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EXHIBIT 2

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Defendants. I, David E. Funkhouser III, declare: 1. I have first-hand, personal knowledge of the facts set forth below and, if IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA XCENTRIC VENTURES, L.L.C., Plaintiff, v. LISA JEAN BORODKIN and JOHN DOE BORODKIN, husband and wife; RAMOND MOBREZ and ILIANA LLANERAS, husband and wife; DANIEL BLACKERT and JANE DOE BLACKERT, husband and wife; ASIA ECONOMIC INSTITUTE, LLC, a California limited liability company, DOES 1-10, inclusive, No. 2:11-CV-01426-PHX-GMS DECLARATION OF DAVID E. FUNKHOUSER III IN SUPPORT OF DEFENDANT LISA JEAN BORODKIN'S MOTION FOR LEAVE TO FILE RULE 11 MOTION (Assigned to the Honorable G. Murray Snow)
777 South Figueroa Street, 37th Floor Los Angeles, CA 90017
TELEPHONE 213.596.5620

Lisa J. Borodkin (CA Bar #196412) lborodkin@zuberlaw.com

Admitted Pro Hac Vice Quarles & Brady LLP
Firm State Bar No. 00443100 Renaissance One, Two North Central Ave. Phoenix, AZ 85004-2391
TELEPHONE 602.229.5200

John S. Craiger (#021731) John.Craiger@quarles.com David E. Funkhouser III (#022449) David.Funkhouser@quarles.com Attorneys for Defendant Lisa Jean Borodkin

called as a witness, would and could testify competently thereto.

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2.

I am an attorney at Quarles & Brady LLP, counsel for Defendant Lisa Jean

Borodkin (Ms. Borodkin) in this matter, and am familiar with the files and proceedings in this action. 3. Attached as Exhibit "A" is a true and correct copy of a letter dated October

4, 2011 that I sent to David S. Gingras ("Mr. Gingras"), counsel for Plaintiff Xcentric Ventures, L.L.C. ("Xcentric"), requesting that Xcentric withdraw the Complaint against Ms. Borodkin, and serving a file-ready copy of a motion for sanctions under Rule 11 and supporting documents thereto. 4. Attached as Exhibit "B" is a true and correct copy of a letter dated

November 4, 2011 that I sent to Mr. Gingras, renewing the request that Xcentric withdraw the Complaint against Ms. Borodkin, and serving a revised file-ready copy of a motion for sanctions under Rule 11 and supporting documents thereto. 5. Attached as Exhibit "C" is a true and correct copy of a letter dated

November 23, 2011 that I sent to Mr. Gingras, again renewing the request that Xcentric withdraw the Complaint against Ms. Borodkin, and serving a revised file-ready copy of a motion for sanctions under Rule 11 and supporting documents thereto. 6. On September 7, 2012, Ms. Borodkin and I participated in a telephone

conference with Mr. Gingras in which Ms. Borodkin asked Mr. Gingras whether Xcentric would withdraw the First Amended Complaint against her, for the reasons stated in the motions for sanctions under Rule 11 previously served upon him. Mr. Gingras and Xcentric 's principal, Ed Madgeson, stated that they would not do so. 7. After sending the aforementioned letters, and personal consultation on this matter on September 7, 2012, and sincere efforts to do so, counsel have been unable to satisfactorily resolve the matter.

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I declare under penalty of perjury under the laws of the United States and the State of Arizona that the foregoing is true and correct. Executed this 19th day of September, 2012. /s/ David E. Funkhouser III David E. Funkhouser III

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