Free Joint Case Management Statement - District Court of California - California

Case 5:07-cv-04808-JF

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Filed 06/11/2008

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KURT OSENBAUGH (State Bar No. 106132) DEBORAH YOON JONES (State BarNo. 118127)
WESTON, BENSHOOF, ROCHEFORT,
333 South HOQe Street, Sixteenth Floor Los Angeles, California 90071 Telephone: (213) 576-1000

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SAYAK KARITANI (State BarNo. 240122)
RUBALCAVA & MacCUISH LLP

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Facsimile: (213) 576-1100 E-mail: kosenbaugg~wbcounsei.com
dj ones~wbcounsei. com

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skaritann~wbcounsel.com
Attorneys for Plaintiffs and Counter-Defendants BP WEST COAST PRODUCTS LLC and A TLANTIC RICHFIELD COMPANY

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JOHN G. MICHAL (State Bar No.1 06 1 07) BAKER MANOCK &, JENSEN, P.C. 5260 North Palm Avenue, Fourth Floor Fresno, California 93704-2209 Telephone: (559) 432-5400 Facsimile: (559) 432-5620
E-mail: bmj(fbakermanock.com

Attorneys for Defendants and Counterclaimants

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SAYED FAQUIRYAN, MAGHUL FAQUIRYAN, and AVA GLOBÀL ENTERPRISE, LLC

STTN ENTERPRISES, INC., NAZIM F AQUIRY AN,

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA
BP WEST COAST PRODUCTS LLC, a Delaware Limited Liability Company; and ATLANTIC RICHFIELD COMPANY, a
Plaintiffs,
v.

Case No.: C07 04808 RS

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Delaware Corporation,

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UPDATED JOINT CASE MANAGEMENT STATEMENT OF PARTIES PURSUANT TO FED.R.CIV.PROC. RULES 26(f) and CIVIL LOCAL RULE 16-9
Time: 10:30 a.m.
Ctrm: 4

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STTN ENTERPRISES, INC., a California Coi:oration; NAZIM FAQUIRY AN, an individual; SAYED FAQDIRYAN, an individual; and MAGHUL F AQUIRY AN, an individual; and A V A GLOBAL ENTERPRISE, LLC, a California limited liability company,
Defendants.

CMC Date: June 13,2008

Honorable Jeremy Fogel

Filing Date: September 17,2007

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STTN ENTERPRISES, INC., a California Coi:oration; NAZIM FAQUIRY AN, an individual; SAYED FAQüIRYAN, an individual; and MAGHUL FAQUIRY AN, an individual; and A V A GLOBAL ENTERPRISE, LLC, a California limited liability company,
Counterclaimants,

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BP WEST COAST PRODUCTS LLC, a Delaware Limited Liability ComQany; and; and ATLANTIC RICHFllLD COMPANY, a Delaware Corporation,
Cross-Defendants.

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TO THE HONORABLE JEREMY FOGEL:
Counsel for Plaintiff and Counter-Defendant BP West Coast Products

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LLC ("BPWCP"), and Defendants and Counterclaimants STTN Enterprises, Inc.,
Nazim Faquiryan, Sayed Faquiryan, Maghul Faquiryan, and AVA Global Enterprise,

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LLC (defendants collectively referred to as, the "Defendants") (BPWCP and
Defendants shall collectively be referred to as, the "Parties") held the early meeting of
counsel pursuant to Rule 26(f) of the Federal Rules of Civil Procedure and timely

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submitted a Joint Report as required by Rule 26(f) and Local Rule 16-9. Given the
continuances of the Case Management Conference ("CMC"), the Parties submit the
following Updated Joint Case Management Statement:

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I.

JURISDICTION AND SERVICE
This action concerns, inter alia, the termination of a service station

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franchise relationship, which is governed by the Petroleum Marketing Practices Act,
15 U.S.C. §§ 2801, et seq. (the "PMPA"). Accordingly, this Court has jurisdiction
over BPWCP's claims, by virtue of 28 U.S.C. § 1331 and 15 U.S.C. § 2805(a), and

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this Court's pendent jurisdiction. Furthermore, this Court has jurisdiction pursuant to
28 U.S.C. § 1331,28 U.S.C. §§ 1338(a) and (b), and 28 U.S.C. § 2201, because this is

a civil action seeking declaratory relief under the PMP A. The amount in controversy
exceeds the sum or value of $75,000.00. There are no other parties that remain to be served.

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II.

FACTUAL SUMMARY AND PRINCIPAL ISSUES OF THE CASE

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A. Plaintiffs' Factual Position
BPWCP sold ARCO-branded motor fuels to Defendant STTN
Enterprises, Inc. ("STTN") and allowed an am/pm mini market convenience store
franchise to be operated concurrently with the gasoline station through several written

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franchise agreements. Defendants Sayed Faquiryan and Nazim Faquiryan each
individually guaranteed the obligations owed by STTN to BPWCP under these
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franchise agreements. Pursuant to the franchise agreements, BPWCP licensed to

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STTN the right to use ARCO's trade names, trademarks, and service marks in
connection with the resale of ARCO-branded motor fuels and the operation of the
am/pm mini market convenience store; STTN paid a royalty for use of this right.

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In addition to the requirements for operating the station, the franchise
agreements also required STTN to complete a remodel or retrofit of the station within

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nine (9) months of the commencement of the franchise relationship. To assist STTN

in complying with this "remodel and retrofit" requirement, BPWCP offered STTN a
special loan program to provide some funds specifically for completing construction

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and remodeling of its station and am/pm mini market store.

BPWCP and STTN entered into two such loan agreements (a Store Loan
Agreement and Gasoline Loan Agreement), whereby BPWCP agreed to loan STTN
the total sum of $475,000 to be used toward BPWCP-approved capital improvements

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for the station. Defendants Sayed Faquiryan, Maghul Faquiryan (Sayed Faquiryan's
spouse), and Nazim Faquiryan each individually guaranteed the loan obligations owed

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by STTN to BPWCP under the loan agreements. BPWCP funded and disbursed the

full amount of $150,000 for Defendants' benefit pursuant to the Store Loan
Agreement. BPWCP, however, did not disburse any funds under the Gasoline Loan

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Agreement since STTN failed to provide sufficient financial documents, including

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proof of any payment by STTN of any construction-related expenditures, required
back-up invoices and/or lien releases, all of which are requirements of the Gasoline
Loan Agreement and related Disbursement Agreement.

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On September 6, 2007, BPWCP terminated Defendants' service station
franchise due to STTN's failure to have any gasoline products available for sale to the

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motoring public for at least 15 consecutive days, despite the fact that BPWCP sent

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STTN a total of twelve Defaults for failure to offer all grades of gasoline for sale.
BPWCP's termination was also based upon STTN's failure to timely pay BPWCP for
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gasoline products in a timely manner, incurring an outstanding balance of over

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$126,000, for gasoline product deliveries that are due and payable at the time of

delivery. Given defendants' long-standing debt owed to BPWCP for unpaid gasoline,

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their failure to operate the Station and sell gasoline for at least 15 consecutive days,
and the numerous opportunities given by BPWCP to Defendants to cure the defaults,

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the termination was effective immediately as it was not reasonable for BPWCP to
provide any additional notice to STTN.

STTN also defaulted on the Store Loan Agreement. Pursuant to the Store

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Loan Agreement, STTN must repay the outstanding balance of the loan in full to
BPWCP within 30 days of the occurrence of an "Event of Default." The termination

of the franchise agreements (which occurred on September 5, 2007) is one such
"Event of Default." To date, STTN has failed and refused to pay the outstanding
balance due pursuant to the Store Loan Agreement.

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Based upon these facts, BPWCP's First Amended Complaint seeks
Declaratory Relief under the Petroleum Marketing Practices Act, and actual and
liquidated damages for Breach of Contract under the franchise agreements, loan

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agreements, and guaranties; Unified Judicial Foreclosure; Unjust Enrichment;

Common Count for Goods Sold and Delivered; and Violation of the California
Business & Professions Code § § 17200, et seq.

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Furthermore, at the time BPWCP and ARCO filed their First Amended
Complaint, Defendants were violating Federally-registered trademarks, trade names
and service marks and using proprietary materials.

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Thus, BPWCP also asserted

claims based upon these violations and applied for a temporary restraining order and
preliminary injunction.

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Defendants, however, represented in writing that the

trademark materials have since been removed and BPWCP withdrew its temporary

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restraining order and preliminary injunction papers. BPWCP and ARCO also recently
agreed to dismiss the trademark-related causes of action in exchange for Defendants'
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agreement to dismiss ARCO as a counter-defendant.
B.

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Defendants' Factual Position

Plaintiffs BP WEST COAST PRODUCTS LLC ("BPWCP") is a refiner

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and distributor of branded motor fuel in the State of California. STTN
ENTERPRISES, INC. ("STTN"), operates a motor fuel retail station in Hollister,

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California. NAZIM F AQUIRY AN and SA YED F AQUIRY AN are shareholders of

STTN and AVA GLOBAL ENTERPRISES, LLC ("AVA"). AVA owns the land on

which STTN's station operates. In addition, NAZIM, SA YED, and MAGHU

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FAQUIRYAN (Sayed's wife) signed as guarantors on some of the agreements
between STTN and Plaintiffs.

BPWCP and STTN entered into two franchise agreements on July 11,

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2006. The purpose of these agreements is for STTN to operate an ARCO-branded

motor fuel station and AMM mini-market at 631 San Felipe Road, in Hollster,
California (the "Station"). STTN paid $70,000.00 as a franchise fee and agreed to
make periodic royalty payments for the right to operate the franchises.

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After little more than one year, and after Defendants had spent over
$1,000,000 to remodel the Station to BPWCP's specifications, on September 6, 2007,
BP sent notice that it was terminating the franchise agreements. BPWCP further

stated that the termination was effective immediately. The termination of franchise
agreements for the sale of branded motor fuels is governed by the Petroleum
Marketing Practices Act, 15 U.S.C. § 2801, et seq. ("PMPA"). As a result of

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rampant

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abuse by refiners and distributors like BPWCP and ARCO, Congress enacted the
PMP A. The PMP A is designed to provide some degree of protection for franchisees
against the arbitrary and ruthless actions by refiners and distributors of branded motor

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fuei. Accordingly, Congress requires all refiners and distributors to satisfy certain
substantive and procedural requirements before a franchise agreement can be legally

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terminated under the PMP A. Plaintiffs' compliance with these requirements is plainly
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lacking this case. The remaining causes of action alleged by Plaintiffs all flow from
this ilegal termination.
Prior to July 2006, STTN, operated a Chevron-branded motor fuel station

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at 631 San Felipe Road, in Hollister, California (the "Station"). STTN profitably

operated the station and enjoyed a good business relationship with Chevron. At some

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point before May 2006, STTN was approached by employees of BPWCP, and/or
ARCO (collectively "Plaintiffs"). Plaintiffs asked to purchase the Station from STTN

or for STTN to brand the Station as an ARCO. STTN rejected the purchase offer and

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agreed to re-brand the Station into an ARCO-branded station. To effectuate the
transition to an ARCO-branded motor fuel station, BPWCP offered STTN a self-

amortized loan package in the amount of $475,000. In essence, so long as STTN sold

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a specified amount of product annually, a portion of the debt would deemed repaid
each year by BPWCP. On May 25,2006, BPWCP provided a Commitment Letter to

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STTN in the sum of$475,000.

On July 11, 2006, BPWCP and STTN entered into two franchise
agreements. The purpose of these agreements was for STTN to sell ARCO-branded

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motor fuel as well as to operate an AMM convenience store at the Station. The
agreements required STTN to be operating as an ARCO-branded motor fuel station by

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April 11, 2007. The parties orally agreed that the Station would be operated as a "gas
only" station starting October 10, 2006, until the Mini Market was completed.
In order to comply with the construction schedule promulgated by

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BPWCP, STTN was forced to begin reconstruction on the Station immediately.

BPWCP worked closely with STTN throughout the construction phase by approving site plans, contractors, architects, and informing STTN of deficiencies. BPWCP also

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knew that the Station was a re-brand, not a new, ground-up facility. STTN worked
diligently to satisfy all of BPWCP' s requirements. Indeed, STTN spent of $790,000

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of its own funds to remodel the Station. BPWCP did not finalize its loan agreements
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until February 12, 2007. The loan was to be disbursed according to the various

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schedules accompanying the loan documents, including the proposed budget and the

disbursement schedule. Despite its close involvement with the process, and despite
having made a commitment to assist STTN in the construction of the Station, BP
consistently refused to provide any loan funds to STTN.

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As a result of BPWCP's breach of its obligations under the loan
agreements, while at the same time requiring STTN to continue construction and
purchase motor fuel, STTN was unable to pay some of its contractors on time.

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Mechanics liens were then filed by certain contractors. However, as of July 7, 2007,

STTN completely paid off all liens on the Station. Stil, BPWCP refused to comply
with the loan agreements. During this same time period, because of STTN' s working

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capital was tied up in construction costs awaiting reimbursement from BPWCP,
STTN fell behind in its payments for gasoline delivery and was put on a cash-ondelivery basis.
BPWCP eventually paid $150,000.00 of

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the loan in July 2007. However,

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the remaining $250,000.00 of

the loan funds then due were not disbursed by BPWCP.

STTN demanded disbursement of said funds to payoff the creditors of the project and

replenish its working capital, but BPWCP refused, claiming that it lacked all of the
required documents.

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STTN asked for clarification as to which documents were

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missing, and BPWCP simply refused to inform STTN of the missing documents. At

the same time, BPWCP demanded that STTN continue to purchase gasoline. Being
forced to use its operating capital to satisfy the construction debts due to BPWCP's

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refusal to disburse the loan, STTN asked that BPWCP enter into an escrow agreement

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whereby STTN would place the remaining money due for fuel into escrow and
BPWCP would similarly place the loan funds in escrow. BPWCP initially agreed to
this request, but later failed to place the loan funds in escrow without explanation.

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Indeed, even as of August 31, 2007, BPWCP offered STTN reassurances that all the
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information needed to fund the loans was in BPWCP's possession and the funds
would be disbursed soon.
On August 31, 2007, BPWCP sent seven notices of default to STTN,

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each alleging that STTN failed to offer any grade of motor fuel for sale to the public

on a specified date. However, STTN sold 91 octane and diesel gasoline during the

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relevant dates cited by BPWCP. Moreover, STTN could not sell 87 and 89 octane
gasoline for part of the relevant period because BPWCP refused to deliver any motor

fuel to the Station, despite STTN obtaining and offering a cashier's check to tender
upon delivery.

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On September 6, 2007, BPWCP terminated the franchise agreement. In

so doing, it cited (1) STTN's failure to offer any grade of motor fuel to the motoring
public for a period of seven consecutive days and (2) STTN's failure to pay all sums
when due. Rather than give the 90 days notice that is typically required under the
PMP A, and without any factual basis thereof, BPWCP cited risk of confusion to the
public and safety risks as justifying an immediate termination of the franchise

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agreement.

As such, the franchise relationship was allegedly terminated on
On September 17 and 18, 2007, BPWCP sent multiple agents to "de-

September 6, 2007.

brand" the Station. As part of the de-branding process, BPWCP removed, destroyed,

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re-painted, or otherwise obliterated any registered trademark or proprietary

information belonging to BPWCP. STTN, while maintaining that the franchise
agreement was terminated ilegally, cooperated with BPWCP during the de-branding
process.

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Curiously, while the de-branding was carried out over the two-day period

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September 11,2007, the Station was stil improperly displaying these Protected Marks..." some six days
from September 17 to 18, BPWCP's complaint is that "(a)s of

before the Station was de-branded. (emphasis added) Since the de-brand, Defendants
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have continued to operate the Station, but as an independent station. Defendants are
not currently using or otherwise infringing any protectable marks.

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Apparently dissatisfied with their own de-branding efforts, Plaintiffs filed

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an Ex Parte Application for a TRO on October 18, 2007. They have subsequently
withdrawn that Application.

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c.

Le2al Issues
1.

The propriety of BPWCP's termination of the various franchise

agreements under the PMP A;
2. The enforceability of the franchise agreement;

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3. The enforceability of the loan agreements;
4. The enforceability of

the individual guarantees;

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5.

Whether any of the Parties breached any of the franchise and loan

agreements and guarantees and damages resulting therefrom;
6.

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Any damages accruing as a result of Defendants' and Counter-

Claimants alleged defaults (which Defendants and Counter-Claimants deny);
7. Whether Defendants and Counter-Claimants unfairly competed

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with Plaintiffs or engaged in unfair business practices;
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Whether BPWCP is estopped from seeking enforcement of the
Whether any of the Parties are guilty of unclean hands;
Whether any of the Parties failed to mitigate their damages, if any;

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various agreements;
9.
10. 11.

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Whether any of the Parties waived any alleged breaches of the

various agreements;

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12. Whether any of any of the Parties' alleged damages were caused
by the actions of the other Parties or third parties;
13.

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Whether any of the Parties' conduct was privileged, excused or

justified;
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14.

Whether Defendants and Counter-Claimants signed the varrous

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agreements under economic duress;
15. Whether Defendants' and Counter-Claimants' performance of any

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of the various agreements was excused by BPWCP prior breach;
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Whether BPWCP breached the covenant of good faith and fair
Whether BPWCP committed fraud;

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dealing contained in the various agreements;
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Whether BPWCP made negligent misrepresentations;
The damages sustained by the Parties.

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D.

Procedural Status
On September 18, 2007, BPWCP filed a complaint for damages arising

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out of Defendants' breach of the Contract Dealer Agreement and am/pm Mini Market

Agreement governing their franchise relationship with BPWCP; for damages arising

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out of Defendants' breach of the loan guaranties; and for declaratory relief under 15
U.S.C. §2801, et seq., the Petroleum Marketing Practices Act ("PMPA"). On October

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1 8, 2007, BPWCP and ARCO filed an amended complaint, adding new claims for
damages arising out of Defendants' trademark violations; for damages arising out of

Defendants' breach of the am/pm Mini Market Loan Agreement; and for judicial
foreclosure on Defendants' real propert and personal propert.
On October 18,2007, BPWCP filed a First Amended Complaint.

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On December 6, 2007, Defendants and Counterclaimants filed their

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Answer to the First Amended Complaint and Counterclaims for damages for wrongful
termination of their service station franchise.

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On or about December 26, 2008, BPWCP and ARCO filed their Answer
to Defendants' Counterclaim.

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On or about February 28, 2008, the Court, on its own motion, continued

the previously scheduled CMC to March 14, 2008. At the March 14, 2008 CMC, the
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Parties indicated a wilingness to proceed to mediation and the Court continued the
CMC and set a mediation deadline and post-mediation status conference for June 13,
2008.

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On May 21, 2008, the Court signed the stipulation and order to continue
the mediation cut-off and post-mediation status conference to August 22, 2008.
E.

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Motions
BPWCP currently has reserved August 8, 2008 for hearing on its motions

for summary judgment/partial summary judgment concerning its operative Complaint
and the Counterclaim.
F.

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Amendment of Pleadin2s
On May 14, 2008, BPWCP filed a Stipulation and (Proposed) Order for

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Leave to Amend the First Amended Complaint (and file a Second Amended

Complaint), which the Court signed on or about May 19,2008.

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Prior to filing the Second Amended Complaint previously lodged with
the Court, BPWCP determined that further clarification was necessary. Therefore, on
June 6, 2008, BPWCP filed a Stipulation and (Proposed) Order for Leave to File a

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Revised Second Amended Complaint, which is stil pending before this Court as of
the date of

this Joint Statement.

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III.

INITIAL DISCLOSURES
The Parties have exchanged initial disclosures. The Parties acknowledge

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their respective continuing obligations to supplement all information required to be
disclosed as initial disclosures under the Rules.
IV.

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NOT A COMPLEX CASE
The Parties do not consider this a complex case that should be governed

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by the rules set forth in the Manual for Complex Litigation.

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V.

DISCOVERY

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The Parties have exchanged initial written discovery. The Paries have
taken some depositions and have scheduled upcoming depositions. The Parties do not
believe that any immediate changes should be made to the rules governing discovery

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except for those set forth below.

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Anticipated subjects of discovery include BPWCP's termination of the
franchise agreement, the circumstances surrounding the loans offered by BPWCP to
STTN, and any claims in the Complaint and Defendants' defenses and counterclaims.

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BPWCP believes that there is no need to change the limitations on

discovery imposed by the Federal Rules of Civil Procedure. Defendants want to take
12 depositions of percipient witnesses, as opposed to the ten depositions allowed

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under Rule 30(a)(2). BPWCP disagrees that extra depositions need to be taken, given
the straightforward facts of this case.

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VI.

RELATED CASES
The Parties are unaware of any related cases at this time.

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VII. RELIEF
A.

BPWCP
In its revised Second Amended Complaint, BPWCP seeks declaratory

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relief under the Petroleum Marketing Practices Act (15 U.S.C. §§ 2801, et seq.) and

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damages for breach of contract (gasoline agreement), breach of contract - mini market

agreement, breach of franchise guaranties, common count - goods sold and delivered,
unjust enrichment, breach of contract (mini market loan agreement), breach of

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contract (mini market guaranties), and judicial foreclosure.
B.

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STTN

Although Defendants and Counter Claimants have not yet filed their

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response to Plaintiff s Second Amended Complaint, Defendants and Counter
Claimants anticipate seeking damages in the approximate amount of $ 1.7 milion for
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Plaintiff s breaches of the varrous agreements between the parties, its
misrepresentations and its wrongful termination of the franchise agreements.

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In

addition, Defendants and Counter Claimants anticipate seeking costs, attorneys fees
and exemplary damages.

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VIII. SETTLEMENT AND ADR
The Parties are scheduled to mediate this matter before the Honorable

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(Ret.) Legge on August 1 1, 2008, in San Francisco, California.

IX.

SCHEDULING
BPWCP and the STTN Parties are not in agreement with respect to the

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proposed discovery, motion and trial schedule and each of the Parties propose the
following:
A.

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BPWCP's and ARCO's Proposed Schedule:

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Description
Initial expert witness disclosure

Date
September 8, 2008
September 19, 2008 September 19, 2008

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Rebuttal expert witness disclosure

Last day to amend pleadings or join
parties

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Expert and fact discovery cut-off

November 17, 2008
December 2, 2008

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Motion cut-off
Pre-trial Conference Discussion
Date for Pre-trial Conference
Trial (7-1 0 days)

December 23, 2008
January 2, 2009

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February 2,2009

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B.

The STTN Parties' Proposed Schedule:
Description
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Initial expert witness disclosure

October 1, 2008

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3

Rebuttal expert witness disclosure

November 1, 2008

Last day to amend pleadings or join
parties

November 1,2008

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Expert and fact discovery cut-off Motion (non-dispositive) cut-off

December 1, 2008

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November 15, 2008
December 14, 2008
January 15, 2009

Motion (dispositive) cut-off
Settlement Conference

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Pre-trial Conference Discussion Date for Pre-trial Conference
Trial (10 days)

February 15, 2009
February 22,2009

March 16, 2009

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Furthermore, BPWCP advises this Court that their counsel of record wil
be engaged in trials on other matters on the following dates:
. July 14, 2008 for approximately 2 weeks (matter pending in Los

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Angeles Superior CourtCCW before The Honorable Victoria
Chaney).

. August 26,2008 for approximately 2 weeks (matter pending in the
U.S. District Court, Central District of California before The

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Honorable Philip S. Gutierrez).

Counsel for BPWCP is also unavailable December 15, 2008 through
January 1, 2009.

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Defendants advise this Court that their counsel of record wil be engaged
in trials on other matters on the following dates:
. August 27, 2008 for approximately three days in Fresno County
Superior Court;

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25.
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. September 18-26, 2008 for a binding arbitration;
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. October 1, 2008 for approximately eight weeks in Orange County

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Superior Court;
. October 6, 2008 for approximately one week in Fresno County
Superior Court;

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. October 14-17, 2008 for approximately four days in Fresno

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Superior Court;
. October 27-31, 2008 for approximately five days in Tulare County

Superior Court;

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. November 17-21, 2008 for approximately five days in Merced
County Superior Court;

. December 8, 2008 for approximately seven days in Fresno County
Superior Court;

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. January 20, 2009 for approximately seven days in Fresno County

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Superior Court;
. February 2-6, 2009 for approximately five days in U.S. District

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Court, Northern District in San Francisco;
. March 9, 2009 for approximately five days in Fresno County

Superior Court; and
. April 13, 2009 for approximately five days in Fresno County
Superior Court.

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x.

TRIAL ESTIMATE
BPWCP and ARCO estimate that a trial in this action wil require 7-10

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days. Defendants estimate that a trial in this action wil require ten (10) days.

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XI.

ADDITIONAL PARTIES

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At this time, unless discovery yields new evidence, the Parties do not
anticipate the appearance of additional parties.
RESPECTFULLY SUBMITTED BY:

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DATED: June 11,2008

KURT OSENBAUGH

DEBORA YOON JONES
WESTON, BENSHOOF, ROCHEFORT,

SAY AK KAITANI

9
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11

Wm??L1~
Attorneys for Plaintiffs and Counter-Defendants BP WEST COAST PRODUCTS LLC and A TLANTIC RICHFIELD COMPANY

RUBALCAVA & MacCUISH LLP

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DATED: June 11, 2008

JOHN G. MICHAL BAKER MANOCK & JENSEN, PC
/s/

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John G. Michael Attorneys for Defendants and Counterclaimants STTN ENTERPRISES, INC., NAZIM
F AQUIRY AN, SAYED F AQUIRY AN, MAGHU F AQUIRY AN, and A V A GLOBAL ENTERPRISE, LLC

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