UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------x In re : : THELEN LLP, : : Debtor.

: -----------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

ORDER (i) PURSUANT TO 11 U.S.C. 327(a) AND 328, AUTHORIZING THE TRUSTEE TO RETAIN EDELMAN ARTS, INC. AS HIS ART APPRAISERS AND CONSULTANTS, AND (ii) PURSUANT TO 11 U.S.C. 105(a) AND 363 AND RULES 2002 AND 6004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE, (a) AUTHORIZING THE TRUSTEE TO SELL THE DEBTORS ARTWORK FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES, (b) ESTABLISHING SALE PROCEDURES AND AUTHORIZING TRUSTEE TO PAY AUCTION EXPENSES, AND (c) APPROVING FORM AND MANNER OF NOTICE Upon the motion, dated January 26, 2010 (the Motion), of Yann Geron (the Trustee), chapter 7 trustee of the estate of Thelen LLP (the Debtor), the above-captioned debtor, for an order (i) pursuant to 11 U.S.C. 327(a) and 328, authorizing the Trustees retention and employment of Edelman Arts, Inc. (Edelman), as his art appraisers and consultants herein, and (ii) pursuant to 11 U.S.C. 105(a) and 363, and Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), (a) authorizing the Trustee to sell the Debtors artwork (collectively, the Assets), at an online auction sale to be conducted via Artnet.com, to the bidders who have submitted the highest and best offers, free and clear of all liens, claims and encumbrances, (b) establishing sale procedures and authorizing Trustee to pay auction expenses, and (c) approving form and manner of notice; and upon the affidavit of Asher Edelman, President of Edelman (the Edelman Affidavit) in support thereof; and it appearing that Edelman represents no interest adverse to the Trustee, the Debtor, its estate or creditors with respect to the matters for which it is to be engaged, that Edelman is a disinterested person as that term is defined in 11 U.S.C. 101(14), and that its employment is necessary and

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in the best interests of the estate; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 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(b); and venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the hearing on the Motion and the relief granted herein having been provided in accordance with Bankruptcy Rule 2002; and it appearing that no other or further notice need be provided; and the relief requested in the Motion being in the best interests of the Debtors estate and creditors; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore IT IS HEREBY FOUND AND DETERMINED THAT: A. Good and sufficient notice of the Motion and the relief sought therein has

been given, and no other or further notice is required, except as ordered below. B. A reasonable opportunity to object or be heard regarding the relief

requested in the Motion has been given. C. The proposed sale and related procedures (the Sale Procedures), as

detailed in the Motion, are fair, appropriate, adequate and reasonable, and are designed to maximize the estates recovery on the Assets. The Sale Procedures are incorporated in this Order and made a part hereof. D. The Notice of the hearing on the Motion, and the notice of the auction sale

directed below, are good, appropriate, adequate and sufficient, and are reasonably calculated to provide all interested parties with timely notice of the auction sale and the procedures related to making a bid for the Assets.

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E.

Entry of this Order is in the best interests of the Debtors estate, its

creditors and other parties in interest, and will enable the Trustee to ensure that the Assets are sold at an auction where the highest and best offers for those Assets will be solicited, and ensure that the estates administrative costs are minimized. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is granted in its entirety and approved

in all respects, as further provided in this Order. 2. Any objections to the entry of this Order that have not been withdrawn,

waived, resolved or settled, and all reservations of rights included therein, are hereby overruled. 3. The Trustee is hereby authorized to retain Edelman as his art appraisers

and consultants herein on the terms and conditions set forth in the Application and the Edelman Affidavit. 4. The Trustee may compensate Edelman in accordance with 11 U.S.C.

328(a) and the terms set forth in Application and the Edelman Affidavit directly from the estate, and that Edelman shall not be required to file interim or final fee applications. 5. The proposed online auction of the Assets in as-is and where-is

condition and the contemplated Sale Procedures are hereby approved in their entirety. 6. The Trustee shall, as soon as is practicable after the entry of this Order,

schedule the online auction sale of the Assets in accordance with the Sale Procedures. 7. As soon as is practicable after the entry of this Order, the Trustee, by and

through his professionals and Artnet, shall take such actions as he deems necessary to obtain the highest and best offers for the Assets at the auction sale, which may include some or all of the following: (i) make the list of the Assets and any other relevant documentation concerning the

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Assets available to any parties that have shown interest in the Assets, to those parties that Edelman believes may be interested in the Assets, and to any parties that request the list; (ii) post specific information about the Assets and the online auction on the Trustees informational website for this case, which can be may be accessed at http://omnimgt.com/SBLite/ThelenLLP; (iii) post specific information about the Assets and the online auction on Artnet.com, (iv) have Artnet send targeted e-mail notifications to buyers of certain artists or type of work, (v) feature the auction sale in Artnets weekly newsletter, sent to all Artnet users, and (vi) run banner ads on Artnets website. 8. The Trustee is hereby authorized and empowered to sell, transfer, convey

and assign the Assets to the successful bidders after the completion of the online auction sale free and clear of all liens, with any such liens to attach in the same validity, priority and amount to the sale proceeds, and all persons and entities, including but not limited to creditors, equity security holders, governmental, tax, and regulatory authorities, secured lenders, holding any and all liens in and against the Assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent), or arising under, in connection with, or in any way relating to the Assets, hereby are forever barred, estopped and permanently enjoined from asserting against the successful bidders, their designees or their successors or assigns, their property, or the Assets, such persons or entities liens in and against the Assets. 9. Upon conclusion of the auction sale, and receipt of the sale proceeds from

the successful buyers, the Trustee is authorized to pay Artnets fees, in an amount not to exceed 10% of the gross sale proceeds, directly from the Debtors estate. 10. Pursuant to Bankruptcy Rule 6004(g), this Order shall be effective and

enforceable immediately upon entry.

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11.

The above-ordered notice is deemed sufficient and proper notice of the

auction sale of the Assets, the Sale Procedures, and the other relief requested in the Motion, and any requirements for other notice under the Bankruptcy Code, the Bankruptcy Rules and the Local Bankruptcy Rules are waived and dispensed with. 12. This Court shall retain jurisdiction with respect to any matters, claims,

rights or disputes arising from or related to the implementation of this Order. Dated: New York, New York February 24, 2010 /s/ Allan L. Gropper HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE

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