SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(AMENDMENT NO. 12)*

J. Alexander’s Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

466096104

(CUSIP Number)

E. Townes Duncan
Solidus Company, L.P.
4015 Hillsboro Pike, Suite 214
Nashville, TN 37215
(615) 665-3818

(Name, Address and Telephone Number of Person Authorized to

Receive Notice and Communications)

June 8, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box [    ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 466096104 

1	NAMES OF REPORTING PERSONS: E. Townes Duncan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
		7	SOLE VOTING POWER:
NUMBER OF			15,208 shares of Common Stock
SHARES		8	SHARED VOTING POWER:
BENFICIALLY
OWNED BY			184,006 shares of Common Stock
EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			15,208 shares of Common Stock
WITH		10	SHARED DISPOSITIVE POWER:
			184,006 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	199,214 shares of Common Stock, consisting of 5,208 shares of Common Stock held directly, 10,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 184,006 shares of Common Stock held indirectly.
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	3.32%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

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CUSIP No. 466096104 

1	NAMES OF REPORTING PERSONS: Solidus Company, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 20-8776736
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States of America
		7	SOLE VOTING POWER:
NUMBER OF			0 shares of Common Stock
SHARES		8	SHARED VOTING POWER:
BENFICIALLY
OWNED BY			177,046 shares of Common Stock
EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			0 shares of Common Stock
WITH		10	SHARED DISPOSITIVE POWER:
			177,046 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	177,046 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ Excludes shares beneficially owned by E. Townes Duncan (the CEO of the general partner of Solidus Company, L.P.), personally, either directly or indirectly through his wife or mother.
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	2.95%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	P N

TABLE OF CONTENTS

	Item 1: Security and Issuer
	Item 2: Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
SIGNATURE
EX-99.4

CUSIP No. 466096104  

Item 1: Security and Issuer.

     This statement relates to the common stock, $0.05 par value per share (“Common Stock”), issued by J. Alexander’s Corporation (the “Company” or the “Issuer”) whose principal executive offices are located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37202.

Item 2: Identity and Background.

E. Townes Duncan:

(a)	The name of the person filing this statement is E. Townes Duncan (“Mr. Duncan”), with respect to shares of Common Stock of the Company.
(b)	The business address of Mr. Duncan is 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215.
(c)	The principal occupation of Mr. Duncan is Chief Executive Officer of Solidus General Partner, LLC, the general partner of Solidus Company, L.P. Solidus Company, L.P. is a private investment firm. The address of Solidus General Partner, LLC is 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215.
(d)	During the last five years, Mr. Duncan has not been convicted in a criminal proceeding.
(e)	During the last five years, Mr. Duncan has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Duncan is a United States citizen.

Solidus Company, L.P.:

     Solidus Company, L.P. (“Solidus”) is a limited partnership formed under the laws of the State of Tennessee. The general partner of Solidus is Solidus General Partner, LLC (“Solidus GP”), a member-managed limited liability company formed under the laws of the State of Tennessee. E. Townes Duncan is the Chief Executive Officer and sole member of Solidus GP. Each of Solidus and Solidus GP is a private investment firm with its principal office and business located at 4015 Hillsboro Pike, Suite 214, Nashville, TN 37215. Neither Solidus nor Solidus GP has been convicted in a criminal proceeding or been a party to a civil proceeding described in Schedule 13D Item 2(d) or (e).

Item 3. Source and Amount of Funds or Other Consideration.

     Not applicable

Item 4. Purpose of Transaction.

     Each of Mr. Duncan and Solidus holds shares of Common Stock described herein for investment purposes. Mr. Duncan has met and may in the future meet with management and/or representatives of the Issuer to engage in discussions that may include matters relating to the strategy, business, assets, operations, capital structure, financial condition and/or future plans of the Issuer in an effort to enhance shareholder value. Solidus has engaged, and may engage additional, advisors to assist it, including

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CUSIP No. 466096104  

consultants, accountants, attorneys, financial advisors or others, and may contact other shareholders of the Issuer and/or other relevant parties to discuss any and all of the above.

     As disclosed in Amendment No. 9 to this Schedule 13D, on September 2, 2010, Solidus entered into a sales plan (the “Plan”) with Avondale Partners, LLC as broker (“Broker”) in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, pursuant to which Broker is authorized and directed to sell on Solidus’ behalf up to 300,000 shares of Common Stock through September 30, 2011, subject to satisfaction of certain conditions, including, among others, trading price and volume limitations.

     As of the close of business on June 8, 2011, Solidus has sold 161,200 shares of common stock pursuant to the Plan (see Item 5(c) below). As of June 8, 2011, the Plan has been terminated.

     On June 8, 2011, Solidus entered into an agreement to sell 120,000 shares of Common Stock to FIPA, LLC (“FIPA”) (the “June Sale”). The June Sale was accomplished pursuant to a Stock Purchase Agreement described below in Item 6.

     Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer, and trading price levels of the Common Stock, Solidus and Mr. Duncan may in the future take additional actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing shares of Common Stock or related financial instruments or selling some or all of their respective beneficial and economic holdings, and/or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Solidus is in the business of investing in publicly held and privately held companies. Consequently, the Reporting Persons’ beneficial ownership as reported on this Schedule 13D/A will vary over time depending on various factors, with or without regard to Mr. Duncan’s views of the Issuer’s business, prospects or valuation (including the market price of Common Stock), including without limitation, other investment opportunities available to the Mr. Duncan, conditions in the securities market and general economic and industry conditions. In addition, Mr. Duncan is a director of the Issuer and may participate in incentive programs available to non-management directors, such as option grants pursuant to the Issuer’s 2004 Equity Incentive Plan.

Item 5. Interest in Securities of the Issuer.

(a)

Mr. Duncan beneficially owns 3.32% of the Issuer’s Common Stock, or 199,214 shares of Common Stock, consisting of 5,208 shares of Common Stock held directly, 10,000 shares issuable upon exercise of certain options held by Mr. Duncan, and 184,006 shares of Common Stock held indirectly. Mr. Duncan disclaims beneficial ownership of shares of Common Stock held by Solidus in excess of his proportional interest in Solidus. Solidus beneficially owns 2.95% of the Common Stock of the Issuer consisting of 177,046 shares of Common Stock held directly.

(b)

Mr. Duncan beneficially owns the following number of shares of Common Stock with:

Sole Voting Power: 15,208 shares of Common Stock

Shared Voting Power: 184,006 shares of Common Stock

Sole Dispositive Power: 15,208 shares of Common Stock

Shared Dispositive Power: 184,006 shares of Common Stock

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CUSIP No. 466096104  

     Mr. Duncan shares voting power and dispositive power with respect to 240 shares held by Mr. Duncan’s wife, Ellen Duncan, and with respect to 4,560 shares held in trusts of which Mrs. Duncan is trustee. Mrs. Duncan is a homemaker. Her residence address is 4309 Esteswood Drive, Nashville, TN 37215. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of the United States.

     Mr. Duncan also shares voting power and dispositive power with respect to 2,160 shares held by Mr. Duncan’s mother, Anne Eberle. Ms. Eberle is a homemaker who resides at 204 Glen View Cove, Franklin, Tennessee 37064. She has no disclosures pursuant to Item 2(d) or (e). She is a citizen of the United States.

     In addition, Mr. Duncan shares voting power and dispositive power with respect to 177,046 shares of Common Stock beneficially owned by Solidus, of which he is the Chief Executive Officer of the general partner of Solidus.

     Solidus beneficially owns the following number of shares of Common Stock with:

Sole Voting Power: 0 shares of Common Stock

Shared Voting Power: 177,046 shares of Common Stock

Sole Dispositive Power: 0 shares of Common Stock

Shared Dispositive Power: 177,046 shares of Common Stock

(c) Pursuant to the Plan described above, Solidus disposed of the shares of Common Stock on the days indicated and at the price per share indicated below in the last sixty days:

April 11, 2011	600 shares at $6.02 per share.
April 11, 2011	300 shares at $6.06 per share.
April 11, 2011	100 shares at $6.10 per share.
April 11, 2011	152 shares at $6.13 per share.
April 11, 2011	348 shares at $6.12 per share.
April 11, 2011	300 shares at $6.22 per share.
April 11, 2011	200 shares at $6.20 per share.
April 13, 2011	400 shares at $6.05 per share.
April 13, 2011	250 shares at $5.94 per share.
April 13, 2011	250 shares at $5.98 per share.
April 13, 2011	660 shares at $5.99 per share.
April 13, 2011	540 shares at $5.97 per share.
April 13, 2011	1,400 shares at $5.96 per share.
April 14, 2011	35 shares at $6.02 per share.
April 14, 2011	397 shares at $6.10 per share.
April 14, 2011	84 shares at $5.97 per share.
April 14, 2011	1,984 shares at $6.05 per share.
April 14, 2011	500 shares at $6.00 per share.
April 15, 2011	100 shares at $6.05 per share.
April 15, 2011	100 shares at $6.00 per share.
April 18, 2011	335 shares at $6.01 per share.
April 18, 2011	1,100 shares at $6.02 per share.
April 18, 2011	365 shares at $6.05 per share.
April 18, 2011	500 shares at $6.08 per share.
April 18, 2011	100 shares at $6.03 per share.
April 18, 2011	100 shares at $6.04 per share.

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CUSIP No. 466096104  

April 19, 2011	100 shares at $6.01 per share.
April 19, 2011	1,660 shares at $6.00 per share.
April 19, 2011	500 shares at $6.03 per share.
April 19, 2011	40 shares at $5.90 per share.
April 20, 2011	2,000 shares at $5.96 per share.
April 21, 2011	100 shares at $5.95 per share.
April 21, 2011	460 shares at $5.97 per share.
April 21, 2011	640 shares at $5.95 per share.
April 25, 2011	200 shares at $5.75 per share.
April 25, 2011	200 shares at $5.80 per share.
April 25, 2011	900 shares at $5.77 per share.
April 26, 2011	800 shares at $5.88 per share.
April 26, 2011	170 shares at $5.89 per share.
April 26, 2011	30 shares at $5.87 per share.
April 26, 2011	150 shares at $5.86 per share.
April 26, 2011	350 shares at $5.83 per share.
April 27, 2011	400 shares at $5.75 per share.
April 27, 2011	1,100 shares at $5.80 per share.
May 2, 2011	60 shares at $5.83 per share.
May 2, 2011	500 shares at $5.65 per share.
May 2, 2011	400 shares at $5.56 per share.
May 2, 2011	500 shares at $5.45 per share.
May 2, 2011	500 shares at $5.50 per share.
May 2, 2011	300 shares at $5.55 per share.
May 2, 2011	100 shares at $5.51 per share.
May 2, 2011	40 shares at $5.47 per share.
May 2, 2011	600 shares at $5.53 per share.
May 3, 2011	100 shares at $5.46 per share.
May 3, 2011	400 shares at $5.47 per share.
May 3, 2011	3,000 shares at $5.50 per share.
May 3, 2011	500 shares at $5.55 per share.
May 3, 2011	1,000 shares at $5.70 per share.
May 4, 2011	200 shares at $5.85 per share.
May 4, 2011	200 shares at $5.90 per share.
May 4, 2011	200 shares at $5.82 per share.
May 4, 2011	400 shares at $5.80 per share.
May 9, 2011	200 shares at $5.71 per share.
May 9, 2011	800 shares at $5.70 per share.
May 9, 2011	1,000 shares at $5.72 per share.
May 10, 2011	605 shares at $5.70 per share.
May 10, 2011	102 shares at $5.75 per share.
May 10, 2011	67 shares at $5.81 per share.
May 10, 2011	826 shares at $5.80 per share.
May 10, 2011	400 shares at $5.70 per share.

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CUSIP No. 466096104  

	On May 10, 2011, Mr. Duncan exercised an option to purchase 1,000 shares of Common Stock at a price of $2.24 per share. Pursuant to the Plan, on May 10, 2011 Mr. Duncan disposed of the 1,000 shares acquired through the stock option exercise. This disposition is included in the above list of dispositions made pursuant to the Plan.
	On June 8, 2011, Solidus disposed of 120,000 shares of Common Stock at a price of $5.78 per share pursuant to the stock purchase agreement described in Items 4 and 6.
(d)	Not applicable
(e)	Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Plan described in Item 4 above was entered into between Solidus and Broker effective September 2, 2010. The Plan was structured to satisfy the conditions of Rule 10b5-1(c). Pursuant to the Plan, Broker was authorized and directed to sell on Solidus’ behalf up to 300,000 shares of Common Stock between the effective date of the Plan and September 30, 2011, subject to certain conditions, including, among others, trading price and volume limitations. As disclosed above, the Plan was terminated on June 8, 2011. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 3 to Amendment No. 9 to this Schedule 13D/A.

The June Sale described in Item 4 above was accomplished pursuant to a Stock Purchase Agreement dated June 8, 2011 between Solidus and FIPA pursuant to which Solidus sold 120,000 shares of Common Stock to FIPA. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 4 to Amendment 12 to this Schedule 13D/A.

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CUSIP No. 466096104  

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2011

/s/ E. Townes Duncan  

E. Townes Duncan 

6

EX-99.4

Exhibit 4

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of June 8, 2011 by and between FIPA, LLC, a Florida Limited Liability Company (“Purchaser”), and Solidus Company, L.P., a Tennessee limited partnership (“Seller”).

     Seller owns One Hundred Twenty Thousand (120,000) shares (individually and collectively the “Shares”) of stock in J. Alexander’s Corporation (“the Company”); and

     Purchaser desires to purchase and Seller desires to sell the Shares as described below.

     The parties, intending to be legally bound, agree as follows:

     1. PURCHASE AND SALE OF SECURITIES.

          (a) Subject to the terms and conditions hereof, on the Closing Date (defined below) Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Shares, for a total purchase price of Six Hundred Ninety-Three Thousand Six Hundred Forty Dollars ($693,600.00) (the “Purchase Price”).

          (b) Such sale and purchase shall be effected by Seller delivering to Purchaser duly executed certificates or evidence of delivery to the Company’s Transfer Agent of instructions for transfer of the Shares to Purchaser, in each case duly endorsed or with appropriate instruments of transfer attached (or otherwise in form sufficient for transfer), against delivery by Purchaser to Seller of the Purchase Price. The Purchase Price shall be paid by wire transfer of immediately available funds to such account or accounts as Seller shall designate in writing.

          (c) The closing of the sale and purchase referred to above shall take place on June 13, 2011 (the “Closing Date”), at the offices of Seller, or on such other date, and at such other place and time as the parties hereto shall mutually agree.

     2. REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller represents and warrants to Purchaser that:

          (a) It is duly organized under the laws of its jurisdiction of organization.

          (b) It has authorized the execution, delivery and performance of this Agreement, and each of the transactions contemplated hereby. No other action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

          (c) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over Seller is required for the execution, delivery

or performance by Seller of its obligations hereunder, including without limitation the sale of the Shares.

          (d) It has good and marketable title to the Shares. The Shares will be transferred to Purchaser free and clear of any security interest, lien, claim or other encumbrance or any restriction on transfer, excluding any imposed by the Securities Act or any state securities laws.

     3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

     Purchaser represents and warrants to Seller that:

          (a) It is duly organized under the laws of its jurisdiction.

          (b) It has authorized the execution, delivery and performance of this Agreement, and each of the transactions contemplated hereby. No other action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

          (c) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over Purchaser is required for the execution, delivery or performance by Purchaser of its obligations hereunder, including without limitation the purchase of the Shares.

          (d) Purchaser understands that the Shares have not been registered under the Securities Act, nor qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations of Purchaser contained herein.

          (e) Purchaser understands that the Shares being acquired are “restricted securities” as such term is defined in Rule 144(a)(3) of the Securities Act.

          (f) Purchaser acknowledges that it has been provided access to the reports that the Company has filed with the Securities and Exchange Commission that are made available to the public and which contain material information about the Company as well as certain risk factors to be considered before acquiring the Shares. Purchaser further acknowledges that Purchaser, or Purchaser’s representative, has thoroughly read and evaluated and understands the same and understands the nature of the risks involved in investment in the Shares. Purchaser acknowledges that Seller makes no representation or warranty to Purchaser about the Company’s business, prospects, financial condition or otherwise.

          (g) Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act and is a sophisticated investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement; Purchaser is able to bear the economic risk of its investment in the Company (including a complete loss of such investment).

2

          (h) Purchaser understands that it must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such securities is qualified under applicable state securities laws or an exemption from such qualification is available. Purchaser further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow Purchaser to Transfer any or all of the Shares, in the amounts, or at the time Purchaser might propose.

          (i) Purchaser is acquiring the Shares solely for its own account for investment and not with a view toward the resale, Transfer, or distribution thereof, nor with any present intention of distributing the Shares. No other person has any right with respect to or interest in the Shares to be purchased by Purchaser, nor has Purchaser agreed to give any person any such interest or right in the future. Purchaser is not acquiring the Shares as part of a scheme to evade the registration requirements of the Securities Act.

     4. COVENANTS OF THE PARTIES.

          (a) Securities Act Restrictions. Purchaser acknowledges that the Shares may not be, and Purchaser agrees that they shall not be, sold except pursuant to an effective registration statement and compliance with applicable securities legislation or an exemption from such registration and applicable securities legislation under said statutes. Purchaser agrees that the following legends have been or will be placed on any certificate(s) or other document(s) evidencing the Shares reflecting the restrictions on transfer of the Shares described herein:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND/OR HAVE BEEN PURCHASED FROM OR ARE HELD BY A PERSON THAT MAY BE DEEMED AN AFFILIATE OF THE COMPANY UNDER APPLICABLE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

          Purchaser agrees that such legends will be placed on any new certificate(s) or other document(s) issued upon presentment by Purchaser of certificate(s) or other document(s) for transfer, as permitted hereunder.

          Purchaser agrees that it will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws and with the terms of this Agreement or take any action that would restrict the availability of any securities exemption relied upon by Seller in connection with the sale of the Shares to Purchaser.

3

          (b) Further Assurances. From and after the Closing Date, Seller shall execute all certificates, instruments, documents or agreements and shall take any other action which it is reasonably requested to execute or take to further effectuate the transactions contemplated hereby.

          (c) Best Efforts. Each of the parties hereto will use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making all required regulatory filings as promptly as practicable after the date hereof.

     5. INTERPRETATION OF THIS AGREEMENT.

          (a) Survival. The representations, warranties and covenants of Seller and Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing Date.

          (b) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below:

          person: an individual, partnership, joint-stock company, corporation, trust, unincorporated organization, government or agency, any political subdivision thereof, or any other entity.

          Securities Act: the Securities Act of 1933, as amended.

          Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance, whether or not for value.

          (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to its conflicts of law principles.

          (d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

          (e) Notices.

     (i) All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered or certified mail, postage prepaid:

(1)	if to Seller:
	4015 Hillsboro Pike Suite 214 Nashville, Tennessee 37215
	Attention: E. Townes Duncan Facsimile: (615) 665-3819

4

(2)	if to Purchaser:
	2955 SE 3rd Court Ocala, FL 34471 Attention: Devaiah or Rahul Pagidipati Facsimile: (352) 622-7057

     or at such other address or facsimile number as such party may have furnished in writing to the other.

     (ii) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing.

          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

          (g) Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of Seller and Purchaser.

          (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

[Signatures Appear on Following Page]

5

     The parties have executed this Agreement as of the date first above written.

Seller:

SOLIDUS COMPANY, L.P.

By:	Solidus General Partner, LLC
	its General Partner
	By:	/s/ E. Townes Duncan
		Name: E. Townes Duncan
		Title: Chief Executive Officer

Purchaser:

FIPA, LLC (A Florida Limited Liability Company)

By:	/s/ Rahul Pagidipati
	Name: Rahul Pagidipati
	Title: Director

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