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IN THE CIRCUIT COURT OFHOUSTON COUNTY, ALABAMA

HOUSTON COUNTY COMMISSION ))Plaintiff, ))

v . ))HOUSTON ECONOMIC )DEVELOPMENT ASSOCIATION ))

Defendant. )

CASE NO: CV-2010-108

CONSENT JUDGMENT

Plaintiff Houston County Commission (the "Commission") commenced the underlyinglawsuit on March 4, 2010 through the filing of a Declaratory Judgment Complaint in the Natureof an Interpleader (the "Complaint") against Defendant Houston Economic DevelopmentAssociation ("HEDA") (collectively the "Parties"). In its Complaint, the Commission seeks ajudicial determination of the Parties' rights with respect to certain machine bingo stamp fees inthe amount of $1,693,000 paid by HEDA to the Commission on December 31, 2009 (the"Payment"). Based on the Parties' Stipulation for Entry of Consent Judgment, the Court makesthe following findings and conclusions:

I. HEDA, as the holder of a Class C Bingo Permit issued by the Commission, madethe Payment to the Commission on December 31, 2010 to obtain new Machine Bingo Stamps in

accordance with Section 8(a) of Houston County Resolution 08-25 (the "Resolution") for theoperation of Bingo Games on electronic player station equipment used by HEDA in theoperation of bingo games (the "Equipment").

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2. Upon receipt of the Payment, the Commission issued renewal MachineBingo Stamps to HEDA, as a result of which HEDA was authorized under the Resolution to usethe Equipment in the operation of bingo games for the entire 2010 calendar year.

3. Although both the Commission and HEDA anticipated that HEDA woulduse the Equipment in the operation of bingo games for the entire 2010 calendar year, factorsbeyond the control of the Parties have prevented HEDA from using the Equipment since January29,2010.

4 . Based on its inability to use the Equipment despite having paid the annual cost forMachine Bingo Stamps, HEDA filed a claim with the Commission on February 22, 2010 forrefund of a portion of the Payment in reliance upon the equitable doctrine of mistake. Afterdenying the claim on February 26, 2010, the Commission commenced the underlyingDeclaratory Judgment Complaint in the Nature of a Bill in Interpleader action on March 4, 2010and obtained permission by order of this Court to deposit with the Clerk of the Court $1,001,916,representing the prorated amount sought by HEDA in its claim less an estimated $550,000 thatthe Commission claimed had already been encumbered.

5. By counterclaim dated June 25, 2010, HEDA filed a counterclaim in this Courtseeking a refund of $1,551,916.67, plus interest.

6. The Parties have reached a compromise of disputed claims and issues in this casecontingent upon entry by this Court of a proposed Consent Judgment to which both theCommission and HEDA have formally agreed.

7. Based on an independent review of the pleadings, verified evidence,stipulations, and other evidence filed in this case, the Court concludes that:

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A. A real dispute exists between the Parties over HEDA's claimed entitlementto a refund in the amount of$1,551,916.67, plus interest;

B. The terms reflected in the proposed Consent Judgment represent asubstantial compromise by both the Commission and HEDA;

C. The Commission has full legal authority to compromise and settle thiscase before trial by and through the Consent Judgment in the form proposed by theParties;

D. The Court has the proper authority and jurisdiction to enter a ConsentJudgment in the form proposed by the Parties; and

E. The terms of the proposed Consent Judgment, being fair, reasonable, andequitable, will likely result in substantial savings of both time and expense to the Parties.8. Based on the Court's findings and conclusions, the Court believes the proposed

Consent Judgment is properly entered in order to facilitate an amicable resolution of this case.

Accordingly, it is hereby ORDERED, ADJUDGED, AND DECREED as follows:1. The Court has jurisdiction over the Parties and the subject matter of the claims at

issue.2. Upon entry of this Consent Judgment, the Clerk of the Court is directed to

disburse to HEDA $881,916 of the funds that the Commission deposited, plus any interest thathas accrued thereon, which amount HEDA has agreed to accept in full satisfaction of its c1aim(s)set forth in its June 25, 2010 counterclaim, subject to the terms and conditions of this ConsentJudgment.

3. Upon entry of this Consent Judgment, the Clerk of the Court is directed todisburse to the Commission all remaining funds in the amount of $120,000 that the Commission

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deposited, plus any interest that has accrued thereon, subject to the tenns and conditions of thisConsent Judgment.

4. Prior to the commencement of bingo games in the future, HEDA shall pay to theHouston County Commission a prorated machine bingo stamp fee for the calendar year in whichsuch commencement occurs; provided, however, that HEDA shall be entitled to a total machinebingo stamp fee credit in the amount of $400,000.00.

5. In order to prevent a similar dispute arising between the Parties this year at anypoint in the remainder of calendar year 2010, HEDA can utilize the currently issued MachineBingo Stamps for the remainder of the 2010 calendar year by making monthly payments to theCommission, (due upon exhaustion of the $400,000 credit provided for herein) on or before thefirst day of each month, in the amount of $83.33 for each EPS Device on which Bingo Gameswill be played.6. Other than as set forth herein, the Commission shall have no further obligation to

refund any portion of the Payment to HEDA.7. HEDA, in its reasonable discretion, shall use the funds disbursed pursuant hereto

to pay its just debts and obligations.8. The Clerk of the Court shall dismiss the underlying action, including all claims

and causes of action brought by the Parties in their respective pleadings, with prejudice, eachparty to bear its own costs. However, the Court will retain jurisdiction over this ConsentJudgment to enforce its terms. This Consent Judgment shall become effective immediately upon

entry.Robert M. Harper, Circuit JudgeSitting by Appointment

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EN TERED AND O RD ERED this __ day of ,.2010,cc: A ll Counsel of Record

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RESOLUTION

WHEREAS, the Houston County Commission upon independent review and the recommendationof its attorney desires to authorize the county attorney, on behalf of the Commission, to file with the Courta stipulation(s) for the entry of a Consent Judgment in the case styled Houston County Commission v.Houston Economic Development Association, Case No. CV-201O-108, in the Twentieth Judicial CircuitCourt of Houston County;

WHEREAS, the Consent Judgment by its terms is a fair, reasonable and equitable compromise of theissues and as such is in the best interests of the County;

NOW, THEREFORE, BE IT RESOLVED, by the Houston County Commission, that Gary C.Sherrer, as counsel of record for the Houston County Commission is hereby authorized to cause to be filedwith the Court a stipulation for the entry of a Consent Judgment in the case styled Houston CountyCommission v. Houston Economic Development Association, Case No. CV-2010-108, in the TwentiethJudicial Circuit Court of Houston County (with said Consent Judgment to contain substantially the sameterms and conditions as the proposed Consent Judgment presented this date to the Commission forconsideration) and in conjunction with the Chairman of the Commission to negotiate, authorize and executeall documentation and undertake all other matters on behalf of the Commission necessary to provide for theentry of said Consent Judgment.

The above and foregoing Resolution was adopted and approved on the 26th day of July, 20 J 0, by theHouston County Commission.

APPROVED:

MARK S. CULVER, AS CHAIRMAN OFTHE HOUSTON COUNTY COMMISSION

Attest:

William J. DempseyChief Administrative OfficerHouston County, Alabama

CERTIFICATION OF CHIEF ADMINISTRATIVE OFFICER

I,William J. Dempsey, the Chief Administrative Officer for the Houston County Commission, dohereby certify that the above and foregoing is a true and correct copy of a Resolution duly adopted by theHouston County Commission of Houston County, Alabama during its regular meeting time and accordingto law on the 26th day of July, 2010.

Chief Administrative OfficerHouston County, Alabama