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RON BENDER (SBN 143364) TODD M. ARNOLD (SBN 221868) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: rb@lnbyb.com; tma@lnbyb.com Attorneys for Chapter 11 Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. _________________________________ BIOLABS, INC., Debtor. _________________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only STIPULATION RESOLVING CLAIMS GREGORY D. CLARK Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases

[No Hearing Required]

This Stipulation is entered into by and between debtors Westcliff Medical Laboratories, Inc. (Westcliff) and BioLabs, Inc. (BioLabs and, together with Westcliff, the Debtors), on the one hand, and creditor Gregory D. Clark (Clark), on the other hand (collectively, the Parties), with reference to the following recitals of fact:

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RECITALS On May 19, 2010 (the Petition Date), the Debtors each filed voluntary petitions

for relief under chapter 11 of title 11 of the United States Code, sections 101 et seq. in the United States Bankruptcy Court for the Central District of California, Santa Ana Division (the Court). The Debtors have continued to manage their affairs as debtors in possession pursuant to 11 U.S.C. 1107 and 1108 since the Petition Date. B. Prior to the Petition Date, the Debtors and Clark entered into one or more

agreements regarding Clarks employment (the Employment Agreements). The Employment Agreements provided for, among other things, (1) incentive compensation (the Incentive Compensation) in the event certain conditions regarding the sale of the Debtors; business, and (2) severance compensation (the Severance Compensation) in the event certain conditions were met at the time of the termination of employment and thereafter. C. The Debtors scheduled Clark general unsecured claims in the amount of $0 (the

Scheduled Claims). D. Clark filed Proof of Claim No. 4 (Claim No. 4) asserting a general unsecured

claim against BioLabs in the amount of $300,000, including (1) $100,000 for Incentive Compensation, and (2) $200,000 for Severance Compensation. E. On October 11, 2010, after Claim No. 4 was filed, the Debtors filed their Motion

(the Settlement Motion) [Docket No. 279] to Approve Settlement Agreement (the Settlement Agreement) Between Westcliff Medical Laboratories, Inc., BioLabs, Inc, Robert Whalen, Kip Vernaglia, Greg Clark, Michael Skinner, and GE Business Financial Services (GE). F. On December 3, 2010, the Court entered an order granting the Settlement Motion

(the Settlement Order) [Docket No. 309]. G. Pursuant to the Settlement Agreement, Settlement Motion, and Settlement Order,

among other things, the parties to the Settlement Agreement agreed that (1) Clark was entitled to Incentive Compensation in the amount of $100,000, (2) GE would fund the payment of $42,000 of Clarks claim for Incentive Compensation, (3) the $58,0000 balance of Clarks claim for

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Incentive Compensation would be treated as an allowed general unsecured claim, and (4) Clark would retain other claims, including claims for Severance Compensation. H. Pursuant to these Recitals, Clark represents, under penalty of perjury, that he was

offered employment by LabWest, Inc. (LabWest), the entity which purchased substantially all of the Debtors assets, but that Lab West rescinded the offer. I. Upon consideration of the foregoing recitals and documents, and after taking into

consideration the risks and costs involved in claims litigation, the Parties have agreed to terms resolving Clarks claims. STIPULATION WHEREFORE, based on the foregoing Recitals, which are incorporated herein by this reference, the Parties hereby agree and stipulate as follows: 1. Claim No. 4 shall be allowed as a general unsecured claim in the amount of

$119,000 (the sum of the $58,000 balance of Clarks claim for Incentive Compensation allowed pursuant to the Settlement Agreement, Settlement Motion, and Settlement Order, plus $61,000 for Clarks claim for Severance Compensation). 2. All other claims of Clark against the Debtors and their bankruptcy estates,

including, but not limited to the Scheduled Claims, shall be disallowed in their entirety. 3. The Court has and shall retain exclusive jurisdiction over this Stipulation and the

issues raised herein. 4. Each of the Parties has had the opportunity to consult with counsel regarding the

terms of this Stipulation. 5. /// /// /// The terms of this Stipulation are binding and not mere recitals.

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6.

This Stipulation may be executed in counterparts, and all such executed

counterparts when taken together shall constitute an original of one and the same document. Counterparts may be transmitted by facsimile, electronic mail or other electronic means. IT IS SO STIPULATED.

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NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067 A true and correct copy of the foregoing document described as STIPULATION RESOLVING CLAIMS GREGORY D. CLARK will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On January 23, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Raymond G Alvarado ralvarado@alvaradosmith.com Todd M Arnold tma@lnbrb.com Phillip Ashman mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Eric S Bershatski ericbershatski@tilemlaw.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;jmealeyhatch@buchalter.com;docket@buchalter.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Jacqueline L James jlj@lnbyb.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com, raul.morales@hro.com Joseph M Welch jwelch@buchalter.com, jmealey-hatch@buchalter.com;docket@buchalter.com Johnny White , seb@blakeleyllp.com;bblakeley@blakeleyllp.com;rclifford@blakeleyllp.com

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Service information continued on attached page

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This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL (indicate method for each person or entity served): On January 23, 2012, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Via Overnight Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701

Service by U.S. Mail Gregory D. Clark 86598 Central Road Eugene, OR 97402-9287 Service information continued on attached page

III. SERVED BY PERSONAL DELIVERY (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on January 23, 2012, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. January 23, 2012 Date Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

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August 2010

F 9013-3.1.PROOF.SERVICE

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