PROPOSED SETTLEMENT; FULL TEXT

Hi All,
OK; enough guessing; here is a full text of the Proposed Settlement. It is an OCR so while not perfect, it is essentially true to the original:

Dave
-------------------------------------------------------------------------

SETTLEMENT AGREEMENT

United Civic Organization, Inc., on the one side ("UCO"), and W.P.R.F, Inc. and The Benenson Capital Company (collectively "WPRF"), on the other side, in consideration of the mutual covenants set forth below, stipulate to the settlement of certain matters between them, as follows:

1. Dismissals: Promptly after the execution of this Agreement and its approval as set forth in Paragraph 6 herein, the parties will file joint stipulations for dismissal of this Arbitration and Litigation (as listed herein) with prejudice, each party to bear their own attorneys' fees and costs. The Arbitration and Litigation is as follows:

1. American Arbitration Association ("AAA") commercial arbitration, United CivicOrganization, Inc. v. W.P.R.F., Inc. and The Benenson Capital Company, Case No.32 181 Y 00138 07;

2. W.P.R.F., Inc. v. George Loewenstein, Case No. 50 2007 CA 017430.

The parties agree to jointly cooperate to obtain the dismissals of the following Federal lawsuits:

Joseph Friedman, et al. v. The Benenson Capital Company, et al, Case No. 07-80009 Civ-Hurley and Myron Solomon, et al v. W.P.R.F., Inc., et al, Case No. 07-80080 Civ-Hurley, including but not limited to filing joint motions to dismiss. The parties agree that this Agreement resolves all claims between the parties, including any claims which could be brought in the Federal lawsuits.

3. Effective Date: The Effective Date of this Agreement shall be 30 days after the filing of the last dismissal of the above-listed Arbitration and Litigation.
1
Settlement Agreement

3. Payment: After the Effective Date, in full and final settlement of any and all claims in this Arbitration and/or Litigation, WPRF agrees to make the following payments:

1. On the Effective Date of this Agreement, WPRF shall pay to UCO the amount of $400,000 to reimburse UCO for litigation fees and expenses incurred;

2. On or before June 1, 2009, WPRF shall pay to UCO the amount of $200,000 for additional expenses incurred;

3. Beginning on or before the 10th day of January 2009, and on or before the 10th day of the next 23 consecutive months (for a total of 24 months) WPRF shall pay $100,000 per month into the Operating Account.

The funds for these payments shall be made from the existing residents' reserve account; the remaining balance necessary to make the foregoing payments into the Operating Account shall be paid by WPRF as necessary.

UCO waives any rights with respect to any amounts currently in the residents' reserve account.

The payments set forth herein shall not be deemed Operating Expenses by WPRF.

4. Stay of Arbitration. Counsel for the parties shall immediately file a joint agreed motion to stay the current AAA arbitration and cancel the final hearing scheduled to commence on May 5, 2008 and August 4, 2008, pending the consummation of this Agreement.

5. Business Interruption Insurance. The parties acknowledge that the "insurance policies" as referred to in the Operating Agreement to the Millennium Amendment, Section 5, Subsection D (page 17 of 32) include business interruption insurance.

UCO agrees to include the business interruption insurance premium at the same limits of coverage in the Operating Budget commencing November 1, 2008 and each year thereafter, with any increases being subject to the UCO Operating Agreement.

6. Approval by Delegate Assembly: This Agreement is subject to approval by the Delegate Assembly. The decision to approve shall be voted on by the Delegate Assembly by

2

Settlement Agreement

5:00 p.m., Monday, April 7, 2008. (number 7 corrected by Poster, it reads 8 in the original) The UCO officers signing this Agreement shall recommend the approval of this Agreement by the Delegate Assembly.

7. Releases: The parties will execute mutual releases in the forms attached as Exhibits A, B, C, and D hereto which shall be delivered on the Effective Date.

8. No Admission of Liability: The parties stipulate and agree that entry into this Agreement does not constitute, for any purpose whatsoever, either directly or indirectly, an admission of any liability based upon a violation of law or contract, or any other legal obligation whatsoever, and that each party against whom the claims have been made expressly denies any such liability or obligation. Nevertheless, this Agreement is entered into to resolve and release all disputes between and among themselves and to avoid incurring additional costs and attorneys' fees, and to avoid the risks and uncertainties, and time commitment of proceeding with litigation.

9____ Tax Treatment: The parties agree that they will not object with respect to the
characterization or tax treatment of the payments made and received in accordance with the terms of this Agreement.

10. Attorneys' Fees and Costs in the Litigation: The payment described in the Paragraph 3 entitled Payment is in full settlement of all claims in this case; accordingly, each party shall bear their own attorneys' fees, costs, expert costs and fees, and any other costs associated with the Arbitration and/or Litigation between the parties, except for the $400,000 payment to UCO as described in Paragraph 3.1.

11. Choice of Law, Venue and Jurisdiction: This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Florida without regard to

3

Settlement Agreement

choice of law principles thereof. The exclusive venue and jurisdiction for any legal proceeding by or against any party to this Agreement arising from or related to this Agreement or the breach thereof shall be in the Circuit Court of 15th Judicial District, in and for Palm Beach County, Florida.

12. Waiver of Jury Trial; Attorney's Fees: All parties to this Agreement hereby waive any right to trial by jury of any controversy, dispute or claim arising out of or relating to any provision of this Agreement or the breach thereof. The prevailing party shall be entitled to reasonable attorney's fees and costs incurred in enforcing this Agreement or in defending any claim brought in violation hereof.

13. Sever ability: The failure of any provision of this Agreement shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver of such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision.

14. Merger: This Agreement, and any Exhibits hereto, represents the entire understanding and agreement between the parties with respect to the subject matter hereof and there are no promises, agreements, conditions, undertakings, warranties, or representations, whether written or oral, express or implied, between the parties other than as set forth herein. This Agreement cannot be amended, supplemented, or modified except by an instrument in writing signed by the parties against whom enforcement of such amendment, supplement or modification is sought. Notwithstanding anything contained herein to the contrary, all prior agreements, including but not limited to the Millennium Amendment (and Operating Agreement) and the Long-Term
Leases, shall remain in full force and effect.

4

Settlement Agreement

15, Warranties: Each party to this Agreement represents and warrants that it is fully entitled to make and execute this Agreement. Each party to this Agreement further represents and warrants that it has not assigned or transferred any interest in any of the respective rights or claims which it may have or had against any other party to this Agreement.

16. Successors in Interest: All of the terms and provisions of this Agreement shall bebinding upon, inure to the benefit of and be enforceable by the parties and their respectiveadministrators, executors, legal representatives, heirs, successors and permitted assigns.

17. Counterparts: This Agreement may be executed in counterparts, and upon such execution, shall be complete, and the terms, provisions and obligations set forth shall be in full force and effect.

18. Miscellaneous: All of the parties have had the terms of this Agreement and its attachments reviewed by their independent counsel prior to signing it, or they have had the opportunity to do so. The parties expressly disavow any rule of construction whereby the terms of this Agreement are to be construed against the drafter. All headings and titles in this Agreement are for descriptive purposes only and they shall not have any effect on the interpretation of the terms of this Agreement.

SIGNATURE PAGE FOLLOWS:

Settlement Agreement

UNITED CIVIC ORGANIZATION, INC.
By:,
George Loewenstein, as Its:/President
George Loewenstein, individually

W.P.R.F., INC. By:
Mark F. Levy Its: President

Treasurer

Settlement Agreement

THE BENENSON CAPITAL COMPANY
By: The Charles B. Benenson Family Trust, a partner
By: