June 10, 2009 VIA FEDEX AND FACSIMILE Sovereign Life Financing, LLC 701 Park of Commerce Boulevard, Suite 301 Boca Raton, FL 33487 Attention: Mr. Jonathan Neuman Facsimile: 561-995-4203 Imperial Finance, LLC 701 Park of Commerce Boulevard, Suite 301...

Exhibit 10.12.1

June 10, 2009

VIA FEDEX AND FACSIMILE

Sovereign Life Financing, LLC
000 Xxxx xx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xx. Xxxxxxxx Xxxxxx
Facsimile: 000-000-0000

Imperial Finance, LLC
000 Xxxx xx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Mr. Xxxxxxxx Newnan
Facsimile: 000-000-0000

Re:      Settlement Agreement, dated May 19. 2009 (the “Settlement Agreement”) among Acorn Capital Group. LLC (“Acorn”), Sovereign Life Financing, LLC and Imperial Premium Finance, LLC

Dear Xxxxxxxx:

          Please See the enclosed Assignment, dated June 1, 2009, pursuant to which Acorn assigned all of its rights and obligations under the Settlement Agreement accruing on or after June 1, 2009 to Asset Based Resource Group, LLC (“ABRG”) and ABRG assumed all of Acorn’s rights and obligations thereto accruing on or after June 1,2009, which Assignment has been acknowledged and approved by the Majority Noteholders (as defined in the Settlement Agreement).

          Following the effectiveness of the Assignment, Acorn no longer has any rights and obligations under the Settlement Agreement and hereby directs that any notices under the Settlement Agreement required to be provided to Acorn shall instead be provided to ABRG at the following address:

Asset Based Resource Group, LLC
Attention: Xxxx Xxxxxxxx
0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Tel: 000-000-0000
Fax: 203321 1273

	Very truly yours, ACORN CAPITAL GROUP, LLC
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Member

	ASSET BASED RESOURCE GROUP, LLC
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Member

CC: Xxxxx X. Xxxx
Xxxxxxxxx Traung, PA
000 Xxxx Xxx Xxxx Xxxx.
Xxxxx 0000
Xxxx Xxxxxxxxxx, XX 00000
Facsimile: 954-765-1477

encls

2

Exhibit 10.12.1

ASSIGNMENT

          For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Acorn Capital Group, LLC, a Delaware limited liability company, (“Acorn”) hereby assigns and transfers to Asset Based Resource Group, LLC, a Connecticut limited liability company (“ABRQ”) all of Acorn’s rights and obligations under the Settlement Agreement, dated May 19, 2009, among Acorn, Sovereign Life Financing, LLC and Imperial Premium Finance, LLC (the “Settlement Agreement”) accruing on or after the date hereof and ABRG hereby accepts such assignment and transfer and hereby assumes all of Acorn’s obligations under the Settlement Agreement accruing on or after the date hereof. Acorn represents and warrants that this Assignment is made pursuant to and in accordance with Section 9.7 of the Settlement Agreement, that Acorn has obtained all requisite consents to enter into this Assignment and that Stewardship Credit Arbitrage Fund Ltd. may rely upon this Assignment. This Assignment shall be effective as of the date hereof.

Dated: June 1, 2009

	ACORN CAPITAL GROUP, LLC
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Member

	ASSET BASED RESOURCE GROUP, LLC
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Member

Acknowledged and Approved on this _ day of June, 2009

STEWARDSHIP CREDIT ARBITRAGE FUND LTD., as Noteholder
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Court Appointed Liquidator

XXXXXXXXXX ACRES, LLC, as Noteholder
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Independent Manager