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EXHIBIT A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE

In re: Chapter 7

TSG GROUP, INC., et al., Case No. 07-11337 (BLS)

Debtors. Re D.I. _____

ORDER APPROVING THE SETTLEMENT AND RELEASE


AGREEMENT BY AND BETWEEN THE TRUSTEE AND
INTERNATIONAL BUSINESS MACHINES CORPORATION

Upon consideration of the motion (the “Motion”)1 of Edward N. Cahn (the “Trustee”),

Chapter 7 Trustee of TSG Group, Inc. and TSG Operations, Inc. (together, the “Debtors”) in the

above-captioned chapter 7 cases, seeking entry of an Order, pursuant to section 105(a) of title 11 of

the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Bankruptcy Rules,

authorizing and approving the Settlement and Release Agreement (the “Settlement Agreement”), a

copy of which is annexed hereto as Exhibit 1, by and among the Trustee, on behalf of the Debtor’s

Estate, and International Business Machines Corporation (together with its principals, successors,

affiliates and assigns, “IBM”); and the Court having jurisdiction to consider the Motion and the

relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the

Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157; and

venue being proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice

of the Motion having being provided; and upon consideration of the Motion; and the Court finding

that entry of this Order is in the best interests of the Debtors’ Estates, creditors, and other parties in

interest; and any objections or responses to the Motion having been resolved, withdrawn, or

1
Capitalized terms used but not defined in this Order shall have the meaning ascribed to such terms in the Motion.

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overruled by the Court; and upon all of the proceedings had before the Court; and after due

deliberation, and good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

2. Trustee is authorized to enter into the Settlement Agreement, which is approved in

all respects, including, without limitation, the release of the Estates’ claims against IBM, and vice

versa, as set forth in paragraphs 3.1 and 3.2 of the Settlement Agreement.

3. Within five business days of the Effective Date of the Settlement Agreement, the

Trustee, on behalf of the Estate, will be paid the sum of $14,250,000. Each of the Trustee, on behalf

of the Estates, and IBM is authorized to effectuate the actions contemplated by this Order and as set

forth in the Settlement Agreement and, to the extent applicable, in the Motion.

4. The fact that a particular provision of the Settlement Agreement is not included in

this Order does not in any way impair or impact the enforceability of such provision, it being the

intention of this Court to approve the Settlement Agreement in its entirety.

5. The Trustee and IBM each are authorized to take all actions necessary to effectuate

the relief granted pursuant to this Order in accordance with the terms of the Settlement Agreement.

6. Relief is granted from any stay to the extent necessary to permit legal proceedings

relating to this Settlement Agreement or enforcement of any provision of this Settlement Agreement

in the United States District Court for the District of Utah.

2
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7. As stipulated in the Settlement Agreement, any legal proceedings between the Parties

(as defined in the Settlement Agreement, including all principals, successors, subsidiaries, affiliates,

and assigns) relating to the Settlement Agreement or the enforcement of any provision of the

Settlement Agreement shall be commenced in the U.S. District Court for the District of Utah. This

Court shall retain jurisdiction over all other matters arising from or related to the Settlement

Agreement and/or to the interpretation, implementation, or enforcement of this Order.

3
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EXHIBIT 1

The Settlement Agreement

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