Fremont General Financing 9% TOPrS (fka FMNPQ)

[Enterprising Investor]

Consensus Agreement reached between OEC and TOPrS.

(1) Change of votes in favor of Current OEC Plan
TOPrS Group will change their vote from reject to accept.

(2) Reinstatement of TOPrS under Current OEC Plan
If TOPrS Group votes to accept, OEC will withdraw its request to reinstate TOPrS under the Current Plan. TOPrS will withdraw their joinder to Wells Fargo's objection and urge Wells Fargo to withdraw its objections to the Current OEC Plan.

(3) Post-Confirmation Governance
The New Board will have seven members:
Seth Hamot - TOPrS
Howard Amster - TOPrS
Steven Tannenbaum - TOPrS
Lawrence Hershfield - Ranch Capital
Frank Williams, Jr - Current OEC Member
William Stern - Current OEC Member
Mark Brostowski or designee named by Regent Capital - Equityholder

(4) Reimbursements
Increased from $100,000 to $200,000 for attorney's fees and expenses.

(5) Condition Precedent: Court Approval

(7) Successors and Assigns

(8) Additional Provisions
[Typical legalese]

(9) [More legalese]

Hearing set for 3/31/10 at 2:00 pm.