IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING SETTLEMENT AND RELEASE AGREEMENT On June 13, 2011 (the Petition Date), each of the Debtors2 filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in this Court. On November 1, 2011, the Court entered an order [Docket No. 1287] (the Confirmation Order) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Prior to the Petition Date, on or about January 4, 2011, Jean Paige (Paige) filed a Complaint against Debtor Marie Callender Pie Shops, Inc. (MCPSI) and Chuck Markovich, a

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan).
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current employee at MCPSI, in the Los Angeles County Superior Court, Case No. PC049911 (the Complaint). Subsequent to the Petition Date, on or about August 16, 2011, Paige filed a proof of claim in these chapter 11 cases against MCPSI (subsequently assigned Claim Number 1781 by the Debtors claims agent in the Chapter 11 Cases) in the amount of $150,000, attaching thereto a copy of the Complaint (the Paige Proof of Claim). Since the filing of the Paige Proof of Claim, Paige and the Reorganized Debtors (together, the Parties) have engaged in arms-length negotiations with respect to the Complaint and the Paige Proof of Claim. As a result of those negotiations, the Parties have agreed to fully and finally compromise, settle and resolve all claims and differences between them arising out of Paiges employment with MCPSI, including, without limitation, the Complaint and the Paige Proof of Claim, pursuant to the terms of that certain Settlement and Release Agreement (the Agreement).3 A copy of the Agreement is attached as Exhibit 1 to the proposed form of order (the Proposed Order) attached hereto as Exhibit A. The Reorganized Debtors submit that the Agreement and the Proposed Order are appropriate and consistent with the Parties discussions, and that entry of the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. Paige has consented to the entry of the Proposed Order.

To the extent there is any inconsistency between the summary provided herein and the actual terms and conditions of the Agreement, the latter shall control.

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Accordingly, the Reorganized Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit A, without further notice or a hearing. Dated: July 20, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR THE REORGANIZED DEBTORS

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EXHIBIT A Proposed Order

01:12303038.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. __________ ORDER APPROVING SETTLEMENT AND RELEASE AGREEMENT Upon consideration of the Settlement and Release Agreement (the Agreement), a copy of which is attached hereto as Exhibit 1 hereof; and it appearing that the Agreement is in the best interests of the Debtors,2 their Estates and creditors, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors, including Marie Callender Pie Shops, LLC, and other parties in interest in these Chapter 11 Cases; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED that the Agreement is approved, and the terms, conditions and provisions of the Agreement are incorporated in this Order by reference as if fully set forth herein; and it is further ORDERED that the claims agent in these Chapter 11 Cases, Omni Management Group, LLC, is hereby authorized and empowered to amend the claims register in these Chapter

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement).
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11 Cases as necessary to comport with the entry of this Order and the terms, conditions and provisions of the Agreement; and it is further ORDERED that the Reorganized Debtors are authorized and empowered to take any and all necessary steps to carryout, implement and otherwise effectuate the terms, conditions and provisions of the Agreement and this Order; and it is further ORDERED that this Court shall retain jurisdiction to interpret, adjudicate any disputes arising under, and enforce this Order and the Agreement. Date: July ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Agreement

01:12303027.1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the Agreement) is entered into by and between JEAN PAIGE, an individual ("Plaintiff" or "PAIGE"), and Marie Callender Pie Shops, Inc. (n/k/a Marie Callender Pie Shops, LLC) ("MARIE CALLENDERS"), for and on behalf of itself and its affiliated Reorganized Debtors. Plaintiff and MARIE CALLENDERS will be referred to collectively herein as the "Parties", and each a "Party".

RECITALS
This Agreement is entered into with reference to the following facts: I. On or about January 4, 2011, PAIGE filed a Complaint against MARIE

CALLENDERS and CHUCK MARKOVICH, a current employee at Marie Callenders in the Los Angeles County Superior Court, Case No. PC0499 I I, (the Complaint); 2. On June 13, 2011 (the "Petition Date"), MARIE CALLENDERS and certain of

its affiliates (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq., (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), thereby commencing chapter II cases under the Bankruptcy Code, (collectively, the "Chapter 11 Cases") and thereafter, the Debtors continued to operate their businesses and manage their properties as debtors in possession under the Bankruptcy Code; 3. On or about August 16, 2011, Plaintiff timely filed a proof of claim against the

Debtors, which proof of claim was subsequently assigned Proof of Claim No. 1781 by the Debtors claims and noticing agent in the Chapter 11 Cases (the "Paige POC"); 4. On or about November 1, 2011, the Bankruptcy Court entered an order [Docket

No. 12871 (the "Confirmation Order") confirming the Debtors Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as
1

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as hereinafter defined). LosAngeles 117130 03734.0176 NewYorkOl 149374v2 241182.0001
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may be amended, modified or supplemented from time to time, and as supplemented by the Plan Supplement) (collectively, the "Plan") pursuant to section 1129 of the Bankruptcy Code; 5. 6. On or about November 30, 2011, the Plan became effective; To avoid the further expenditure of time, effort and money, and without

determining the validity or invalidity of the positions of the Parties with respect to the Complaint, the Parties desire to fully and finally compromise, settle and resolve claims and differences between them arising out of Plaintiffs employment with MARIE CALLENDERS;

AGREEMENT
NOW, THEREFORE, in consideration of the promises set forth below and for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, covenant and agree as follows: 1. CLAIM RESOLUTION (a) Except as otherwise provided herein, the Parties hereby agree that the

execution of this Agreement and Bankruptcy Court approval hereof will fully and finally resolve any and all issues, disputes or controversies arising from or related to any and all claims and causes of action of PAIGE, including the Paige POC (collectively, the "Paige Claims"). (b) In full, complete and final satisfaction of the Paige Claims, without the

need for any further action on the part of either of the Parties or the Court, Paige POC shall be deemed to be an Allowed General Unsecured Claim in the aggregate amount of seventy one four hundred fifty ($71,450.00) dollars to be treated pursuant to, and in accordance with, the Plan as set forth herein below ("Allowed Paige Claim"). (c) Subject to the effectiveness of this Agreement (as set forth in paragraph 6

of this Agreement), on or before August 15, 2012, or as soon as reasonably practicable thereafter, the Reorganized Debtors shall make a distribution to PAIGE, in accordance with the terms of the Plan and the Confirmation Order, on account of the Allowed Paige Claim (the "Perkins Distribution"), in full and final settlement of any and all of PAIGEs claims and causes

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of action, against MARIE CALLENDERS, the Debtors and their estates, the Reorganized Debtors, and CHUCK MARKOVICH in connection with the Paige Claims. (d) The Reorganized Debtors will make the Perkins Distribution in

accordance with Article IV.E of the Plan and the Perkins Distribution shall be made in a draft to be transmitted to by personal delivery, Federal Express priority next day, or other similar trackable means by the due date. The draft shall be made out to Hunt C. Braly, Attorney at Law Trust Account, and shall be delivered by the due date to Hunt C. Braly, Attorney at Law, 25152 Springfield Court, Suite 100, Valencia, California 91355. 2. DISMISSAL

Upon full execution of this Agreement, and upon the payment to PAIGE as set forth in Paragraph I hereinabove, Plaintiff shall file a dismissal of the Complaint, in form satisfactory to MARIE CALLENDERS against all defendants named therein with prejudice in the Los Angeles County Superior Court, Case No. PC04991 I. 3. RELEASE BY PAIGE

Upon payment in full, Plaintiff PAIGE, for herself and for and on behalf of her heirs, executors, administrators, successors and assigns, hereby releases, acquits and forever discharges MARIE CALLENDERS and the Reorganized Debtors, and their affiliates, subsidiaries and related entities, and their past or present officers, directors, shareholders, persons, employees (specifically including but not limited to MARKOVICH), agents, servants, representatives, members, attorneys, insurers, re-insurers, assigns, and affiliates and any and all other entities with whom MARIE CALLENDERS and the Reorganized Debtors have been, are now, or may hereafter be affiliated with (collectively "Releasees"), from any and all claims, demands, obligations, actions, causes of action, liabilities, debts, promises, agreements, demands, attorneys fees, losses and expenses, known or unknown, suspected or unsuspected, filed or unfiled, that she may have or have had arising out of any known or unknown fact, condition or incident occurring prior to the date of this Agreement, arising out of or in connection with any 3
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claims, demand, charges, or complaints, arising from her employment, the cessation thereof, or any other interaction or relations with Releasees, except for any class actions which PAIGE is considered a member of. This release includes, without limiting the generality of the foregoing: any and all claims, demands, causes of actions, obligations, charges, liabilities, attorneys fees, costs, actual, compensatory and punitive damages, and all claims for any other type of relief relating to, arising out of, or based upon: violation of Labor Code, retaliation and wrongful termination in violation of public policy; all claims of harassment (including but not limited to hostile work environment), discrimination, wrongful termination, and/or retaliation in violation

of State or Federal law; all claims for failure to prevent harassment, discrimination, and/or
retaliation; all claims based on tort (including but not limited to Assault and Battery) and/or breach of contract, whether written or oral, express or implied, and any covenant

of good faith

and fair dealing; all claims for unpaid commissions, wages, or other benefits, including severance payments; any claims for meal and rest period violations; any claim for unlawful or unfair business practices; all claims for emotional distress; and all claims generally relating to Plaintiffs employment and the cessation thereof, including any alleged violation

of any federal,

state or other governmental statute, regulation, ordinance, or executive order, except for any class actions which PAIGE is considered a member, including without limitation: (I) The Civil Rights Acts of 1866, 1964, and 1991, as amended;

(2)
(3) (4) (5) (6) (7)

42 U.S.C. 1981;
The California Fair Employment and Housing Act: Section 503 of the Rehabilitation Act of 1973; The Fair Labor Standards Act (including the Equal Pay Act); The California and United States Constitutions; The California Labor Code, specifically including claims under the California Private Attorney General Act pursuant to

Labor Code section

2698, et seq.;
4
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(8) (9) (10) (Ii) (12) (13) (14) (15) (16) (1 7) (1 8) (19) (20)

The California Business and Professions Code; The Employment Retirement Security Act, as amended; The California Family Rights Act; The Americans with Disabilities Act; The Family Medical Leave Act; The California Pregnancy Discrimination Act; The California Wage Orders; The National Labor Relations Act; The Immigration Reform and Control Act; California Occupational Safety and Health Act, or the Federal equivalent; The Worker Adjustment and Retraining Notification Act; The Age Discrimination in Employment Act of 1967, as amended; and The Older Workers Benefit Protection Act.

This release in all respects has been voluntarily and knowingly executed with the express

intention of effecting the legal consequences provided in the California Civil Code 1541, that
is, the extinguishment of obligations herein designated. 4. WAIVER OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE

It is the intention of the Parties that the foregoing general releases shall be effective as a bar to all actions, causes of action, suits, claims or demands of every kind, nature or character whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, referred to above, except those reserved in this Agreement. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY LEGAL COUNSEL AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE 1542, WHICH PROVIDES AS FOLLOWS: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have

5
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materially affected his or her settlement with the debtor." THE PARTIES EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS OR BENEFITS THEY MAY HAVE UNDER, OR WHICH MAY BE CONFERRED UPON THEM, BY THE PROVISIONS OF 1542 OF THE CALIFORNIA CIVIL CODE TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY WAIVE SUCH RIGHTS OR BENEFITS PERTAINING TO THE SUBJECT MATTER OF THIS RELEASE. In conjunction with such waiver and relinquishment, the Parties hereby acknowledge that they are aware that they or their attorneys may hereafter discover claims and facts in addition to or different from those which they now or believe to exist with respect to the subject matter of or any party to this Release, but that it is nonetheless the intention of the Parties to hereby fully, finally, and forever settle and release any and all disputes and differences, known or unknown, suspected or unsuspected, as to the released matters. 5. ACKNOWLEDGMENT OF RIGHTS AND WAIVER OF CLAIMS UNDER

THE AGE DISCRIMINATION IN EMPLOYMENT ACT Plaintiff acknowledges that she is knowingly and voluntarily waiving and releasing any rights she may have under the Age Discrimination in Employment Act ("ADEA"). Plaintiff also acknowledges that the consideration given for the waiver and release in this Agreement is in addition to anything of value to which she was already entitled. Plaintiff further acknowledges that she has been advised by this in writing, as required by the Older Workers Benefit Protection Act, that: (a) her waiver and release does not apply to any rights or claims that may arise after the Effective Date of this Agreement (as defined in Paragraph 6 hereinbelow); (b) she should consult with an attorney prior to executing this Agreement; (c) she has at least twenty-one (21) days to consider this Agreement (although Plaintiff may by her own choice execute this Agreement earlier); (d) she has seven (7) days following the execution of this Agreement by the Parties to revoke the Agreement; (e) (notwithstanding the provisions of Paragraph 6, hereinbelow), this Agreement shall not be effective until the date upon which the revocation period has expired. 6
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Plaintiff may revoke this Agreement only by giving formal written notice of his revocation to Tamara 1. Devitt of Fisher & Phillips LLP, located at 444 S. Flower Street, Suite 1590, Los Angeles, CA 90071 to be received by the close of business on the seventh Plaintiffs execution of this Agreement. 6. PLAINTIFFS CLAIM (7th) day following

Subject to the terms of this Agreement, the Allowed Paige Claim shall be entitled to a distribution pursuant to and in accordance with Section IV.E of the Plan; provided, however, notwithstanding the foregoing, the Debtors shall have no obligations to make distributions on account of the Allowed Paige Claim until the Effective Date has occurred. The "Effective Date" shall occur upon the date of the entry of a Final Order (defined herein below) of the Bankruptcy Court approving the Agreement. For the purposes of this Agreement, "Final Order" shall mean an order or judgment of the Bankruptcy Court, as entered on the docket of such Court, the operation or effect of which has not been stayed, reversed, vacated or amended, and as to which order or judgment (or any revisions, modification, or amendment thereof) the time to appeal, petition for certiorari, or seek review or rehearing has expired or, if such a proceeding was filed, it no longer remains pending or subject to further timely petition for appeal or other review. 7. AFFECT ON PLAN OR CONFIRMATION ORDER

Nothing in this Agreement is intended to, or shall be deemed to, amend or otherwise alter the terms and conditions of the Plan or the Confirmation Order. 8. TIMING

The Debtors have no obligation to provide the consideration as set forth in Paragraph I hereinabove: until (A) after counsel for MARIE CALLENDERS has received this Agreement, fully executed by the Parties and approved as to form by Plaintiffs counsel; (B) Plaintiff has provided an executed Form W-4: (C) Plaintiffs counsel has provided an executed Form W-9; and (ID) thirty (30) days after the Effective Date of this Agreement. 9. ACKNOWLEDGEMENT
7
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Plaintiff acknowledges that she has received all wages and compensation due to her from Releasees, and that the Releasees shall owe Plaintiff nothing further once Plaintiff receives the consideration described in Paragraph I hereinabove. Plaintiff further acknowledges and agrees that she would not otherwise be entitled to the consideration set forth in Paragraph 1 hereinabove, were it not for her covenants, promises. and releases set forth herein. 10. NO REPRESENTATION OF TAXABILITY Plaintiff understands and agrees that she is responsible for payment of any taxes which are required to be paid to the State of California, the United States Government, or any other entity as a result of this Agreement. Plaintiff acknowledges and agrees that Releasees have not warranted or represented how the U.S. Internal Revenue Service or other governmental taxing authorities will treat the Settlement Payment described above for tax purposes, and agrees that no further payment of money to Plaintiff from Releasees will be due in the event that the payment or the release of claims embodied in this Agreement, or any portion thereof, is found by a government taxing authority to be, or to result in, additional taxable income to Plaintiff. Plaintiff agrees that, in the event that any federal, state or local agency takes the position that taxes should have been withheld from amounts paid pursuant to this Agreement, Plaintiff will be solely responsible for payment of any such alleged tax obligations and will indemnify and hold Releasees harmless from any resulting tax liability, interest, attorneys fees, or penalty associated therewith. Plaintiff hereby agrees to indemnify Releasees from any and all manner of liability if any should be imposed on them regarding the payment to Plaintiff under this Agreement specified above, including but not limited to any interest, attorneys fees, penalties, and costs related to such payment. Upon Plaintiffs receipt of written notification from Releasees that such liability has been imposed by any of those governmental entities and the amount thereof, Plaintiff agrees that she shall fully remit such monies to the demanding entity within thirty (30) days from her receipt of such notification. Plaintiff further agrees to give Releasees written notice within ten (10) days of the time any demand for payment of taxes is received by Plaintiff 8
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from any governmental agency in connection with this payment, and further, Plaintiff will provide a confirmation that she will honor her obligations under this Paragraph 10. 11. WAIVER OF FUTURE EMPLOYMENT

Plaintiff understands that her employment with MARIE CALLENDERS has ceased; she waives any rights to future employment with Releasees; and she agrees that she will never again apply for or seek employment with Releasees. Plaintiff agrees that should she apply for employment with Releasees, they shall have the right pursuant to this Paragraph 1110 deny her application for employment without recourse. 12. NO ADDITIONAL RECOVERY

It is the intent of this Agreement that Plaintiff, lienholders, and any other individual or entity with an interest in Plaintiffs claims shall not recover, directly or indirectly, any sums from Releasees other than the funds received pursuant to this Agreement and set forth in Paragraph I hereinabove. If, despite the provisions of this Paragraph, any Releasee receives any claims, including a claim for contribution, any indemnity arising out of a claim brought by the Plaintiff against another person, Plaintiff shall indemnify, provide a full defense for and hold harmless the Reteasees for such amount. In the event a trier of fact determines (and all appeals are exhausted or the time for such appeals have expired) that any Releasee is or would be liable for indemnity under any theory of law or equity, this Agreement shall act as a General Release, releasing not only the Releasee but every other individual, trustee, firm, trust, corporation, or entity of any kind, who is or would be entitled to a defense and indemnity from the Releasees with respect to any liability that person, firm, or corporation may have to Plaintiff. 13. WARRANTY AND INDEMNIFICATION REGARDING ASSIGNMENTS

Each of the Parties represents and warrants to each other that they are the sole and rightful owner of all rights, title and interest in every claim and other matter which that Party releases herein and has not heretofore sold, conveyed or otherwise transferred all or a portion of any interest or any claim which they may have against the other Party or each of the other Partys 9
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respective parents, affiliates, subsidiaries, predecessors, and each other person, firm, insurer, or other entity released or discharged pursuant to this Agreement. Each Party agrees to indemnify defend and hold each other and each of the others parents, affiliates, subsidiaries, predecessors, and each other person, firm, or other entity released pursuant to this Agreement harmless from any liabilities, claims, demands, damages, costs, expenses and attorneys fees as a result of any person or entity asserting any claim or cause of action based upon assignment or transfer or purported assignment or transfer of the indemnifying Parties claim. 14. COVENANT NOT TO SUE

Other than the obligations set forth herein, the Parties covenant and agree that they have not, and that they shall not, bring any other claim, action, suit or proceeding against the other regarding the matters settled, released and dismissed hereby. The Parties further covenant and agree that this Agreement is a bar to any such claim, action, suit or proceeding. 15. REPRESENTATION BY COUNSEL

The Parties hereto acknowledge that they have been represented by and have relied upon counsel of their own choosing in the negotiations for and the preparation of this Agreement, that they have read this Agreement, have had the opportunity to have its contents fully explained to them by such counsel, and are fully aware of and understand all of its terms and the legal consequences thereof. It is acknowledged that the Parties hereto have, through their respective counsel, mutually participated in the preparation of this Agreement, and it is agreed that no provision hereof shall be construed against any Party by virtue of the activities of that Party or that Partys attorneys. 16. DISPUTED CLAIMS

This Agreement represents the settlement of disputed claims and does not constitute any admission of liability by any Party to any other Party; and each Party to this Agreement hereby expressly denies any liability to the other Party.

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17.

NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE IN

THIS AGREEMENT Each of the Parties to this Agreement acknowledges that no other Party, nor any agent or attorney of any such Party, has made any promise, representation or warranty whatsoever, express or implied, not contained hereby concerning the subject matter hereof to induce them to execute this Agreement, and acknowledges that neither Party has executed this Agreement in reliance on any such promise, representation, or warranty not contained herein, and further acknowledges that there have been and are no other agreements or understandings between the Parties relating to this settled litigation except as stated in this Agreement. 18. BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors and assigns. 19. WAIVER AND AMENDMENT

No breach of any provision hereof can be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. This Agreement may be amended only by a written agreement executed by the Parties in interest at the time of the modification. 20. CAPTIONS AND INTERPRETATIONS

Titles or captions contained herein are inserted as a matter of convenience and for reference, and no way define, limit, extend or describe the scope of this Agreement or any provision thereof. Whenever the context hereof shall so require, the singular shall include the plural, and male gender shall include the female gender and the neuter, and vice-versa. Furthermore, no provision in this Agreement is to be interpreted for or against any Party because that Party or said Partys legal representative drafted such provision. 21. AUTHORITY TO EXECUTE

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Each of the Parties represents and warrants that she or it is competent to enter into this Agreement and has the full right, power and authority to enter into and perform the obligations under this Agreement. 22. INTEGRATION

This Agreement constitutes the entire, final and integrated agreement between the Parties pertaining to the subject matter hereof and fully supersedes all prior understandings, representations, warranties and agreements between the Parties, or any of them, pertaining to the subject matter hereof and may he modified only by written agreement signed by all of the Parties. 23. SEVERANCE

If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision will be deemed to be severed and deleted from the Agreement as a whole, and neither such provision nor its severance and deletion shall in any way affect the validity of the remaining provisions of the Agreement. 24. NO RELIANCE

Each of the Parties represent and declare that in executing this Agreement, each relied solely upon their own judgment, belief and knowledge, and that they have not been influenced to any extent whatsoever in executing the same by any other Party or by any person representing them. 25. VOLUNTARY AGREEMENT

Each of the Parties further represent and declare that they have carefully read this Agreement and know the contents thereof, and that they signed the same freely and voluntarily. 26. GOVERNING LAW

This Agreement has been negotiated and entered into in the State of California, and shall be governed by, construed and enforced in accordance with the internal laws of the State of California, without regard to provisions concerning choice or conflict of law. 12
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27.

COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument and may be executed and delivered by facsimile or e-mail.

28.

ATTORNEYS FEES

Each Party to this Agreement shall bear her or its own attorneys fees and costs incurred in connection with the defense and prosecution of the action. However, if an action to enforce the provisions of this Agreement is commenced, then the prevailing Party shall be entitled to reasonable attorneys fees and costs. IN

WITNESS WHEREOF, the undersigned have executed this Agreement on the date

affixed by their signature.

DATED: July

2012

JIZN PAIGE, Plaintiff

LAW OFFICE OF HUNT C. BRALY MARIE CALLENDER PIE SHOPS,

INC., a California Corporation

DATED: July

2012
)a.

Approved as to form:

FISHER & PHILLIPS LLP

DATED:

July

2012

__________ 4RYt. DEVITT, ESQ. I_

~

Attorney for Defendant, MARIE CALLENDER PIE SHOPS,

LLC.

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DATED: July \ 2012 HUNT C. BRALY. ESQ. Attorney for Plaintiff, JEAN PAIGE /

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