay Road construction loan (.5).

03/25/13 5825410 Discuss status regarding Bay Road motion with S. Fates, Edward G. 0.1 41.85 Vavak.

03/26/13 5827988 Review and evaluate opposition to motion as to loan Zaro, David R. 0.9 526.50 regarding Bay Road (.4); call with Receiver and counsel regarding Natoma property sale (.3); assess issues regarding hotel sale and short sale application and approach to same (.2).

03/26/13 5826576 Discuss status and strategy regarding Natoma and Fates, Edward G. 2.2 920.70 Whiskey Junction sales with S. Vavak (.2); communications with Peninsula Air's counsel, discuss same with E. Gordon, and begin work on Forbearance Agreement (1.5); review Feathers' lengthy opposition to motion regarding Bay Road loan and forward same to Receiver (.5).

03/27/13 5834349 Review and evaluate SB Capital sales issues as to Zaro, David R. 0.7 409.50 process and procedure with respect to Natoma hotel and Whicky Junction assets (.4); advise as to motion for authority to sell all assets and timing issues (.3).

03/27/13 5872428 Work on Peninsula Air's forbearance agreement Fates, Edward G. 3.7 1,548.45 and discuss same with J. Parsons (3.4); discuss Feathers' response to Bay Road motion with Receiver (.2); discuss status regarding Natoma sale with S. Vavak (.1 ).

03/28/13 5828900 Review E. Gordon comments regarding Feathers' Fates, Edward G. 0.8 334.80 opposition to Bay Road motion and communications relating to same (.3); discuss Peninsula Air's Forbearance Agreement with Receiver, revisions to same, and discuss Deed of Trust with J. Parsons (.5).






03/29/13 5872432 Review and revise deed of trust for Peninsula Air's Fates, Edward G. 2.1 878.85 Forbearance Agreement, revise Forbearance Agreement, discuss same with J. Parsons, and send same to Peninsula Air's counsel.

04/01/13 5834939 Begin work on papers regarding authority to sell Fates, Edward G. 1.8 753.30 Natoma and Whiskey Junction properties (.4); discuss Peninsula Air and preliminary title report with E. Gordon (.2); communications with SSA's counsel (.1 ); discuss status regarding Natoma property, Whiskey Junction and Four Brothers with S. Vavak and review documents relating to Natoma sale (.5); discuss forbearance terms with Peninsula Air's counsel, discuss same with Receiver, and revise Forbearance Agreement (.6).

04/02/13 5835584 Work on motion regarding sale of Natoma, Whiskey Fates, Edward G. 2.2 920.70 Junction, and Sweet Fingers properties and payoff of Four Brothers' loan (1.8); discuss Peninsula Air forbearance and CBB notice with E. Gordon (.3); communications with SSA's counsel (.1).

04/03/13 5839161 Call regarding Natoma sale, work and advise Zaro, David R. 0.5 292.50 regarding motion to approve sale procedures (.3); advise regarding Whiskey Junction sale and follow up advice on process and waivers (.2).

04/03/13 5836311 Communications with Peninsula Air's counsel Fates, Edward G. 0.3 125.55 regarding forbearance, deed of trust and release documents; advise E. Gordon regarding status.

04/03/13 5836340 Communications with SSA's counsel regarding Fates, Edward G. 2.4 1,004.40 production of documents related to SBA lending authority (.4); work on motion regarding sales of REO properties and loan payoff, discuss same with E. Gordon, and review documents relating to Four Brothers sale and loan payoff (2.2).






04/04/13 5837654 Work on motion regarding Natoma, Sweet Fingers, Fates, Edward G. 2.8 1, 171.80 and Whiskey Junction sales and Four Brothers payoff and discuss same with Receiver (2.2); communications with Peninsula Air's counsel, advise E. Gordon regarding status, and brief review of preliminary title report for Colton Court property (.6).

04/05/13 5840833 Follow up on sale of hotel property and discounted Zaro, David R. 0.3 175.50 payoff; advice to Receiver as to process and terms.

04/05/13 5839165 Communications with E. Gordon regarding Sweet Fates, Edward G. 1.3 544.05 Fingers and Four Brothers properties and facts for motion regarding sales/payoff and work on motion (1.1); communications with SSA's counsel and S. Vavak regarding production of purchase and sale agreement by SBA (.2).

04/08/13 5842273 Advise to Receiver related to sale of hotel property Zaro, David R. 0.2 117.00 and discounted payoff and follow up.

04/08/13 5840177 Discuss issues regarding Four Brothers and Fates, Edward G. 1.4 585.90 Peninsula Air with E. Gordon; communications with Peninsula Air's counsel; work on sale motion; discuss lien status with E. Gordon.

04/09/13 5841570 Send Peninsula Air documents to J. Parsons, Fates, Edward G. 1.3 544.05 discuss execution of agreement, recording of deed of trust and related issues with E. Gordon, and communications with Peninsula Air's counsel (.7); review Whiskey Junction purchase offer (.1 ); work on motion regarding authority to sell properties (.5).

04/10/13 5844069 Review communications with brokers relating to Fates, Edward G. 0.2 83.70 status of Whiskey Junction and Four Brothers property sales.

04/11/13 5846993 Review and evaluate issues regarding sale of Zaro, David R. 0.6 351.00 Whiskey Junction, revise draft motion, and advice to counsel regarding same.






04/12/13 5845837 Review order authorizing Bay Road payoff and send Fates, Edward G. 1.1 460.35 same to Receiver (.2); communications with Peninsula Air's counsel and E. Gordon regarding status of forbearance agreement documents (.7); discuss issues regarding Four Brothers' forbearance and payoff with E. Gordon (.2).

04/15/13 5847488 Review Peninsula Air/Haemmerling's power of Fates, Edward G. 0.9 376.65 attorney (.2); work on motion regarding sale of REO properties and Four Brothers payoff (.8).

04/16/13 5847914 Communications with Peninsula Air's counsel and J. Fates, Edward G. 1.6 669.60 Parsons regarding listing agreement, forbearance agreement and recording of deed of trust and discuss title issues with E. Gordon (.5); discuss REO sale motion with E. Gordon and work on ex parte application for OST regarding same (1.1 ).

04/17/13 5849024 Work on ex parte application for OST regarding Fates, Edward G. 2.8 1, 171.80 Natoma etc. sale motion, discuss order and title issues with S. Vavak, and prepare proposed orders on motion and ex parte regarding OST (1.8); review form of release from Peninsula Air (.3); review and revise addendum to Whiskey Junction Purchase and Sale Agreement regarding private auction (.7).

04/18/13 5855223 Review and reply to email from S. Vavak regarding Klokow, Anne E. 0.4 221.40 REO commercial property purchase and sale disclosures and begin review and research of same.

04/18/13 5850768 Discuss facts regarding Natoma property with E. Fates, Edward G. 3.1 1,297.35 Gordon, revise sale motion regarding same, work on ex parte application for OST regarding sale motion, work on Receiver's declaration in support of sale motion, and discuss sale motion with S. Vavak and make revisions regarding same (2.9); discuss 3 AM, LLC loan and property tax issues (.2).






04/19/13 5853128 (Form REO Purchase and Sale Agreement Klokow, Anne E. 0.9 498.15 (Commercial Property) Review and reply to various emails from S. Vavak regarding required disclosures for sale of commercial REO property by REO lender; draft form natural hazards disclosures and disclaimers for REO purchase and sale agreement for commercial REO property and research and email to S. Vavak regarding other California disclosures and factors requiring lead paint disclosures.

04/19/13 5851733 Communications with S. Vavak and Receiver Fates, Edward G. 2.4 1,004.40 regarding sale motion and supporting declaration; revisions to motion and declaration.

04/22/13 5856655 Review objections to sale motion and emails with Zaro, David R. 0.6 351.00 Feathers and Receiver (.4); address sale issues as to Whiskey Junction (.2).

04/22/13 5854154 Communications with S. Vavak regarding proposed Fates, Edward G. 0.4 167.40 form of sale order for Whiskey Junction (.1 ); revisions to sale motion regarding Natoma, et al. per comments from J. Parsons (.3).

04/23/13 5855088 Communications with Receiver and E. Gordon Fates, Edward G. 3.6 1,506.60 regarding Natoma, Sweet Fingers, etc. sale motion; review loan and property documents and revise motion and declaration regarding same.

04/24/13 5856388 Communications with S. Vavak regarding form of Fates, Edward G. 1.3 544.05 sale order for title policy purposes; work on sale motion and Receiver declaration; discuss same with Receiver.

04/25/13 5860369 Call to Feathers to address sale of assets and Zaro, David R. 0.6 351.00 review related emails and brief (.4); call and email related to Receiver sales (.2).

04/25/13 5857392 Attention to issues regarding posting/service of sale Fates, Edward G. 0.1 41.85 motion.






04/26/13 5858506 Review order shortening time on sale motion; Fates, Edward G. 0.2 83.70 advise Receiver regarding same.

04/29/13 5861356 Discuss addendum to Whiskey Junction's sale Fates, Edward G. 0.3 125.55 contract and status of Four Brothers' sale contract with S. Vavak.

04/30/13 5865314 Review purchase and sale issue as to Natoma; Zaro, David R. 0.3 175.50 follow up with Receiver regarding advice.

05/03/13 5869898 Call regarding SBA license sale prospects (.2); Zaro, David R. 0.6 351.00 advice and address timing of sale of assets, legal issues regarding same, and advice regarding objections (.4).

05/03/13 5867426 Communications with S. Vavak and SBA's counsel Fates, Edward G. 0.1 41.85 regarding document request.

05/06/13 5869958 Review Feathers' opposition to sale motion Fates, Edward G. 2.1 878.85 regarding Natoma, Sweet Fingers, etc.; draft reply regarding same.

05/07/13 5874037 Review and revise reply brief related to sale of Zaro, David R. 0.6 351.00 assets (.4); advice related to hearing on sale and follow up on sale of additional assets (.2).

05/07/13 5870189 Work on reply to Feathers' opposition to sale/payoff Fates, Edward G. 1.9 795.15 motion; discuss same with Receiver.

05/08/13 5875952 Advise Receiver and counsel related to objections Zaro, David R. 0.6 351.00 to sale, response, and approach to hearing on same (.4); call related to sale and escrow timing for the close of sales (.2).

05/09/13 5873694 Discuss sale motion, hearing, and approval order Fates, Edward G. 0.2 83.70 issues with E. Gordon.

05/10/13 5876277 Review and evaluate results of hearing on sale Zaro, David R. 0.7 409.50 motion and advice as to Natoma (.3); follow up on legal advice regarding possible auction sale as to Whiskey Junction property (.4).




Trans Date Index

05/21/13 5884708

05/22/13 5885814

05/23/13 5886605

06/04/13 5899230

06/12/13 5908579

06/13/13 5909123

06/14/13 5911996

06/14/13 5910168



Discuss issues regarding certified copies of orders Fates, Edward G. for Brannon Cottage escrow with S. Vavak.

Discuss Brannon Cottage sale and escrow issues Fates, Edward G. with S. Vavak.

Discuss form of order and title issues regarding Fates, Edward G. Brannon Cottage sale with S. Vavak.

Locate and send Peninsula Air documents to S. Fates, Edward G. Vavak.

Discuss issues regarding Whiskey Junction liquor Fates, Edward G. license with S. Vavak (.5); discuss issues regarding Q Club Fitness loan with S. Vavak (.3).

Review Whiskey Junction liquor license and Fates, Edward G. communications with ABC's attorney regarding same (.3); research regarding California bulk sales law and Whiskey Junction sale and advise S. Vavak regarding same (.8); review loan documents and SBA audit report relating to Kim/Q Club loan and discuss same with S. Vavak and J. Parsons (1.1).

Review issues regarding Whiskey Junction, address Zaro, David R. liquor license transfer issues, and follow up advice to counsel (.3); review and revise draft motion to address liquor license and further advice to counsel (.3).

Communications with S. Vavak and J. Parsons Fates, Edward G. concerning Kim/Q Club loan and analyze strategy regarding same (.8); call and emails with ABC's attorney regarding transfer of Whiskey Junction liquor license and court order authorizing same (.8); draft administrative motion for order clarifying authority to transfer liquor license and discuss same with Receiver (1.8).

Hours Fees

0.2 83.70

0.2 83.70

0.2 83.70

0.2 83.70

0.8 334.80

2.2 920.70

0.6 351.00

3.4 1,422.90




Trans Date

06/15/13

06/17/13

06/18/13

06/18/13

06/20/13

06/20/13

06/21/13

06/21/13

06/24/13

Index

5912075

5980995

5912677

5913074

5915463

5915607

5917221

5916291

5919109



Review and evaluate final draft of administrative Zaro, David R. motion regarding sale of Whiskey Junction and liquor licenses; draft order regarding motion to modify to address license transfer.

Discuss Whiskey Junction liquor license issues with Fates, Edward G. S. Vavak and revise administrative motion and proposed order regarding same.

Work on purchase agreement for Whiskey Junction Fates, Edward G. liquor license and discuss same with S. Vavak (.9); finalize administrative motion to clarify authority to transfer liquor license (.3); discuss Rampur and Deemer Dunn loans with S. Vavak (.2).

Prepare initial form of agreement for purchase of Lorenzen, Jonathan liquor license.

Discuss Whiskey Junction liquor license sale issues Fates, Edward G. with S. Vavak and J. Lorenzen.

Prepare liquor license PSA. Lorenzen, Jonathan

Discuss Whiskey Junction property and liquor Fates, Edward G. license sale with S. Vavak and J. Lorenzen and review and revise draft liquor license PSA (1.0); discuss Rampur loan issues with S. Vavak (.3).

Prepare liquor license PSA; discuss with S. Vavak. Lorenzen, Jonathan

Review terms for modification to loan documents Klokow, Anne E. adding additional borrower to comply with SBA requirements and outline closing issues and closing items such as guaranty waivers from newly added borrower, title update and title policy 110.5 endorsement, new UCC filing for additional borrower and reaffirmation from Guarantors.

Hours Fees

0.3 175.50

1.0 418.50

1.4 585.90

0.4 113.40

0.5 209.25

0.2 56.70

1.3 544.05

1.8 510.30

0.3 166.05






06/24/13 5918145 Discuss Hyo Kim loan with S. Vavak and J. Fates, Edward G. 1.5 627.75 Parsons; analyze issues regarding amendment to note and mortgage and additional documents needed.

06/25/13 5919314 Review Feathers' opposition to administrative Fates, Edward G. 0.1 41.85 motion regarding transfer of Whiskey Junction liquor license.

06/26/13 5920762 Discuss status regarding Dr. Kim loan issues with J. Fates, Edward G. 0.5 209.25 Parsons (.1 ); discuss 3AM and Deemer Dunn loan issues with S. Vavak (.4).

06/27/13 5981005 Review order clarifying authority to transfer liquor Fates, Edward G. 0.3 125.55 license and advise S. Vavak regarding same (.2); communications with J. Parsons regarding Dr. Kim loan (.1).

07/01/13 5928561 Address Whiskey Junction close and license issues Zaro, David R. 0.3 175.50 and approach to same.

07/08/13 5981016 Communications with S. Vavak and J. Parsons Fates, Edward G. 1.0 418.50 regarding Peninsula Air loan, forbearance and sale of borrower property (.4); communications with Dr. Kim's counsel regarding change to loan (.3); discuss need for certified copies of sale orders with S. Vavak (.3).

07/09/13 5953614 Review email from S. Vavak regarding Natoma Klokow, Anne E. 0.3 166.05 closing and escrow request for Tom to "approve" the preliminary title report; call with Susan regarding same.

07/09/13 5981023 Draft letter to escrow for Natoma sale regarding Fates, Edward G. 0.2 83.70 certified copy of sale order (.1); discuss status regarding Whiskey Junction liquor license issues with S. Vavak (.1 ).

07/12/13 5981032 Discuss sale order and Whiskey Junction escrow Fates, Edward G. 0.3 125.55 issues with S. Vavak (.2); discuss status regarding Dr. Kim loan with S. Vavak (.1).



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00006 (Sale of Assets/Disposition) 372456-00006

Trans Date Index

07/17/13 5981036

07/25/13 5947120

07/31/13 5952255



Discuss 1031 exchange issue regarding Mutnick Fates, Edward G. loan with S. Vavak.

Communications with counsel for Dr. Kim regarding Fates, Edward G. modification to loan to add guarantor as borrower.

Communications with Dr. Kim's counsel regarding Fates, Edward G. potential loan modification and discuss same with S. Vavak (.2); discuss status regarding Peninsula Air's forbearance agreement with S. Vavak (.2).

Hours Fees

0.2 83.70

0.2 83.70

0.4 167.40




Proforma Summary


Hours

151.00


Amounts 71,692.20

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00007 (Pending Litigation) 372456-00007


Billing Atty: 000313 - Zaro Matter#: 372456-00007 Matter Name: Pending Litigation



Fees for Matter 372456-00007 (Pending Litigation)


04/25/13 5858278 Review letters concerning Cline judgment, levy and Fates, Edward G. 0.4 167.40 marital settlement agreement issues.

04/26/13 5858279 Discuss issues concerning judgment levy and Cline Fates, Edward G. 1.2 502.20 marital settlement agreement; call with counsel for Coast Capital; draft confirming letter to counsel for Coast Capital.

04/26/13 5864683 Telephone conference with attorney for Cline's Bui, Kim A. 0.4 106.20 investment fund regarding obtaining operating agreement and status of accounts.

04/29/13 5864754 Legal research and analysis of effect of divorce on Bui, Kim A. 3.7 982.35 assignment order directing Cline's investment fund to remit distributions to SB Capital.

04/30/13 5862943 Finish drafting memorandum to T. Fates regarding Bui, Kim A. 2.7 716.85 whether SB Capital can collect full disbursements from CCIF accounts in light of Cline divorce (.8); search through SB Capital's prior counsel's litigation files for copy of operating agreement regarding Cline's CCIF accounts (1.9).

05/01/13 5889721 Legal research regarding cases on whether a Bui, Kim A. 2.9 769.95 judgment debtor can transfer or change ownership in property that is subject to a levy (or in this case, an assignment order).






05/02/13 5866409 Review K. Sui's analysis of legal issues relating to Fates, Edward G. 0.6 251.10 assignment of Cline accounts at CCIF and marital settlement agreement changing ownership of same; discuss same with K. Bui.

05/02/13 5866356 Follow up on research regarding marital settlement Bui, Kim A. 0.7 185.85 agreement's effect on assignment order and telephone conference with T. Fates regarding same (.4); draft email to A. Juroe regarding amount owed on judgment and how much has been collected in distributions since Receiver's appointment and telephone conference with T. Fates regarding same (.3).

05/03/13 5868045 Analyze issues regarding Cline judgment, Fates, Edward G. 0.2 83.70 assignment of distribution from CCIF accounts, and marital settlement agreement.

05/03/13 5867655 Review accounting provided by Receiver's office Bui, Kim A. 0.2 53.10 regarding distributions collected on Cline judgment (.1); draft email to T. Fates regarding same (.1).

05/07/13 5871490 Discuss issues regarding Cline judgment and Fates, Edward G. 1.1 460.35 marital settlement agreement with counsel; analyze issues; communications with counsel for CCIF.

05/07/13 5891202 Analyze and draft timeline of pertinent events in SB Bui, Kim A. 1.1 292.05 Capital's litigation against Cline, including abstract of judgment and notice of judgment lien recorded with secretary of state's office (1.1 ).

05/08/13 5872452 Review summary of facts relating to enforcement of Fates, Edward G. 0.4 167.40 Cline judgment and Cline divorce; communications with R. Cline.

05/09/13 5873133 Call with R. Cline regarding funds to be distributed Fates, Edward G. 0.3 125.55 by CCIF and agreement for Receiver to hold same pending court order.






05/09/13 5891250 Legal research and analysis of whether property Bui, Kim A. 2.6 690.30 subject to a lien during marriage remains subject to the lien even if the nondebtor spouse is awarded the property subject to the lien and application of research to SB Capital and Cline judgment.

05/10/13 5875061 Communications with Robin Cline, her counsel and Fates, Edward G. 0.9 376.65 counsel for CCIF regarding potential agreement to transfer of distribution funds to Receiver to hold pending resolution of rights to funds and dispute regarding right to distributions.

05/10/13 5875539 Follow up on research regarding judgment lien on Bui, Kim A. 0.1 26.55 personal property.

05/13/13 5875430 Communications with counsel for R. Cline regarding Fates, Edward G. 0.7 292.95 CCIF accounts, judgment lien and marital settlement agreement issues.

05/14/13 5876794 Communications with counsel for R. Cline regarding Fates, Edward G. 0.3 125.55 CCIF accounts, judgment lien and marital settlement agreement issues.

05/15/13 5879121 Communications with counsel for R. Cline (.5); Fates, Edward G. 1.2 502.20 research and analyze legal issues relating to legal separation of Peter and Robin Cline, entry of judgment, and marital settlement agreement (.7).

05/15/13 5891267 Legal research and analysis regarding liability Bui, Kim A. 4.2 1,115.10 incurred prior to separation, but comes to fruition postseparation, even though community estate is ordinarily not liable for debts incurred by either spouse while they are living separate and apart prior to a judgment of dissolution or legal separation (2.5); review and analyze SB Capital's complaint against Cline (. 7); draft response letter to R. Cline's attorney regarding treatment of judgment in divorce proceedings (1.0).






05/16/13 5880576 Communications with R. Cline's counsel regarding Fates, Edward G. 0.4 167.40 legal issues and potential agreement regarding allocation of distributions from CCIF accounts.

05/17/13 5881771 Communications with R. Cline's counsel. Fates, Edward G. 0.1 41.85

05/20/13 5883185 Communications with Receiver and E. Gordon Fates, Edward G. 1.3 544.05 regarding Cline judgment enforcement and R. Cline issues (.5); negotiations with R. Cline's counsel regarding same (.5); communications with Coast Capital's counsel regarding status of discussions with R. Cline (.3).

05/24/13 5889504 Communications with counsel for R. Cline regarding Fates, Edward G. 0.2 83.70 agreement regarding distributions from CCIF's accounts.

05/28/13 5891692 Review and revise agreement with R. Cline (1.1 ); Fates, Edward G. 1.3 544.05 communications with R. Cline's counsel (.2).

05/28/13 5895302 Review and analysis of settlement agreement Bui, Kim A. 0.6 159.30 between receiver and R. Cline and make revisions as necessary.

05/29/13 5892786 Work on R. Cline settlement agreement (.6); Fates, Edward G. 1.0 418.50 discuss same with R. Cline's counsel (.2); communications with CCI F's counsel regarding same (.2).

05/31/13 5894752 Communications with R. Cline's counsel and CCI F's Fates, Edward G. 0.4 167.40 counsel; discuss agreement and execution of same with Receiver.

06/03/13 5897911 Communications with counsel for Coast Capital Fates, Edward G. 0.5 209.25 regarding agreement; send same to Receiver for execution; communications with R. Cline's counsel.




Proforma Summary

Total Fees

Total Disbursements

Hours 31.70


Amounts

10,328.85 0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00008 (Claims) 372456-00008


Matter#: 372456-00008 Matter Name: Claims Billing Atty: 000313 - Zaro



Fees for Matter 372456-00008 (Claims)


01/03/13 5745365 Review pending objections to claim, Feathers' Zaro, David R. 0.6 351.00 dispute and negotiations related to claim form with Feathers, and advice regarding same (.4); call with investor related to claim, claims process and timing issues (.2).

01/04/13 5747160 Work on issues related to claims motion, approach Zaro, David R. 0.7 409.50 in light of Feathers' objections, and reassess strategy (.5); advice to Receiver related to the claims process (.2).

01/11/13 5753440 Work on issues related to preparation for upcoming Zaro, David R. 0.4 234.00 hearing on claims motion and next steps and timing of same.

01/17/13 5981082 Revise and finalize opposition to Feathers' brief (.4); Zaro, David R. 0.7 409.50 review issues as to hearing (.3).

01/18/13 5759611 Prepare for and attend hearing on claims motion Fates, Edward G. 3.5 1,464.75 and Feathers' motion to stay discovery (9.2); call from creditor Foley & Lardner and discuss claims process with same (.3).

01/21/13 5762833 Address claims notice revisions and timing of notice Zaro, David R. 0.6 351.00 (.2); address reserves for IRS and follow up regarding same (.4).






01/22/13 5759694 Communications with creditor Foley & Lardner Fates, Edward G. 0.5 209.25 regarding claim form and bar date; review court minute order regarding claims motion and forward same to Receiver.

01 /28/13 5771710 Provide information for bar date notice and Pedowitz, L. 0.4 172.80 publication regarding same.

01/28/13 5765131 Add information regarding court order and bar date Fates, Edward G. 1.1 460.35 into claim instruction form (.4); discuss publication notice and claim forms with L. Pedowitz (.3); draft publication notice (.2); send publication notice, instructions, claim forms and order to E. Gordon and A. Juroe (.2).

02/01/13 5775705 Review and respond to issues as to claims form and Zaro, David R. 0.3 175.50 notice and advise Receiver regarding same.

02/13/13 5785226 Discuss N. Feathers wage claim issue with E. Fates, Edward G. 0.2 83.70 Gordon.

02/26/13 5798916 Telephone conference with Receiver staff regarding Pedowitz, L. 0.3 129.60 publication of bar notice.

03/04/13 5803990 Discuss publication of notice of claims bar date in Fates, Edward G. 0.2 83.70 newspapers with T. McDonell.

03/28/13 5834427 Emails with Feathers related to claims process, Zaro, David R. 0.4 234.00 issues and follow up with Receiver.

03/28/13 5829668 Review emails from Feathers regarding claims of Fates, Edward G. 0.2 83.70 cancelled borrowers.

03/29/13 5834486 Review emails from Feathers regarding claims and Zaro, David R. 0.7 409.50 respond to same (.4); review and revise draft opposition to Feathers' claims motion (.3).

03/29/13 5830290 Review further Feathers' emails and responses Fates, Edward G. 1.8 753.30 thereto regarding claim forms; review Feathers' motion to compel Receiver to mail additional claim forms; draft response thereto; discuss same with Receiver.






04/01/13 5834937 Revise response to Feathers' motion regarding Fates, Edward G. 0.6 251.10 claim forms; discuss same with Receiver; discuss Feathers' motion with SEC's counsel.

04/02/13 5835579 Discuss response to Feathers' motion regarding Fates, Edward G. 1.1 460.35 claim forms with Receiver; revise and finalize same; email service to M. Feathers; discuss Feathers' motion with SEC's counsel; review SEC's response to motion.

04/08/13 5840541 Review Feathers' reply regarding claims motion. Fates, Edward G. 0.2 83.70

04/10/13 5846903 Review of disputed claim issues and approach to Zaro, David R. 0.4 234.00 resolving legal proceeding and negotiation tactics; advise regarding same.

05/08/13 5876012 Call related to investor claims, issues, and Zaro, David R. 0.6 351.00 decendant (.2); email to Receiver regarding claims documents and decedent claims (.1 ); several additional emails related to claims issues and timing (.3).

05/13/13 5880088 Review issues related to possible IRS claims and Zaro, David R. 0.3 175.50 SBA claims/indemnity issues.

05/14/13 5882769 Address the issues related to SBCC claims and Zaro, David R. 0.9 526.50 controversy as to SBA indemnity claims as to guaranties (.4); advice as to legal issues related to SBA claims (.2); email and follow up on Feathers' Proof of Claim as to each entity (.3).

05/15/13 5882785 Follow up on Feathers' claims issues, and strategy Zaro, David R. 0.6 351.00 and approach regarding objections to claims (.4); advice to Receiver and counsel regarding claims objection process (.2).

05/15/13 5881749 Review claim filed by Feathers and orders of the Pedowitz, L. 0.4 172.80 Court regarding claim process; telephone conference with Receiver's staff regarding same.






05/18/13 5884123 Review approach to omnibus motion; address Zaro, David R. 0.5 292.50 approach to trade claims; follow up advice to Receiver regarding same.

05/22/13 5891499 Address trade claim issues as to allowance and Zaro, David R. 0.6 351.00 treatment of vendors, landlord and third party creditors and advise regarding same (.4); further call to advise on omnibus objection (.2).

05/29/13 5894419 Address claims issues as to Receiver's proof of Zaro, David R. 0.6 351.00 claims issues and reconciling investor claims (.4); call with Receiver related to omnibus objection (.2).

06/06/13 5905368 Call to address claims motions, objection to trade Zaro, David R. 0.3 175.50 and litigation claims and advice to counsel regarding preparation of same.

06/10/13 5906034 Discuss claim submitted by SBA with SEC's Fates, Edward G. 0.2 83.70 counsel.

06/11/13 5910593 Call with investor related to claim and address SBA Zaro, David R. 0.2 117.00 claim with Receiver.

06/11/13 5906792 Review Proof of Claim and exhibits submitted by Fates, Edward G. 0.7 292.95 SBA.

06/14/13 5910913 Forward claim submitted by SBA to parties; discuss Fates, Edward G. 0.4 167.40 same with SEC's counsel.

07/01/13 5928554 Review next steps with Receiver to address claims Zaro, David R. 1.3 760.50 process (.2); review issues raised as to final accounting report and address Receiver's findings to address next steps to substantiate MIMO analysis and legal research as to most recent cases (1.1 ).

07/02/13 5928886 Review of disputed claims with Receiver, issues as Zaro, David R. 0.7 409.50 to investor claims, and assess approach to omnibus objection.






07/03/13 5930886 Email related to claims issues, assess legal issues Zaro, David R. 0.7 409.50 regarding SBA claim, and follow up advice as to reserves (.4); call with Receiver regarding SBA claim and strategy to resolve (.3).

07/17/13 5941281 Review issues as to claims and 1031 exchange Zaro, David R. 0.4 234.00 issue and email related to same.

07/22/13 5945569 Call to Receiver related to SBA claim and Zaro, David R. 0.7 409.50 negotiations regarding same (.2); address omnibus motion as to claims of investors and creditors and advice to Receiver and counsel regarding same (.5).

07/23/13 5945641 Call to Receiver regarding SBA claims, timing of Zaro, David R. 0.2 117.00 motion, and reserve.

07/25/13 5949275 Call related to IRS claims and SBA claims with Zaro, David R. 0.4 234.00 Receiver (.3); call with investor related to claim issues (.1).



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00008 (Claims) 372456-00008


Proforma Summary


Hours 25.60

Amounts 13,026.15

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00009 (Third Party Claims) 372456-00009


Billing Atty: 000313 - Zaro



Matter#: 372456-00009

Fees for Matter 372456-00009 (Third Party Claims)


01/04/13 5747155 Review and evaluate action against California Business Bank, Feathers' motion regarding same and analysis of complaint and causes of action and fact issues (1.1); call to address CBB matter and advice as to strategy regarding same (.3).

01/07/13 5748085 Address California Business Bank litigation and advice to counsel and Receiver.

01/16/13 5868186 Draft response to Feathers' motion regarding Efraim lawsuit against California Business Bank.

01/17/13 5757517 Revise and finalize response to Feathers' motion regarding Efraim lawsuit; discuss same with Receiver; review SEC's response to motion regarding Efraim lawsuit.

01/22/13 5872200 Work on issues related to possible claw back of distributions; assess legal basis and net winners-losers issues.

02/08/13 5782847 Review CBB claims, complaint and overall approach, cost-benefit and authority to proceed (.4); advice to Receiver and counsel as to CBB claims and other third party claims issues and targets (.3).

02/15/13 5818428 Review and analyze minutes to board of directors; review and analyze emails regarding sale of shares; review and analyze complaint filed by Pahl.

Matter Name: Third Party Claims


Timekeeper Hours Fees

Zaro, David R. 1.4 819.00


Fates, Edward G. 0.9 376.65




Breen, Patrick E. 2.2 1,336.50






02/20/13 5789864 Review Fortune Capital's complaint against CBB Fates, Edward G. 3.2 1,339.20 (.5); research regarding IPF purchase of CBB shares (.6); communications with P. Breen regarding facts, potential causes of action, and strategy (.3); research regarding potential causes of action (1.6); discuss same with A. Thorboume (.2).

02/20/13 5793551 Research regarding potential claims against CBB Thorbourne, Alana 2.9 717.75 (1.6); draft memorandum regarding research results (1.3).

02/21/13 5818505 Continued working on building case against CBB, Breen, Patrick E. 3.8 2,308.50 including review and analysis of documents; review and analyze stock price/fair market value against price paid; follow up on same and on research regarding estoppel/waiver by holding stock; numerous emails regarding same; review and analyze stock chart; emails regarding same; draft, review and revise report regarding claim against CBB and concerns regarding same; emails to and from counsel regarding same.

02/21/13 5791422 Research regarding CBB share price; discuss same Fates, Edward G. 2.4 1,004.40 with Receiver; communications with P. Breen; research regarding potential causes of action; analysis of causes of action; potential recovery and potential costs.

02/21/13 5793521 Finish draft of memorandum and revise. Thorbourne, Alana 1.2 297.00

02/26/13 5798014 Address CBB litigation issues, DLA documents and Zaro, David R. 0.3 175.50 issues of fact and complaint; follow up emails regarding same.

03/06/13 5808592 Review and evaluate emails and issues; advise as Zaro, David R. 0.4 234.00 to strategy for CBB claim; advise regarding same.

03/12/13 5813271 Discuss CBB insurance policies with A. Juroe; Fates, Edward G. 0.7 292.95 discuss status and strategy regarding potential claims against CBB with P. Breen.



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00009 (Third Party Claims) 372456-00009



03/13/13 5813776 Research and analysis of causes of action against Fates, Edward G. 1.5 627.75 CBB; begin drafting complaint and ex parte application for authority to pursue claims.

03/15/13 5816823 Review CBB insurance information; discuss same Fates, Edward G. 0.7 292.95 with A. Juroe.

03/18/13 5821622 Emails and call to address third party claims and Zaro, David R. 0.7 409.50 assess CBB emails and responses (.2); advice regarding approach to litigation, authority regarding filings, privacy issues, damage scope, and timing (.5).

03/18/13 5817216 Review communications between M. Feathers and Fates, Edward G. 1.5 627.75 D. Zaro regarding CBB and possible settlement in Efraim lawsuit; work on complaint against CBB; discuss same with P. Breen.




Proforma Summary


Hours 26.10


Amounts 12,088.35

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATIER 372456-00010 (Distribution) 372456-00010


Billing Atty: 000313 - Zaro Matter#: 372456-00010 Matter Name: Distribution



Fees for Matter 372456-00010 (Distribution)


01 /24/13 5766037 Assess third-party actions and analysis of net Zaro, David R. 0.4 234.00 winner/loser issues with Receiver and cost-benefit issues.

05/18/13 5884120 Review and evaluate case issues related to plan Zaro, David R. 0.4 234.00 structure and SBA license issues.

07/03/13 5930896 Work on outline of distribution plan based on Zaro, David R. 1.4 819.00 accounting and assess new legal rulings to interim plan terms (1.1 ); address issues related to SBA and reserves (.3).

07/11/13 5934073 Begin work on distribution plan and motion Fates, Edward G. 1.9 795.15 regarding approval of same.



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00010 (Distribution) 372456-00010


Proforma Summary


Hours 4.10

Amounts 2,082.15

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00011 (Tax Issues) 372456-00011


Proforma Summary

Total Fees

Total Disbursements

Hours 0.00

Amounts 0.00 0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00012 (Employment/Fees) 372456-00012


Billing Atty: 000313 - Zaro



Matter#: 372456-00012

Fees for Matter 372456-00012 (Employment/Fees)


01/28/13 5766366 Review docket (.3); draft second interim application, including thorough description of work performed (divided into seven categories of work performed) (3.0).

01/29/13 5766993 Review and revise Allen Matkins' second interim fee application.

01/31/13 5772050 Revise second interim fee application, calculation and analysis of write-offs for inclusion of same (.8); draft email to A. Klokow regarding her review of same(.1).

02/05/13 5793919 Draft Allen Matkins' fee application.

02/07/13 5778735 Communications with Receiver regarding timing of fee applications.

02/22/13 5795001 Review of application and opposition to applications and prepare for hearing regarding same (.5); attend hearing and argue issues as to fee applications (.6).

04/03/13 5836342 Work on second interim fee applications, notice and proposed orders.

04/04/13 5837415 Discuss status regarding second fee applications with T. McDonnell and Receiver; finalize same; send same to Receiver for posting and mailing.

Matter Name: EmploymenUFees


Timekeeper Hours Fees

Bui, Kim A. 3.3 876.15


Bui, Kim A. 0.9 238.95

Bui, Kim A. 0.7 185.85










04/10/13 5844034 Discuss notice of fee applications with A. Ju roe. Fates, Edward G. 0.1 41.85

04/12/13 5845883 Review oppositions to fee applications and discuss Fates, Edward G. 0.5 209.25 same with Receiver; review order striking same.

04/12/13 5846212 Communications with A. Juroe regarding mail Fates, Edward G. 0.2 83.70 service of fee applications and proof of service regarding same.

04/18/13 5851562 Review SEC's consolidated response to fee Fates, Edward G. 0.8 334.80 applications (.2); review Feathers' lengthy oppositions to Receiver and Allen Matkins' fee application (.6).

04/19/13 5851735 Draft reply to Feathers' opposition to Allen Matkins' Fates, Edward G. 2.0 837.00 fee application (.8); draft reply to Feathers' opposition to Receiver's fee application and discuss same with Receiver (1.2).

04/22/13 5854198 Work on reply to Feathers' opposition to Receiver's Fates, Edward G. 0.7 292.95 fee application; discuss same with Receiver.

04/23/13 5854609 Draft response to Feathers' opposition to Receiver's Fates, Edward G. 0.9 376.65 fee application; discuss same with Receiver.

04/25/13 5860371 Work on reply to opposition regarding fee Zaro, David R. 0.8 468.00 applications, address specific allegations, revise draft, and advice to counsel regarding same (.6); call to Receiver to address objections and reply brief regardomg fee applications (.2).

04/25/13 5857171 Discuss reply to Feathers' objection to Receiver's Fates, Edward G. 0.9 376.65 fee application with Receiver; revise same.

05/07/13 5870522 Work on Allen Matkins' bills and third interim fee Fates, Edward G. 0.8 334.80 application.

05/08/13 5872100 Work on Allen Matkins' fee application. Fates, Edward G. 1.7 711.45

05/14/13 5878101 Review bills; revisions to same; review and revise Fates, Edward G. 3.6 1,506.60 Allen Matkins' third interim fee application.






05/14/13 5878057 Review and edit third interim fee application, insert Bui, Kim A. 0.6 159.30 information about categories of costs incurred.

05/15/13 5879090 Review order on first interim fee applications (.1 ); Fates, Edward G. 0.4 167.40 work on third interim fee application (.3).

05/15/13 5891268 Begin drafting third interim fee application. Bui, Kim A. 0.5 132.75

05/16/13 5879731 Work on motion for reconsideration of order Fates, Edward G. 7.4 3,096.90 reducing Allen Matkins' fees; research case law and gather facts regarding same.

05/17/13 5881482 Work on motion for reconsideration of order Fates, Edward G. 1.5 627.75 reducing Allen Matkins' fees; research case law and gather facts regarding same.

05/20/13 5882740 Research receivership and bankruptcy cases Fates, Edward G. 4.5 1,883.25 regarding motion for reconsideration (2.1); work on motion (2.4).

05/21/13 5883667 Research receivership and bankruptcy cases Fates, Edward G. 3.0 1,255.50 regarding motion for reconsideration (.5); work on motion, Receiver's declaration, request for judicial notice, and proposed order (2.4); review order advancing hearing date on second fee applications (.1 ).

05/22/13 5885229 Prepare request for judicial notice in support of Fates, Edward G. 1.9 795.15 motion for reconsideration (.4); work on motion (1.5).

05/23/13 5886624 Discuss declaration in support of motion for Fates, Edward G. 0.5 209.25 reconsideration with Receiver (.1); work on motion, declaration and request for judicial notice (.4).

05/24/13 5889043 Work on motion for reconsideration and Receiver's Fates, Edward G. 5.2 2,176.20 declaration; discuss same with Receiver.

05/28/13 5891447 Work on motion for reconsideration and Receiver Fates, Edward G. 1.5 627.75 declaration; discuss same with Receiver.






05/29/13 5894493 Address reconsideration motion, response to orders Zaro, David R. 0.4 234.00 on fee applications, and advice regarding legal standing.

05/29/13 5892788 Review order terminating motion for reconsideration Fates, Edward G. 1.0 418.50 (.1 ); prepare motion for leave to file motion for reconsideration (.9).

06/11/13 5906746 Research regarding appealability of order on first Fates, Edward G. 1.8 753.30 interim fee application (.7); draft motion for leave to file supplement to second interim fee application (1.1 );

06/14/13 5910188 Work on ex parte application for leave to file Fates, Edward G. 0.2 83.70 supplement to second interim fee application.

06/14/13 5911123 Finalize and file administrative motion for leave to Fates, Edward G. 0.4 167.40 file supplemental brief and request for judicial notice regarding Allen Matkins' second fee application.

06/18/13 5912723 Analyze issues regarding timing and status of third Fates, Edward G. 0.2 83.70 interim fee applications.

06/19/13 5914823 Review order allowing supplemental brief for Allen Fates, Edward G. 0.3 125.55 Matkins' second fee application (.1 ); begin work on supplemental brief (.2).

06/20/13 5915292 Prepare supplement to Allen Matkins' second Fates, Edward G. 2.1 878.85 interim fee application, Seaman declaration and request for judicial notice.

06/21/13 5916349 Discuss supplement to fee application, declaration Fates, Edward G. 0.2 83.70 and request for judicial notice with Receiver.

06/24/13 5919497 Work on fee application issues, supplemental brief Zaro, David R. 0.6 351.00 related to professionals applications and advice to counsel regarding revisions.

06/24/13 5918235 Finalize supplement to fee application, Receiver's Fates, Edward G. 1.2 502.20 declaration and request for judicial notice regarding same; discuss same with Receiver.



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00012 (EmploymenUFees) 372456-00012



06/27/13 5922008 Analyze issues and strategy for hearing on second Fates, Edward G. 0.2 83.70 fee applications.




Proforma Summary


Hours 57.80


Amounts 23,754.15

0.00



09/09/13 13:28:39 PROFORMA STATEMENT FOR MATTER 372456-00013 (California Business Bank Litigation) 372456-00013


Billing Atty: 000313 - Zaro Matter#: 372456-00013 Matter Name: California Business Bank Litigation



Fees for Matter 372456-00013 (California Business Bank Litigation)


02/25/13 5872577 Follow up on accounting subpoenas and possible Zaro, David R. 0.3 175.50 subpoenas to third parties as to CBS.

03/04/13 5831427 Prepare for and conference call with DLA Piper Breen, Patrick E. 0.9 546.75 regarding proposed settlement by issuance of additional shares; report regarding same; emails regarding same.

03/20/13 5835610 Review and revise complaint; conference and Breen, Patrick E. 1.4 850.50 emails regarding same and changes to draft brief.

03/21/13 5835639 Continued review and revision of complaint; prepare Breen, Patrick E. 1.5 911.25 for and conference call regarding same; review and analyze documents, especially Board of Directors minutes regarding actionable conduct of CBS, officers and directors.

03/21/13 5823309 Discuss administrative motion for approval of Fates, Edward G. 0.6 251.10 decision to pursue claims against CBS and work on same.

03/22/13 5825680 Analysis of issues and approach to CBS matter, Zaro, David R. 0.7 409.50 court filings and legal advice to counsel as to approach following review of emails and call (.4); review additional emails as to CBS strategy and /legal analysis (.3).






03/22/13 5835667 Begin review and analysis of motion for draft Breen, Patrick E. 2.3 1,397.25 complaint; prepare for and telephone conference regarding same; draft notes on complaint regarding actionable conduct by CBB, its officers and directors.

03/22/13 5823705 Work on motion for administrative relief regarding Fates, Edward G. 2.5 1,046.25 decision to pursue claims against CBB; discuss same and CBB complaint with P. Breen.

03/22/13 5831969 Research regarding common law claim for Bui, Kim A. 0.8 212.40 rescission.

03/24/13 5836113 Review and analyze minutes; review and analyze Breen, Patrick E. 1.8 1,093.50 problem loan reports; review and analyze loan status sheets; draft memo regarding same for inclusion in complaint.

03/25/13 5826862 Revise draft application related to CBB matter and Zaro, David R. 0.5 292.50 complaint regarding same (.4); advise Receiver related to CBB matter (.1 ).

03/25/13 5824683 Work on CBB complaint and motion for Fates, Edward G. 4.2 1,757.70 administrative relief regarding authority to pursue claims.

03/26/13 5827966 Evaluate draft CBB complaint and follow up to Zaro, David R. 0.4 234.00 address same with counsel and Receiver.

03/26/13 5836123 Review, analyze and revise draft complaint; memo Breen, Patrick E. 1.8 1,093.50 to T. Fates regarding same; review and respond to T. Fates' questions regarding additional information needed for complaint; respond and review regarding same; review and revise Fates' most recent draft; emails regarding same and regarding forwarding to client.

03/26/13 5827049 Work on complaint against CBB; discuss same with Fates, Edward G. 2.9 1,213.65 P. Breen; work on motion for authority to pursue claims.






03/27/13 5836140 Continued review and revision of complaint; emails Breen, Patrick E. 1.6 972.00 to and from T. Fates regarding same and regarding authority to file; analyze legal issues regarding complaint; analyze emails regarding same.

03/27/13 5827781 Work on CBB complaint; discuss strategy with Fates, Edward G. 2.9 1,213.65 Receiver; work on motion for authority to pursue claims; send complaint and motion to Receiver for review.

03/28/13 5836153 Emails regarding IPF Banc Servicing; analysis Breen, Patrick E. 1.1 668.25 regarding legal issues; review and revise complaint.

03/29/13 5836164 Follow up on filing of complaint; emails regarding Breen, Patrick E. 0.6 364.50 same; review new Feathers' motion.

03/29/13 5830676 Draft and finalize motion for authority to pursue Fates, Edward G. 1.5 627.75 claims against CBB, supporting declaration, proposed order and exhibit.

04/03/13 5839166 Review issues as to CBB complaint and Feathers' Zaro, David R. 0.4 234.00 objection; letter to Buchalter regarding insurance; follow up on emails.

04/03/13 5836771 Review Feathers' opposition to motion for authority Fates, Edward G. 0.2 83.70 to pursue claims against CBB.

04/04/13 5877042 Review and analyze motion documents regarding Breen, Patrick E. 1.3 789.75 complaint filed; review and analyze insurance documents; draft, review and revise letter to CBB's counsel regarding claim against policy; emails regarding same.

04/04/13 5838126 Adress status regarding motion for authority to Fates, Edward G. 0.8 334.80 pursue claims and potential letter to CBB; review letter and provide comments; advise Receiver regarding same.

04/05/13 5840835 Review and evaluate CBB issues, complaint, Zaro, David R. 0.4 234.00 insurance demands; follow up with Receiver.






04/11/13 5878904 Review and analyze complaint status; review and Breen, Patrick E. 1.1 668.25 analyze letter from Wright regarding same and disputing claims in complaint.

04/12/13 5878921 Review and analyze orders; emails regarding same. Breen, Patrick E. 0.7 425.25

04/12/13 5845836 Review order authorizing pursuit of claims against Fates, Edward G. 0.1 41.85 CBB.

04/16/13 5881120 Review and analyze daims made by CBB counsel; Breen, Patrick E. 1.3 789.75 outline handling and proof of case.

04/17/13 5881136 Follow up on complaint filing and service; review Breen, Patrick E. 0.6 364.50 and analyze e-mail from T. Fates regarding Receiver's discussion with SEC.

04/24/13 5857463 Address status and approach to CBB litigation with Zaro, David R. 0.2 117.00 counsel; follow up on next steps.

04/30/13 5881297 Follow up on complaint; give directions regarding Breen, Patrick E. 0.5 303.75 filing and action to be taken.

04/30/13 5862620 Work on same, civil cover sheet, notice of pendency Fates, Edward G. 1.2 502.20 of other action, and notice of related case.

05/02/13 5867463 Research regarding agent for service of process for Kaup, John T. 0.3 63.45 California Business Bank.

05/02/13 5866414 Work on Notice of Pendency of Other Actions, Fates, Edward G. 1.5 627.75 Certificate of Interested Parties, issues relating to service of summons regarding filing of CBB complaint, finalize complaint and related documents for filing.

05/03/13 5867264 Draft administrative motion for determination of Fates, Edward G. 1.5 627.75 related cases and reassignment of CBB action to Judge Davila.

05/08/13 5872706 Finalize administrative motion regarding Fates, Edward G. 0.3 125.55 reassignment of CBB case.






05/09/13 5873066 Work on motion to reassign CBB case; discuss and Fates, Edward G. 0.7 292.95 analyze strategy regarding same with counsel.

05/13/13 5875316 Review Feathers' communication regarding CBB Fates, Edward G. 0.1 41.85 lawsuit.

05/15/13 5878970 Analyze strategy regarding complaint against CBB; Fates, Edward G. 0.3 125.55 communications with Receiver regarding same.

05/16/13 5894402 Review and analyze status; follow up on same; Breen, Patrick E. 1.0 607.50 emails regarding same; review court order regarding attorney fees.

05/22/13 5894548 Prepare for and conference call regarding status; Breen, Patrick E. 0.9 546.75 review and analyze complaint in preparation for same; review and analyze CBB's claimed defenses regarding same.

06/05/13 5922278 Follow up on status; emails and conference Breen, Patrick E. 0.5 303.75 regarding same.

06/12/13 5923614 Review and analyze status and efforts to prosecute Breen, Patrick E. 0.4 243.00 case; analysis regarding next steps to be taken; emails regarding same.

06/12/13 5908439 Discuss CBB issues with Receiver. Fates, Edward G. 0.2 83.70

06/18/13 5915623 Address California Business Bank case, fact issues, Zaro, David R. 0.4 234.00 summons and service issues (.2); call with Receiver regarding strategy and approach as to CBB (.2).

06/18/13 5924097 Review and analyze status; provide directions Breen, Patrick E. 0.4 243.00 regarding go-ahead to serve; meeting regarding same.

06/18/13 5913486 Analyze issues and status regarding CBB complaint Fates, Edward G. 0.3 125.55 and service of same.






06/21/13 5917314 Attention to issues regarding service of CBB Fates, Edward G. 0.4 167.40 complaint; advise P. Breen regarding status; analyze issues regarding potential assignment of case to magistrate judge for trial.

06/24/13 5918271 Analyze issues regarding decision on possible Fates, Edward G. 0.3 125.55 assignment of CBB case to magistrate judge for trial.

06/25/13 5921207 Research regarding service of process on California Kaup, John T. 0.2 42.30 Business Bank.

06/25/13 5922620 Review and analyze status of action and status of Breen, Patrick E. 0.7 425.25 service; prepare for conference call with CBB attorney regarding same.

06/26/13 5923970 Review and analysis of cases status; review Breen, Patrick E. 1.4 850.50 background documents supporting claims; prepare for and conference with J. Wright regarding same.

06/26/13 5921481 Attention to issues regarding service of complaint Fates, Edward G. 0.2 83.70 on CBB, directors and officers.

07/09/13 5932537 Research regarding notice and acknowledgment of Kaup, John T. 0.4 84.60 receipt of summons in federal court.

07/09/13 5931280 Analyze issues regarding CBB action, deadlines, Fates, Edward G. 0.4 167.40 service, and potential discovery issues.

07/11/13 5933839 Analyze issues regarding meet and confer with Fates, Edward G. 1.4 585.90 CBB, deadlines for ADR-related filings, service of complaint, scheduling order, consent to magistrate judge, etc., initial disclosures, insurance coverage, and settlement strategy (1.2); communications with CBB's counsel (.2).






07/12/13 5935360 Communications with CBB's counsel regarding Rule Fates, Edward G. 2.4 1,004.40 26 meet and confer (.1 ); attention to issues regarding service of complaint and related notices and forms (.4); review documents relating to claims against CBB and analyze disclosure and discovery strategy and issues (1.1 ); review and analyze ADR procedures and options (.8).

07/15/13 5936515 Work on disclosure and discovery, scheduling, and Fates, Edward G. 4.3 1,799.55 related issues regarding meet and confer, Joint Rule 26(f) Report, Joint Case Management Statement, etc. (1.9); review CBB documents relevant to claims in complaint (1.3); meet and confer with CBB's counsel (.8); discuss ADR and related issues with Receiver (.3).

07/16/13 5938018 Communications with CBB's counsel regarding ADR Fates, Edward G. 4.9 2,050.65 stipulation and finalize same (.6); communications with Receiver regarding ADR certification (.3); work on Joint Case Management Statement (2.4); review documents relevant to claims against CBB (1.6).

07/18/13 5941066 Review declination regarding magistrate judge filed Fates, Edward G. 0.2 83.70 by CBB and notice of impending reassignment filed by court clerk.

07/19/13 5941677 Review order reassigning CBB case to Judge Tigar; Fates, Edward G. 0.4 167.40 gather information regarding same.

07/22/13 5943548 Review Order Setting Case Management Fates, Edward G. 0.1 41.85 Conference in CBB action.

07/24/13 5945527 Analyze issues regarding defendant Hansen and Fates, Edward G. 0.7 292.95 request for dismissal w/o prejudice, disclosures and Rule 26(f) report, and amendments to PPMs received from CBB's counsel (.5); communications with CBB's counsel (.2).




Trans Date Index

07/26/13 5947338

07/31 /13 5951585


Description of Service Rendered

Review order approving ADR stipulation in CBB case (.1 ); communications with CB B's counsel regarding dates for meet and confer, initial disclosures, etc. (.2).

Review and analyze issues regarding proposed stipulation dismissing Defendant Hansen in CBB case; revise stipulation.

Timekeeper

Fates, Edward G.

Fates, Edward G.

Hours Fees

0.3 125.55

1.1 460.35




Proforma Summary

Total Fees

Total Disbursements

Hours

67.70


Amounts

33,071.40

0.00



david r. zaro (bar no. 124334) ted fates (bar...

Documents