SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the “Agreement”) is made between and among

Randolph College, formerly known as Randolph-Macon Woman’s College, on its own behalf

and on behalf of its present and former employees, trustees and agents (the “College”) on the one

hand, and Jenna Dodge, Sarah Hassmer, Hayley J. Maxwell, Laura McKean-Peraza, Kelsey

McCune, Jennifer C. Mullins, Alice Dammeyer Priebe, Jessica Whittle, Frances Pendleton

Elliott, Eleanor Pendleton Monahan, Margaret Williams, Ellen S. Agnew, Paul Whitehead, Jr.,

Sandra Whitehead, Roberta Scrivener, Roy Clinton Johns, Anne Adams Robertson Massie,

Amanda Sandos and Laura Katzman (together, the “Art Plaintiffs”), and Preserve Educational

Choice, Inc., on its own behalf and on behalf of its employees and directors (“PEC”) on the other

hand. The College, the Art Plaintiffs and PEC are collectively referred to herein as the “Parties.”

“Party” shall mean any of the Parties individually.

WHEREAS in the lawsuit brought in the Circuit Court of the City of Lynchburg (the

“Court”) styled Jenna Dodge, et al. v. Randolph College (Case No. CL07-1917) (the “Art

Litigation”), the Art Plaintiffs sought to enjoin the College from selling the paintings Men of the

Docks by George Bellows, A Peaceable Kingdom by Edward Hicks, Through the Arroyo by

Ernest Martin Hennings and Troubadour by Rufino Tamayo (the “Four Paintings”);

WHEREAS, on November 10, 2007, the Court granted the Art Plaintiffs’ request for a

preliminary injunction (the “Injunction”) during the pendency of the Art Litigation but imposed a

$10,000,000 bond to be posted before the Injunction would become effective;

WHEREAS, upon cross appeals by the College and the Art Plaintiffs, on November 16,

2007, the Supreme Court of Virginia affirmed the Injunction, made the Injunction immediately

effective, reduced the bond to $1,000,000 (the “Bond”), and granted the Art Plaintiffs until

December 3, 2007 to post the Bond;

 WHEREAS the Art Plaintiffs raised $500,000 toward the Bond by December 3, 2007;

WHEREAS on December 3, 2007, the Supreme Court of Virginia granted the Art

Plaintiffs’ Motion to accept the $500,000 and provided until February 15, 2008 for the Art

Plaintiffs to post the remainder of the Bond;

WHEREAS PEC, on behalf of the Art Plaintiffs, posted $500,000 with the Court on

December 3, 2007 to meet the requirements of the Order of the Supreme Court of Virginia;

WHEREAS the Art Plaintiffs were unable to post the additional $500,000 by February

15, 2008;

WHEREAS the Injunction was dissolved as of February 15, 2008;

WHEREAS the Art Plaintiffs non-suited the Art Litigation by Order dated May 1, 2008;

WHEREAS the Clerk of the Court (the “Clerk”) has been holding the $500,000 since

PEC posted the money on December 3, 2007;

WHEREAS the $500,000 has been accruing interest (the “Interest”) since it was

deposited with the Clerk;

WHEREAS the College sold one of the Four Paintings, Troubadour by Rufino Tamayo,

at Christie’s in New York, New York, on May 28, 2008, at a gross price, including premium, of

$7.2 million;

WHEREAS on April 14, 2008, in the case of Randolph College v. Jenna Dodge, et al.

(Case No. CL08-2458), the College sued the Art Plaintiffs, alleging that the College had incurred

damages as a result of the Injunction (the “Bond Litigation”);

WHEREAS, in the Bond Litigation, the College has sued each of the Art Plaintiffs

individually, and has implied that it would require them to personally pay any judgment in

excess of the $500,000 being held by the Clerk;

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 WHEREAS the Art Plaintiffs deny that the College has suffered any damages as a result

of the Injunction;

WHEREAS, the College has indicated that it intends to sell the Three Remaining

Paintings at a time when the College believes that it is in the best interest of the College to do so;

WHEREAS, the Art Plaintiffs continue to object to the sale of the Three Remaining

Paintings and urge the College to return all Three Remaining Paintings to the Maier Museum;

and

WHEREAS the Parties desire to resolve all issues between and among them relating to

the Four Paintings, the Bond, the $500,000, the Interest, all issues and claims raised in the Art

Litigation and all issues and claims raised in the Bond Litigation.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein,

any other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows:

1. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date on

which the last party required to sign this Agreement does, in fact, sign this Agreement.

2. DISBURSEMENT OF THE $500,000 AND THE INTEREST. Within three

(3) business days of the Effective Date, the Art Plaintiffs and the College shall tender to the

Court the proposed order attached as Exhibit A, jointly requesting that the Clerk disburse the

$500,000 and Interest as indicated in the proposed order.

3. DISMISSAL OF THE BOND LITIGATION. Within two (2) business days of

the disbursement of the $500,000 and the Interest as contemplated in the proposed order attached

as Exhibit A, counsel for the Parties shall endorse the proposed order attached as Exhibit B, the

intent of which is to dismiss the Bond Litigation with prejudice, and forward the same to the

Court for entry.

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 4. NO ADMISSION. By entering into this Agreement, the Parties expressly deny

any wrongdoing or any liability to each other on any grounds. This Agreement is made in good

faith and is the negotiated compromise of disputed claims.

5. MUTUAL RELEASES.

a. Upon execution of this Agreement, the Art Plaintiffs and PEC

unconditionally release, acquit and forever discharge the College from any and all claims,

lawsuits, liabilities, claims for attorneys’ fees, costs, demands, actions, disputes, or causes

of action of any kind or character whatsoever, or damages of any kind, known or

unknown, matured or unmatured concerning the Four Paintings, the Bond, the $500,000,

the Interest, the Art Litigation and the Bond Litigation.

b. Upon execution of this Agreement, the College unconditionally releases,

acquits and forever discharges the Art Plaintiffs and PEC from any and all claims,

lawsuits, liabilities, claims for attorneys’ fees, costs, demands, actions, disputes or causes

of action of any kind or character whatsoever, or damages of any kind, known or

unknown, matured or unmatured concerning the Four Paintings, the Bond, the $500,000

the Interest, the Art Litigation and the Bond Litigation.

6. NO FUTURE LITIGATION.

a. The Art Plaintiffs and PEC agree that none of them shall ever bring, cause,

fund or otherwise participate in any litigation or any other type of adversarial proceeding

(“Litigation”) against the College concerning any of the Four Paintings.

b. The Art Plaintiffs and PEC agree that none of them shall ever bring, cause,

fund or otherwise participate in any Litigation against any purchaser or potential

purchaser of any of the Three Remaining Paintings.

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 c. The Art Plaintiffs and PEC agree that none of them shall ever bring, cause,

fund or otherwise participate in any Litigation against the purchaser(s) of Troubadour by

Rufino Tamayo sold by the College at a Christie’s auction in 2008.

d. The College agrees that it shall never bring, cause, fund or otherwise

participate in any Litigation related to the Four Paintings against any of the Art Plaintiffs

or PEC.

7. ATTORNEYS’ FEES AND EXPENSES. The Parties shall bear their own

attorneys’ fees and expenses in connection with all matters related to the Art Litigation, the Bond

Litigation and this settlement.

8. ATTEMPTS TO AVOID OR SET ASIDE. If any Party attempts to avoid or

set aside the terms of this Agreement, any affected Party shall be entitled to reasonable costs and

attorneys’ fees in defending such claims.

9. ENTIRE AGREEMENT. This Agreement contains the entire agreement

between the Parties regarding the matters set forth herein and it supersedes any previous

negotiations, discussions or understandings regarding such matters. The terms of this Agreement

are contractual and not mere recitals.

10. MODIFICATION. This Agreement shall not be modified except by an

agreement in writing signed by all the Parties.

11. SEVERABILITY. If for any reason any word, phrase or provision of this

Agreement is held invalid or unenforceable by final decree of any court of competent

jurisdiction, the remaining words, phrases and provisions of the Agreement shall remain in full

force and effect.

12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and

inure to the benefit of the Parties, their successors, agents and assigns.

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 13. CHOICE OF LAW. This Agreement shall be construed and enforced under, and

in accordance with, the laws of the Commonwealth of Virginia.

14. ADVICE OF COUNSEL. The Parties represent that they have relied upon the

advice of counsel of their choice, and such other persons as they may have deemed appropriate,

and that they fully understand and voluntarily accept the terms of this Agreement.

15. NO “CONSTRUCTION AGAINST THE DRAFTSMAN.” The Parties have

cooperated in the drafting and preparation of this Agreement. As such, in any construction to be

made of this Agreement, no term or section of it shall be construed against any of the Parties on

the grounds that such Party did not have an opportunity to participate in the drafting and

preparation of this agreement.

16. COUNTERPART SIGNATURES. This Agreement may be signed in one or

more counterpart copies, each of which, taken together, shall constitute one and the same

agreement though no single counterpart bears all Parties’ signatures. Facsimile or electronic

signatures shall be treated as original signatures.

IN WITNESS WHEREOF, the undersigned have executed this Settlement Agreement

and Release as of the date(s) noted below.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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RANDOLPH COLLEGE, formerly known as
Randolph-Macon Woman’s College

Signed: __________________________________ Date: ____________________

By: __________________________________

Its: __________________________________

PRESERVE EDUCATIONAL CHOICE, INC.

Signed: __________________________________
Date: ____________________
By: __________________________________

Its: __________________________________

JENNA DODGE, an individual

Signed: ______________________________ Date: ____________________

SARAH HASSMER, an individual

Signed: ______________________________ Date: ____________________

HAYLEY J. MAXWELL, an individual

Signed: ______________________________ Date: ____________________

LAURA MCKEAN-PERAZA, an individual

Signed: ______________________________ Date: ____________________

KELSEY MCCUNE, an individual

Signed: ______________________________ Date: ____________________

JENNIFER C. MULLINS, an individual

Signed: ______________________________ Date: ____________________

ALICE DAMMEYER PRIEBE, an individual

Signed: ______________________________ Date: ____________________

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JESSICA WHITTLE, an individual

Signed: ______________________________ Date: ____________________

FRANCES PENDLETON ELLIOTT, an individual

Signed: ______________________________ Date: ____________________

ELEANOR PENDLETON MONAHAN, an individual

Signed: ______________________________ Date: ____________________

MARGARET WILLIAMS, an individual

Signed: ______________________________ Date: ____________________

ELLEN S. AGNEW, an individual

Signed: ______________________________ Date: ____________________

PAUL WHITEHEAD, JR., an individual

Signed: ______________________________ Date: ____________________

SANDRA WHITEHEAD, an individual

Signed: ______________________________ Date: ____________________

ROBERTA SCRIVENER, an individual

Signed: ______________________________ Date: ____________________

ROY CLINTON JOHNS, an individual

Signed: ______________________________ Date: ____________________

ANNE ADAMS ROBERTSON MASSIE, an individual

Signed: ______________________________ Date: ____________________

AMANDA SANDOS, an individual

Signed: ______________________________ Date: ____________________

LAURA KATZMAN, an individual

Signed: ______________________________ Date: ____________________