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The below described is SIGNED.

(tjc)

Dated: November 25, 2009

________________________________________
WILLIAM T. THURMAN
U.S. Bankruptcy Chief Judge
J. Kevin Bird (3992)
__________________________________________________________
BIRD & FUGAL
Attorneys for Trustee
384 East 720 South #201
Orem, Utah 84058
(801) 426-4700

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH

SOUTHERN DIVISION

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IN RE )
) Case No. 09-21115 WTT
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BRENT C COPELAND ) Chapter 7
LINDA M COPELAND )
) ORDER AUTHORIZING SALE
)
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)
Debtor(s) )
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Hearing on the trustee's Motion for Authority to Sell Property of the Estate Free
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and Clear of Liens and Encumbrances regularly came on before the Court on

November 25, 2009. J. Kevin Bird appeared on behalf of the Trustee. Other

appearances, if any, were properly noted on the record. The Court having reviewed

the pleadings on file herein and having considered the representations of counsel and

Filed: 11/23/09
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good cause appearing, The Court hereby makes the following Findings of Fact:

1. Adequate notice has been given to all creditors and parties in interest,

entitled to notice, pursuant to Rule 2002(a) of the Federal Rules of Bankruptcy

Procedure and that no timely objections have been filed;

2. The proposed sale has been proposed in good faith within the meaning of

11 U.S.C. §363(m), at arm's length and without collusion, and the buyer is entitled to

the protection of §363(m) as a good faith purchaser;

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3. The Trustee is authorized pursuant to the applicable provisions of 11 U.S.C.

§363(f) to sell the proposed assets to P&J, free and clear of all liens, claims, and

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interests, including all security interests [other than certain security interests which are

specifically assumed by P&J] , liens (including without limitation liens of any taxing

authorities) and all claims (including without limitation claims asserting successor

liability and claims asserting fraudulent transfer of the purchased assets to the
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debtors);
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Accordingly, IT IS HEREBY ORDERED that the trustee may be and hereby is

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authorized to sell property of this estate, consisting of the Estate's interest in certain

business assets consisting of all tangible and intangible assets constituting or used or

held in connection with, or arising out of the operation of the business known as
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"Advanced Aqua Systems", more particularly described on Exhibit "A" attached hereto

and incorporated herein by reference to P&J Marketing, L.L.C. for an amount of

$25,000, free and clear of all liens, claims, and interests, including all security

interests [other than certain security interests which are specifically assumed by P&J] ,

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liens (including without limitation liens of any taxing authorities) and all claims

(including without limitation claims asserting successor liability and claims asserting

fraudulent transfer of the purchased assets to the debtors);

IT IS FURTHER ORDERED that from the proceeds of the sale, the trustee may

pay expenses of sale, including when incurred, the costs and expenses of insurance,

closing costs, and appraisals;

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IT IS FURTHER ORDERED that the trustee may disburse proceeds to lien

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claimants with undisputed, liquidated and allowed claims in their respective priorities.

IT IS FURTHER ORDERED that the debtors are hereby ordered to surrender

all of the assets described in the agreement that are in their possession or under their
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control to the purchaser, without retaining for themselves any of the assets or any

copies thereof and not to continue to use any of the tangible or intangible assets that
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are subject to the sale as ordered herein and described on Exhibit "A" hereto.
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IT IS FURTHER ORDERED that the provisions of Bankruptcy Rule 6004(h)

staying the effectiveness of the order for ten (10) days are waived, and the order shall
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be effective immediately upon entry on the Court's docket.

-------------------------------------------------- END OF ORDER ---------------------------------------

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EXHIBIT “A”

(a) The ACT Computer Program, described as follows: the ACT program that has
been used in the Business both before and after February 12, 2009 through October 7,

2009, when Copelands stopped using the ACT Computer Program, including without
limitation all installation software and installation CD’s; all database files; all sales and

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service records and files (covering all sales and service up through the date of the transfer

of possession or control of the Computer Programs to Phillips), and all Electronically

Stored Information associated with the ACT program or used in connection with it;
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excepting only the following: Copelands may, prior to delivery of the ACT Computer

Program, delete or purge therefrom all sales and service records and all Electronically

Stored Information for (i) customers who were not included in the ACT Computer Program
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prior to February 12, 2009, and whose first sales, service or contact by Copelands

occurred after February 12, 2009; and (ii) the following customers: Abbey Inn - Best
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Western, Beka Bracken, John and Lisa Davis, Dixie Regional Medical Center, Double S
Plumbing, Essence Hair Salon, Fairfield Inn, Nate Fisher, FNWW 3131, Gemstone
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Homes, Byrum Hammond, Charles Humphrey, J-2 Construction, Shane McDonald,

Mountainland Plumbing Supply, Rainbow Sign & Banner, Oscar Rowland, Southern Utah

Plumbing & Mechanical, Ron Truman, and Walton’s Plumbing Company. The customers
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identified in subparagraphs (a)(i) and (a)(ii) above shall be referred to as the “Excluded
Customers”.

(b) Quickbooks and Other Computer Programs described as follows: all

Quickbooks installation software and installation CD’s, and all installation software and
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installation CD’s that have been used in the Business both before and after February 12,
2009, and all vendor lists, inventory part numbers, purchase order templates, invoice

templates and P&L templates.

(c) Electronically Stored Information described as follows: information that is

stored in or by any form of technology having electrical, digital, magnetic, wireless, optical,
electromagnetic, or similar capabilities, containing any Customer Information or relating in

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any way to the operations or accounting functions of the Business, both before and after

February 12, 2009; excluding, however, information identifying Excluded Customers and

excluding information contained in the Quickbooks files described in ¶11 below.

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(d) Customer Information described as follows: information relating to the

customers of the Business, both before and after February 12, 2009, including without
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limitation all customer lists, all information relating to sales and service of customers, as

well as customer names, addresses, telephone numbers, contact persons, credit or debit
card numbers and other confidential or identifying information; but excluding all such
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information relating to Excluded Customers.

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(e) Paper Records described as follows: all Customer Information and all
other business records of the Business, both before and after February 12, 2009, including
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without limitation all customer lists, vendor lists and catalogs, invoices, payables records,
accounting records, financial statements, profit and loss statements, balance sheets, salt

route books, salt delivery records, sales and service records, and other documents kept
and maintained in any form during the operation of the Business up through the date of the

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transfer of possession or control of the Purchased Assets to Phillips; excluding, however,

Paper Records that specifically identify an Excluded Customer or that contain confidential

information of an Excluded Customer.

(f) the following telephone numbers: (435) 652-3908; toll free (888) 400-

4041; and telefacsimile (435) 673-4638.

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(g) Computer Equipment described as follows: all computer hardware,

including without limitation all hard drives, personal computers, monitors, mice, surge

protectors, keyboards, and printers, acquired prior to February 12, 2009, complete with all
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software and programs, subject only to the deletion of Electronically Stored Information for

the Excluded Customers.

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(h) all accounts receivable of the Business arising prior to February 12, 2009,

and all proceeds of accounts receivable of the Business that are now being held in trust by
Copelands’ counsel; and all accounts receivable still owing from services provided from
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February 12, 2009, through October 7, 2009, except Excluded Customers;

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(i) all non-exempt inventory of the Business in existence as of February 12,

2009, including all quick-connect fittings for water purification systems;
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(j) all non-exempt equipment , tools, fixtures and furnishings of the Business;

(k) one (1) 1999 GMC W3500 salt truck;

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(l) one (1) 2002 Ford F150 extended cab pickup truck (subject to assumption
of existing bank loan);

(m) one (1) 2005 GMC Safari Cargo Van (subject to assumption of existing
bank loan);

(n) exclusive rights to use of the trade names “Advanced Aqua Systems” and

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“Aqua Systems”; and all intangible property rights, reputation,

goodwill, advertising, labels, logos and service marks associated with those trade names

or with the Business; and

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(o) All claims, rights and causes of action the bankruptcy estate may have

against the Copelands, or any of them, based upon or arising out of the Copelands’
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conduct in continuing to operate the Business after the bankruptcy petition date or for

transferring or converting the goodwill and customer base to themselves through the use
of a new phone number and new trade name or by any other means. Such claims and
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causes of action include, without limitation, claims for conversion, fraudulent transfer,
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breach of fiduciary duty, turnover, tortious interference, and declaratory judgment.

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CERTIFICATE OF MAILING BY THE COURT:

This is to certify that on this day of , 20 , a true and

correct copy of the foregoing Order was mailed, postage prepaid, to the following:

J. Kevin Bird, Trustee

BIRD & FUGAL
384 East 720 South #201

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Orem, UT 84058

Michele P. Chambers
Rob Graham & Associates
1091 N. Bluff Street, Suite 306
St. George, UT 84770

Chris L. Schmutz
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SCHMUTZ & MOHLMAN LLC
533 West 2600 South, Suite 200
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Bountiful, UT 84010
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