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D ON 81512010

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK

AJW PARTNERS, LLC, AJW OFFSHORE, LTD,AJW QUALIFIED PARTNERS, LLC, AJWMASTER FUND, LTD., AJW PARTNERS 11, LLC,AJW OFFSHORE 11, LTD. AJW QUALIFIEDPARTNERS 11, LLC, NEW MILLENNIUMCAPITAL PARTNERS 111, LLC AND AJWMASTER FUND 11, LTD.,Plaintiff,

-against-ADMIRALTY HOLDING COMPANY ( F W ARUBY MINING COMPANY), ADMIRALTYCORPORATION, ADMIRALTY MARINEOPERATIONS, LTD., UNDERSEA RECOVERYCORPORATION (F/WA LEGAL ACCESSTECHNOLOGIES, INC.), ND HERBERT C .LEEMING, Defendant.

SUMMONS

To the Above Named Defendants:YOU ARE HEREBY SUMMONED and required to serve upon plaintiffs undersigned

attorneys an answer to plaintiffs complaint in this action within twenty (20) days after theservice of this summons, exclusive of the day of service (or within thirty (30) days after theservice is complete if this sumrnons is not personally delivered to you within the State of NewYork), and in the case of your failure to appear or answer, judgment will be taken against you bydefault for the relief demanded in the complaint.

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FILED: NEW YORK COUNTY CLERK 08/05/2010 INDEX NO. 110349/2010

NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 08/16/2010

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Dated: New, York, New YorkAugust 3,2010 OLSHAN GRUNDMAN FROMEROSENZWEIG & WOLOSKY LLP

By: Thomas J .FlemingChristine WongAttorneysfor PlaintiffsPark Avenue Tower65 East 5Sth StreetNew York, New York 10022(212) 451-2300

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SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK

AJW PARTNERS, LLC, AJW OFFSHORE, LTD,AJW QUALIFIED PARTNERS, LLC, AJWMASTER FUND, LTD., AJW PARTNERS 11, LLC,AJW OFFSHORE 11, LTD. AJW QUALIFIEDPARTNERS 11, LLC, NEW MILLENNIUMCAPITAL PARTNERS 111, LLC AND AJWMASTER FUND 11, LTD.,Plaintiffs,

-against-ADMIRALTY HOLDING COMPANY (F/K/ARUBY MINING COMPANY), ADMIRALTYCORPORATION, ADMIRALTY MARINEOPERATIONS, LTD., UNDERSEA RECOVERYCORPORATION (F/WA LEGAL ACCESSTECHNOLOGIES, INC.), AND HERBERT C.LEEMING,

De endants

Index No.

COMPLAINT

.I

349

FILEDA M O S 2010

COUNlY CLERKS OFFICENEWYORK

Plaintiffs AJW Partners, LLC, AJW Offshore Ltd., AJW Qualified Partners, LLC, AJWMaster Fund, Ltd., AJW Partners 11, LLC, AJW Offshore 11, Ltd., AJW Qualified Partners11,LLC, New Millennium Capital Partners 111, LLC and AJW M aster Fund 11, Ltd. (co llective ly,thePlaintiffs) by their attorneys, Olshan Grundman Frome Rosenzweig& Wolosky LLP, for theirComplaint, allege:

The Parties1. Plaintiff AJW Partners, LLC (AJW Partners or AJWP) is a limited liability

company organized under the laws of the State of Delaware, with its principal office in Roslyn,New York.

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2, Plaintiff AJW Offshore, Ltd. (AJW Offshore or AJWO) is a corporationorganized under the laws of the Cayman Islands, managed by an advisor with principal office inRoslyn, New York.

3. Plaintiff AJW Qualified Partners LLC (AJW Qualified or AJWQP) is alimited liability company organized under the law s of New York, with its principal o ffice inRoslyn, New York.

4. Plaintiff AJW Master Fund, Ltd. (AJW MF) is a corporation organized underthe laws of the Cayman Islands, managed by an advisor whose principal office is in Roslyn, NewYork, New York.

5 . Plain tiff AJW Partners 11, LLC (AJW Partners 11 or AJWP 11) is a limitedliability company organized under the laws of the State of Delaware, with its principal office inRoslyn, New York.

6 . Plain tiff AJW Offshore 11, Ltd. (AJW Offshore 11) is a corpora tion organizedunder the laws of the Cayman Islands, which is managed from Roslyn, New York.

7. Plain tiff AJW Qualified Partners 11, LLC (AJW Qualified 11 or AJWQPII) isa limited liability company organized under the laws of New York, with its principal office inRoslyn, New York.

8. Plaintiff New Millennium Capital Partners 111, LLC (NewMillennium 111 orNMCP 111) is a limited liability company organized under the laws of the State of New York,with its principal office in Roslyn, New York. New M illennium Capital Partners I11 is theassignee of Notes purchased by New M illennium Capital Partners 11, LLC.

9. Plaintiff AJW Master Fund 11, Ltd, (AJW MF 11) is a corporation organizedunder the laws of the Cayman Islands, which is managed from Roslyn, New York.

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10. Upon information and belief, defendant Admiralty Holding Company (ADMH),formerly known as Ruby Mining Company, is organized under the laws of Colorado andheadquartered in Atlanta, Georgia. ADMHs common stock is registered with the United StatesSecurities and Exchange Commission (the SEC) and its shares are publicly traded under thesymbol ADMH. ADMH, through its wholly-owned subsidiaries Admiralty Corporation andAdmiralty Marine Operations, Ltd. (collectively, the Admiralty Defendants), is engaged in thebusiness of locating and recovering cargoes from historic shipwrecks by use of a proprietary andtrademarked detection technology called ATLIS,

11. Upon information and belief, defendant Undersea Recovery Corporation(URC), formerly known as Legal Access Technologies, Inc., is a corporation organized underthe laws of Nevada and headquartered in Atlanta, Georgia.

12. Upon information and belief, Herbert C. Leeming is a co-founder of ADMH andits current Chief Executive Officer. Leeming also has been the President of URC since 2005.As CEO of ADMH, Leeming negotiated the terms of the Notes and various agreements betweenPlaintiffs and defendant ADMH and signed such agreements on behalf of ADM H.

Jurisdiction and Venue13 . The Admiralty Defendants have consented to be sued in this County pursuant to

the Security Agreements and the Intellectual Property Security Agreements between P laintiffsand ADMH. All o f the defendants are also subject to personal jurisdiction in this C ountypursuant to CPLR 302(a)(l), as they transact or have transacted business within this State, and/orcontracted to supply goods or services in this State, from which transactions or contacts theclaims asserted herein arise.

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The Notes Issued to Plaintiffs14. On June 23,2005, ADMH entered into a Securities Purchase Agreement (SPA)

and Registration Rights Agreement with p laintiffs AJW Partners,AJW Offshore, and AJWQualified, and New Millennium Capital Partners 11, LLC (N ew Millennium 11 or NMCP),

June 23,2005Smtember 28.2005

under which ADMH agreed to issue, for good and valuable consideration, certain Callable

June 23,2008 $122,400Satember 28.20 08 $1 15.200

Secured Convertible Notes, in the aggregate principal amount of up to $850,000.

December 2 1,2005Smtember 28.2006

15 . As of June 23,2 005, such plaintiffs also entered into agreements related to the

December 21,2008 $122,400Smtember 28.2009 $54.000

SPA entered into on that same date, including a Security Agreement, Intellectual Property

June 7,2007November 9.2007

Security Agreement (IP Security Agreement), and other agreements with ADMH.

June 7,2010 $22,000November 9.2010 $39.600

16. Through July 2008, Plaintiffs thereafter loaned additional funds to ADMH on

December 3 1,2007February 8,2008 February 8,201 1Julv 30.2008 Julv 30.201 1 December 3 1,2010

similar terms, pursuant to similar agreements. All of the Notes referenced herein are in

$561594.69$24,645$26.481.92

substantially the same form (the Notes).17. For good and valuable consideration paid to ADMH, plaintiff AJW Partners

received Notes in the aggregate principal amount of $593,321.61, nclusive of the Note issued inJune 2005. These Notes are in the following amounts:

Issue Date I Maturitv I Princival

18. For good and valuable consideration paid to ADMH, plaintiff AJW Qualifiedreceived Notes in the aggregate principal amount of $1, 95,750.

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Issue Date MaturityJune 23,2005 June 23,2008September28,2005 September 28,2008December 21,2005 December 21,2008September 28,2006 September 28,2009June 7,2007 June 7,201019. For good and valuable consideration paid to ADMH, plaintiff AJW Offshore

Principal$287,300$270,400$287,300$180,000

$70,750

received Notes in the aggregate principal amount o f $1,767,000.Issue Date Maturitv PrincbalJune 23,2005September28,2005December 21,2005September 28,2006June 7,2007

20. For good and valuable consideration paid to ADMH, New M illennium I1 received

June 23,2008 $425,850September 28,2008 $400,800December 21,2008 $425,850September 28,2009 $360,000June 7,20 10 $154,500

Notes in the aggregate principal amount of $8 1,483.Issue Date Maturity PrincipalJune 23,2005September 28,2005 June 23,2008 $14,450September 28,2008 $13,600December 2 1,2005September 28,2006 December 2 1,2008 $14,450September 28,2009 $6,000May 30,2007November 9.2007

21. For good and valuable Consideration paid to ADMH, plaintiff AJW M aster Fund

May 30,201 0 $5,000November 9.2010 $4.950

received Notes in the aggregate principal amount of $1,913,5 16.68.

December 31,2007Februarv 8.2008 December 31,2010 $6,545.42Februarv 8.201 1 $6.045

Issue Date Maturitv Princival

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May 30,2007November 9,2007December 3 1.2007

5

May 30,2010 $535,000November 9,2010 $405,450December 31.20 10 $358.937.13February 8,2008July 30,2008 February 8,201 1 $434,3 10July 30,201 1 $179,819.55


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22. In lieu of paying, in cash, interest accrued on the Notes, ADMH issued, on orabout December 31,2007 and July 30,2008, additional Notes to certain plaint iffs, which Notesare included in the above figures.

23. In total, Plaintiffs loaned in excess of $4.8 million to ADMH over the course ofthree years.

24. Each of the Notes matured, by their terms, within three years of the date of issue.To date, six Notes (dated June 2005 through June 2007) have matured and become due. TheseNotes remain unpaid.

The Security Ameements25. Pursuant to a Security Agreement and IP Security Agreement, dated June 23,

2005 and June 20,2005, respectively, ADMH induced Plaintiffs to purchase the Notes bygranting them a first priority security interest in all of ADMHs goods, inventory, contract rights,receivables, documents, general intangibles, software intellectual property (including softwareprograms, computers, documentation and all rights associated with such software, computers anddocumentation), copyrights, copyright licenses , patents, patent licenses, trademarks, trademarklicenses and rade secrets. The Security Agreement and IP Security Agreement provide that if anEvent of Default under the Notes occurs, Plaintiffs shall have all rights available under theUniform Commercial Code, plus the right to immediate possession of the co llateral and the rightto operate ADMHs business using the collateral.

26. Plaintiffs duly perfected their security interests under the Security Agreement andIP Security Agreement in connection with each of the transactions.

27 . A key provision in both the IP Security Agreement and Security Agreementassured Plaintiffs that ADMH would not sell, transfer, pledge any of its intellectual property

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. . , - . . . .. ... . ,. . ... . .

assets, without notice to or consent from Plaintiffs. Paragraphs 2 and 3 of the IP SecurityAgreement and Security Agreements provide in pertinent part:

[The Admiralty Defendants] unconditionally and irrevocably,pledge[], grant[] and hypothecate[] to the [N.I.R. Affiliates], acontinuing security interest in, a continuing first lien upon, anunqualified right to possession and disposition of and a right of set-off against, in each case to the fullest extent permitted by law, allof the [Admiralty Defendants] right, title and interest ofwhatsoever kind and nature in and to the [Intellectual Property].***

The [Admiralty Defendants] will not transfer, pledge, hypothecate,encumber, license (except for non-exclusive licenses granted bythe [Admiralty Defendants] in the ordinary course of business), sellor otherwise dispose of any of the Intellectual Property without theprior written consent of [Pluint@s]. (emphasis added)28. Further, the Security Agreement grants Plaintiffs a security interest and first lien

on all the [Admiralty Defendants] goods,29. Further, the IP Security Agreement provides that all rights of [Plaintiffs] and all

obligations of the [Admiralty Defendants] hereunder sha ll be absolute and unconditional.The 2007 Litigation

30. In May 2007, Plaintiffs commenced an action against the Adm iralty Defendantsand others for defaults under the Notes issued in 2005 and 2006. The parties subsequentlyentered into a settlement agreement whereby the 2005 and 2006 Notes were reinstated, thedefaults were waived, and additional secured convertible notes and warrants were issued(Settlement Agreement).

31. The Settlement Agreement granted Plaintiffs a first priority security interest in allof Admiralty Defendants assets, including the ship itself, to secure all of Admiralty Defendantsobligations to the Plaintiffs,

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32. All parties to the Settlement Agreement agreed that, in the event o f an uncureddefault under the promissory note, all of Admiralty Defendants assets would be sold anddistributed according to an intercreditor agreement entered into concurrently with the SettlementAgreement.

33. Plaintiffs and the Admiralty Defendants also executed a security agreement thatgranted Plaintiffs a security interest in essentially all of Admiralty Defendants assets andintellectual property.

The Improper Licensing of ATLIS Technolow to U ndersea Recovery Corporation34. Plaintiffs have learned through a press release that the Admiralty Defendants have

entered an agreement with Defendant URC that purports to license to URC, in perpetuity, theexclusive worldwide rights to use the proprietary ATLIS technology, including associated patentrights.

35. UR C is controlled by Defendant Leeming, who co-founded ADMH and is wellaware of the existence of the IP Security Agreements and subsequent similar agreementsrestraining conveyance of the ATLIS technology.

36. As CEO of ADMH, Leeming was intimately aware of the restrictions placed onthe licensing of the ATLIS technology by the 2005 IP Security Agreement and subsequentagreements, including the Settlement Agreement. Leeming was also very well aware, havingbeen an active and integral participant in the many negotiations with Plaintiffs in connection withthe SPASand Notes, that Plaintiffs would be left with greatly diminished security and no remedyat law if the ATLIS technology was licensed, encumbered or otherwise conveyed away.Leeming intentionally procured the breach of the IP Security Agreement, which has damagedPlaintiffs.

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37. The Admiralty Defendants did not, as required by the IP Security Agreement,seek Plaintiffs permission (written or otherwise) to enter into any agreements with third-partieswith respect to the ATLIS technology. The Admiralty Defendants did not even bother to notifyPlaintiffs about the agreement with URC.

Assignments38. Plaintiffs AJWP, AJWQP, AJWO, and AJW MF have assigned certain of their

rights under the Notes, SPA, Security Agreements and related agreements to Plaintiffs AJWP 11,AJW Offshore 11, AJW Qualified 11, AJMF I1 and New Millennium 111. Additionally, NewMillennium I1 has assigned all of its right, title and interest in the Notes to plaintiff NewMillennium 111.

Default of the Notes39. Section 3.1 of the Notes defines as an Event of Default, inter alia , ADMHs

failure to pay principal and interest when due.40. To date, ADMH has defaulted on six Notes, which were issued between June

2005 and June 2007 and matured three years later, by failing to pay the principal and interestwhen due.

41, Section 3.5of the Notes defines as an Event of Default, inter alia,ADMHsbreach of any representation or warranty made in any Note or other agreement.

42. ADMH breached the representations and warranties under the SecurityAgreements and IP Security Agreements not to sell, transfer or pledge any of its intellectualproperty assets without notice to or consent from P laintiffs by entering into a licensingagreement with defendant URC whereby URC obtained the exclusive right to used ADMHsproprietary ATLIS technology.

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43. Pursuant to Section 3.9 of the Notes, upon an Event of Default under any Note, anEvent of Default occurs under every other Note.

44. ADMH has failed to honor its obligations regarding Plaintiffs Notes and otheragreements, and has failed to cure this defect, despite having received a default notice by letterdated October 15,2008 and a notice to cure by letter dated February 2,200 9.

45. As a result o f the foregoing defaults, Plaintiffs have exercised their rights underthe Notes to accelerate and mmediately demand payment in full of the Default Sum or DefaultAmount, as defined in Section 3.9 of the Notes, plus appropriate interest and penalties. Plaintiffshave given ADMH the requisite Default Notice, also as defined in Section 3.9 of the Notes,

Attorneys Fees46. In addition to the foregoing, upon a default, Plaintiffs are entitled to their costs of

collection, including an award of attorneys fees pursuant to Section 4.5 of the Notes and SectionS(a) of the SPA.

First Claim for Relief(Breach of Contract as Against Admiralty Defendants)47 .48.

Plaintiffs restate the allegations in paragraphs 1 through 46 .Based upon the foregoing, ADMH has breached its obligations to AJW Partners

under the Notes, As a direct, approximate and foreseeable result of ADMHs breach, AJWPartners is entitled to recover from ADMH an amount to be determined at trial, representing theDefault Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Second Claim for Relief(Breach of Contract as Against Admiralty Defendants)49. Plaintiffs restate the allegations in paragraphs 1 through 46 .


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50. Based upon the foregoing, ADMH has breached its obligations to AJW Qualifiedunder the Notes, As a direct, approximate and foreseeable result of ADMHs breach, AJWQualified is en titled to recover from ADMH an amount to be determined at trial, representing theDefault Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Third Claim for Relief(Breach of Contract as Against Admiralty Defendants)51.52.

Plaintiffs restate the allegations in paragraphs 1 through 46.Based upon the foregoing, ADMH has breached its obligations to AJW Offshore

under the Notes. As a direct, approximateand foreseeable result of ADMHs breach, AJWOffshore is entitled to recover from ADMH an amount to be determined at trial, representing theDefault Sum or Default Amount as defined in Section 3,lO of the Notes, plus all interest andpenalties, and attorneys fees.

Fourth Claim for Relief[Breach of Contract as Against Admiralty Defendants)53.54.

Plaintiffs restate the allegations in paragraphs 1 through 46.Based upon the foregoing, ADMH has breached its obligations to AJW Master

Fund under the Notes. As a direct, approximate and foreseeable result of ADMHs breach, AJWMaster Fund is entitled to recover from ADMH an amount to be determined at trial, representingthe Default Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Fifth Claim for ReliefJBreach of Contract as Against Admiralty Defendants)55. Plaintiffs restate the allegations in paragraphs 1 through 46,


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56. Based upon the foregoing, ADMH has breached its obligations to AJW Partners I1under the Notes. As a direct, approximate and foreseeable result of ADMHs breach, AJWPartners I1 is entitled to recover fiom ADMH an amount to be determined at trial, representingthe Default Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees,

Sixth Claim for Relief(Breach of Contract as Against Admiralty Defendants)57. Plaintiffs restate the allegations in paragraphs 1 through 46 .5 8 . Based upon the foregoing, ADMH has breached its obligations to AJW Offshore

I1under the Notes. As a direct, approximate and foreseeable result of ADMHs breach, AJWOffshore I1 is entitled to recover from ADMH an amount to be determined at trial, representingthe Default Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Seventh Claim for Relief(Breach of Contract as Against Admiralty Defendants)59. Plaintiffs restate the a llegations in paragraphs 1 through46.60 . Based upon the foregoing, ADMH has breached its obligations to AJW Qualified

I1 under the Notes. As a direct, approximate and foreseeable result of ADMHs breach, AJWQualified I1 is entitled to recover from ADMH an amount to be determined at trial, representingthe Default Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Eighth Claim for Relief(Breach of Contract as Against Admiralty Defendants)61. Plaintiffs restate the allegations in paragraphs 1 through 46 .

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62. Based upon the foregoing, ADMH has breached its obligations to NewMillennium I11 under the Notes. As a direct, approximate and foreseeable result of ADMHsbreach, New M illennium I11 is entitled to recover from ADMH an amount to be determined attrial, represen ting the D efault Sum or Default Amount as defined in Section 3.10 of the Notes,plus all interest and penalties, and attorneys fees.

Ninth Claim for Relief(Breach of Contract as Against Admiralty Defendants)63.64.

Plaintiffs restate the allegations in paragraphs 1 through 46,Based upon the foregoing, ADMH has breached its obligations to AJW MF I1

under the Notes. As a direct, approximate and foreseeable result of ADMHs breach, AJW MFI1 is entitled to recover from ADMH an amount to be determined at trial, representing theDefault Sum or Default Amount as defined in Section 3.10 of the Notes, plus all interest andpenalties, and attorneys fees.

Tenth Claim for Relief[Marshalling of Assets as Against Admiralty Defendants)65.66,

Plaintiffs restate the allegations in paragraphs 1 through 64 .Based upon the foregoing, Plaintiffs are entitled to an Order directing ADMH to

marshal, in preparation for foreclosure, all of its assets in which Plaintiffs have a security interestunder he Settlement Agreement, Security Agreements and IP Security Agreements, and deliverpromptly to Plaintiffs a list of those assets and their locations.

67. Plaintiffs have no adequate remedy at law.Eleventh Claim for Relief(Tortious Interference with Contract as Against URC and Lemming)

Plaintiffs restate the allegations in paragraphs 1 through 64.8 .


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69. Based upon the foregoing, defendantsURC nd Lemming had knowledge of theNotes and related agreements between Plaintiffs and the A dmiralty Defendants, and intentionallyinduced the Admiralty Defendants to breach such agreements by entering into a licensingagreement with URC over the ATLIS technology. As a direct, proximate and foreseeable resultof this breach, Plaintiffs are entitled to recover an amount to be determined at trial, plus allinterest, penalties and attorneys fees,

Twelfth Claim for Relief(Fraudulent Conveyance as Against All Defendants)70 . Plaintiffs restate the allegations in paragraphs 1 through 64 .71. Based on the foregoing, Plaintiffs bargained for and relied upon their security

interest and first lien in the Admiralty Defendants intellectual property, including but not limitedto the ATLIS technology, in agreeing to loan the Admiralty Defendants millions of dollars.

72 . Defendants had knowledge of the Notes and related agreements, specifically theprovisions granting Plaintiffs a first lien and requiring Plaintiffs written consent for any transfer,pledge or sale of the intellectual property.

73 . Defendants acted intentionally to defraud Plaintiffs by having the AdmiraltyDefendants to enter into a licensing agreement with URC without first seeking the writtenconsent of Plaintiffs.

74. As a direct, proximate and foreseeable result of this fraudulent conveyance,Plaintiffs have a greatly diminished security interest and no remedy at law.

75. Based on the foregoing, Plaintiffs are entitled to an order setting the fraudulenttransfer aside.

WHEREFORE, Plaintiffs pray that judgment be entered against defendants:

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