IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: ETHANEX ENERGY, INC., Debtor.

) ) Case No. 08-20645-7 RDB ) )

TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT, AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 COMES NOW the Trustee, Eric C. Rajala, and moves the Court for approval of the Trustees proposed compromise and settlement with McGuireWoods, LLP, and for approval of compensation and reimbursement of litigation expenses incurred by the Trustees counsel, John M. Edgar and the Edgar Law Firm, LLC. In support of his motion, the Trustee states: 1. This motion is made pursuant to 11 U.S.C. 328, 330 and 331, and Bankruptcy

Rules 2002, 2016 and 9019. 2. The Debtor filed for protection under Chapter 7 of Title 11 of the United States

Bankruptcy Code on March 27, 2008. 3. Eric C. Rajala is the duly appointed Chapter 7 Trustee in the above-captioned

bankruptcy case. Motion for Approval of Compromise Pursuant to Bankruptcy Rule 9019 4. As part of his duties as trustee of the estate, the Trustee conducted an

investigation into the assets of the bankruptcy estate. Among the assets of the bankruptcy estate disclosed to the Trustee by the Debtor were certain contingent and unliquidated claims identified as Contingent securities claims: v. McGuire Woods, L.L.P. and v. Receivership of Zahill Estate, with values listed as unknown.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 2

5.

Further investigation revealed that these claims for damages arose from the

securities fraud, embezzlement, and other criminal acts and omissions of Louis W. Zehil, who at the time was a licensed attorney representing and advising the Debtor in connection with the Debtors attempts to raise equity capital to invest into the acquisition and construction of ethanol production facilities in the Midwest. At the time he committed his criminal acts, Zehil was a partner with the law firm of McGuire Woods, L.L.P. 6. On July 31, 2008, the Court entered an order approving the Trustees employment

of John M. Edgar and the Edgar law Firm, LLC (Edgar) as special counsel to assist the Trustee in the prosecution of a claim on behalf of the estate against Louis W. Zehil and McGuire Woods, LLP. 7. At the Trustees request, Edgar investigated the facts and circumstances of Zehils

actions, and on December 17, 2008, Edgar filed an civil action in the United States District Court for the District of Kansas, styled Rajala, as Bankruptcy Trustee for Ethanex Energy, Inc., v. McGuireWoods, LLP, Case No. 2:08-cv-2638 (the Kansas Action). The Kansas Action is currently scheduled for a six week trial in the Kansas City, Kansas Division of the District of Kansas, starting on May 9, 2013. 8. In the Kansas Action, the Trustee seeks unliquidated damages against

McGuireWoods, LLP, for (among other things) causing the failure of the Debtors business operation, for the loss of the capital that had been invested in the Debtor, and for the loss of the

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 3

value of the business that the Debtor would have developed but for the actions of Zehil and McGuireWoods, LLP. 9. In its defense, McGuireWoods denies that it has any legal responsibility for the

criminal acts and omissions of Zehil; denies that it committed any acts or omissions that caused any damage to Ethanex; and denies that Ethanex suffered damages to the extent claimed by the Trustee in the Kansas Action. 10. On February 26, 2013, the Trustee and McGuireWoods, LLP, mediated their

claims and disputes before the mediator, John R. Phillips. 11. As a result of the mediation, the Trustee reached a settlement agreement with

McGuireWoods, LLP, for a gross settlement amount of Six Million Seven Hundred Thousand Dollars ($6,700,000.00) to be paid to the Trustee by McGuireWoods, as set forth in the parties Settlement Agreement and Mutual General Release dated March 7, 2013 (the Settlement Agreement). A true, correct and genuine copy of the Settlement Agreement is attached hereto as Exhibit A, and is incorporated by reference as though fully set out herein. 12. The Settlement Agreement also provides for mutual releases by and between the

parties, for themselves and on behalf of anyone who asserts a claim through or on behalf of them, as more fully described in Exhibit A. 13. In reaching the settlement with McGuireWoods, the Trustee weighed the value of

his claims, the strength of the defenses that have been asserted by McGuireWoods, and the costs, risks, and delays inherent in taking the Kansas Action to trial to recover on his claims. The

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 4

Trustee has determined that the settlement represents a reasonable recovery to the estate, based on the advice and counsel of his Special Counsel, who has a great deal of skill and experience in prosecuting large commercial and professional negligence claims. 14. In evaluating the proposed settlement, the Trustee has also taken into

consideration the fact that all of the allowed creditors claims filed in the case have been paid in full, or will be paid in full from existing funds, and that the proceeds of the settlement (net of attorney fees, litigation expenses, and other administrative expenses of the estate) will be payable to the shareholders of Ethanex. 15. Given the amount offered, the unliquidated nature of the Trustees claims, and the

other factors described above, the Trustee has determined that it would not be in the best interests of the estate or the shareholders of Ethanex to take the Kansas Action to trial, and that the estate and shareholders would receive the best value by settling on the terms set forth in the Settlement Agreement. 16. Bankruptcy Rule 9019(a) provides that [o]n motion by the trustee and after

notice and a hearing, the court may approve a compromise or settlement. Fed. R. Bankr. P. 9019(a). In the Tenth Circuit, [a] bankruptcy courts approval of a compromise may be disturbed only when it achieves an unjust result amounting to clear abuse of discretion. Reiss v. Hagmann, 881 F.2d 890, 891-92 (10th Cir. 1989). The bankruptcy courts decision to approve the settlement, however, must be an informed one based upon objective evaluation of developed facts. Id. at 892.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 5

17.

In discussing how to evaluate the standard set forth in Reiss, courts have found

that the Bankruptcy Courts general charge is to determine whether the settlement is fair and equitable and in the best interest of the estate. Official Committee of Unsecured Creditors of Western Pacific Airlines, Inc. v. Western Pacific Airlines Inc., 219 B.R. 575, 579 (D. Colo. 1998). In considering this general charge, the court should look at the following factors: A. B. C. D. The probable success of the litigation on the merits; Any potential difficulty in collection of a judgment; The complexity and expense of the litigation; and The interests of Creditors in deference to their reasonable views. Id.

See also Kopp v. All American Life Insurance Company, 213 B.R. 1020, 1022 (10th Cir. B.A.P. 1997). 18. To approve a settlement under Bankruptcy Rule 9019, the court need only

determine that the proposed settlement meets the lowest level of reasonableness. See In re Pennsylvania Truck Lines Inc., 150 B.R. 595, 598 (E.D. Pa. 1992), affd, 8 F.3d 812 (3rd Cir. 1993). Accordingly, because the settlement agreement is reasonable in light of the facts and circumstances, the Trustee requests that the agreement be approved by the Court pursuant to Bankruptcy Rule 9019. Motion for Approval of Interim Attorney Fees and Expenses of Special Counsel Pursuant to 11 U.S.C. 328, 330 and 331, and Bankruptcy Rule 2016

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 6

19.

John M. Edgar and the Edgar Law Firm, LLC, have earned compensation and

have incurred expenses in the course of providing legal services to the Trustee, as itemized on the Settlement Statement attached hereto as Exhibit B and incorporated by reference as though fully set out herein. 20. John M. Edgar and the Edgar Law Firm, LLC, have maintained daily expense

records setting forth the specific dates and expenses incurred, and a chronological summary of such expenditures is itemized in Exhibit B and incorporated by reference as though fully set out herein. 21. Neither John M. Edgar nor Edgar Law Firm, LLC, have entered into any

agreement, express or implied, with any other party in interest, including the Debtor, any creditor, or any representative of them, or with any attorney or accountant for any such party in interest for the purpose of fixing the fees or other compensation to be paid for services rendered or incurred in connection with this case, and no agreement or understanding exists between John M. Edgar or the Edgar Law Firm, LLC, and any other person for the sharing of compensation to be received for services rendered in, or in connection with, this case. 22. Pursuant to the terms and conditions of the Trustees employment of Special

Counsel, as approved by the Court on July 31, 2008, John M. Edgar and the Edgar Law Firm, LLC, are entitled to recover the sum of $23,376.73 for litigation expenses incurred from January 1, 2013, to March 7, 2013, plus a contingent attorney fee of 40% of the proceeds of the

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 7

McGuireWoods, LLP, settlement after deduction of litigation expenses, in the amount of $2,436,680.58. 23. The following payments for expenses have been heretofore made to the Edgar

Law Firm, LLC, pursuant to the Order Authorizing Trustees First Interim Reimbursement of Expenses of Special Counsel for the Period of September 1, 2008 to December 13, 2010 (Doc# 92): $20,000 paid on January 19, 2011, and $42,084.01 paid on February 3, 2011, for a total payment of $64,084.01; pursuant to the Order Authorizing Trustees Second Interim Reimbursement of Expenses of Special Counsel for the Period of December 14, 2010 to September 22, 2011 (Doc# 103): $160,606.98 paid on October 25, 2011; pursuant to the Order Authorizing Trustees Third Interim Reimbursement of Expenses of Special Counsel for the Period of September 23, 2011 to November 30, 2011 (Doc# 113): $227,057.60 paid on January 3, 2012; pursuant to the Order Authorizing Trustees Fourth Interim Reimbursement of Expenses of Special Counsel for the Period of December 1, 2011 to July 31, 2012 (Doc# 145): $35,425.10 paid on August 30, 2012; pursuant to the Order Authorizing Trustees Fifth Interim Reimbursement of Expenses of Special Counsel for the Period of August 1, 2012 to October 31, 2012 (Doc# 160): $62,478.60 paid on December 17, 2012; and pursuant to the Order Authorizing Trustees Sixth Interim Reimbursement of Expenses of Special Counsel for the Period of November 1, 2012, December 31, 2012 (Doc# 164): $37,269.32 paid on January 29, 2013.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF KANSAS In Re: Ethanex Energy, Inc.; Case No. 08-20645-7 RDB TRUSTEES MOTION FOR APPROVAL OF (1) COMPROMISE AND SETTLEMENT AND (2) TRUSTEES SEVENTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL FOR THE PERIOD OF JANUARY 1, 2013, THROUGH MARCH 7, 2013 Page 8

WHEREFORE, Eric C. Rajala, Chapter 7 Trustee, prays for an order approving the proposed compromise and settlement described herein; for authorization to pay John M. Edgar and the Edgar Law Firm, LLC, the sum of $2,436,680.58 for interim attorney fees and $23,376.73 for litigation expenses; and for such other and further relief as the Court deems just and equitable. Respectfully submitted,

s/Eric C. Rajala Eric C. Rajala, Chapter 7 Trustee Kansas Supreme Court No. 10082 Metcalf Bank Bldg, Ste 341 11900 College Blvd Overland Park, KS 66210-3939 Telephone (913) 339-9806 Facsimile (913) 339-6695 eric@ericrajala.com

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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (the Agreement) is made by and between Eric J. Rajala, as Bankruptcy Trustee of Ethanex Energy, Inc. (Plaintiff) and McGuireWoods LLP (Defendant). Plaintiff and Defendant are collectively referred to herein as the Parties. WHEREAS, on December 17, 2008, Plaintiff sued Defendant and others in the United States District Court for the District of Kansas (the District Court) in an action styled Rajala, as Bankruptcy Trustee for Ethanex Energy, Inc. v. McGuireWoods, LLP, Case No. 2:08-cv-2638 (the Kansas Action); WHEREAS, on December 30, 2008, Plaintiff filed his First Amended Complaint, asserting claims only against Defendant in the Kansas Action; WHEREAS, on February 22, 2010, Plaintiff moved to file and filed his Second Amended Complaint, and the District Court granted the motion on May 14, 2010; WHEREAS, on August 24, 2010, Plaintiff filed his Third Amended Complaint; WHEREAS, on February 26, 2013, the Parties mediated their claims and disputes before John R. Phillips (the Mediator); WHEREAS, a jury trial in the Kansas Action is set to begin on May 6, 2013 (the Trial Date); NOW, THEREFORE, in consideration of the agreements and payments described below and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows: 1. Effective Date. This Agreement becomes effective as of the date on which all of

the Parties have signed this Agreement (the Effective Date).

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2.

Agreement Contingent on Bankruptcy Court Approval. This Agreement is

contingent only upon the United States Bankruptcy Court for the District of Kansas approving the settlement provided for in this Agreement in In re Ethanex Energy, Inc., No. 08-20645, pending in the United States Bankruptcy Court for the District of Kansas (the Bankruptcy Case). 3. Motion for Approval of Settlement. Plaintiff agrees that within two business

days of the Effective Date, Plaintiff will file a motion for approval of the settlement provided for in this Agreement in the Bankruptcy Case. 4. Motion for Continuance. Within three business days of the Effective Date, the

Parties agree to file a joint motion for continuance of the Trial Date. 5. Defendants Payment to Plaintiff. Within 10 business days of the date the

Bankruptcy Court approves the settlement provided for in this Agreement in the Bankruptcy Case, Defendant or its designee(s) will pay Plaintiff or its designee(s) $6,700,000.00 (the Payment) by wire transfer at the direction of the Plaintiff. 6. Dismissal of the Kansas Action. Within five business days of the receipt of the

Payment, Plaintiff will file in the District Court the Stipulation of Dismissal that is attached as Exhibit A to dismiss with prejudice the Kansas Action. 7. General Release by Plaintiff Releasors. Except as specifically excepted below

with respect to Plaintiffs restoration claim and effective upon Bankruptcy Court approval of the settlement provided for in this Agreement in the Bankruptcy Case and conditioned upon and in consideration of the Payment, Plaintiff, on behalf of Ethanex Energy, Inc. and all those claiming through it or on its behalf including but not limited to its administrators, affiliates, agents, assigns, associates, attorneys, counsel, creditors, directors, employees, executives, insurers,

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managers, members, officers, owners, parents, partners, personal representatives, predecessors, principals, representatives, servants, shareholders, subsidiaries, and successors, past and present (collectively, the Plaintiff Releasors), releases and forever discharges Louis W. Zehil, Strong Branch Ventures IV, LP, Chestnut Capital Partners II, LLC, and Defendant and its respective administrators, affiliates, agents, assigns, associates, attorneys, beneficiaries, counsel, directors, employees, executors, heirs, insurers, managers, members, officers, owners, parents, partners, personal representatives, predecessors, principals, representatives, servants, shareholders, spouses, subsidiaries, successors, and trustees, past and present (collectively, the Defendant Releasees), from any and all claims, including but not limited to all manner of accusations, actions, allegations, claims, causes of action, complaints, contingent claims, controversies, counterclaims, demands, grievances, judgments, liabilities, losses, suits, and third-party claims, of any kind or nature, as well as all forms of relief, including all accountings, costs, damages, debts, exemplary or punitive damages, expenses, liabilities, losses, remedies, and attorneys and other professionals fees and related disbursements, whether direct or derivative, nominal or beneficial, possessed or claimed, known or unknown, suspected or unsuspected, choate or inchoate, and whether or not any of the Defendant Releasees are at fault, that the Plaintiff Releasors had, now have, may have at any time in the future, or claim to have or have had, for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the Effective Date (Released Claims by Plaintiff Releasors), which are related to the subject matter of the Kansas Action or related to any matter or claims whatsoever that either party asserted or could have asserted in the Kansas Action. Provided, however, the restoration claim made by the Plaintiff against assets forfeited by Louis W. Zehil in his criminal case, which claim is presently pending before the United States Department of Justice, and the Defendants

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obligation to pay pursuant to paragraph 5 of this Agreement are specifically excluded from this release. 8. General Release by Defendant Releasors. Effective upon Bankruptcy Court

approval of the settlement provided for in this Agreement in the Bankruptcy Case, Defendant and all those claiming through it or on its behalf, including but not limited to its administrators, affiliates, agents, assigns, associates, attorneys, counsel, creditors, directors, employees, executives, insurers, managers, members, officers, owners, parents, partners, personal representatives, predecessors, principals, representatives, servants, shareholders, subsidiaries, and successors, past and present (collectively, the Defendant Releasors), release and forever discharge the Plaintiff and Ethanex Energy, Inc. and its respective administrators, affiliates, agents, assigns, associates, attorneys, beneficiaries, counsel, directors, employees, executors, heirs, insurers, managers, members, officers, owners, parents, partners, personal representatives, predecessors, principals, representatives, servants, shareholders, spouses, subsidiaries,

successors, and trustees, past and present (collectively, the Plaintiff Releasees), from any and all claims, including but not limited to all manner of accusations, actions, allegations, claims, causes of action, complaints, contingent claims, controversies, counterclaims, demands, grievances, judgments, liabilities, losses, suits, and third-party claims, of any kind or nature, as well as all forms of relief, including all accountings, costs, damages, debts, exemplary or punitive damages, expenses, liabilities, losses, remedies, and attorneys and other professionals fees and related disbursements, whether direct or derivative, nominal or beneficial, possessed or claimed, known or unknown, suspected or unsuspected, choate or inchoate, and whether or not any of the Plaintiff Releasees are at fault, that the Defendant Releasors had, now have, may have at any time in the future, or claim to have or have had, for or by reason of any cause, matter, or

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thing whatsoever from the beginning of the world through and including the Effective Date (Released Claims by Defendant Releasors) which are related to the subject matter of the Kansas Action or related to any matter or claims whatsoever that either party asserted or could have asserted in the Kansas Action. 9. No Admissions of Liability. This Agreement represents a settlement of disputed

matters that were or could have been raised. This Agreement is entered into to avoid the uncertainty, expense and inconvenience of litigation. Nothing in this Agreement is to be

construed as an admission of liability by McGuireWoods LLP, which expressly denies the allegations in the Kansas Action and any wrongdoing, culpability or breach of legal duties whatsoever. 10. Successors and Assigns. This Agreement is binding on and inures to the benefit

of the Parties respective successors and assigns. None of the Parties may assign this Agreement or any rights or obligations thereunder. 11. Entire Agreement. This Agreement is the entire agreement between and among

the Parties concerning the matters set forth herein and supersedes all prior agreements, understandings, discussions, negotiations, and undertakings, whether written or oral, between the Parties concerning the matters set forth herein. 12. Amendment. This Agreement may not be amended, modified, or terminated

except by a written instrument that is designated as an amendment to this Agreement and that is executed by all of the Parties. 13. Binding Arbitration. If the parties have any dispute concerning the enforcement

of this Agreement, or concerning the interpretation of any provision in this Agreement, then their dispute will be submitted to binding arbitration before the Mediator.

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DRAFT 2/27/2013

EXHIBIT A

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DRAFT 2/27/2013 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS ____________________________________ ) RAJALA, as Bankruptcy Trustee for ) ETHANEX ENERGY, INC., ) ) Plaintiff ) ) v. ) ) MCGUIREWOODS LLP, ) ) Defendant ) ____________________________________)

Case No. 2:08-CV-2638 Judge Carlos Murguia Next Event: March 8, 2013 Final Pretrial Conference

STIPULATION OF DISMISSAL Having entered into a settlement agreement in the above-captioned matter, and pursuant to the terms of that agreement, Plaintiff and Defendant hereby stipulate to the dismissal with prejudice of Plaintiffs complaint and this matter in its entirety. Dated: , 2013 Respectfully submitted, /s/ John M. Edgar John M. Edgar (KS #70270) David W. Edgar (KS #19121) Boyce N. Richardson (KS #78317) Brian T. Bear, PRO HAC VICE Matthew J. Limoli, PRO HAC VICE EDGAR LAW FIRM, LLC 1032 Pennsylvania Ave. Kansas City, Missouri 64108 Telephone: (816) 531-0033 Facsimile: (816) 531-3322 Attorneys for Plaintiff

/s/ R. Lawrence Ward R. Lawrence Ward (KS #17343) James M. Humphrey (KS #70664) Miriam E. C. Bailey (KS #23183) POLSINELLI SHUGHART PC

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120 West 12th Street, Suite 1700 Kansas City, Missouri 64105 Telephone: (816) 421-3355 Facsimile: (816) 374-0509 Attorneys for Defendant McGuire Woods, LLP

IT IS SO ORDERED THIS ____ DAY OF ____________________, 2013.

Judge Carlos Murguia Signed in chambers

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