COURT ORDERS SALE OF TAX-LIENED PROPERTY.

1. The San Diego Property shall be sold pursuant to 28 U.S.C. §§ 2001-2004.

2. This Order shall act as a special writ of execution. No further orders or process from the Court shall be required.

3. The San Diego Property is located in the County of San Diego, State of California, and described as Lot 3 of Section 5, Township 18 South, Range 3 East, SBBM, per complete legal description attached hereto as Exhibit A and made a part hereof.

4. The Internal Revenue Service ("IRS") is authorized and directed under 28 U.S.C. §§ 2001 and 2002 to offer for public sale and to sell the San Diego Property. (The term "Internal Revenue Service" or "IRS" as used herein includes its authorized deputies, agents, or officers.)

5. The sale shall be subject to all laws, ordinances, and governmental regulations (including building and zoning ordinances) affecting the premises, as well as any easements and restrictions of record.

6. The public sale of the San Diego Property shall be held either at the courthouse of the county in which the property is located, or on the premises.

7. The date and time for the sale are to be decided and announced by the IRS.

8. The sale shall be free and clear or any interests of Defendants John W. Marsh; Sean Marsh, as co-trustee of the Marsh Trust; and Heather Marsh (now known as Heather Manuel), as co-trustee of the Marsh Trust.

9. The IRS shall determine a reasonable minimum bid. If the minimum bid is not met or exceeded, the IRS is authorized to hold a new public sale under the same terms and conditions as set forth in this Order and, if necessary, to reduce the minimum bid. The property way be sold piecemeal if the IRS deems it to be in the best interest of the United States.

10. At the time of sale, all bidders shall be required to deposit with the IRS a minimum of ten (10) percent of their bids, with the deposit to be made by a certified or cashier's check. Before being permitted to bid at the sale, bidders shall provide to the IRS sufficient proof that they are able to comply with this requirement. No bids shall be received from any persons who have not presented such proof, except the United States, which may bid at the sale as a credit against its judgment without tender of cash.

11. The balance of the purchase price for the San Diego Property is to be paid to the IRS by a certified or cashier's check within sixty (60) days after the date the bid is accepted. A successful bidder who fails to pay the balance of the purchase price within the specified time shall pay the IRS the costs of keeping the property from the date of payment of the balance was due [sic] to the date the bidder pays the balance and takes delivery of the property. A successful bidder who fails to pay the balance of the purchase price within the specified time is in default, and any sum deposited by the bidder in default shall be forfeited and be applied to pay any additional costs incurred by the IRS by reason of the forfeiture and default, including costs incident to resale. The balance of the deposit, if any, shall be deposited into the Registry of this Court for further disposition. The property shall be again offered for sale under the terms and conditions of this Order.

12. The sale is made without right of redemption.

13. The sale of the San Diego Property shall be subject to the confirmation by this Court. The sale shall stand confirmed as of course without any affirmative action by the Court unless (1) written objection is filed with the Clerk within three days of the sale, or (2) the purchaser is in default for failure to pay the balance due on the purchase price. Upon confirmation of the sale of the property and receipt of payment in full, the IRS shall execute and deliver a Certificate of Sale and Deed conveying the property to the purchaser.

14. Upon confirmation of the sale, all interests in, liens against, or claims to, the San Diego Property that are held or asserted by the Plaintiff or any of the Defendants in this action are discharged and extinguished.

15. Notice of the sale shall be published once a week for at least four (4) consecutive weeks before the sale in at least one newspaper regularly issued and of general circulation in the county, state, or judicial district of the United States where the San Diego Property is situated. The notice of the sale shall contain a description of the San Diego Property and the essential terms and conditions of sale as set forth in this Order. The IRS may, at its discretion, provide additional notice by other means as it deems appropriate.

16. The IRS is authorized to have free access to the San Diego Property and to take any action reasonably necessary to preserve it, including retaining a locksmith or other persons to change or install locks or other security devices on any part of the property, until the deed to the property is delivered to the ultimate purchaser.

17. Upon the production of a copy of the Certificate of Sale and Deed, possession of the property sold shall be yielded to the purchaser. If there is a refusal to yield, a writ of assistance may, without further notice, be issued by the Clerk of this Court to compel delivery of the property to the purchaser.

18. Until the San Diego Property is sold and possession yielded to the purchaser, John W. Marsh, Sean Marsh, and Heather Marsh (now known as Heather Manuel) shall take all reasonable steps necessary to preserve the San Diego Property (including all buildings, improvements, and fixtures thereon) in its current condition, including maintaining fire and casualty insurance policies on the property. They shall not commit waste against the property, nor shall they cause or permit anyone else to do so. They shall not do anything that tends to reduce the value or marketability of the property, nor shall they cause or permit anyone else to do so. They shall not record any instruments, publish any notice, or take any other action (such as running newspaper advertisements) that may directly or indirectly tend to adversely affect the value of the property or that may tend to deter or discourage potential bidders from participating in the public sale.

19. Within thirty (30) days of the filing of this Order, John W. Marsh, Sean Marsh, Heather Marsh (now known as Heather Manuel), and all persons occupying the San Diego Property by their permission shall leave and vacate the property permanently. If they fail or refuse to leave and vacate the property by the specified time, the United States, or any other appropriate party, is authorized to take all actions reasonably necessary to bring about the ejectment of such persons.

20. Within thirty (30) days or the filing of this Order, John W. Marsh, Sean Marsh, Heather Marsh (now known as Heather Manuel), and all persons occupying the San Diego Property with their permission shall remove their personal property from the San Diego Property permanently (but not any improvements, buildings, and appurtenances to the property). If they fail or refuse to remove their personal property by the specified time, any personal property remaining on the property is deemed forfeited and abandoned. The IRS is authorized to remove or dispose of such personal property in any manner it deems appropriate, including by sale. In case of sale, the proceeds are to be applied first to the expenses of sale and the balance to be deposited to the Registry of this Court for further disposition.

21. After the sale of the San Diego Property is confirmed, the amount paid by the purchaser shall be distributed in this following order:

Dated: March 25, 2002