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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

LIFEONE, INC.

: :

v.

: :

Civil Action No. DKC 99-2358

JOHN JARDINE, et al. : MEMORANDUM OPINION This action arises out of the alleged breach of a settlement agreement and escrow agreement executed in connection with the resolution of an arbitration proceeding that took place in New York. The arbitration was initiated by Defendants Jardine,

Maniotti, Denegri, Primecap and Simon (the "Subscribers"), all residents of British Columbia, Canada, against LifeOne

("Plaintiff"), a Maryland resident, to recover money owed on debentures issued by Plaintiff. Defendant Sutton, a New York

resident, represented the Subscribers in the arbitration and was the escrow agent under the parties' escrow agreement. Plaintiff

was represented by New York counsel in the arbitration and during negotiation of the settlement and escrow agreements. The escrow agreement called for Plaintiff to deliver a certain number of shares of its common stock to Defendant Sutton as escrow agent. Defendant Sutton was to distribute those

shares to the Subscribers, who were permitted to sell the shares

and apply the proceeds of those sales against the amounts due the Subscribers under the settlement agreement. However, the

escrow agreement set a limit on the number of shares that could be distributed by Sutton at one time. The settlement agreement

set a similar limitation on the number of shares that could be sold by the Subscribers these at one time. and Plaintiff breached claims other

Defendants

violated

limitations

covenants contained in the escrow and settlement agreements. Plaintiff now seeks an award of damages for Defendants' breach of their respective duties and obligations under the settlement and escrow agreements, and a declaration that it has no further obligation to the Subscribers under the settlement agreement. Pending before the court is Defendant Sutton's motion to dismiss for improper venue and for lack of personal

jurisdiction, or, in the alternative, to transfer this action pursuant to 28 U.S.C.

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Maryland Law