IV. MISCELLANEOUS PROVISIONS

4.1 The Parties agree that the Commission has primary jurisdiction over any interpretation, enforcement, or remedies pertaining to this Settlement, as indicated by California Constitution, Article XII, Section 8. No Party may bring an action pertaining to this Settlement in any local, state, or federal court or administrative agency without first having exhausted its administrative remedies at the Commission.

4.2 The Parties acknowledge that this Settlement is subject to approval by the Commission. As soon as practicable after all the Parties have signed this Settlement, CPSD will file a Motion requesting Commission adoption. The Parties must furnish such additional information, documents, and/or testimony as the Commission may require in granting said Motion and adopting this Settlement.

4.3 The provisions of this Settlement are not severable. If any Party fails to perform its respective obligations under this Settlement, the Settlement may be regarded as rescinded.

4.4 The Parties acknowledge and stipulate that they are agreeing to this Settlement freely, voluntarily, and without any fraud, duress, or undue influence by any Party. Each Party hereby states that it has read and fully understands its rights, privileges, and duties under this Settlement. Respondents further acknowledge full understanding of their right to discuss this Settlement with their legal counsel, and have availed themselves of that right to the extent deemed necessary. In executing this Settlement, each Party declares that the provisions herein are fair, adequate, reasonable, and mutually agreeable. Respondents further acknowledge that as set forth in this Settlement, no promise or inducement has been made or offered them.

4.5 Each Party further acknowledges that after the execution of this Settlement, discovery may continue of facts that are in addition to or different from those known or believed to be true by any of the Parties. Respondents agree to cooperate fully with such inquiries. However, it is the intention of each Party to settle, and each Party does settle, fully, finally, and forever, the matters set forth in this Settlement notwithstanding such discovery.

4.6 This Settlement constitutes the Parties' entire Settlement, which cannot be amended or modified without the express written and signed consent of all the Parties hereto.

4.7 This Settlement shall be binding upon the respective Parties hereto, their legal successors, assigns, agents, or corporations (e.g., parent, subsidiaries, affiliates, divisions, units, officers, directors, and/or shareholders).

4.8 This Settlement shall become effective and binding on the Parties as of the date it is fully executed.

IN WITNESS WHEREOF, the Parties, hereto have set their hands on the day and in the year indicated below:

By: /s/ Richard W. Clark 12/2/04

________________________ Date:___________________

Richard W. Clark
Director

Consumer Protection and Safety Division

By: /s/ Gregory Heiden 12/2/04

_________________________Date:___________________

Gregory Heiden

Staff Counsel
Attorney for the Consumer Protection and Safety Division

By: /s/ Israel Lerner 12/1/04

__________________________Date:___________________

Israel Lerner

Respondent

By: /s/ Israel Lerner 12/1/04

_________________________Date:___________________

VIP Relocation, Inc.

Israel Lerner, President

Respondent

(END OF ATTACHMENT A)