NASD

ARTICLE V, SECTION 2 OF NASD BY-LAWS, NASD IM-1000-1, NASD CONDUCT RULE 2110 AND PROCEDURAL RULE 8210 - RESPONDENT WALTER E. PHILLIPS, JR FAILED TO DISCLOSE MATERIAL INFORMATION ON HIS FORM U4; AND FAILED TO RESPOND TO NASD REQUESTS FOR INFORMATION.

Acceptance, Waiver & Consent(AWC)

Bar

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE RESPONDENT WALTER E. PHILLIPS, JR. CONSENTED TO THE FINDING OF THE ALLEGATIONS AND TO THE FOLLOWING SANCTIONS: BARRED FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY.

Tennessee Securities Division

Selling of unregistered securities. Withheld disclosure of information on Form U-4 application.

Order

Cease and Desist

Revocation

TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE SECURITIES DIVISION

(1) WALTER E. PHILLIPS, IMTEK FUNDING CORPORATION, IMTEK OFFICE SOLUTIONS INC, BENEFICIAL ASSISTANCE, MIDDLE TENNESSEE TRUST AND DAVID WOMACK ("RESPONDENTS") ENGAGED IN THE OFFER AND/OR SALE OF SECURITIES TO TENNESSEE RESIDENTS WHICH WERE NOT REGISTERED WITH THE SECURITIES DIVISION AND DID NOT QUALIFY FOR ANY OF THE EXEMPTIONS PROVIDED IN THE TENNESSEE SECURITIES ACT OF 1980, AS AMENDED. (2) MIDDLE TENNESSEE TRUST, DAVID WOMACK, AND WALTER E. PHILLIPS ACTED AS A BROKER-DEALER AND AGENTS IN THE STATE OF TENNESSEE WITHOUT PROPER REGISTRATION. (3) MIDDLE TENNESSEE TRUST EMPLOYED PERSONS TO ACT AS AGENTS OF THE RESPONDENTS WITHOUT PROPER REGISTRATION. (4) THE RESPONDENTS, IN CONNECTION WITH THE OFFER, SALE AND PURCHASE OF A SECURITY IN THIS STATE WERE ENGAGED IN AN ACT, PRACTICE OR COURSE OF BUSINESS WHICH OPERATED AS A FRAUD OR DECEIT UPON CITIZENS OF THIS STATE.

Order

Cease and Desist/Injunction

WALTER E. PHILLIPS, IMTEK FUNDING CORPORATION, IMTEK OFFICE SOLUTIONS INC, BENEFICIAL ASSISTANCE, MIDDLE TENNESSEE TRUST, AND DAVID WOMACK WERE ORDERED TO (1) CEASE & DESIST IN THE FUTURE CONDUCT OF OFFERING AND/OR SELLING ANY UNREGISTERED SECURITY FROM, IN OR INTO THE STATE OF TENNESSEE UNTIL SUCH TIME AS ALL SECURITIES OFFERED AND/OR SOLD ARE EFFECTIVELY REGISTERED, (2) CEASE AND DESIST IN THE FURTHER CONDUCT AS A BROKER-DEALER OR AGENT IN THE STATE OF TENNESSEE UNTIL SUCH TIME AS THEY ARE EFFECTIVELY REGISTERED, AND (3) CEASE AND DESIST IN THE FUTURE CONDUCT OF EMPLOYING PERSONS WHOM ARE NOT REGISTERED AS AGENTS FROM OFFERING AND/OR SELLING SECURITIES ON BEHALF OF THE RESPONDENT. UPON PETITION BY THE TENNESSEE SECURITIES DIVISION, THE TENNESSEE COMMISSIONER OF COMMERCE AND INSURANCE ISSUED AN INITIAL ORDER TO CEASE & DESIST AGAINST THE NAMED RESPONDENTS ON MAY 4, 2000. AN INITIAL ORDER BECOMES A FINAL ORDER UNLESS A RESPONDENT MAKES A WRITTEN REQUEST FOR A HEARING WITHIN 30 DAYS FOLLOWING THE DATE OF THE INITIAL ORDER. NO HEARING REGARDING THE INITIAL ORDER WAS REQUESTED BY THE RESPONDENTS AND THE ORDER BECAME FINAL ON JUNE 3, 2000.

ORDERED TO CEASE AND DESIST UNTIL SUCH TIME AS I BECAME REGISTERED AS AN AGENT AND THE SECURITIES WERE PROPERLY REGISTERED WITH THE SECURITIES DIVISION. I BECAME REGISTERED IN APRIL 2002, AND UNDERSTOOD AN EXEMPTION WAS OBTAINED FOR THE SECURITIES.