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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: ) ) PEREGRINE FINANCIAL GROUP, INC., ) ) Debtor. ) ) ) ) Chapter 7 Case No. 12-27488 Honorable Carol A. Doyle Hearing Date: October 4, 2012 Hearing Time: 10:00 a.m.

NOTICE OF MOTION PLEASE TAKE NOTICE that on October 4, 2012 at 10:00 a.m., the undersigned shall appear before the Honorable Judge Carol A. Doyle, in Courtroom 742, 219 South Dearborn Street, Chicago, Illinois, and then and there present the TRUSTEE’S MOTION FOR AUTHORITY TO MAKE PAYMENTS TO CONSULTANT, at which time you may appear if you deem fit. Dated: September 27, 2012 Respectfully submitted, Ira Bodenstein, not personally, but as chapter 7 trustee for the estate of Peregrine Financial Group, Inc. By: Robert M. Fishman (#3124316) Kimberly Bacher (#6285677) Shaw Gussis Fishman Glantz Wolfson & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Il 60654 Phone: (312) 541-0151 Fax: (312) 980-3888 /s/ Kimberly Bacher One of his attorneys

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CERTIFICATE OF SERVICE Kimberly Bacher certifies that she caused to be served a true copy of the above and foregoing NOTICE OF MOTION and TRUSTEE’S MOTION FOR AUTHORITY TO MAKE PAYMENTS TO CONSULTANT upon the attached Electronic Mail Notice List through the ECF System and on the attached Service List in the manner so indicated on this 27th day of September, 2012. /s/ Kimberly Bacher
Mailing Information for Case 12-27488 Electronic Mail Notice List The following is the list of parties who are currently on the list to receive email notice/service for this case.  Kimberly A Bacher kbacher@shawgussis.com, bharrington@shawgussis.com  Salvatore A Barbatano sbarbatano@shawgussis.com, jhampton@shawgussis.com  Lawrence M. Benjamin lbenjamin@ngelaw.com, rwills@ngelaw.com  Stephen T. Bobo sbobo@reedsmith.com  Ira Bodenstein iratrustee@shawgussis.com, IL29@ecfcbis.com;sdelamora@shawgussis.com  Ira Bodenstein ibodenstein@shawgussis.com, sdelamora@shawgussis.com  David E Cohen dcohen@fishercohen.com  Brooke E Conner bconner@vedderprice.com, ecfdocket@vedderprice.com;ecarlson@vedderprice.com  Michael M. Eidelman meidelman@vedderprice.com, ecfdocket@vedderprice.com  Robert M Fishman rfishman@shawgussis.com  Geoffrey S. Goodman ggoodman@foley.com, egreen@foley.com;khall@foley.com  Ava Gould agould@cftc.gov  Joshua M Grenard jgrenard@mayerbrown.com, courtnotification@mayerbrown.com  Allen J Guon aguon@shawgussis.com, sdelamora@shawgussis.com  John W Guzzardo jguzzardo@shawgussis.com, mcarter@shawgussis.com  David Paul Holtkamp dholtkamp@wfactorlaw.com, nb@wfactorlaw.com  Stephanie K. Hor-Chen shor@vedderprice.com, ecfdocket@vedderprice.com  Kevin M Hyde khyde@shawgussis.com, jhampton@shawgussis.com  Thomas S Kiriakos tkiriakos@mayerbrown.com, Courtnotification@mayerbrown.com  James C. Koutoulas jk@typhoncap.com  Vincent E. Lazar vlazar@jenner.com, lyap@jenner.com;mmatlock@jenner.com;docketing@jenner.com  Randall M Lending rlending@vedderprice.com, trobinson@vedderprice.com;ecfdocket@vedderprice.com  Michael C. Moody mmoody@orourkeandmoody.com, firm@orourkeandmoody.com,morourke@orourkeandmoody.com  Jennifer M. Muchoney jmuchoney@pfgbest.com  Michael J O'Rourke morourke@okmlaw.com  Mark L Radtke mradtke@shawgussis.com, bharrington@shawgussis.com  Rene S Roupinian RSR@outtengolden.com  Richard A. Saldinger rsaldinger@shawgussis.com  Jessica M Scheller jscheller@shawgussis.com, kdevries@shawgussis.com  Sean T Scott stscott@mayerbrown.com  Scott A Semenek scott.semenek@faegrebd.com, melanie.senesac@faegrebd.com  Anne W Stukes astukes@cftc.gov  William W Thorsness wthorsness@vedderprice.com, ecfdocket@vedderprice.com

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 

John Edward Waters john.waters@iowa.gov Thomas C. Wolford twolford@ngelaw.com

Via Electronic Mail and U.S. Mail CRT Special Investments LLC Attn: Joseph Sarachek 262 Harbor Drive Stamford, CT 06902 Gaivesville Coins, Inc. c/o Stephanie C. Lieb, Esq. 101 E. Kennedy Blvd., Ste. 2700 Tampa, FL 33602 rcolton@trenam.com slieb@trenam.com Joseph M. Russell JP Morgan Chase Bank NA 10 S. Dearborn Street Chicago, IL 60603 Joe.russell@jpmchase.com Gilbert B. Weisman Becket & Lee LLP 16 General Warren Blvd. Malvern, PA 19355 Notices@becket-lee.com John B. Connor John B. Connor, P.L.C. 1033 N. Fairfax St., Ste. 310 Alexandria, VA 22314 jack@johnbconnor.com Outten & Golden LLP 3 Park Ave., 29th Floor New York, NY 10016 Attn: Jack Raisner Rene Roupinian Stephen Mertz Michael Stewart Faegre Baker Daniels LLP 90 South 7th St., Ste. 2200 Minneapolis, MN 55402 stephen.mertz@faegrebd.com Michael.stewart@faegrebd.com William L. Wallander John Paul K. Napier Vinson & Elkins L.L.P. 2001 Ross Avenue, Ste. 3700 Dallas, TX 75201 jnapier@velaw.com bwallander@velaw.com Lazonia Clark Chase Paymentech Solutions, LLC 14221 Dallas Parkway Building II Dallas, TX 75254-2942 Lazonia.clark@chasepaymentech.com Andrea M. Momnie Philip J. Hendel Hendel & Collins, P.C. 101 State Street Springfield, MA 01103 amomnie@hendelcollins.com

Alicia Martin Attn: Steven R. Lehr, Esq. Steven R. Lehr, P.C. 33 Clinton Road, Ste. 100 West Caldwell, NJ 07006 slehr@lehrlaw.com Via Electronic Mail Rosemary Hollinger rhollinger@cftc.gov Robert W. Wasserman rwasserman@cftc.gov Scott Williamson swilliamson@cftc.gov Pat DiMaria pdimaria@pfgbest.com Vivian Drohan vdrohan@dlkny.com

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: ) ) PEREGRINE FINANCIAL GROUP, INC., ) ) Debtor. ) ) ) ) Chapter 7 Case No. 12-27488 Honorable Carol A. Doyle Hearing Date: October 4, 2012 Hearing Time: 10:00 a.m.

TRUSTEE’S MOTION FOR AUTHORITY TO MAKE PAYMENTS TO CONSULTANT Ira Bodenstein, not personally, but as chapter 7 trustee (“Trustee”) for the estate (the “Estate”) of Peregrine Financial Group, Inc. d/b/a PFG Best (“Debtor”), pursuant to 11 U.S.C. §§ 363(b) and 1108, requests the entry of an order authorizing the Trustee to compensate Liam Boyle (the “Consultant” or “Mr. Boyle”) as a consulting expert for providing certain Services (defined herein) relating to the sale of the Debtor’s intellectual property, including lead lists and the Debtor’s trading platform (collectively, the “Intellectual Property”) without further order of the Court (the “Motion”). In support of the Motion, the Trustee respectfully states as follows: INTRODUCTION 1. On July 10, 2012 (“Petition Date”), the Debtor filed a voluntary petition for relief

under chapter 7 of the Bankruptcy Code, 11 U.S.C. § 101, et. seq. Ira Bodenstein is the duly appointed chapter 7 trustee of the Debtor’s estate. 2. This Court has jurisdiction to hear this matter and enter a final order granting the

relief requested herein pursuant to 28 U.S.C. §§ 157 and 1334 and Internal Operating Procedure 15(a) of the United States District Court for the Northern District of Illinois. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.

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3.

Prior to the Petition Date, the United States Commodity Futures Trading

Commission (“CFTC”) filed a lawsuit in the United States District Court for the Northern District of Illinois (“District Court”) alleging that the Debtor and its founder, Russell Wasendorf Sr., committed fraud, customer-funds’ violations and made false statements (“Lawsuit”). In connection with the Lawsuit, on July 10, 2012, the District Court entered an Order Appointing a Temporary Receiver. Shortly thereafter, the Debtor commenced this Case – a commodities broker liquidation under subchapter IV of chapter 7 of the Bankruptcy Code. 4. On July 12, 2012, the Trustee filed an Emergency Motion for Authority to

Operate the Business of the Debtor and for Related Relief (the “First Motion”). On July 13, 2012, this Court entered an order granting the First Motion (the “First Order”). Pursuant to the First Order, the Trustee was authorized to, inter alia, operate the Debtor’s business until September 13, 2012.
5.

Upon the Second Motion of the Trustee to Operate the Debtor’s Business, the

Court entered an order authorizing the Trustee to operate the business until November 12, 2012 (“Second Order”). Pursuant to the First Order and the Second Order, the Trustee retained certain of the Debtor’s employees to assist him in winding-down the Debtor’s business and liquidating the assets of the Debtor.   6. Mr. Boyle is a former employee of the Debtor and was retained by the Trustee as

an employee from the Petition Date until very recently, but he has now terminated his employment to take a position with another company. Mr. Boyle’s role with PFG was as the Chief Information Officer. 7. The Trustee hired PricewaterhouseCoopers Corporate Finance LLC (“PwC CF”)

to sell the Intellectual Property. However, in his prior capacity with PFG and the Estate, Mr.

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Boyle has already engaged in detailed conversations with a number of potential buyers of the Intellectual Property and as such, PwC CF believes that his input in finalizing the list of potential buyers is invaluable. Based on Mr. Boyle’s experience working for the Debtor as the chief

architect of the software systems which comprise the majority of the Intellectual Property, he has significant insight into the workings of the software systems and would add significant value in selling these assets. RELIEF REQUESTED 8. The Trustee proposes to hire Mr. Boyle to provide the following consulting

services in connection with the sale of the Intellectual Property (collectively, the “Services”): (a) includes: Assistance with finalization of list of potential buyers. This assistance

providing a detailed update on all conversations with potential buyers to date;

providing insight into buyers’ likely perspectives and motivations; and commentary on a final list of buyers to be prepared by PwC CF. (b) Drafting Assistance. Assistance with drafting of sales documentation

including the teaser, the information memorandum and the management presentation. This assistance includes: providing raw data and documents to be used by PwC CF in drafting the sales documentation; reviewing and commenting on draft sales documentation; and drafting specific sections of sales documentation. (c) Participation in Management Presentations. This participation includes:

attendance at rehearsal meetings; participating in management presentations to potential buyers; and assistance with responding to buyer inquiries. (d) Assistance with operation of data room. This assistance includes

collection of information for inclusion in data room.

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9.

Mr. Boyle's intimate knowledge of the Intellectual Property would be extremely

valuable and would likely be of great assistance to buyers in their efforts to become comfortable with the assets and their capabilities. Mr. Boyle is able to comprehensively demonstrate to buyers how the system would add value to their organizations. Additionally, PwC CF requires Mr. Boyle’s assistance to collect and prepare documentation to be included in a data room. Having someone who intimately understands the various assets and their origins would greatly enhance PwC CF’s ability to answer buyers’ questions thoroughly and completely. 10. Services. The Trustee seeks authority to pay the Consultant $250.00 per hour for the The Trustee estimates that he will require the assistance of the Consultant for

approximately 100 hours. By this Motion, the Trustee seeks authority pursuant to 11 U.S.C. §§ 363 and 1108 to pay the Consultant for the Services without any further Court approval. APPLICABLE AUTHORITY 11. Section 363 of the Bankruptcy Code provides that a trustee, “after notice and a

hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b). To approve a trustee’s use, sale or lease of property outside the ordinary course of business, this court need only determine that the decision is supported by “some articulated business justification.” See, e.g., Fulton State Bank v. Schipper, 933 F.2d 513, 515 (7th Cir. 1991); In re Telesphere Communications, Inc., 179 B.R. 544, 552 (Bankr. N.D. Ill. 1999). 12. After a trustee articulates a valid business justification, the court should grant the

relief requested herein – “[t]he business judgment rule ‘is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company.’” In re S.N.A. Nut

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Company, 186 B.R. 98 (Bankr. N.D. Ill. 1995); In re Integrated Resources, Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992). 13. The Trustee has sound business justifications for incurring the costs in connection

with hiring the Consultant. The Consultant’s invaluable knowledge of the Intellectual Property would greatly assist the Trustee in selling the Intellectual Property for the greatest value possible. 14. The Trustee believes that hiring the Consultant is necessary and appropriate under

the circumstances. Based on the foregoing exercise of the Trustee’s business judgment, the costs incidental to the retention of the Consultant should be authorized. NOTICE 15. Notice of this Motion and Proposed Order has been given to the Office of the

United States Trustee and those parties requesting notice under Federal Rule of Bankruptcy Procedure 2002. In light of the nature of the relief requested and the amount of funds proposed to be compensated to the Consultant, the Trustee requests that this Court find the notice provided for herein sufficient under the circumstances and waive and dispense with any further notice requirements.

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WHEREFORE, the Trustee requests the entry of an order, pursuant to 11 U.S.C. § 363(b) granting the relief requested herein and such other and further relief as is just and equitable.

Dated: September 27, 2012

Respectfully submitted, Ira Bodenstein, not personally, but as chapter 7 trustee for the estate of Peregrine Financial Group, Inc. By: /s/ Kimberly Bacher One of his attorneys

Robert M. Fishman (#3124316) Kimberly Bacher (#6285677) Shaw Gussis Fishman Glantz Wolfson & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Il 60654 Phone: (312) 541-0151 Fax: (312) 980-3888

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