Free Surreply - District Court of Colorado - Colorado

Case 1:04-cv-01258-LTB-BNB

Document 124-2

Filed 09/20/2005

Page 1 of 4

EXHBIT A

Case 1:04-cv-01258-LTB-BNB

Document 124-2

Filed 09/20/2005

Page 2 of 4

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 04-cv-1258-LTB-BNB STUDENT MARKETING GROUP, INC., Plaintiff, v. COLLEGE PARTNERSHIP, INC., f/k/a COLLEGE BOUND STUDENT ALLIANCE, INC., Defendant. ______________________________________________________________________________ SUPPLEMENTAL REPLY FOR APPROVAL OF SUPERSEDEAS BOND ______________________________________________________________________________

Defendant College Partnership, Inc. ("College Partnership"), by and through its counsel, Rosemary Orsini and Brian K. Matise of Burg Simpson Eldredge Hersh & Jardine, P.C., hereby submits its Supplemental Reply in support of its Forthwith Motion for Approval of Supersedeas Bond.

I.

THE $4 MILLION IN MEDIA CREDITS ACQUIRED SEPTEMBER 14, 2005 DO NOT AFFECT COLLEGE PARTNERSHIP'S ABILITY TO POST A SUPERSEDEAS BOND OR LIQUIDITY.

Plaintiff's Supplemental Response appears to allege that College Partnership's recent sale of 1 million shares of preferred stock in exchange for $4 million of media credits means that College Partnership's financial position has improved to the point that it can now obtain a supersedeas bond. 1

Case 1:04-cv-01258-LTB-BNB

Document 124-2

Filed 09/20/2005

Page 3 of 4

The SEC Form 8K attached to Plaintiff's supplemental response clearly indicates that College Partnership did not obtain any cash or other liquid assets in exchange for the preferred stock. College Partnership acquired " 5,000,000 cash equivalent media credits ("Media Credits") from Culver" with a "market/cash value of the total exercised Media Credits [of] $4,000,000." Because College Partnership did not obtain any cash or liquid assets, this does not affect its ability to post a supersedeas bond. As noted in the Motion and College Partnership's Reply Brief, all bonding companies known to College Partnership require either a full cash deposit, an escrow deposit account in the full amount of the bond, or a letter of credit. College Partnership is not aware of any bonding company that will accept "Media Credits" as collateral for a supersedeas bond. Accordingly, the issuance of these preferred shares has no impact on the motion.

II.

COLLEGE PARTNERSHIP IS WILLING TO ASSIGN THE MEDIA CREDITS AS ALTERNATE COLLATERAL FOR THE JUDGMENT

Alternatively, College Partnership is willing to assign the $500,000 Media Credits as collateral for a supersedeas bond. College Partnership is attaching a form of assignment which, if approved by the Court, it will execute and post as alternate collateral proposed given Plaintiff's representation that these Media Credits have substantial value resulting in a significant change in College Partnership's financial position, the Court should accept these Media Credits as collateral. $500,000 Media Credits is significantly more than the Judgment entered on August 25, 2005.

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Case 1:04-cv-01258-LTB-BNB

Document 124-2

Filed 09/20/2005

Page 4 of 4

DATED this 20th day of September, 2005. Respectfully submitted, BURG SIMPSON ELDREDGE HERSH & JARDINE, P.C. (Original Signature On File)

/s/Brian K. Matise 40 Inverness Drive East Englewood, Colorado 80112 Telephone: (303) 792-5595 Facsimile: (303) 708-0527 ATTORNEYS FOR DEFENDANT COLLEGE PARTNERSHIP, INC.

CERTIFICATE OF SERVICE I hereby certify that on this 20th day of September, 2005, I filed and/or served a true and complete copy of the foregoing SUPPLEMENTAL REPLY FOR APPROVAL OF SUPERSEDEAS BOND, to the following:

Gary Parish, Esq. R. Daniel Scheid, Esq. Sander, Scheid, Ingebretsen, Miller & Parish P.C. 700 17th St., Suite 2200 Denver, CO 80202 Patrick J. McElhinny, Esq. Dianna S. Karg, Esq. Kirkpatrick & Lockhart LLP 535 Smithfield St. Henry W. Oliver Building Pittsburgh, PA 15222 _________________________________ /s/Keri L. Dugan

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