IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT …

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA

ANDERSON DIVISION

In re: Thaxton Securities Litigation

Case No.: 8:04-2612-13

NOTICE OF PARTIAL SETTLEMENT, PROPOSED CERTIFICATION OF SETTLEMENT CLASS, AND NOTICE OF HEARING

TO: ALL HOLDERS OF SUBORDINATED NOTES OF THE THAXTON GROUP, INC. AS OF OCTOBER 17, 2003 AND ALL ASSIGNEES OF ANY RIGHTS OR CLAIMS OF SUCH PERSONS TO THE EXTENT OF THE ASSIGNMENT ("SETTLEMENT CLASS").

THIS NOTICE MAY AFFECT YOUR RIGHTS. PLEASE READ THE ENTIRE NOTICE CAREFULLY.

Litigation is currently pending in Federal Court in South Carolina concerning The Thaxton Group, Inc. ("Thaxton") and its subordinated note program. The Court initially certified a class action against three defendants. The U.S. Court of Appeals for the Fourth Circuit decertified the class as to one of the defendants, Finova Capital Corporation ("Finova"). The Plaintiffs have agreed to settle with the two remaining defendants, Moore & Van Allen, PLLC ("MVA") and Cherry, Bekaert & Holland, LLP ("CBH").

This proposed partial settlement will provide up to $9,350,000 additional funds to The Thaxton Group, Inc. ("Thaxton") for the sole benefit of subordinated note holders or their assignees. This is a partial settlement that will resolve claims involving the two settling defendants. Litigation will continue, although not as a class action, as to the remaining defendant, Finova. The Court has granted preliminary approval of this settlement but still has to decide whether to grant final approval.

This Notice describes the settlement and sets forth your legal rights and options. Read this Notice carefully. Your legal rights are affected by this settlement regardless of whether or not you act.

SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

Do Nothing and Receive Benefits of Settlement. If you are or were a noteholder as of October 17, 2003 you are already listed as a member of the Settlement Class because the Bank of New York filed claims on behalf of all Thaxton noteholders in Thaxton's bankruptcy proceeding pending in the U.S. Bankruptcy Court for the District of Delaware (Case Nos. 03-13182 (PJW) ? 03-13213 (PJW)) ("Bankruptcy Proceedings"). If you are an assignee of rights or claims of a noteholder, you filed a notice of transfer of claim or right in Thaxton's Bankruptcy Proceedings, so you are already listed as a member of the Settlement Class. The proposed settlement will provide additional funds to the Thaxton bankruptcy estate for payment to noteholders and/or their assignees ONLY. Other creditors will NOT benefit from this settlement. You do not need to take any action to participate in the settlement. However, if you agreed to assign your claim or rights to someone else, that person may receive the payment in your place depending on the terms of the contract providing for the assignment.

Object or Attend Hearing. You may write the Court and ask to speak at a hearing concerning the fairness of the settlement or fees. You must first write the Court if you wish to speak, but you may write without speaking.

Opt Out. If you elect not to participate in the settlement, you may "opt out," in which case you will not receive benefits of the settlement and claims you may have will not be released.

BASIC INFORMATION

1. Why was this Notice issued?

This notice deals with two matters:

a. The certification of a class to participate in a settlement to recover money lost by Thaxton noteholders; and

b. The approval of the proposed settlement.

The Court issued this Notice because you have a right to know about the certification of a Settlement Class and a proposed partial settlement of a lawsuit that the Court has preliminarily approved.

This Notice explains the lawsuit, the certification of a Settlement Class, the partial settlement, your legal rights, the expected benefits of the partial settlement, who is eligible to receive them, and what your options are.

This Notice is sent to you because you are listed as the holder of a Thaxton subordinated note as of October 17, 2003, and/or are an assignee of rights or claims of such persons, and you may receive the benefits of the partial settlement.

2. What is the lawsuit about?

The lawsuit concerns Thaxton, a South Carolina corporation. Thaxton sold subordinated notes ("Notes") to purchasers in Georgia, Mississippi, North Carolina, Ohio, and South Carolina. Thaxton filed for bankruptcy protection and is presently unable to pay all of the claims of subordinated noteholders and all of its other creditors. If a bankruptcy plan is approved, Thaxton may be able to make partial payment of claims of noteholders, but may not be able to pay the claims in full.

In the Fall of 2003 and Winter of 2004, individual noteholders ("Named Plaintiffs") sued various defendants, including Finova, MVA and CBH, in Georgia, Ohio, North Carolina and South Carolina, claiming those defendants violated various laws and should pay the noteholders for their loss.

On October 16, 2003, Earle B. Gregory, John C. Tibbs, John A. Tibbs, Gina Tibbs, Ken Blinko, Federal Services, Inc., Sulina Prather, Vicki Grainger, Kathryn Roddey, Laverne McKenzie, Marianne McKenzie, John S. Halsall, III, Becky Halsall, L. Wesley Williams, Jr., Gerald D. Watts, Brenda D. Watts, C. Ann Williams, Henry M. Williams, Jr., Ethel E. Graves, Nathan J. Neely, Zevie H. Neely, Betty C. Coley, Jerry F. McDaniel, Veronica T. McDaniel filed a Complaint against Finova, CBH, MVA and other defendants, in Lancaster County, South Carolina. On November 4, 2003, plaintiffs filed an Amended Complaint in that court. The action was removed to the U.S. District Court for the District of South Carolina, Rock Hill Division, on November 14, 2003 and consolidated for pretrial purposes with the other four actions discussed below in June 2004. Gregory, et al. v. FINOVA, et al., Case No. 0-03-3604-22 (D.S.C.). This Gregory action was consolidated for trial with the other South Carolina case discussed below (Moore) and was assigned to the Honorable G. Ross Anderson, Jr.

On November 25, 2003, Tom Moore and Anna Nunnery filed a complaint against Finova, MVA, and CBH in the U.S. District Court for the District of South Carolina. On March 18, 2004, Plaintiffs filed an Amended Complaint, adding several new defendants and three new causes of action. Moore, et al. v. FINOVA, et al., C.A. No. 8:033724-13 (D.S.C.).

On December 3, 2003, Grant Hall and Ruth Ann Hall filed a complaint against Finova, MVA and CBH in Mecklenburg County, North Carolina. The action was removed to the U.S. District Court for the Western District of North Carolina, Charlotte Division. Hall, et al. v. FINOVA, et al., Case No. 3:04CV3 (W.D.N.C.).

On December 3, 2003, Sam Jones Wood and Kathy Annette Wood filed a complaint against Finova, MVA and CBH in Gwynnett County, Georgia. Wood, et al. v. FINOVA, et al., Civil Action No. 03-A13343-8.

Finally, on January 9, 2004, Charles Shope and Penelope Shope filed a complaint against Finova, MVA, CBH, and other defendants in the U.S. District Court for the Southern District of Ohio, Eastern Division. Shope, et al. v. FINOVA, et al., Record No. C204022.

In each of these cases, the Named Plaintiffs purported to represent a class of individuals who purchased Notes from Thaxton. All five cases were stayed by agreement of the parties and, on June 18, 2004, were consolidated for pretrial purposes in the United States District Court for the District of South Carolina. In re Thaxton Sec. Litig., Case No. 8:04-2612-13. Plaintiffs filed a class action Amended Complaint in the consolidated action on July 28, 2004. As discussed below, a court of appeals has recently ruled that the claims against Finova cannot proceed at the present time on a classwide basis but only on behalf of the individual Named Plaintiffs.

In the currently pending consolidated action, the Named Plaintiffs allege, among other things, that Finova, which loaned money to Thaxton, caused Thaxton to violate federal and state securities laws; that CBH, which audited Thaxton's financial statements in connection with the Note program, and MVA, which provided legal services to Thaxton in connection with the

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Note program, allegedly committed professional negligence and violations of federal and state securities laws in the provision of professional services to Thaxton; and that Finova conspired with Thaxton to the detriment of the Named Plaintiffs.

With respect to Finova, the Named Plaintiffs allege that Finova dominated and controlled Thaxton to such an extent that Finova should be liable for Thaxton's alleged violations of various federal and state securities laws, and that Finova conspired with Thaxton to harm the noteholders. Finova denies these allegations and asserts that its relationship with Thaxton was at all times a proper, arms-length relationship between lender and borrower. In addition, there is litigation arising from the Thaxton Bankruptcy Proceedings, also against Finova, that was consolidated with the present lawsuit for pretrial purposes. Judgment in that suit has been entered against Finova, and Finova is currently appealing that ruling. That judgment has no direct effect on the claims against Finova in this litigation.

With respect to CBH, Plaintiffs allege on behalf of a class of similarly situated purchasers of Notes that they are entitled to monetary damages from CBH for CBH's alleged violation of Section 11 of the Securities Act of 1933, 15 U.S.C. ? 77k. CBH denies these claims and these charges. CBH contends that it performed all audits of Thaxton in full compliance with the standards applicable to accountants and that the audited financial statements complied with Generally Accepted Accounting Principles.

With respect to MVA, Plaintiffs allege on behalf of a class of similarly situated purchasers of Notes that they are entitled to monetary damages from MVA for MVA's alleged violation of Section 11 of the Securities Act of 1933, 15 U.S.C. ? 77k. Also with respect to MVA, Plaintiffs allege on behalf of a class of similarly situated purchasers of Notes that they are entitled to monetary damages from MVA for MVA's alleged professional negligence in providing legal services to Thaxton and for MVA's alleged civil conspiracy with Thaxton to allegedly commit various securities laws violations in wrongfully selling Notes. MVA denies all of these claims and these charges. MVA contends that it properly gave appropriate legal advice to Thaxton at all times; that it owes no duty to Plaintiffs under any federal or state statute or common law; that it did not breach the standard of care required of attorneys in conjunction with securities offerings; that it did not conspire with Thaxton or any other person or entity; and that no act or omission by MVA proximately caused damages to any Thaxton noteholder.

Details of the claims in the lawsuit may be found at , a website maintained and operated by counsel for some of the Named Plaintiffs as well as other noteholders.

3. Why was this a class action?

In a class action, one or more individuals called class representatives sue on behalf of all those with similar claims. All those with similar claims are called a "class" or "class members." One court resolves the issues for all class members, except for those who ask to be excluded from the class (those who "opt out"). Collectively, the classes here are comprised of approximately 5,000 members.

By order dated June 8, 2005, the United States District Court for the District of South Carolina certified a class, Subclass 1, as follows:

Thaxton noteholders who purchased notes during the three-year period prior to October 16, 2003 and who held these notes as of the date that Thaxton discontinued the note program on September 29, 2003.

Only claims against CBH and Finova were included in Subclass 1. By the same order, the Court certified Subclass 2 as follows:

Thaxton noteholders who purchased notes on or after December 4, 2002 and who held those notes as of the date that Thaxton shut down the note program on September 29, 2003.

Subclass 2 asserted a single claim against MVA only. By the same order, the Court also certified Subclass 3 as follows:

Thaxton noteholders who held notes purchased from Thaxton as of September 29, 2003 when Thaxton discontinued its note program.

Subclass 3 included a claim against Finova and a separate claim against MVA.

The Court appointed Plaintiffs Earle Gregory, Laverne McKenzie and John A. Tibbs as Class Representatives/Lead Plaintiffs. Gil Bagnell and the firm of Bagnell & Eason, LLP and Chad McGowan and the law firm of McGowan, Hood, Felder & Johnson, LLP were appointed as Lead Counsel.

On March 14, 2006, the U.S. Court of Appeals for the Fourth Circuit reversed, in part, the June 8 order and decertified Subclasses 1 and 3 to the extent they asserted claims against Finova. Therefore, there is currently no class action against Finova, although litigation is still pending against Finova by the Named Plaintiffs.

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THE PARTIAL SETTLEMENT

4. Why is there a settlement with two of the Defendants in this case?

The Court did not decide in favor of either side in this case. After extensive litigation, Plaintiffs and MVA agreed to a settlement and Plaintiffs and CBH agreed to a settlement. Claims asserted in the lawsuit are only allegations, and at trial a jury may determine that the claims are supported by the evidence or that the evidence supports the defenses asserted by the defendants. With a settlement, the settling parties avoid the costs of a trial and the uncertain outcome of a trial. A settlement also avoids the delays and expense that might result from appeals.

The Settlement Class Representatives and the attorneys appointed by the Court to represent the Settlement Class (see Item 6 below) believe the partial settlement with CBH and MVA is in the best interest of all Settlement Class members. The class representatives and attorneys recommend this proposed partial settlement with CBH and MVA because those defendants have asserted significant defenses in opposition to the Plaintiffs' claims and because the partial settlement provides an immediate, certain outcome to part of the lawsuit.

As part of the partial settlement, CBH and MVA have agreed to pay a combined total of $9,350,000. This money will be in addition to any funds otherwise available for payment to the noteholders or their assignees through the Thaxton Bankruptcy Proceedings.

The partial settlement calls for the Settlement Class members and the Thaxton bankruptcy estate to release the professionals from any claims the Settlement Class members and the bankruptcy estate may have against the professionals.

5. Why is this settlement a partial settlement?

This is a partial settlement because individually Named Plaintiffs are continuing their lawsuit against Finova, the remaining defendant. These Named Plaintiffs and their attorneys believe that they are asserting valid claims against Finova that may result in additional recovery. Finova denies this assertion.

At this point, the attorneys have participated in over 80 depositions where testimony from witnesses was taken by videotape. If the case is not resolved or decided by the Court, the case will be tried to a jury.

6. How do I know if I am part of the partial settlement?

To simplify the Settlement, Lead Counsel has asked the Court to certify one consolidated class for purposes of the settlement only. As addressed at the outset of this Notice, the Settlement Class is defined as:

All holders of subordinated notes of The Thaxton Group, Inc. as of October 17, 2003 and all assignees of any rights or claims of such persons to the extent of the assignment.

If you held a Thaxton subordinated note on October 17, 2003, you are included in the partial settlement (unless you "optout," see Item 11 and 11.C below.). However, if you agreed to sell or assign any claim or rights to a third party, then that third party may receive any payments in your place, depending on the terms of the agreement selling or assigning the claims or rights.

If you have been assigned any rights or claims from a person that held a Thaxton Note on October 17, 2003, you are included in the partial settlement to the extent of the assignment (unless you "opt-out," see Item 11 and 11.C below.).

If you have received this Notice, then your name is included in the list of persons included in the partial settlement. If this was not addressed to you and you believe you should be included in the partial settlement, you can contact the attorneys below for further information.

The Court has preliminarily certified the Settlement Class. The Court has appointed Plaintiffs Laverne McKenzie and John A. Tibbs as Class Representatives/Lead Plaintiffs for the Settlement Class ("Settlement Class Representatives"). Gil Bagnell and the firm of Bagnell & Eason, LLP and Chad McGowan and the law firm of McGowan, Hood, Felder & Johnson, LLP were appointed as Lead Counsel for the Settlement Class ("Settlement Class Counsel").

7. What if I sold or assigned my claims or rights?

If you sold or assigned any claims or rights, your rights to any payment from the partial settlement will be governed by the terms of the agreement by which you sold or assigned your claims or rights. The partial settlement does not affect any agreement you may have entered into with a third party to sell or assign your claims or rights. However, even if you assigned any of your claims or rights to a third party, you are still a member of the Settlement Class.

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Where this Notice mentions "Settlement Class," it is understood that some of the Settlement Class members have assigned their claims and rights and that the assignees may have the right to participate in the partial settlement in the place of the original Settlement Class members, as determined by the agreements providing for assignment of the claims or rights.

8. What does the partial settlement provide?

This partial settlement provides for the immediate payment of $9,350,000 by the settling defendants. After payment of costs of the litigation and legal fees as determined by the Court, the remaining money will be paid to the Thaxton estate. Thaxton will hold the money for distribution to the noteholders or their assignees pursuant to order of the Bankruptcy Court. These funds will be available to noteholders IN ADDITION TO any other funds that are part of Thaxton's bankruptcy estate.

9. When will I receive my money?

You will receive your portion of the partial settlement, along with other funds available from Thaxton or from other litigation, pursuant to further order of the Bankruptcy Court, most likely in connection with a bankruptcy plan. The money will not be used by Thaxton for other purposes. The money will be paid into the Thaxton bankruptcy because as funds become available to pay the noteholders Thaxton will need to keep track of all funds in order to make appropriate payments to all noteholders. Additionally, the Thaxton bankruptcy estate has cooperated in achieving this settlement and has released claims it might have against the settling defendants to make this settlement possible.

10. What claims am I releasing as a result of the settlement?

When the partial settlement becomes final, if you do nothing you will receive the benefits of the settlement and you will be releasing MVA and CBH, along with all of their officers, directors, partners, members, employees, and agents (together, the "Releasees"), from all claims associated with this case (including all claims actually asserted and all claims that could have been asserted in this case) and you will be bound by the releases in the settlement agreements. Copies of the releases and other relevant materials may be found at .

Unless you ask to be excluded from the Settlement Class (see Item 11 and 11.c below), you cannot sue, continue to sue, or be part of any lawsuit against MVA or CBH or the other Releasees released for the claims resolved by this lawsuit (claims relating to Thaxton notes). If you do opt out, then you will not release the Releasees, but you will also not be able to participate in the benefits of the partial settlement.

11. What are my options as a member of the Settlement Class?

Your options as a member of the Settlement Class are as follows:

a. You may do nothing, remain a member of the Settlement Class, and receive the benefits to which you are entitled.

If you wish to remain a member of the Settlement Class, you do not have to do anything in order to receive the benefits to which you are entitled. If you choose to take no action, your interests as a Settlement Class member will be represented by the Settlement Class Representatives and Settlement Class Counsel, and you will be bound by the terms of the partial settlement, the settlement agreement between Plaintiffs and CBH (the "CBH Agreement"), the settlement agreement between Plaintiffs and MVA (the "MVA Agreement"), and any final judgments that may be entered by the Court.

As a member of the Settlement Class, you will not be personally responsible for any attorneys' fees or litigation expenses. Any attorneys' fees and expenses of litigation as may be awarded by the Court to Settlement Class Counsel will be paid from the settlement funds as discussed in Item 19 below.

b. You may remain a member of the Settlement Class and represent yourself or hire your own attorney to represent you.

If you elect to remain a member of the Settlement Class, and you do not wish to be represented by the Settlement Class Representatives and Settlement Class Counsel, you may represent yourself and enter an appearance or hire an attorney to represent you . To enter an appearance, you or your attorney must file an Entry of Appearance with the Clerk of Court in Case No. 8:04CV-2612-13 at the United States District Court for the District of South Carolina, Anderson Division, at the address listed below, together with proof of service on the two law firms listed in Item 18 below. Such entry of appearance must be postmarked no later than June 30, 2006. You will then continue as a member of the Settlement Class in person or with representation by your own attorney, and you will be responsible for the fees and costs of any personal attorney you hire in addition to your share of any fees and costs awarded by the Court to Settlement Class Counsel.

With respect to option a and option b, you need not retain a filing service, or an attorney, or spend any funds to remain a member of the Settlement Class.

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