UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

-------------------------------------- XRACHEL BLASS,

YURI GURARITY,

SOL GINGOLD,

DON NAGY ,

MARILYN LESSER-GALE,

JOHN GUIDA,

Plaintiffs ,

-against-

-CAPITAL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNATIONAL HOLDING, INC .

CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES INC . ,

CAPITAL INTERNATIONAL SBIC, L .P .

,SERGIO M . ROVNER,,DAVID RUBIN,

'KEITH FELDMAN, 'WILLIAM ZELAYA, ' JOHN

ZELAYA, ANTHONY LEAVITT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCESS

TECHNOLOGIES, INC .,'VICTOR E . MURRAY,

'RICHARD A . MURRAY,'BOBBY STORY,"JOHN W .

COONEY,-JOHN PRESLEY,'ERIK WIISANEN,

'BRIDGE BANK, LTD ., JOSE RAMON RODRIQUEZ,

GERARDO RAIMUNDO HAMMERER ,

CASH SOLUTIONS, INC . and MANUEL IGLESIAS ,

Defendants .

Case No .

99 Civ . 5738 (FB )

CLASS ACTION

AMENDED COMPLAINT

Plaintiffs by their attorneys, Kazlow & Kazlow, fo r

their amended complaint, allege as follows :

1 . This action arises under Section 10(b) of the

Securities and Exchange Act of 1934 (the "Exchange Act"), 1 5

U .S .C .§ 87 (b), and the Securities and Exchange Commissio n

("SEC") Rule 10b -5 promulgated thereunder , 17 C .F .R . § 77(b)(1) ;

.~2

Section 20 of the Exchange Act, 15 U .S .C . § 78(c) ; Section 17(a )

of the Securities Act of 1933 ; and Sections 9(a)(2) and 9(a)(4 )

of the Exchange Act, 15 U .S .C . §78(i) ; and the Racketee r

Influenced and Corrupt Organization Act ("RICO"), 18 U .S .C .

§§1962 (a), (c) and (d) .

2 . This Court has jurisdiction over this action

pursuant to 28 U .S .C . §1331 .

3 . Venue is proper in this District pursuant to 2 8

U .S .C . § 1396 (b) and Section 27 of the Exchange Act, 15 U .S .C .

§ 7899 .

I . THE PARTIES

4 . Plaintiff Rachel Blass is a resident of the State

of New York, Kings County, who invested in the stock of American

Access Technologies, Inc . ("American Access") and lost ove r

$250,000 .

5 . Yuri Gurarityyis a resident of the State of New

York, Kings County, who invested in the stock of American Acces s

and lost over $50,000 .

6 . Plaintiff Sol Gingold is a resident of the State of

New York, County of New Yowk-, who invested in the stock of

American Access and lost over $75,000 .

7 . Plaintiff Marilyn Lesser -Gale is a resident of the

2

State of New York, County of Nassau , who invested in the stock o f

American Access and lost approximately $45,000 .

8 . Plaintiff Don y is a resident of Cleveland ,

Ohio, who invested in the stock of American Access and lost ove r

$350,000 .

9 . Plaintiff John ®uida is a resident of Denver ,

Colorado, who invested in the stock of American Access and los t

over $100,000 .

10 . Defendant Capital International Securities Group

("Capital") was a securities brokerage house, which upon

information and belief , was incorporated in the State of Florida ,

with an address of One S .E . Third Avenue, Miami, Fl 33131 .

Capital was a member of the Securities Investors Protection Corp .

("SIPC"), the National Association of Securities Dealers ("NASD" )

and the municipal Securities Rule-Making Board . ("MSRB") .

Capital was also a market maker in the stock of American Access .

11 . Capital International Holdings, Inc . (CIHI"), was

incorporated in the State of Florida on or about April 23, 199 7

with an address of One S .E . Third Avenue, Miami, Fl . 33131 .

Defendant CIHI was the parent company of Capital and, upon

information and belief, at all relevant times did control, direc t

and acquiesce in the actions of Capital complained of herein .

3

Upon information and belief, Defendants Gerardo Raimundo Hammerer

and John Zelaya are the principal officers of CIHI .

12 . Defendant Capital International Holdings, LP

("CIHLP") whose formal name is C .I .H Limited Partnership, upon

information and belief , is a Nevada limited partnership which wa s

formed on or about December 31, 1997 with an address of North

3775 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 8910 9

The general partner of CIHLP is CIHI, the parent company o f

Capital . Upon information and belief, at all relevant times ,

defendant CIHLP did control, direct and acquiesce in the action s

of defendant Capital complained of herein .

13 . Defendant SBI Ventures , Inc . ("SBI Ventures") ,

formerly known as Miami Environmental, Inc ., upon information and

belief, was incorporated in the State of Florida with an addres s

814 Ponce De Leon, Suite 410, Coral Gables, Fl 33134 . Upon

information and belief, defendant CIHLP is the parent company o f

defendant SBI Ventures and during all relevant times, defendan t

SBI Ventures did control, direct and acquiesce in the actions o f

defendant Capital complained of herein .

14 . Defendant- ital International SBIC, L .P .

("CISBIC LP") is upon information and belief a Florida limited

partnership with an address of 814 Ponce De Leon, Suite 410 ,

4

Coral Gables . Defendant CISBJC LP is an investment bank whic h

currently operates in Miami, Fl . Defendant CISBIC LP, upon and

information, merged or will merge with defendant SBI Ventures .

The merger is contingent upon the receipt of final approval fro m

the United States Small Business Administration . Upon

information and belief , defendant CISBIC LP is the successor-in-

interest to defendant Capital and intents to go public once the

merger with SBI venture is final . Defendant CISBIC LP did

control, direct, and acquiesce in the actions of defendan t

Capital complained of herein .

15 . Defendant Sergio M . Rovner ("Rovner") was an

investment consultant with Capital . Defendant Rovner is, upon

information and belief, a broker and is a member of NASD . Upon

information and belief, defendant Rovner currently resides in th e

State of New York, County of New York .

16 . Defendant David Rubin ("Rubin") was an investmen t

consultant with Capital . Rubin is, upon information and belief ,

a broker and is a member of NASD . Upon information and belief ,

defendant Rubin currently resides in the State of New York ,

County of New York .

17 . Defendant Keith Feldman ("Feldman"), upon

information and belief is a resident of the State of Florida, and

5

was the director of compliance of Capital . Upon information and

belief, defendant Feldman maintained a place of business at On e

S .E . Third Avenue, Miami, Fl 33131 .

18 . Defendant Nil-liam Zelaya , upon information and

belief , was the Municipal Principal of Capital . Upon and belief ,

defendant Zelaya maintained a place of business at One S .E . Third

Avenue, Miami FL 33131 .

19 . Defendant John Zelaya , upon information and

belief, is a resident of the State of Florida, and was an

officer/director of Capital . Upon information and belief ,

defendant Zelaya maintained a place of business at One S .E . Third

Avenue, Miami , FL 33131 . Collectively, William and John Zelay a

are referred to herein as "the Zelayas . "

20 . Defendant Anthony Leavitt, upon information an d

belief was an officer of Capital and maintains an address at 257 5

S . Bayshore Drive, # 15B , Coconut Grove , FL 33133 . Upon

information and belief, on or about May 24, 1999, defendan t

Leavitt became an officer/director of defendant Grove Gat e

Capital Partners, LLC . ("Grove Gate Capital") .

21 . Defendant Ore" Gate Capital was a Florid a

corporation which, upon information and belief, was formed on o r

about May 24, 1999 by defendants American Access and Capital .

6

Defendant Grove Gate Capital, upon information and belief, has a n

address of 2575 South Bayshore Drive, #15B, Coconut Grove, F L

33133 .

22 . Defendant American Access is a telecommunications

company which, upon information and belief, was incorporated i n

the State of Florida on October 21, 1996, with an address at 23 8

N. Westmonte Drive, Suite 210, Altamonte Springs, FL 32714 .

23 . Defendant Victor E . Murray, upon information and

belief, is a resident of the State of Florida, and was during al l

of the relevant times, and until recently, the President o f

American Access . Upon information and belief, defendant Victor

E . Murray maintains a place of business at 238 N . Westmonte

Drive, Suite 210, Altamonte Springs, FL 32714 .

24 . Defendant Richard A . Murray, upon information and

belief, is a resident of the State of Florida, and was during al l

relevant times, a director and the Vice-President of America n

Access , and the son of defendant Victor E . Murray. Upon

information and belief, Richard A . Murray maintains a place o f

business at 238 N . Westmonte Drive, Suite 210, Altamonte Springs ,

FL 32714 . Collectively, Victor E . Murray and Richard A. Murray

are referred to herein as "the Murrays . "

25 . Defendant Bobby Story ("Story"), upon informatio n

7

and belief, is a resident of the State of Florida and was at al l

relevant times the secretary/treasurer and Chief Financia l

Officer of American Access . Upon information and belief ,

defendant Story maintains a place of business at 238 N . Westmonte

Drive, Suite 210, Altamonte Springs, FL . 32714 and, is/was an

officer/director of Grove Gate Capital .

26 . Defendant John W . Cooney ("Cooney"), upon

information and belief, is a resident of the State of Florida ,

and during all relevant times was a director of American Access .

Defendant Cooney is also, upon information and belief, the uncl e

of John Zelaya and, upon information and belief, defendant Coone y

maintains a place of business at 238 N . Westmonte Drive, Suit e

210, Altamonte Springs, FL 32714 and, is/was an officer/directo r

of Grove Gate Capital .

27 . Defendant John Presley ("Presley"), upo n

information and belief, is presently the President of America n

Access . Upon information and belief, defendant Presley maintains

a place of business at 238 N . Westmonte Drive, Suite 210 ,

Altamonte Springs, FL 32714 .

28 . Defendant Erik Wiisanen ("Wiisanen"), upon

information and belief, is presently the Vice President o f

Marketing for Omega Metal, Inc ., a wholly owned subsidiary o f

8

American Access . Upon information and belief, defendant Wiisane n

maintains a place of business at 238 North Westmonte Drive, Suit e

210, Altamonte Springs, FL 32714 .

29 . Defendant Bridge Bank , Ltd . ("Bridge Bank") is ,

upon information and belief, an off -shore bank with an address at

N7788 West Bay Street, Nassau , Bahamas . Upon information and

belief, defendant Bridge Bank is an entity owned and controlle d

by defendant Jose Ramon Rodriguez, who is the father-in-law o f

John Zelaya, and Gerardo Raimundo Hammerer . During all relevant

times, defendant Bridge Bank did control, direct, and acquiesc e

in the actions of Capital complained of herein .

30 . Defendant Jose Ramon Rodriquez, upon information

and belief, is a principal in defendant Bridge Bank . Defendant

Rodriquez is also the CEO, President and Secretary of defendan t

Cash Solutions, Inc . ("Cash Solutions") . Upon information and

belief, defendant Rodriquez, through defendant Bridge Ban k

provided the financing for defendant Capital and did control ,

direct and acquiesce in the actions of defendant Capita l

complained of herein .

31 . Defendant Gerardo Raimundo Hammerer, upo n

information and belief, is a principal with Jose Ramon Rodrique z

in defendant Bridge Bank . Defendant Hammerer is also a principa l

9

with defendant John Zelaya in defendant CIHLP, and did control ,

direct and acquiesce in the actions of defendant Capita l

complained of herein .

32 . Defendant Cash Solutions , formerly known as

National Pawn Holding, Inc . upon information and belief, is a

Florida corporation with an address of 409 West 49th Street ,

Hialeah, FL 33012 which upon information and belief, is owed an d

controlled by defendant Rodriquez who is its CEO, President an d

Secretary, and defendant John Zelayas who is a director . During

all relevant times, defendant Cash Solutions did control, direct ,

and acquiesce in the actions of Capital complained of herein .

33 . Defendant Manuael Iglesias is the President of SB I

Ventures . Upon information and belief, defendant Iglesia s

maintains an address at 814 Ponce de Leon, Suite 410, Cora l

Gables, Florida, and during all relevant times, defendant

Iglesias , through SBI Ventures , did control, direct, and

acquiesce in the actions of defendant Capital complained o f

herein .

II . CLASS ACTION ALLEGATION

34 . The plaintiffs bring this class action on behalf o f

themselves and all others similarly situated, as members of a

proposed nationwide plaintiff class . The proposed plaintiff

10

class (the "Class" or "Class Members ") which plaintiffs seek to

represent is defined as follows : all persons or entities wh o

purchased or otherwise acquired shares of American Acces s

securities during the period from August 1977 through August ,

1999 (the "Class Period") . Certain of the Class members were

also customers of defendant Capital . Excluded from the Class ar e

defendants herein, members of defendants' immediate families, an y

entity in which any defendant has a controlling interest, an y

employees, officers, directors of defendants, and any lega l

representatives, heirs, successors, and assignees of defendants .

35 . As of February 4, 1999 the number of shares of

American Access common stock exceeded 3,000,000, and there wer e

approximately 622 recorded holders . During the Class Period ,

American Access common stock was listed and actively traded on a n

open, developed, and efficient market . Beneficial holders of the

shares number in the thousands, and are geographically disperse d

throughout the United States . Thus, the Class is so numerous

that joinder of all Class Members is impracticable . The precise

number of Class Members and their addresses are unknown to the

plaintiffs at this time, but can be ascertained from the books o r

records of American Access or its agents .

36 . Plaintiffs' claims are typical of the claims o f

11

the Class . Plaintiffs are members of the Class they seek to

represent in that they purchased American Access common stock at

an artificially inflated price within the Class Period, and wer e

injured by the same wrongful conduct that injured the other Clas s

Members .

37 . Plaintiffs will fairly and adequately protect the

interests of the Class Members . Plaintiffs have retained an d

will retain counsel competent and experienced in class actio n

litigation .

38 . Common questions of law and fact exist as to al l

Class Members, and predominate over any questions that solel y

affect individual members of the Class . Among the question s

common to the Class are :

(a) whether the defendants violated the federa l

securities laws by the acts and conducts alleged herein ;

(b) whether the defendants owed a duty to the

plaintiffs and Class Members, and whether such duty was breached

by the defendants , resulting in damages to the plaintiffs and

Class Members ;

(c) whether the defendants acted with the requisit e

scienter in connection with their alleged violations of the

securities laws ;

12

(d) whether the defendants violated RICO by the act s

and conduct alleged herein ; and

(e) whether the plaintiffs and the Class Member s

sustained damages, and what is the appropriate measure of thos e

damages .

39 . A Class action is superior to other availabl e

methods for the fair and efficient adjudication of thi s

controversy since joinder of all Class Members is impracticable .

Furthermore, as the damages suffered by individual Class Members

may be relatively small, the expense and burden of individua l

litigation makes it impossible for the Class to individually

redress the wrongs done to them . The plaintiffs know of n o

difficulty that will be encountered in the management of thi s

action that will preclude its maintenance as a Class action .

40 . In connection with the acts, conduct and other

wrongs alleged in this Complaint, defendants, directly an d

indirectly, used various means and instrumentalities of

interstate commerce, including the United States Postal Servic e

and interstate telephone wires and the facilities of the nationa l

securities markets, to perpetrate a fraud on the plaintiffs an d

Class Members .

13

III . THE NATURE OF THE ACTION

41 . Beginning at least as early as February, 1997 and

continuing at least through August, 1999, the defendants engage d

in a fraudulent scheme to manipulate and artificially inflate th e

stock price of American Access , a company whose shares are traded

publicly on Nasdaq .

42 . American Access was formed on October 21, 1996 . On

or about August, 1997, the stock of American Access began tradin g

on the over-the-counter market and was quoted on the OT C

Electronic Bulletin Board of Nasdaq . On April 13, 1999, the

stock of American Access was listed on Nasdaq, as a Small Ca p

listing .

43 . At the time of the formation of American Access ,

the insiders of the company, Bridge Bank and Capital wer e

collectively issued over a million shares of stock at $0 .01 per

share . They were also issued thousands of warrants for shares of

American Access stock .

44 . The insider defendants of American Access, Bridge

Bank and Capital stood to make millions of dollars if the stock

price of American Access was to become inflated and they wer e

able to sell their personal holdings in the stock of America n

Access at the inflated price .

14

45 . Therefore, upon information and belief, th e

defendants , in or about August, 1997 entered into a conspiracy

with each other, and agreed upon a scheme to manipulate an d

artificially inflate the price of American Access' stock .

46 . Upon information and belief, during the time tha t

the stock was quoted on the OTC Electronic Bulletin Board ,

defendant Capital, with the knowledge and acquiescence of the

other defendants, manipulated the stock price of American Acces s

by entering bid quotations which were not justified by legitimat e

supply and demand so as to artificially inflate the stock price .

47 . After the stock was listed on Nasdaq, th e

defendants manipulated and artificially inflate the stock pric e

of American Access by attempting to control the supply of, and

demand for, the stock which was available on the open market .

48 . Upon information and belief, because the market

for the stock of American Access was not liquid, the sale of a

substantial number of the company's shares into the open marke t

would have the effect of quickly depressing the stock price .

49 . Upon information and belief, under thei r

fraudulent scheme, the defendants attempted to control the suppl y

and demand of the stock of American Access and artificially

supported and inflated the price by among other things :

15

(a) having Capital support artificially high bid prices

for the stock, either by maintaining the exclusive high bid fo r

the stock of American Access, or by providing the appearance o f

strength at or near the high bid price by quoting an artificia l

bid price at or just below the high bid price for the stock o f

American Access ;

(b) having Capital purchase the shares of American

Access' stock which came on the open market and place thos e

shares either in its proprietary accounts or in the accounts o f

its customers . The shares which were purchased for the customer s

of Capital were often purchased without the consent o r

authorization of those customers, and those shares were ofte n

purchased out of the proprietary accounts of Capital ;

(c) having American Access issue false and misleadin g

press releases promoting the company and its primary product an d

by having defendants Capital, Rovner, Rubin, Feldman, Leavitt ,

and the Zelayas use those press releases to induce the plaintiff s

and Class Members to purchase shares of American Access or t o

dissuade them from selling their shares of the American Access '

stock ;

(d) having defendants Capital, Rovner, Rubin, Feldman ,

Leavitt, and the Zelayas suggest and convey to the plaintiffs and

16

J

Class Members that they had insider information about American

Access, so as to induce the plaintiffs and the Class Members t o

purchase shares of American Access or to dissuade them from

selling their shares of the stock ;

(e) having Capital, Rubin, Rovner, Feldman, Leavitt ,

and the Zelayas purchase shares of American Access for the

plaintiffs and Class Members who were customers of Capital ,

either from Capital's proprietary accounts or from the ope n

market, through the use of, among other devices, cross trades ,

improper margin transactions and matched sales ;

(f) having capital, Rubin, Rovner, Feldman, Leavitt an d

the Zelayas refuse to execute sell orders from the plaintiffs an d

Class Members so as to restrict the supply of the stock ; and

(g) having American Access file registration

statements , prospectuses and other public filings with the SE C

which contained material omissions and non-disclosures .

50 . As a result of these fraudulent devices, defendant

Capital and its customers were able to control a significant

portion of the public float ( i .e ., the total outstanding share s

less restricted shares held by officers, directors and 5%-

shareholders) of the stock of American Access and, the defendant s

were thereby able to limit the supply of the company's stoc k

17

which was available on the open market and to manipulate an d

artificially support and inflate the stock price .

51 . After the stock price of American Access wa s

artificially inflated, the defendants, upon information an d

belief, sold their personal holdings of the stock of America n

Access by either converting warrants which they held for th e

stock and selling the converted shares which they received or b y

selling the shares of the stock which they held in nomine e

accounts or street names .

52 . The sales by the defendants of their persona l

holdings of the stock were not made in the open market . Rather ,

upon information and belief, the shares of American Access whic h

were sold by the defendants, by various manipulative an d

deceptive devices, ended up in the accounts of the customers o f

Capital .

53 . Upon information and belief, the defendants used

the proceeds which they received from the sales of their persona l

holdings of the stock American Access to enrich themselves and t o

invest in various business entities and ventures including : (i )

New Millennium Communications Corp . ("New Millennium") in which ,

upon information and belief, defendants Capital and Bridg e

invested approximately 11 million dollars from the proceeds whic h

18

were obtained from the manipulation of the stock of American

Access ; (ii) Universal Beverage Holding, Inc . ("Universa l

Beverage") in which, upon information and belief, defendant s

Capital and Bridge Bank invested millions of dollars and to which

American Access loaned $500,000 ; (iii) Dental Care Management ,

Inc . ("DentlCare") ; (iv) Advanced Lighting Solutions, Inc .

("Advanced Lighting") ; (v) Cash Solutions, the initia l

capitalization for which, upon information and belief, came fro m

Bridge Bank in the form of a loan the proceeds of which wer e

derived from the manipulation of the stock of American Access ;

and (vi) Grove Gate Capital, a company which was formed an d

funded jointly by defendants Capital and American Access fro m

proceeds which were obtained from the manipulation of the stoc k

of American Access .

54 . On or about August, 19, 1999, the stock price o f

American Access fell precipitously and subsequently, on or abou t

August 27, 1999, Capital ceased to operate as a market maker i n

the stock of American Access and as a broker-dealer, because ,

upon information and belief, it could not meet the net capita l

requirements to be a broker-dealer and therefore it withdrew from

Nasdaq .

19

IV . THE FACTUAL BACKGROUND OF THE SCHEME

55 . The defendants' overall fraudulent scheme to

manipulate and artificially inflate the stock price of American

Access by controlling the supply of, and demand for, the stock

was coordinated and executed principally by defendants Bridg e

Bank, American Access and Capital .

56 . Upon information and belief, Bridge Bank was th e

financial arm behind the fraudulent scheme .

57 . Upon information and belief, even though American

Access never disclosed it in any of its public filings, Bridge

Bank was in effect a ten per cent beneficial owner of America n

Access and its de facto financial partner .

58 . Upon information and belief, Bridge Bank was als o

a conduit through which the insider defendants of America n

Access, and the other defendants , sold their undisclosed persona l

holdings in the securities of American Access during the period

of time when the stock price was artificially inflated .

59 . Accordingly, at the time of American Access '

initial capitalization , Bridge Bank was issued a considerabl e

number of shares of the stock of American Access in such a way a s

to have those shares remain free trading and to have their sale s

not be subjected to any SEC restrictions .

20

60 . The principal roles of American Access in th e

fraudulent scheme were to create an artificial demand for it s

stock by hyping it with the issuance of false and misleadin g

press releases , and to conceal the scheme by making publi c

filings with the SEC which contained material omissions and non-

disclosures .

61 . Capital' s role in the scheme was to use various

fraudulent devices to limit the supply of the stock of America n

Access which was available on the open market .

62 . Working in coordination, the defendants were abl e

to manipulate and control the supply of, and demand for, th e

shares of American Access stock and to thereby artificially

inflate the price of the stock for their common financia l

aggrandizement .

A. The Capitalization of American Access

And The Role of Bridge Bank

63 . At the time of its formation in October 1999 ,

American Access was authorized to issue 10,000,000 shares o f

common stock .

64 . In October and December, 1996, American Acces s

issued an aggregate of 1,400,000 shares of its common stock at a

par value of $0 .01 per share to its founding stockholders, whic h

21

consisted of its then officers and Bridge Bank .

65 . Subsequently , on February 11, 1997, the Board o f

Directors of American Access declared a stock dividend in the

amount of one share for each share of common stock then

outstanding , with each stockholder to pay the company the pa r

value of $0 .01 for each share . Accordingly, the previously

issued and outstanding 1,400,000 shares of common stock became

2,800,000 of which 800, 000 shares were owned by Bridge Bank and

the remainder by the insiders of American Access .

66 . In addition, on February 11, 1997, American Access

issued 700,000 warrants to purchase one share of common stock per

warrant at an exercised price of $8 . 00 per share , with the

warrants expiring on February 11, 2000 . Those warrants were

equally divided between the officers of American Access an d

defendant Capital, with Capital receiving 350,000 warrants .

67 . Upon information and belief, the issuance of the

350,000 warrants for shares of American Access' stock to Capita l

was the functional equivalent of issuing those warrants to Bridg e

Bank because Capital and Bridge Bank were related entities .

68 . Upon information and belief , the 350,000 warrant s

were not issued to Bridge Bank directly because American Acces s

wanted to avoid having to report Bridge Bank to the S .E .C . as a

22

ten percent beneficial owner of the company and to have the sale s

of the shares issued to Bridge Bank subjected to SE C

restrictions .

69 . The shares of American Access' stock which were

issued to Bridge Bank became free trading shares . This wa s

integral to the defendants' fraudulent scheme because th e

insiders of American Access had entered into a "lock-up"

agreement for the shares of the company's stock which were issue d

to them .

70 . Under the "lock-up" agreement, the insiders '

shares could not be sold publicly until October, 1999 . However ,

the agreement did not apply to the warrants which were issued to

American Access' insiders and Capital, or to the shares of stoc k

which were issued to Bridge Bank .

71 . Upon information and belief, some of the shares

which were issued to Bridge Bank were beneficially owned by th e

insider defendants of American Access .

72 . Also, on February 11, 1997, defendant John Cooney

was elected to the Board of Directors of American Access and th e

company issued 50 , 000 shares of stock to him. Upon information

and belief, defendant John Cooney was the personal representativ e

of Bridge Bank on the Board of Directors of American Access .

23

73 . On or about April 6, 1999, a week before the stock

of American Access was scheduled to be listed as a Small Ca p

stock on Nasdaq, the total amount of the Company's outstandin g

stock was 4,021,397 shares, with the public float consisting o f

approximately of 1,898,735 . It was this public float which the

defendants attempted to control through Capital and it s

customers, as part of their fraudulent scheme to manipulate an d

artificially inflate the stock price of American Access .

B . The Primary Product of American

Access And The False Press Release s

74 . As part of the defendants' fraudulent scheme, from

February 2, 1999 through August 23, 1999, defendant America n

Access issued various false and misleading press releases .

75 . The press releases which, upon information and

belief, were written by defendant Anthony Leavitt of Capital ,

announced sales supposedly made by American Access, of it s

primary product, to big name corporations such as Qwes t

Communications International , Inc . and, Bell Atlantic .

76 . The primary product of American Access is the Zone

Cabling Termination Cabinet ("ZCTC") which is used to manage an d

route telecommunication wires for use in voice, computer and data

transmissions .

24

77 . Upon information and belief, American Access doe s

not sell the ZCTCs directly to end users . Rather, the ZCTCs ar e

sold to distributors who purchase them at significant discount s

and rebates, and who have the right to return unsold ZCTCs afte r

a specific period of time which is often as long as six months .

78 . It is American Access' distributors who sell the

ZCTCs to end users or attempt to get contractors to specify th e

use of the ZCTCs in contracts for the installation o f

telecommunication wires .

79 . The press releases issued by American Access were

false and misleading in that they announced sales of the ZCTCs by

distributors to big name end users as if those sales were made by

American Access, and announced those sales as current when, upo n

information and belief, the ZCTCs which were the subject of the

sales had been sold by American Access to the distributors month s

in advance .

80 . American Access would also announce in its pres s

releases that the end users were its customers even though, upon

information and belief, it had no relationship with the end user s

and had nothing to with the sales of the ZCTCs to them .

81 . The press releases were designed to create a

demand for the stock of American Access by giving the false and

25

misleading impression to the investing public, and specificall y

to the plaintiffs and Class Members, that American Access wa s

generating substantially higher earnings than it actually was ,

from the sales of the ZCTCs, because it was making current sale s

of the ZCTCs to big-name end users, and that there was a

legitimate investment interest in the stock, which explained th e

appreciation of the stock's price .

82 . These false and misleading press releases were

disseminated over the Internet by means of the interstate

telephone lines and were incidental to an essential part of th e

defendants' fraudulent scheme and constituted wire fraud .

C . The Material Omissions and

Non-disclosures In The Public

Filings of American Access

83 . American Access , as part of the defendants '

fraudulent scheme, made public filings to the SEC which contained

material omissions and non-disclosures .

84 . Upon information and belief, the materia l

omissions and non-disclosures were designed to conceal, and did

conceal, the manipulation and artificial inflation of the stoc k

price of American Access by the defendants and did induce the

plaintiffs and Class Members to invest in the stock .

85 . Upon information and belief, without the materia l

26

omissions and non-disclosures in the public filings of American

Access, the defendants would not have been able to maintain th e

artificial inflation of the stock price because the disclosure o f

the fraudulent scheme would have depressed the stock 's price .

86 . The material omissions and non-disclosures were

contained not only in the registration statements an d

prospectuses filed by American Access with the SEC, but were also

contained in the 10-Q quarterly reports which American Acces s

filed with the SEC .

87 . In anticipation of the listing of the stock of

American Access on Nasdaq on April 13, 1999, American Acces s

filed two separate registration statements and prospectuses wit h

the SEC for the sale, respectively, of 588,235 and 720,000 share s

of its stock .

88 . The registration statement for the 588,235 share s

became effective on April 6, 1999 and the registration statemen t

for the 720,000 became effective on April 7, 1999 .

89 . The 588,235 shares which were registered

represented , upon information and belief, preferred convertibl e

shares which had been issued to insiders of Bridge Bank and t o

various entities and individuals who held those shares on behal f

of the insiders of American Access, who actually were the

27

beneficial owners of those shares .

90 . Of the 720, 000 shares which were registered ,

620,000 were for shares issuable on warrants exercisable at $8 .0 0

per share and 100,000 were for shares issuable on warrant s

exercisable at $25 .00 per share . Of the 620,000 warrants whic h

were exercisable at $8 .00, 290,000 were owned by Capital and the

remainder were owned by insider defendants of American Access .

The 100,000 shares issuable on warrants exercisable at $25 .00 per

share were all owned by Capital .

91 . The registration statements and the prospectuse s

filed by American Access for the 588,235 shares and the 720,00 0

shares were false and misleading in that, upon information an d

belief, they omitted and failed to disclose, among other things ,

that :

(a) Bridge Bank and Capital were related entities i n

that Bridge Bank was the family owned bank of the Zelayas, an d

that defendant Jose Ramon Rodriquez who, upon information an d

belief, is a principal in Bridge Bank, is the father-in-law o f

defendant John Zelayas of Capital ;

(b) Defendant Bridge Bank was the de facto financia l

partner of American Access and that Bridge Bank was in actualit y

a ten per cent beneficial owner of American Access in that th e

28

350,000 warrants for shares of American Access which were issue d

to Capital had effectively been issued to Bridge Bank ;

(c) Defendant John Cooney was the persona l

representative of Bridge Bank on the Board of Directors o f

American Access ;

(d) The stock of American Access was being manipulate d

and artificially inflated by the defendants and that they wer e

selling their personal holdings in the stock of American Acces s

and using the proceeds to invest in various business ventures an d

entities ;

(e) Capital and Bridge Bank had invested approximatel y

$11 million in New Millennium , and that the monies for thi s

investment were derived from the proceeds which had been obtaine d

from the manipulation of the stock of American Access ;

(f) Capital and Bridge Bank also had investe d

substantial amounts of monies in Communicare, DentlCare

Management and Advanced Lighting, and the monies for those

investments had been derived from the proceeds which had bee n

obtained from the manipulation of the stock of American Access ;

(g) The defendants' need to manipulate the stock price

of American Access was being driven by the ever increasing nee d

to generate monies to fund the various business entities in whic h

29

the defendants were involved ;

(h) American Access had made a $500,000 investmen t

loan to Universal Beverage ;

(I) Capital was the market maker for the stock o f

Universal Beverage ;

(j) Bridge Bank and/or Capital had invested ,

substantial amount of monies in Universal Beverage, and that th e

monies had been derived from the manipulation of the stock o f

American Access ;

(k) Defendant John Cooney, while a member of the Boar d

of Directors of American Access, was also a member of the Board

of Directors of Universal Beverage ;

(1) Capital had manipulated the stock of Universa l

Beverage and was doing the same to the stock of American Access

with the assistance of various insider defendants of America n

Access ;

(m) The 800,000 shares of American Access which wer e

issued to Bridge Bank were being used by Bridge Bank t o

capitalize loans and other financial investments in variou s

business ventures in which American Access had an interest ;

(n) Bridge Bank had provided a loan for the formatio n

defendant Cash Solutions, and that defendant Rodriquez, a

30

principal of Bridge Bank, was the principal of Cash Solution

defendant John Zelayas of Capital was a director of Cas h

Solutions ;

(o) Some of the proceeds which Capital and Bridge Bank

had obtained from the manipulation of the stock price of America n

Access, upon information and belief, was used to invest in Cas h

Solutions, after it suffered a loss of approximately $4 millio n

due to a burglary .

92 . In addition to the registration statements and

prospectuses which American Access filed with the SEC, on or

about May 12, 1999 and August 16, 1999, respectively, America n

Access filed quarterly reports with the SEC . In those public

filings, American Access omitted and failed to disclose, amon g

other things, that :

(a) Upon information and belief, American Acces s

and Capital, on May 24, 1999, had jointly formed Grove Gat e

Capital to perform investment banking services ;

(b) Upon information and belief, the funding for

the formation of Grove Gate Capital was provided by Capital ,

Bridge Bank and American Access ;

(c) Defendant Anthony Leavitt, an officer o f

Capital, defendant Bobby Story, who was still acting as the CFO

31

and Secretary/Treasurer of American Access despite a publi c

announcement in American Access' SEC quarterly filing of Augus t

16, 1999 that he had retired from the company effective May 12 ,

1999, and defendant John Cooney, a member of the Board o f

Directors of American Access, were all officers and/or director s

of Grove Gate Capital ;

(d) Capital had assigned to Anthony Leavitt 290,00 0

warrants which had been issued to it by American Access ;

(e) American Access had loaned Anthony Leavit t

approximately $1,260,000 .00 to purchase and exercise thos e

warrants ;

(f) Some of the shares which were issued to defendan t

Leavitt from the exercise of the 290,000 warrants were assigne d

by defendant Leavitt to Grove Gate Capital with the knowledge an d

approval of American Access ;

(g) Defendant Leavitt, with the knowledge of America n

Access, used approximately 200,000 shares of stock of America n

Access to help support and artificially inflate the company' s

stock price ;

(h) The false and misleading press releases that wer e

issued by American Access as part of the fraudulent scheme to

manipulate and artificially inflate the stock of the company ha d

32

been written by defendant Leavitt and the dates for th e

dissemination of those press releases were jointly determined by

Capital and American Access ; and

(I) American Access was aware as early as mid-May 199 9

that Capital would go out of business within months and ceas e

being a broker-dealer and a market-maker for the company's stoc k

because Capital would be unable to meet its net capita l

requirements due to the over concentration of American Access '

stock in its proprietary accounts .

93 . The false and misleading registration statements ,

prospectuses, and other public filings containing materia l

omissions and non-disclosures by American Access were incidenta l

to an essential part of the defendants' fraudulent scheme and ,

upon information and belief, they were transmitted to the SEC b y

means of the of the interstate mails and constituted mail fraud .

D . The Efforts To Limit Supply Of

And Stimulate Demand For The Stock

So As To Manipulate Its Price During

The Months of April Through August . 199 9

94 . During the months of April to August, 1999, the

full scheme of the defendants to manipulate and artificiall y

inflate the stock price of American Access was put into effect .

95 . In a coordinated effort, after the stock wa s

33

listed on Nasdaq, Capital began attempting to limit the supply o f

the stock which was available on the open market while at th e

same time American Access attempted to create an artificia l

demand for the stock by the issuance of false and misleadin g

press releases .

96 . By controlling the supply of and demand for the

stock, the defendants were able to drive up the price of th e

stock to between $19 to $22 per share during the second half o f

the month of May, 1999 and the first half of the month of June ,

1999 .

97 . To limit the supply of the stock of American

Access which was available on the open market during the month s

of April through August, 1999, Capital purchased a majority o f

the shares which were offered on the open market during tha t

period .

98 . To accomplish this, starting in April and

continuing into August, 1999, defendants Rovner, Rubin, Feldman ,

Leavitt and the Zelayas, with the knowledge and agreement of th e

other defendants, caused Capital to increase its bid price for

the stock of American Access , which resulted in significant

buying by Capital of the shares of American Access which became

available on the open market, despite the absence of an y

34

legitimate customer demand and the existence of an already larg e

inventory position of American Access stock in Capital' s

proprietary accounts .

99 . During the second half of the month of April 199 9

alone, after the stock of American Access was listed on Nasdaq ,

Capital maintained the exclusive or shared high bid for the stoc k

of American Access 52 .38% of the time .

100 . By maintaining a consistently high bid for th e

stock of American Access during the month of April, 1999, Capita l

was able to purchase, in just the second half of the month ,

approximately 420,291 shares of the stock of American Acces s

which became available on the open market .

101 . The shares of American Access which Capita l

purchased were placed initially into its proprietary accounts i n

order to take them off the market and limit the supply of th e

stock which was available .

102 . By concentrating a large supply of the stock o f

American Access in its proprietary accounts, Capital was i n

danger of going out of business . This is because to remain a

broker dealer, Capital was required by regulations promulgate d

by the S .E .C . to maintain a level of net capital above a n

applicable minimum . The net capital rules required Capital to

35

deduct from the firm's net capital specified percentages of th e

market value of securities held in its proprietary accounts .

However, the net capital rules required no such deduction fo r

the securities held in customer accounts .

103 . To avoid falling below its net capital minimum

from the over-concentration of the stock of American Access i n

its proprietary accounts, Capital had to be find a way t o

transfer a large number of shares of the stock from it s

proprietary accounts while at the same keeping those shares off

of the open market so that it continues to limit the supply o f

the stock . The way this could be done was to transfer the share s

from Capital's proprietary accounts of to its customers accounts .

104 . Accordingly, upon information and belief, durin g

the month of April 1999, defendants Rovner, Rubin, Feldman ,

Leavitt and the Zelayas, with the knowledge and agreement of th e

other defendants, began purchasing shares of American Access fro m

Capital's proprietary accounts for Capital's customer accounts .

Most of those purchases were made without the authorization o f

the customers .

105 . To obtain the monies to purchase shares o f

American Access from the proprietary accounts of Capital for it s

customer accounts, defendants Rovner, Rubin, Feldman, Leavitt ,

36

and Zelayas, with the knowledge and agreement of the othe r

defendants, liquidated the holdings of the customers, withou t

their authorization , in the securities of Advanced Lighting ,

Communicare, Dentlcare, New Millennium and Universal Beverage ,

which had previously been sold to the customers by Capital .

106 . In order to forestall the sales into the ope n

market by the customers of the shares of American Access whic h

were purchased without their authorization, which sales woul d

have increased the supply of the stock and depressed the stock' s

price, and to induce the purchases of additional shares of th e

stock on the open market by the customers so as to further limit

the supply of the stock, defendants Rovner, Rubin, Feldman ,

Leavitt, and the Zelayas made false and misleading

representations to the customers .

107 . More particularly, during the month of April ,

1999, defendants Rovner, Rubin, Feldman, Leavitt, and the Zelaya s

each represented, in person and by means of the interstate wires ,

that the price of American Access would continue to rise ; that

defendant Capital had insider information about American Acces s

indicating that the pride of the stock would rise to between $2 2

to $25 per share within the next three months ; that American

Access would soon be coming out with press releases announcin g

37

large orders for its ZCTCs, and that once those press release s

were announced the stock would "take off" and that America n

Access would soon be receiving orders for ZCTCs from schoo l

districts around the country which needed to comply with ne w

federal legislation requiring class rooms to be wired to th e

Internet .

108 . These representations were false and fraudulent i n

that defendants Rovner, Rubin, Feldman, Leavitt, and the Zelaya s

failed to disclose that the rise in the market price of America n

Access' stock was due to the defendants' manipulation of th e

stock price ; that the press releases which were issued by

American Access were false and misleading in that the announce d

orders for the ZCTCs were not placed with American Access ; that

no school districts had placed any orders for the ZCTCs wit h

American Access ; and that the shares of American Access whic h

were purchased for the customer accounts were really acquired i n

order to take those shares off the market so as to limit th e

supply of the stock as part of the defendants' fraudulent schem e

to manipulate and artificially inflate the stock price .

109 . The plaintiffs and the Class members believed eac h

of the aforementioned representations to be true and did relie d

upon them in deciding to either purchase shares of America n

38

Access' stock or to refrain from selling shares of the stock .

110 . Defendants Rovner, Rubin, Feldman, Leavitt, and

the Zelayas also refused to execute sell orders, during the mont h

of April, 1999, from customers so as to control the supply of the

stock by preventing shares of American Access' stock from bein g

sold in the open market .

111 . During the month of May, 1999, Capital continue d

to limit the supply of the stock of American Access b y

consistently maintaining a high bid price for the stock and b y

purchasing a majority of the shares of the stock which wer e

offered on the open market . Capital, during the month of May ,

1999, maintained the exclusive or shared high bid for the stoc k

of American Access 70% of the time .

112 . Upon information and belief, to enable Capital t o

purchase an even larger amount of the shares of the stock o f

American Access, defendants Rovner, Rubin, Feldman, the Zelaya s

and Leavitt opened margin accounts for Capital's customers in Ma y

1999 and began purchasing shares of the stock on margin for thes e

accounts .

113 . Upon information and belief, the listing of th e

stock of American Access on Nasdaq was an integral part of th e

defendants' fraudulent scheme to manipulate and artificiall y

39

Leavitt, and the Zelayas also used bogus "errors and trade

cancellations" to avoid the liquidation of shares of America n

Access' stock into the open market when customers failed o r

refused to send in the necessary funds in response to margi n

calls .

117 . By so heavily margining the stock of American

Access as part of their fraudulent scheme, the defendants place d

the solvency of defendant Capital at further risk . This i s

because if the equity in a customer ' s margin account became

deficient, the amount of the deficit had to be charged agains t

Capital's net capital requirements .

118 . Because Capital's margin accounts contained s o

many shares of American Access , the firm faced the possibility of

a so-called "crater" effect in response to a drop in the price o f

the stock . A decrease in the price of the stock of American

Access would create margin deficits, and if the customers did no t

put additional monies into their accounts, shares of America n

Access would have to be sold . If those shares were sold into the

open market, the price of the stock would quickly fall and that

would reduced the value of shares in the proprietary accounts o f

Capital and thus its net capital .

119 . Additionally, the equity in customer margin

41

accounts would have to be reduced, and to the extent suc h

reduction resulted in deficits, such deficits would have to b e

charged to Capital's net capital . Thus, for defendant Capital t o

stay in business, the defendants had to continue maintaining th e

stock price of American Access artificially high .

120 . In order to avoid Capital falling below its ne t

capital minimum requirements because of insufficient equity i n

its margin accounts, defendants Rovner, Rubin, Feldman, Leavitt ,

and the Zelayas made false and misleading representations t o

Capital's customers to induce them to send in money to satisf y

the deficits in their margin accounts and to induce them t o

purchase additional shares of American Access' stock on margin .

121 . More particularly, during the month of May, 1999 ,

defendants Rovner, Rubin, Feldman,Leavitt and the Zelayas eac h

represented, in person and by the interstate wires, that th e

stock price of American Access would continue to rise ; that

Capital had inside information about American Access ; that the

stock was likely to rise to between $22 to $25 per share in the

next three months ; that American Access would be coming out wit h

press releases announcing the sale of large orders to big-nam e

corporation ; that once those orders were announced the stoc k

price would rise significantly ; and that American Access would b e

42

receiving contracts for school districts all over the country fo r

the installment of the ZCTCs in classrooms to comply with federa l

legislation which required class rooms to be wired to the

Internet .

122 . These representations were false and fraudulent i n

that defendants Rovner, Rubin, Feldman, Leavitt and the Zelaya s

failed to disclose that the rise in the market price of America n

Access was due to the defendants' manipulation of the stoc k

price; that the press releases which were false and misleading

were being issued by American Access to hype and create deman d

for its stock so as to help pump up the stock's price ; and tha t

American Access did not have any orders from any big name en d

users for the ZCTCs or from any school districts, and that th e

insiders of American Access, Capital, and Bridge Bank wer e

coordinating sales of their shares of American Access' stock wit h

the issuance of the false and misleading press releases . The

plaintiffs and the Class members believed that these

representations were true and relied upon them in deciding t o

send in additional monies to satisfy their margin deficits and t o

purchase additional shares of American Access .

123 . As a result of the fraudulent activities of th e

defendants , by the close of business on May 28, 1999, the last

43

trading day of the month, defendant Capital, and its customers ,

39% of the public float of the stock, thus significantly limitin g

the supply of the stock available on the open market .

124 . During the months of June, July and August, 1999 ,

Capital continued to limit the supply the of the stock o f

American Access by maintaining consistently high bid prices fo r

the stock and purchasing a majority of the shares which wer e

offered on the open market and placing those shares in it s

proprietary accounts . Though such devices as cross-trades ,

unauthorized purchases, improper margin transactions, and matche d

sales, defendants Rovner, Rubin, Feldman, Leavitt and the Zelaya s

ultimately transferred a substantial majority of the stock o f

American Access from the proprietary accounts of Capital to it s

customer

125 . At the same time that Capital was limiting th e

supply of the stock of American Access by purchasing the majority

of shares which came on the open market and warehousing thos e

shares in its proprietary and customers accounts, American Acces s

was attempting to create artificially demand for the stock b y

issuing false and misleading press releases designed to hype the

stock and to convey the false impression that there was

legitimate investment interest in the stock which accounted for

44

the rise in its price .

126 . As part of the defendants' fraudulent scheme ,

American Access issued the following press releases :

April 21, 1999 Level 3 Communications

Adopts American Access

Technologies' Cost-

Saving Zone Cabling

Telecommunications

Technology

April 26, 1999 Qwest Communications

Adopts American Access

Technologies' Cost-

Savings Zone Cabling

Telecommunications

Technology

May 12, 1999 American Access

Technologies Report

First Quarter Net

Income Up 325 s

May 18, 1999 U.S . Dept . Of Energy

Commissions American

Access Technologies ToDevelop Specialized

Zone Cabling Enclosure

May 27, 1999 American Access

Technologies Opens

International Market :

Citibank Mexico adopts

cost-saving zone

cabling Telecommuni-

cations Technology

June 3, 1999 American Access

Technologies To Unvei l

45

New Zone Cabling

Enclosures In The

Herman Miller Showroom

At Neocom `99 Trade

Show In Chicago

June 17, 1999 American Access

Technologies Widens

Beachhead in School

Internet Market

July 8, 199 9

August 5, 199 9

August 18, 199 9

August 20, 1999

Global Software Giant

Bann Adopts American

Access Zone Cabling

Technology ; Florida

Company Wins Opening

Order By Meeting

Stringent Electrical

Code

American Access

Technologies In

Exclusive Strategic

Alliance With Modular

Furniture Giant Hermann

Miller ; See New $3 .5

Billion Herman Miller

Retrofit Market

American Access

Technologies Report

First Half Net Rose

357% on 29% Rise In

Revenue s

American Access

Technologies Acquires

Genco, Inc . For Stock

valued at $20 Per Share

127 . These press releases which, upon information and

belief, were written by defendant Anthony Leavitt of Capital ,

46

essentially made the same false and misleading representations .

The press releases, except for those of May 12, August 5, 18 an d

20, 1999, generally announced sales of the ZCTCS by distributors

to big name end users as if those sales were made by American

Access rather than by Access' independent distributors and the y

announced the sales as current when, upon information and belief ,

the ZCTCs which were the subject of the announced sales had bee n

sold to the distributors months in advance .

128 . The press releases also frequently listed various

big name end users as customers of American Access when those en d

users were not in fact customers of American Access . They also

contained quotations about the company by Richard A . Murray, as

"CEO" of the company when, upon information and belief, he wa s

never the CEO of the company . The press releases of May 12 and

August 5, 18 and 20, 1999, while they did not announce sales o f

the ZCTCs to big-name end users, were equally false an d

misleading .

129 . The press releases of May 12 and August 18, 199 9

announced record earnings by American Access . Those press

releases were false and misleading in that, upon information an d

belief, they falsely overstated the revenues which America n

Access had obtained from the sales of the ZCTCs .

47

130 . The August 5, 1999 press release announced that

the "strategic marketing" agreement which American Access ha d

signed with Herman Miller would provide it with the "opportunit y

to upgrade an estimated $3 .5 billion Herman Miller retrofi t

prospect client based" . This press release was false and

misleading because it failed to disclose that, under it s

marketing alliance agreement with Herman Miller, American Acces s

would not be making any sales directly to Herman Miller' s

customers and could only resell Herman Miller products in whic h

it had installed ZCTCs through a Competitive Local Exchang e

Carrier ("CLEC") at agreed upon prices . Additionally, the pres s

release failed to disclose that American Access had to pay Herma n

Miller an "alliance fee" on certain resales of Herman Mille r

products .

131 . Finally , the August 20, 1999 press releas e

announced the acquisition of Genco, Inc . in American Access stock

valued at $ 20 per share and stated that the $20 per share price

reflected the "confidence of the sellers in the strength of th e

combined business going forward ." This press release was false

and misleading in that it failed to disclose, upon informatio n

and belief, that the purchase of Genco at $20 per share in

American Access stock was agreed to in or about May, 1999 when

48

the stock price was at or about $20 per share due to th e

manipulation and artificial inflation of the stock's price by th e

defendants .

132 . The press releases which were issued by America n

Access on April 21 and 26, May 12, 18 and 29, June 3 and 17, July

8 and August 5, 18 and 20, 1999 were designed to fraudulently

induce the plaintiffs and Class Members to either purchase share s

of American Access or to dissuade them from selling shares o f

American Access by conveying the false impression that the stock

of American Access was in heavy demand and that the rise in the

price of the stock was due to the apparent revenues whic h

American Access was generating from the sales of the ZCTCs to the

big-name end users who supposedly were customers of American

Access .

133 . The plaintiffs and the Class Members believed the

press releases were true and relied upon them to their detriment

in deciding to purchase or refraining from selling shares o f

American Access' stock .

134 . The false press releases of American Access wer e

incidental to an essential part of the defendants' fraudulen t

scheme and they were disseminated over the Internet by means o f

the interstate wires and constituted wire fraud .

49

135 . During the months of April through August, 1999 ,

while Capital was limiting the supply of the stock and America n

Access was creating artificial demand for the stock with the

issuances of the false and misleading press releases, th e

defendants were able to manipulate and artificially inflate th e

stock's price, moving it up to $20 per share in April, an d

further up to $22 per share in May and maintaining it in th e

price range of $19 per share most of June until it came under

heaving downward pressure, upon information and belief, fro m

short selling in mid July, and finally collapsed to $7 .25 per

share on August 19, 1999 .

136 . Upon information and belief, $7 .25 per share

would have been the market price range of the stock of America n

Access if the defendants had not artificially inflated the stoc k

price .

E . The Insider Selling Of The

Shares of American Acces s

137 . During the time when the stock was in the pric e

range of $19 to $22 in the months of May and June, 1999, ther e

was heavy selling of the shares of American Access by variou s

insiders of the company . The selling by the insiders of American

Access often coincided with the issuances of the false and

50

misleading press releases .

138 . The following sales of American Access' stock were

made by insiders during the months of May and June, 1999 :

Name Date Numbe r

Shares

of Price Total

Victor E . May 4, 1999 7,225 @ 18 .47 $133,44 5

Murray

Richard A . May 4, 1999 7,225 @ 18 .47 $133,44 5

Muarray

Victor E . May 13, 1999 800 @ 20 .16 $16,12 8

Murray

Richard A . May 13, 1999 800 @ 20 .16 $16,12 8

Murray

Victor E . May 17, 1999 1,200 @ 21 .00 $25,20 0

Murray

Richard A . May 17, 1999 1,200 @ 21 .00 $25,20 0

Murray

Victor E . May 18, 1999 1,600 @ 21 .99 $35,18 4

Murray

Victor A . May 18, 1999 1,600 @ 21 .99 $35,18 4

Murray

Richard A . May 19, 1999 700 @ 21 .99 $15,373

Murray

Victor E . May 20, 1999 250 @ 21 .75 $5,43 7

Murray

Richard A . May 20, 1999 250 @ 21 .75 $5,43 7

Murray

Victor E . May 21, 1999 500 @ 21 .65 $10,82 5

51

Murray

Richard A . May 21, 1999 500 @ 21 .65 $10,82 5

Murray

Victor E . May 25, 1999 750 @ 21 .67 $16,25 2

Murray

Richard A . May 25, 1999 750 @ 21 .67 $16,25 2

Murray

Victor E . May 26, 1999 1,000 @ 20 .44 $20,44 0

Murray

Richard A . May 26, 1999 1,000 @ 20 .44 $20,44 0

Murray

John Cooney May 26, 1999 2,000 @ 21 .00 $42,00 0

John Cooney May 27, 1999 3,000 @ 21 .00 $63,00 0

John Cooney June 16, 1999 1,000 @ 19 .13 $19,13 0

John Cooney June 17, 1999 500 @ 19 .13 $9,56 5

139 . In addition, upon information and belief, durin g

the months of May and June, 1999, whi le American Access' stock

price was selling in the price range of $19 to $22 per share ,

there was also substantial selling by Bridge Bank and Capital of

their shares of American Access .

140 . Upon information and belief, Bridge Bank was able

to disguise its selling of the shares of American Access because

it had converted its holdings of the shares of American Access '

stock into street names during 1998 . Capital, and some the

52

insider defendants of American Access had also converted a

considerable number of the shares of American Access' stock whic h

they held into street names during the same period of time a s

Bridge Bank .

141 . Upon information and belief, to preven t

depressing the stock price of American Access and to maintai n

their control of the supply of the stock, the insider defendant s

of American Access, Bridge Bank and Capital did not sell thei r

holdings of the stock into the open market during the months o f

May and June, 1999 . Instead, upon information and belief, th e

shares which were sold by these defendants, by various

manipulative and deceptive devices, ended upon in the accounts o f

the customers of Capital .

F . The Transfer Of Warrants To

Anthony Leavitt To Help Support

American Access' Stock Price

142 . Upon information and belief, by mid-May, 1999 ,

American Access had become aware that due to the ove r

concentration of the company's stock in Capital's proprietar y

accounts, Capital was in serious financial trouble and woul d

likely go out of business within months .

143 . Accordingly, upon information and belief, on o r

about May 24, 1999, defendants American Access and Capita l

53

jointly formed and funded defendant Grove Gate Capital to perfor m

investment banking services .

144 . On May 12 and August 16, 1999, American Acces s

filed quarterly reports with the SEC but it failed to disclose i n

those filings that it had intended to or actually had forme d

Grove Gate Capital with Capital or that Anthony Leavitt, Bobb y

Story and John Cooney were officers/directors of Grove Gate

Capital .

145 . As the stock of American Access came unde r

downward pressure in June, 1999, American Access and Capital, a s

part of the defendants' fraudulent scheme, attempted to suppor t

the stock by having American Access loan Anthony Leavit t

approximately $1,260,000 to exercise 290,000 warrants which wer e

ostensibly owned by Capital .

146 . Upon information and belief, Anthony Leavitt wa s

to use the shares of the stock obtained from the exercise of th e

warrants to artificially maintain the stock's price in the $19 to

$22 per share price range and to capitalize Grove Gate Capital .

147 . To effect the transfer of the warrants to

defendant Leavitt, on June 2, 1999, John Zelayas, on behalf o f

defendant Capital, wrote to American Access concerning 200,000 o f

the 290,000 warrants . In that letter, defendant John Zelaya s

54

informed American Access that "Bridge Bank Limited has authorize d

the transfer of the above referenced shares to Anthony

Leavitt["] .

148 . Accordingly, by letter dated June 7, 1999 signe d

jointly by defendants Bobby Story and Richard A . Murray, American

Access authorized "the transfer of 200,000 $8 warrant s

represented by 84,000, 20,000, and 56,000 shares which wer e

registered under the registration statement dated April 7, 199 9

in the name of Capital International Securities Group, Inc . . . .

to Anthony Leavitt ." The remaining 40,000 shares were also

transferred to Anthony Leavitt who "further assigned . . . [them]

to Grove Gate Capital Partners , L .L .C ." .

149 . As to the remaining 90,000 $8 warrants owned b y

Capital, John Zelayas, on behalf of Capital, in a memo to Bobb y

Story, dated June 7, 1999, instructed American Access to transfe r

70,000 of the warrants to Anthony Leavitt" . . .and to transfer the

final 20,000 shares to "Capital International Holdings in two

certificates, one for 17,000 and the other for 3,000 warrants" .

150 . In response, by letter dated June 17, 1999, signe d

by defendants Bobby Story and Richard Murray, American Acces s

authorized that 70,000 shares of the company's stock should b e

issued as follows : 20, 000 shares to Bridge Bank and 50,000 share s

55

to Grove Gate .

151 . Subsequently, by letter dated July 1, 1999, signe d

by Bobby Story, American Access authorized the cancellation o f

the 20,000 which had been issued to Bridge Bank and directed tha t

those shares should be issued to Anthony Leavitt .

152 . On August 16, 1999, American Access filed a

quarterly report with the SEC but in that report it failed t o

disclose that it had loaned Anthony Leavitt approximatel y

$1,260,000 to exercise the 290,000 warrants which had been issue d

to defendant Capital ; that it had authorized the transfer o f

those warrants to Anthony Leavitt and Grove Gate Partners ; that

Anthony Leavitt had use the shares which had been issued to hi m

from the exercise of the warrants to help manipulate an d

artificially support and inflate the stock price or that th e

shares which were issued to Grove Gate Capital were intended t o

capitalize that company, which was owned jointly by America n

Access and Capital .

153 . These material omissions and non-disclosures by

American Access in its public filings were designed to suppor t

and conceal the defendants' fraudulent scheme .

154 . Despite the efforts of the defendants to suppor t

the stock price of American Access, on August 19, 1999, the stoc k

56

price plummeted, going from $16 .25 per share to $7 .25 per share ,

due to, upon information and belief, short selling of the stock ,

liquidation of shares of the stock into the open market becaus e

of unsatisfied margin calls and the inability of Capital t o

purchase any additional shares on the open market because it ha d

ran out of money . This had a "crater effect" upon Capital, an d

forced it out of business in or about August 27, 1999 because i t

could not meet its net capital requirements .

155 . On August 23, 1999, in a press release, America n

Access commented on the volatility of its stock in another pres s

release . According to the press release, "the company wa s

informed that a large block of stock has been liquidated as a

result of margin calls, causing an imbalance in trading." The

press release went on to state the following :

We believe it is important for our shareholders to

know that insiders have not been selling the stock

during this period . The company has been advised

that several large blocks of American Acces s

stock held in margin accounts were liquidated

due to margin calls . The large number of

shares involved, when thrown into our normal

trading activity, has at least partially caused

this imbalance in trading .

156 . The press release of August 23, 1999 was false and

misleading in that it failed to disclose that American Access ha d

been part of a fraudulent scheme to manipulate the company' s

57

stock price ; that various insiders of American Access had

converted warrants for shares of the company's stock and had sol d

those converted shares during the time when the stock was at it s

high point due to the manipulation and artificial inflation o f

the stock price by the defendant ; and that, upon information an d

belief, Bridge Bank had been issued shares of the company's stock

which were beneficially owned by insider defendants, which share s

had been converted into street names and sold by Bridge Bank fo r

the for the benefit of the insider defendants .

AS AND FOR A FIRST CLAIM FOR RELIEF

(Violation of Section 10(b) of the

Securities and Exchange Act of 1934, and Rule 10-b(5 )

Against All Defendants )

157 . The plaintiffs, on behalf of themselves and al l

other Class Members, repeat and reallege the allegation s

previously made as if fully set forth herein .

158 . American Access' common stock is a security

within the meaning of the Exchange Act, 15 U .S .C . §78(c) .

159 . The defendants, severally and in concert ,

directly and indirectly, participated and conspired with on e

another to engage in a course of conduct to manipulate the marke t

for the stock of American Access in violation of Section 10(b) o f

the Exchange Act, 15 U .S .C . §78(j), and in contravention of Rul e

58

10b-5 promulgated thereunder .

160 . The defendants , continuing throughout the Clas s

Period, by use of the mails and other means and instruments of

interstate commerce :

(a) employed manipulative and deceptive devices ,

contrivances, schemes, and artifices, to defraud the plaintiff s

and Class Members in connection with the sale and purchase of th e

stock of American Access ;

(b) made untrue statements of facts and omitted to

state material facts necessary in order to make the statements ,

in light of the circumstances under which they were made, not

misleading, in that the defendants failed to disclose that the y

were manipulating the market for the stock of American Access an d

controlling the supply and price of the stock by means of, among

other devices, artificially high bid prices, unauthorize d

purchases, improper margin transactions, cross trades, and fals e

and misleading press releases or that they were using the

proceeds obtained from that manipulation to enrich themselves an d

to invest in various business ventures and entities ; and

(c) engaged in acts and manipulative practices whic h

operated as a fraud or deceit upon the plaintiffs and Clas s

Members, all in violation of Section 10(b) of the Exchange Ac t

59

and Rule 10-b promulgated thereunder .

161 . The defendants knew or had reason to know that

the devices, contrivances, schemes and artifices were fraudulen t

at the time they employed them, or employed them in reckles s

disregard thereof, and employed them for the purpose, and wit h

the intent to deceive and defraud the plaintiffs and Clas s

Members, or in reckless disregard of the interests of th e

plaintiffs and Class Members .

162 . The purchases of the shares of American Access by

the plaintiffs and Class Members during the Class period wer e

made in reliance upon the manipulative and deceptive devices ,

contrivances, schemes and artifices employed by the defendants ,

and in reliance on the integrity of the market for the securitie s

of American Access .

163 . As a direct and proximate result of the foregoing ,

the plaintiffs and Class Members have suffered damages in a n

amount to be proven at trial but which is believed to be i n

excess of $30,000,000 .00 .

AS FOR A SECOND CLAIM FOR RELIEF

[Violation of Section 10(b) of the Securities Exchange

Act of 1934, and Rule 10-b(5)Against Defendants Capital,

Rovner, Rubin, Leavitt, Feldman, and the Zelayas ]

164 . The plaintiffs, on behalf of themselves and al l

60

other members of the proposed Class, repeat and reallege th e

allegations previously made as if fully set forth herein .

165 . At all relevant times hereinafter mentioned ,

defendants Capital, Rovner, Rubin, Leavitt, Feldman, and th e

Zelayas had a duty not to use or employ in connection with the

purchase and sale of any securities registered on a nationa l

securities exchange, or any securities not so registered, any

manipulative or deceptive devices or contrivances i n

contravention of the rules and regulations promulgated by th e

Securities & Exchange Commission as necessary and appropriate in

the public interest or for the protection of investors .

166 . By means and instrumentalities of the interstat e

commerce mail and wires, and the facilities of a nationa l

securities exchange, defendants Capital, Rovner, Rubin, Leavitt ,

Feldman, and the Zelayas, from August, 1997 through August, 1999 ,

engaged in a practice and course of conduct which operated as a

fraud upon the plaintiffs and the Class Members , by making untrue

statements of material fact in connection with the sale of the

securities of American Access, in that these defendant s

represented to the plaintiffs and Class members, among othe r

things, that the stock price of American Access was a good

investment and that the stock price would continue to rise ; that

61

American Access would be coming out with press releases

concerning the sale of large orders to big-name companies an d

that American Access would be receiving contracts from schoo l

districts all over the country for the installment of ZCTCs i n

classrooms due to new federal legislation which require d

classrooms to be connected to the Internet .

167 . These representations were false and fraudulent i n

that defendants Capital, Rovner , Rubin, Feldman, and the Zelaya s

failed to disclose that the rise in the market price of American

Access was due to the defendants' manipulation of the stoc k

price ; that the press releases which were false and misleadin g

and were issued by American Access to hype the stock and creat e

artificial demand for the stock, and that American Access did no t

have any orders from any big-name end users for the ZCTCs or fro m

any school district .

168 . The plaintiffs and the class members believed the

representations were true and relied upon them in purchasing an d

selling the securities of American Access .

169 . Defendants Capital, Rovner, Rubin, Feldman ,

Leavitt, and the Zelayas knew and had reason to know that the

representations were false and fraudulent at the time they mad e

them, or made them in reckless disregard thereof, or for th e

62

purpose and with the intent to deceive and defraud the plaintiff s

and Class Members, or in reckless disregard of the interests o f

the plaintiffs and Class Members .

170 . For their participation in the fraudulent scheme ,

defendants Rovner, Rubin, Feldman, and the Zelayas, upo n

information and belief, received various kickbacks and othe r

remunerations from defendants American Access, Bridge Bank, an d

Capital .

171 . As a direct and proximate result, the plaintiff s

and Class Members have been damaged in an amount to be determine d

at trial but which is believed to be in excess of $30,000,000 .00 .

AS AND FOR A THIRD CLAIM FOR RELIEF

[Against Defendants CIHI, CIHLP, SBI Ventures,

CISBIC LP, Bridge Bank, Jose Ramon Rodriquez ,

Gerardo Raimundo Hammerer , and Manuel Iglesias

For Controlling Person Liability Under

Section 20(a) Of The Securities and Exchange Act ,

15 U .S .C . §78 t(a) ]

172 . The plaintiffs, on behalf of themselves and al l

other members of the proposed Class, repeat and reallege th e

allegations previously made as if fully set forth herein .

173 . Defendants Capital, Rovner, Rubin, Feldman ,

Leavitt, and the Zelayas committed securities fraud in violatio n

of Section 10-b of the Securities and Exchange Act of 1934, and

Rule 10-b(5) promulgated thereunder, by using or employin g

63

deceptive devices, contrivances, schemes and artifices in th e

purchase and sale of securities registered on a nationa l

securities exchange .

174 . Defendant CIHI, CIHLP, SBI Ventures, CISBIC LP ,

Bridge Bank, Jose Ramon Rodriguez, Gerardo Raimundo Hammerer, an d

Manuel Iglesias were controlling persons of defendants Capital ,

Rovner, Rubin, Leavitt, Feldman , and the Zelayas, within the

meaning of Section 20(a) of the Securities and Exchange Act [1 5

U .S .C . §78 t], at the time that defendants Capital, Rovner ,

Rubin, Leavitt, Feldman, and the Zelayas committed th e

aforementioned securities law violation in that either CIHI ,

CIHLP, SBI Ventures, CISBIC LP, Bridge Bank, Jose Ramo n

Rodriguez, Gerardo Raimundo Hammerer, and Manuel Iglesia s

employed defendants Capital, Rovner, Rubin, Leavitt, Feldman, an d

the Zelayas or otherwise provided financing for their employmen t

and securities business operations .

175 . As such, defendants CIHI, CIHLP, SBI Ventures ,

CISBIC LP, Bridge Bank, Jose Ramon Rodriguez, Gerardo Raimundo

Hammerer , and Manuel Iglesias possessed the power to direct or

cause the direction of the management, conduct, policies an d

activities of defendants Capital, Rovner, Rubin, Leavitt ,

Feldman, and the Zelayas .

64

176 . Defendants CIHI, CIHLP, SBI Ventures, CISBIC LP ,

Bridge Bank, Jose Ramon Rodriguez, Gerardo Raimundo Hammerer, an d

Manuel Iglesias , by being controlling persons of defendant s

Capital, Rovner, Rubin, Leavitt, Feldman, and the Zelayas, ar e

jointly and severally liable for the damages which the plaintiff s

and Class Members suffered due to Capital's, Rovner's, Rubin's ,

Feldman's , Leavitt's, and the Zelayas ' violations of the

securities statutes, rules and regulations aforementioned .

177 . As a result, defendants CIHI, CIHLP, SBI Ventures ,

CISBIC LP, Bridge Bank , Jose Ramon Rodriguez, Gerardo Raimundo

Hammerer, and Manuel Iglesias are liable to the plaintiffs an d

Class Members for damages in an amount to be determined at tria l

but which is believed to be in excess of $30,000,000 .00 .

AS AND FOR A FOURTH CLAIM FOR RELIEF

(Fraudulent Sale of Securities Under Section

17(a) Of The Securities Act of 1933)

(Against Defendants American Access , Capital,

Rovner, Rubin, Feldman, Leavitt, and the Zelayas )

178 . The plaintiffs, on behalf of themselves and al l

other members of the proposed Class, repeat and reallege th e

allegations previously made as if fully set forth herein .

179 . The common stock of American Access constitutes a

security within the meaning of Section 2(1) of the Exchange Ac t

of 1933, 15 U .S .C . §77(b)(1) .

65

180 . Defendants American Access, Capital, Rovner ,

Rubin, Leavitt, Feldman, and the Zelayas offered and sold share s

of stock of American Access to the plaintiffs and Class Members ,

and in connection thereto, these defendants made use of th e

United States mails, interstate wires, and other means an d

facilities of interstate commerce .

181 . Defendants American Access, Capital, Rovner ,

Rubin, Feldman, Leavitt, and the Zelayas, in proposing the sal e

of the shares of stock of American Access and consummating thos e

sales, directly and indirectly : (1) employed a device, scheme ,

and artifice to defraud the plaintiffs and Class Members ; (2 )

obtained money and property by means of untrue statements o f

material facts and by omitting to state material facts necessar y

in order to make the statements made, in the light of the

circumstances under which they were made, not misleading ; and (3 )

engaged in a transaction, practice, and course of business tha t

operated as a fraud and deceit upon the plaintiffs and Clas s

Members, the purchasers of securities , all in violation of

Section 17(a) of the Exchange Act of 1933, 15 U .S .C . §77(a) .

182 . As a direct and proximate result, the plaintiff s

and Class Members have been damaged in an amount to be determine d

at trial, but which is believed to be in excess o f

66

$30,000,000 .00 .

AS FOR A FIFTH CLAIM FOR RELIEF

[Violation of Section 9 (a) (2) Of The

Securities Exchange Act of 1934 Against

Defendants Capital, Rovner, Rubin, Leavitt,

Feldman, the Zelayas and American Access ]

183 . The plaintiffs, on behalf of themselves and al l

other members of the proposed Class, repeat and reallege th e

allegations previously made as if fully set forth herein .

184 . Defendants Capital, Rovner, Rubin, Feldman ,

Leavitt, the Zelayas and American Access, singly and in concert ,

directly and indirectly, by the use of the mails or a means or

instrumentality of interstate commerce, or of a facility of a

national securities exchange, or for a member of a nationa l

securities exchange, have effected and are about to effect, alon e

or with one or more other persons, a series of transactions i n

American Access' stock on Nasdaq creating actual or apparent

active trading in the stock, or raising or depressing the pric e

of the stock, for the purpose of inducing the purchase or sale o f

the stock by the plaintiffs and Class Members .

185 . In furtherance of the scheme, as stated above ,

defendants Capital, Rovner, Rubin, Feldman, Leavitt, the Zelaya s

and American Access, (1) effected a series of transactions i n

67

American Access' stock which created an illusion of wide sprea d

and bona fide buying interest in the stock on the part of th e

investing public and otherwise ; (2) effected a series of

transactions in American Access' stock with the result o f

withholding and substantially reducing the supply of the stoc k

available in the public market ; and (3) dominated and controlle d

the market for the shares of American Access' stock .

186 . Defendants Capital, Rovner, Rubin, Leavitt ,

Feldman, the Zelayas and American Access knew and had reason t o

know that the conduct complained of herein manipulated the marke t

for the stock of American Access, or they acted in reckles s

disregard thereof, or for the purpose and with the intent t o

deceive, and defraud the plaintiffs and Class Members, or i n

reckless disregard of the interests of the plaintiffs and Clas s

Members .

187 . As a direct and proximate result, the plaintiff s

and Class Members have been damaged in an amount to be determined

at trial but is believed to be in excess of $30,000,000 .00 .

68

AS FOR A SIXTH CLAIM FOR RELIEF

[Violation of Section 9(a) (4) Of The

Securities Exchange Act of 1934

Against American Access, the Murrays,

Bobby Story, John W. Cooney ,

John Presley and Erik Wiisanen ]

188 . The plaintiffs, on behalf of themselves and al l

other members of the proposed Class, repeat and reallege th e

allegations previously made as if fully set forth herein .

189 . At all relevant time, defendants American Access ,

the Murrays , Bobby Story, John W . Cooney, John Presley and Erik

Wiisanen had a duty not to use , directly or indirectly, the mails

or any means or instrumentality of interstate commerce, or an y

facility of any national securities exchange to make regradin g

any security registered on a national securities exchange, fo r

the purpose to inducing the purchase or sale of such securities ,

any statement which at the time and in the light of th e

circumstances under which it was made, false or misleading wit h

respect to any material fact , and which they knew or had

reasonable ground to believed was so false or misleading .

190 . The common stock of American Access constitutes a

security which the meaning of section 2(1) of the Exchange Act o f

1933, [17 U .S .C . § 77(b)( 1)] and is registered on Nasdaq, a

national securities exchange .

69

191 . Defendants American Access, the Murrays, Bobby

Story, John W . Cooney, John Presley and Erik Wiisanen during al l

relevant time were selling or offering for sale or purchasing o r

offering to purchase the securities of American Access .

192 . Defendants the Murrays, Bobby Story, John W .

Cooney, John Presley and Erik Wiisanen , through American Access ,

made statements in the press releases, prospectuses ,

registrations and other public filings, which were false an d

misleading, with respect to material facts, as described above ,

for the purpose of inducing the purchase or sale of the stock o f

American Access by the plaintiffs and Class Members .

193 . Defendants, the Murrays, Bobby Story, John W .

Cooney, John Presley and Erik Wiisanen , singly and/or in concert

made, prepared, approved, signed or authorized the false o r

misleading statements, on behalf of American Access, which wer e

contained in the press releases, prospectuses, registrations an d

other public filings complained of herein .

194 . Defendants American Access, the Murrays, Bobby

Story, John W . Cooney, John Presley and Erik Wiisanen knew and

had reason to know that the press releases , prospectuses ,

registrations and other public filings were false and misleadin g

at the time they were disseminated , or they were disseminated in

70

reckless disregard thereof, or for the purpose and intent t o

deceive and defraud the plaintiff and Class Members, or i n

reckless disregard of the interests of the plaintiff and Clas s

Members .

195 . As a direct and proximate result, the plaintiff s

and Class Members have been damaged in an amount to be determine d

at trial but which is believed to be in excess of $30,000,000 .00 .

AS AND FOR A SEVENTH CLAIM FOR RELIEF

(Civil RICO, 18 U .S .C .§ 1962(a )

Against All Defendants )

196 . The plaintiffs, on behalf of themselves and al l

other Class Members, repeat and reallege the allegations

previously made as if fully set forth herein .

197 . At all relevant times, defendant American Acces s

was a "person " within the meaning of 18 U .S .C . §§1961(3) and

1964 (c) .

198 . At all relevant times, defendant Capital was a

"person " within the meaning of 18 U .S .C . §§ 1961(3) and 1964(c) .

199 . At all relevant times, defendant Bridge Bank was a

"person" within the meaning of 18 U .S .C . §§ 1961(3) and 1964(c) .

200 . At all relevant times, defendants American Access ,

Capital and Bridge Bank were an associated-in-fact enterprise a s

defined by 18 U .S .C . § 1961(4), that was and is engaged in, an d

71

the activities of which affect, interstate commerce .

201 . The enterprise shared the common purpose o f

manipulating the market for the securities of American Access s o

that the defendants could enrich themselves and invest th e

proceeds of that manipulation in various business ventures an d

entities .

202 . The enterprise also has and had an existence an d

economic goal separate from the pattern of racketeering activity ,

in that among other activities, Capital was engaged in th e

legitimate business and legal activity of being a securitie s

brokerage house, American Access was and is engaged in the

legitimate business and legal activity of selling

telecommunications equipment, and Bridge Bank, upon informatio n

and belief, is an off-shore banking company .

203 . The defendants, CIHI, CIHLP, SB Ventures, CISBI C

LP, Capital, Rovner, Rubin, Leavitt, Feldman and the Zelayas ,

American Access, the Murrays, Story, Cooney, Phillips, Presley ,

Wiisanen, Bridge Bank, Grove Gate Capital, Cash Solutions, Jos e

Ramon Rodriquez, Gerardo Raimundo Hammerer, and Magill Iglesias ,

each knowingly and wilfully invested income, or the proceeds o f

income, derived from a "pattern of racketeering activity" in the

enterprise to conduct and maintain its affairs within the meanin g

72

of 18 U .S .C . §1961(1) (B) and 1961(5) and 1962(a) .

204 . The " pattern of racketeering activity " consisted

of acts of mail and wire fraud in violation, respectively, o f

18 U .S .C . §§1341 and 1343, as set forth above . The "patterns of

racketeering activity" were interrelated by virtue of thei r

common participants , common victims (namely the plaintiffs an d

the Class members), common method of commission, their commo n

purpose and result of defrauding the plaintiffs and Clas s

Members out of millions of dollars, and the pattern o f

racketeering activity possesses sufficient threat of continuit y

by virtue of the new business ventures which have or are bein g

formed by the defendants .

205 . By reason of the violation of 18 U .S .C . §1962(a )

committed by the defendants, the plaintiffs and Class Members

were injured in an amount to be determined at trial, but which i s

believed to be in excess of $30,000,000 .00 .

206 . Pursuant to 18 U .S .C . §1964(c), the plaintiffs an d

Class Members are entitled to treble their general damages and

special compensatory damages, and to an award of interest, cost s

and attorneys fees, by reason of the defendants' violation of 1 8

U .S .C . §1962(a) .

73

AS FOR THE EIGHTH CAUSE OF ACTION

(Civil RICO, 18 U .S .C . §1962 ©

Against All Defendants )

207 . The plaintiffs, on behalf of themselves and al l

other Class Members, repeat and reallege the allegation s

previously made as if fully set forth herein .

208 . At all relevant times, defendant American Acces s

was a "person " within the meaning of 18 U .S .C . §§1961(3) and

1964 (c) .

209 . At all relevant times, defendant Capital was a

"person" within the meaning of 18 U .S .C . §§1961(3) and 1964(c) .

210 . At all relevant times, defendant Bridge Bank was a

"person" within the meaning of 18 U .S .C . §§1961(3) and 1964(c) .

211 . At all relevant times, defendants American Access ,

Capital and Bridge Bank were an associated-in-fact enterprise a s

defined by 18 U .S .C . §1961(4), that was and is engaged in, and

the activities of which affect, interstate commerce .

212 . The enterprise shared the common purpose o f

manipulating the market for the securities of American Access s o

that the defendants could enrich themselves and invest proceed s

of that manipulation in various business ventures and entities .

213 . The enterprise also has, and had, an existence an d

economic goal separate from the pattern of racketeering activity ,

74

in that, among other activities, Capital was engaged in th e

legitimate business and legal activity of being a securitie s

brokerage house, American Access was and is engaged in the

legitimate business and legal activity of selling

telecommunications equipment, and Bridge Bank, upon informatio n

and belief, is an off-shore banking company .

214 . The defendants CIHi, CIHLP, SB Ventures, CISBI C

LP, Capital, Rovner, Rubin, Feldman, Leavitt, the Zelayas, and

American Access, the Murrays, Story, Cooney, Phillips, Presley ,

Wiisanen, Bridge Bank, Grove Gate Capital, Cash Solutions, Jos e

Ramon Rodriquez, Gerardo Raimundo Hammerer, and Manuel Iglesia s

each knowingly and willingly associated with the associated-in-

fact enterprise and did conduct, or participate directly o r

indirectly in the conduct of the enterprise's affairs, through a

"pattern of racketeering activity" within the meaning of 1 8

U .S .C . §§1961(l)(B), 1961(5), and 1962(c) .

215 . The "pattern of racketeering activity" consisted

of acts of mail and wire fraud in violation, respectively, o f

U .S .C . §§ 1341 and 1343, as set forth above . The "pattern o f

racketeering activity" of mail and wire fraud was interrelated by

virtue of their common participants, common victims (namely th e

plaintiffs and Class Members), common method of commission, an d

75

their common purpose and result of defrauding the plaintiffs an d

Class Members out of millions of dollars, and the "pattern o f

racketeering activity possesses sufficient threats of continuit y

by virtue of the new business ventures which have or are bein g

formed by the defendants .

216 . By reason of the violation of 18 U .S .C . §1962 0

committed by the defendants, the plaintiffs and Class Members

were injured in an amount to be determined at trial, but which i s

believed to be in excess of $30,000,000 .00 .

217 . Pursuant to 18 U .S .C . §1964(c), the plaintiffs an d

Class Members are entitled to treble their general damages an d

special compensatory damages, plus interests, costs and attorney s

fees, by reason of the defendants violation of 18 U .S .C .

§1962 (c) .

AS AND FOR A NINTH CLAIM FOR RELIEF

(Civil RICO, 18 U .S .C .§ 1962(d)

Against All Defendants )

218 . The plaintiffs, on behalf of themselves and al l

other Class Members, repeat and reallege the allegation s

previously made as if fully set forth herein .

219 . At all relevant times , defendant American Acces s

was a "person " within the meaning of 18 U . S .C . §§1961(3) and

1964 (c) .

76

220 . At all relevant times, defendant Capital was a

"person " within the meaning of 18 U .S .C . §§1961(3) and 1964(c) .

221 . At all relevant times, defendant Bridge Bank was a

"person" within the meaning of 18 U .S .C . §§1961(3) and 1964(c) .

222 . At all relevant times, defendants American Access ,

Capital, and Bridge Bank were an associated-in-fact enterprise a s

defined by 18 U .S .C . §1961(4), that was and is engaged in, and

the activities of which affect , interstate commerce .

223 . The enterprise shared the common purpose o f

manipulating the market for the securities of American Access t o

enrich themselves and invest proceeds of that manipulation i n

various business ventures and entities .

224 . The defendants CIHI, CIHLP, SB Ventures, CISBI C

LP, Capital, Rovner, Rubin, Feldman, Leavitt, the Zelayas, an d

American Access, the Murrays , Story, Cooney, Phillips, Presley ,

Wiisanen, Bridge Bank, Grove Gate Capital, Cash Solutions, Jos e

Ramon Rodriguez, Gerardo Raimundo Hammerer, and Manuel Iglesia s

each knowingly and willfully invested income or the proceeds o f

income derived from a "pattern of racketeering activity" in the

enterprise to conduct and maintain its affairs within the meanin g

of 18 U .S .C . §1961(1) (B) and 1961(5) and 1962(a), and each

knowingly and willfully associated with the enterprise, and did

77

conduct or participate, directly or indirectly, in the conduct o f

the enterprise's affairs, through a "pattern of racketeerin g

activity" within the meaning of 18 U .S .C . §§1961(1)(B) and

1961(5) and 1962(c) .

225 . At all relevant times, defendants CIHI, CIHLP, SB

Ventures, CISBIC LP, Capital, Rovner, Rubin, Feldman, Leavitt ,

the Zelayas, American Access, the Murrays, Story, Cooney ,

Phillips, Presley, Wiisanen, Bridge Bank, Grove Gate Capital ,

Cash Solutions, Jose Ramon Rodriguez, Gerardo Raimundo Hammerer ,

and Manuel Iglesias each were associated with the enterprise, an d

agreed and conspired to violate 18 U .S .C . §§1962(a) and ° in tha t

they agreed to invest income or the proceeds of income derive d

from a "pattern of racketeering activity" in the enterprise, t o

conduct and maintain its affairs, and to conduct and participate ,

directly and indirectly, in the conduct of the affairs of th e

enterprise through a pattern of racketeering activity, in

violation of 18 U .S .C . §1962(d) .

226 . At all relevant times, defendants CIHI, CIHLP, S B

Ventures, CISBIC LP, Capital, Rovner, Rubin, Feldman, Leavitt ,

the Zelayas, American Access , the Murrays, Story, Cooney ,

Phillips, Presley, Wiisanen, Bridge Bank, Grove Gate Capital ,

Cash Solutions, Jose Ramon Rodriguez, Gerardo Raimundo Hammerer ,

78

and Manuel Iglesias have committed and caused to be committe d

overt predicate acts of wire and mail fraud in violation ,

respectively, of U .S .C . §§1341, with knowledge that such act s

were in furtherance of the conspiracy .

227 . By reason of the violation of 18 U .S .C . §1962(d)

committed by the defendants, the plaintiffs and Class Member s

were injured in an amount to be determined at trial, but which

is believed to be in excess of $30,000,000 .00 .

228 . Pursuant to 18 U .S .C . §1964(c), the plaintiffs and

Class Members are entitled to treble their general damages an d

special compensatory damages, and to award interest, costs an d

attorneys fees, by reason of the defendants' violation of 1 8

U . S . C . §1962(d) .

WHEREFORE, the plaintiffs request, on their behalf an d

on behalf of all those similarly situated :

1 . An order certifying the proposed Class Action

herein under Federal Rule of Civil Procedure 23(a) and appointin g

plaintiffs, and their counsel of record to represent said Class ;

2 . Judgment against all defendants jointly an d

severally (a) on the FIRST claim for damages in an amount to b e

determined at trial, but is believed to be in excess o f

$30,000,000 .00 ; (b) against defendants Capital, Rovner, Rubin ,

79

Feldman, Leavitt and the Zelayas on the SECOND claim for damage s

in an amount to be determined at trial, but is believed to be i n

excess of $30,000,000 . 00 ; (c) against defendants CIHI, CIHLP, SB I

Ventures, CISBIC LP, Bridge Bank, Jose Ramon Rodriquez, Gerard o

Raimundo Hammerer, and Manuel Iglesias on the THIRD claim fo r

damages in an amount to be determined at trial, but is believe d

to be in excess of $30,000,000 .00 ; (d) against defendant s

American Access, Capital, Rovner, Rubin, Feldman, Leavitt and the

Zelayas on the FOURTH claim for damages in an amount to b e

determined at trial, but is believed to be in excess o f

$30,000,000 .00 ; (e) against defendants Capital, Rovner, Rubin ,

Feldman, Leavitt, the Zelayas and American Access on the FIFTH

claim for damages in an amount to be determined at trial, bu t

believed to be in excess of $30,000,000 .00 ; against defendant s

American Access, the Murrays , Bobby Story, John W . Cooney, John

Presley and Erik Wiisanen on the SIXTH claim for damages in a n

amount to be determined at trial, but is believed to be in exces s

of $30,000,000 .00 ; (f) against all defendants on the SEVENTH ,

EIGHT and NINTH claims for damages in an amount to be determine d

at trial but is believed to be in excess of $30,000,000 .00, plus

treble damages .

3 . Any additional and consequential damages suffere d

80

by the plaintiffs and members of the Class ;

4 . Attorneys' fees ;

5 . Pre-judgment interest ;

6 . Costs of suit ; and

7 . Such other and further legal and equitable relie f

as this Court may deem to be just and proper .

Dated: New York, New York

February 22, 2000

KAZLOW & KAZLOW

gy. "-

ict r A . Worms (VAW-2234 )

19 West 34th Street

New York, New York 1001

(212) 947-290 0

81

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

RACHEL BLASS,

YURI GURARIY,

SOL GINGOLD,

DON NAGY ,

MARILYN LESSER-GALE,

JOHN GUIDA,

Plaintiff ,

-against-

CAPITAL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNATIONAL HOLDING, INC .

CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES INC . ,

CAPITAL INTERNATIONAL SBIC, L .P .

SERGIO M . ROVNER, DAVID RUBIN,

KEITH FELDMAN, WILLIAM ZELAYA, JOHN

ZELAYA, ANTHONY LEAVITT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCESS

TECHNOLOGIES, INC ., VICTOR E . MURRAY,

RICHARD A . MURRAY, BOBBY STORY, JOHN W .

COONEY, JOHN PRESLEY ,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNDO

HAMMERER, CASH SOLUTIONS, INC . ,

and MANUEL IGLESIAS,

Defendants .

Case No .

99 Civ . 5738 (FB )

CERTIFICATION OF NAMED PLAINTIFFPURSUANT TO FEDERAL SECURITIES LAW

Rachel Blass ("plaintiff') certifies, as to the claims asserted under th e

federal secu rities laws that :

1

2

Plaintiff has reviewed the amended complaint and authorized its filing .

Plaintiff did not purchase the security that is the subject of this action at

14 002

the direction of plaintiffs counsel in order to participate in this private action .

3. Plaintiff is willing to serve as a representative party on behalf of the Class,

including providing testimony at deposition and trial, if necessary .

4. Plaintiffs transactions in the security that is the subject of this action

during the Class period is as follows :

Securily actionsCommon stock Purchased @ (S) price

American Access 4,000 @ 18.500 4/121996,000 c 20.500 5/10/99

10,000 21 .000 5/24/9929,000 ® 8.562-9.750 8/25/99

5 . During the three years prior to the date of this certification, plaintiff has

sought to serve or served as a responsible party for a class in the following actions filed under the

federal securities laws : None .

6. Plaintiff will not accept any payment for serving as a representative party

on behalf of the Class beyond the plaintiffs pro rata share of any recovery, except such

reasonable costs and expense (including lost wages directly related to the representation of the

Class or ordered or approved by the court.

7 . 1 declare under penalty of perjury, that the foregoing is true and correct .

Executed on this __ day of February 2000 .

Rachel Blass

UNITED STATES DISTRICT CURT

EASTERN DISTRICT OF NEW YOR K

RACHEL BLASS,

YURI GURARITY ,

SOL GINGOLD,

DON NAGY,

LESSER-GALE,

GUIDA,

Plaintiffs ,

-agairist-

CAM "AL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNA' C TAL HOLDING, INC .

CAPI`+d i''TERNATIONAL HOLDINGS LP,

SB' -.~~ i'JPES INC . ,

CP47TAL INTERNATIONAL SBIC, L .P .

SERGIO 11 . ROVNER, DAVID RUBIN ,

~=H FELL: AN, WILLIAM ZELAYA, JOHN

AYA, ANTHONY LEAVITT, GROVE GATE

ITAL PARTNERS, LLC ., AMERICAN ACCES S

_cCHNOLOGIES, INC,, VICTOR E . MURRAY,

RICI-IA,=,D A- MURRAY, BOBBY STORY, JOHN W .

COONFY, VICTOR A . PHILLIPS, JOHN PRESLFY,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNL-J

HAMMERER, CASH SOLUTIONS, INC . ,

and MANUEL IGLESIAS,

Defendants .

Case No .

99 Civ . 5738 (FB )

----------------------------

CERTIFICATION OF NAMED PLAINTIF FPiIRStJANTTO FEDERAL SEC RITIES LAW

2. Plaintiff kdi ' ' itchase me security that is the subject of this action at

the direction of plaintiffs cowl ei w o : . :r to parttcipaie to this private action .

3 . Plaintiff is willing to serve as a representative party on 1,ehzilf of the Class ,

including providing testimony at &nnsition and trial, if necessary .

4. Plaintiffs trait . , ..tion;s) in the security that is the subject of this action

during the Class period is as follows:

uric y Tr ynsaction(s, Da XCommon stock Purchased ;a-) ($) price

Americ e.ss 2,675@l8.5000 4/12'992.000@, 17 .625 'margin) 4/"'8, 99

5. Druu,6 the : . ►.l' .ears p . or to the date of this certif, n . plaintiff !-a s

serve or served as a responsible party fo : a class in the fAowing actions fi''d n1er t . . t

federa , - : urities laws : one

6 . Plaintiffw;ll n accept any payinerit for serving as a represLmati'~ : p, Ty

on ~. half of the Class beyond the plaintiffs pro rata share of any recovery , except s«ca

reasonai . costs and expense ( including lost wages directiy related to the r., . .: ~entacion A th e

Class or ordered or approved by the court .

7 1 declare unuer penalty of perjury, that the foregoing is true and correct

Executed on this 'Z Q day of February 2000 .

i 111~- L&zz" _YUM GurariY Y

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

RACHEL BLASS,

YURI GURARITY,

SOL GINGOLD,

DON NAGY ,

MARILYN LESSER-GALE,

JOHN GUIDA,

Plaintiffs ,

-against-

CAPITAL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNATIONAL HOLDING, INC .

CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES INC . ,

CAPITAL INTERNATIONAL SBIC, L .P .

SERGIO M . ROVNER, DAVID RUBIN,

KEITH FELDMAN, WILLIAM ZELAYA, JOHN

ZELAYA, ANTHONY LEAVITT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCESS

TECHNOLOGIES, INC ., VICTOR E . MURRAY,

RICHARD A . MURRAY, BOBBY STORY, JOHN W .COONEY, VICTOR A . PHILLIPS, JOHN PRESLEY,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNDO

HAMMERER, CASH SOLUTIONS, INC . ,and MANUEL IGLESIAS,

Defendants .

Case No .99 Civ . 5738 (FB )

CERTIFICATION OF NAMED PLAINTIFFPURSUANT T FEDFI L SECURIIT ES LAW

Sol Gingold, ("plaintiff) certifies, as to the claims asserted under th e

federal securities laws that :

I . Plaintiff has reviewed the amended complaint and authorized its filing.

2. Plaintiff did not purchase the security that is the subject of this action at

the direction of plaintiff s counsel in order to participate in this private action .

Plaintiff is willing to serve as a representative party on behalf of the Class,

including providing testimony at deposition and trial, if necessary .

4. Plaintiff's transactions in the security that is the subject of this action

during the Class period is as follows:

Security Transaction(s) D.Common stock Purchased Qa (S) price

American Access 250@21 .000 7!2!983,750 @21.25000 1/28/992000 @ 17.625 4%23/992000@21 .000 5/24/99

5. During the three years prior to the date of this certification, plaintiff ha s

sought to serve or served as a responsible party for a class in the following actions filed under the

federal securities laws : None.

6. Plaintiff will not accept any payment for serving as a representative party

on behalf of the Class beyond the plaintiff's pro rata share of any recovery, except suc h

reasonable costs and expense (including lost wages directly related to the representation of the

Class or ordered or approved by the court.

7. 1 declare under penalty of perjury, that the foregoing is true and correct .

Executed on this L day of February 2000.

_Z9Sol Gingold

LEON W. MORGANNotary Public, State of New York

No . 41 -47086690ualified :n Queens County C

%'ommission Expires

P . 1

UNITED STATES DISTRICT COURTEASTERN DISTRICT OF NEW YORK

RACHEL BLASS,

YURI GURARITY,SOL GINGOLD,DON NAGY ,

MARILYN LESSER-GALE,

JOHN GUIDA,

Plaintiffs ,

-against-

CAPITAL INTERNATIONAL SECURITY GROW,

CAPITAL INTERNATIONAL H01=W, -INC .CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES. INC . ,

CAPITAL INTERNATIONAL SHIC, L .P .

SERGIO M . ROVNER, DAVID RUBIN,

KEITH FELDMAN, WILLIAM ZELAYA, JOHN

ZELAYA, ANTHONY LEAVITT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCESS

TECHNOLOGIES, INC ., VICTOR E . MURRAY,

RICHARD A . MURRAY, BOBBY STORY, JOHN W .

COONEY, VICTOR A . PHILLIPS, JOHN PRFSLEY,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNDOHAMMERER, CASH SOLUTIONS, INC . ,and MANUEL IGLESIAS,

Case No .99 Civ . 5738 (FB) 1

Defendants .

X

ER'FIFICATION OF NAMED PLAINTIFFPURSUANT TO FEDERAL SECURITIES LAW

Don Nagy , ("plaintiff) certifies , as to the claims asserted under the feddalALICE A . MOH R

NOTARY PUBLIC - '3t7, ZUD~My Commission Expi that:

Recorded in .Cuyahoga County1 . Plaintiff has reviewed the amended complaint and authorized its filing .

rjt IIUN1INGTON NATIONAL BANKBROOKGATE OFFIC E5881 SMITH ROAD

BROOK PARK, OHIO 44142

P . 2

2. Plaintiff did not purchase the security that is the subject of this action a t

the direction of plaintiffs counsel in order to participate in this private acticn .

3 . Plaintiff is willing to serve as a representative party on behalf of the Class,

including providing testimony at deposition and t rial; if necessary .

4. Plaintiff's transactions in the security that is the subject of this action

during the Class period is as follows :

SmIbIY IM=tions DateCommon stock Purchased @ ($) price .

American Access 500 @ 18 .7500 5/4/98100 @ 17 .500 5/7;98400 @ 19.000 51221985000 @ 16.250 91 10/983 550 @ 21 .375 2/4 .1997500 @ 18 .500 4115/998000 @ 17.6875 4127/993000 @ 17 .625 4/2819911,050 @ 17 . 625 (margin ) 4,128/9 9

5. During the three years prior to the date of this certification, plaintiff has

sought to serve or served as a responsible party for a class in the following actions filed under the

federal securities laws: None .

6. Plaintiff will not accept any payment for serving as a representative part y

on behalf of the Class beyond the plaintiffs pro rata share of any recovery, except such

reasonable costs and expense (including Lost wages directly related to the rep resentation of the

Class or ordered or approved by the court .

P . 3

7 . 1 declare under penalty of perjury, that the foregoing is true and correct .

Executed on this day of February 2000 .

Don Nagy

Arthur Gales : 1917-208-5900/718-963-8658

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

RACHEL BLASS,

YURI GURARIY,

SOL GINGOLD,DON NAGY,

MARILYN LESSER-GALES,

JOHN GUIDA,

Plaintiffs ,

-against-

CAPITAL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNATIONAL HOLDING, INC .CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES INC . ,

CAPITAL INTERNATIONAL SBIC, L .P .

SERGIO M . ROVNER, DAVID RUBIN,

KEITH FELDMAN, WILLIAM ZELAYA, JOHN

ZELAYA, ANTHONY LEAVIZT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCESS

TECHNOLOGIES, INC ., VICTOR E . MURRAY,

RICHARD A . MURRAY, BOBBY STORY, JOHN W .

COONEY, VICTOR A . PHILLIPS, JOHN PRESLEY,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNDOHAMMERER, CASH SOLUTIONS, INC . ,

and MANUEL IGLESIAS,

Defendants .

Case No .99 Civ . 5738 (FR)

CERTIFICATION OF NAMED PLAINTIFFPURSUANT TO FEDERAL SECURMES LAW

Marilyn Lesser-Gale` ("plaintifF') certifies, as to the claims asserted under

IIooi

the federal securities laws that :

'J VVL

1 . Plaintiff has reviewed the amended complaint and authorized its filing .

2. Plaintiff did not purchase the security that is the subject of this action at

the direction of plaintiffs counsel in order to participate in this private action .

3. Plaintiff is willing to serve as a representative party on behalf of the Class ,

including providing testimony at deposition and trial, if necessary.

4. Plaintiff's transactions in the security that is the subject of this action

during the Class period is as follows :

fly transaction[s] p.Common stock Purchased @ (5) price

American Access 3,750 @21.25000 1/28/99

5. During the three years prior to the date of this certification, plaintiff has

sought to serve or served as a responsible party for a class in the following actions filed under the

federal securities laws : None.

6. Plaintiff will not accept any payment for serving as a representative party

on behalf of the Class beyond the plaintiff' s pro rata share ofany recovery, except suc h

reasonable costs and expense (including lost wages directly related to the representation of the

Class or ordered or approved by the court .

7. I declare under penalty of perjury , that the foregoing is true and correct .

Executed on this Q. 2 day of February 2000 .

-~K~ Z-Marilyn ser-Calec

P .Ly

TJNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

--------------------------------------- X

RACHEL BLASS,

YUk 1 GURAR I TY ,

SOL (3INGOLD,

DON NAGY ,

MARILYN LESSER -GALE,

JOHN GUIDA,

Plaintiffs ,

-against-

CAPITAL INTERNATIONAL SECURITY GROUP,

CAPITAL INTERNATIONAL HOLDING, INC .

CAPITAL INTERNATIONAL HOLDINGS LP,

SBI VENTURES INC . ,

CAPITAL INTERNATIONAL SBIC, L .P .

SERGIO M . RCVNER, DAVID RUBIN,

KEITH FELDMA,,, WILLIAM ZELAYA, JOHN

ZELAYA, ANTHONY LEAVITT, GROVE GATE

CAPITAL PARTNERS, LLC ., AMERICAN ACCB$S

TECHNOLOGIES, INC ., VICTOR E . MURRAY,'

RICHARD A . MURRAY, BOBBY STORY, JOHN i1 .

COONEY, VICTOR A . PHILLIPS, JOHN PRESLEY,

ERIK WIISANEN, BRIDGE BANK, LTD . ,

JOSE RAMON RODRIQUEZ, GERARDO RAIMUNDO

HAMMERER, CASH SOLUTIONS, INC . ,

and MANOEL IGLESIAS,

Defendants .

Case No .

99 Civ . 5738 (FE )

CERTIFICATION OF NAMED PLAIN'T'IFFPURSUANT TO FEDERAL SECURITIES LA W

John Guida, ("plaintiff)certifies, as to the claims asserted under th e

federal securities laws that :

Plaintiff has reviewed the amended complaint and authorized its filing .

}

2. Plaintiff did not purchase the security that is the subiect of this action at

the direction of plaintiff's counsel in order to participate in this private actio n

3 . Plaintiff is willing to serve as a representative party or behalf of the Class .

including providing testimony at deposition and trial , if necessary .

4. Plaintiffs transactions in the security that is the subject of this actio n

during the Class period is as follows :

unity Transaction(s) Date

Common stock Purchased (. ($) price

American Access 750@13 .130 5/l!98500@19 .750 5/191982500@19.750 10/13/9 81500@20 .070 11/6/98

5 . During the three years prior to the date of this certification, plaintiff has

sought to serve or served as a responsible party for a class in the following actions filed under; the

federal securities laws : None .

6 . Plaintiff will not accept any payment for serving as a representative party

on behalf of the Class beyond the plaintiff's pro rata share of any recovery, except such

reasonable costs and expense (including lost wages directly related to the representation of the

Class or ordered or approved by the court .

7 . I declare under penalty of perjury, that the foregoing is true and correct .Al-

Executed on this _ $ 0 day of February 2000 .

John Guide

1F MJQ-&) K'rt ow A. 0 -4