UNITED STATES DISTRICT COtJRTFOR TIIE DIS1RICT OF NEW JERSE Y

Jean-Marc Zimmerman (JZ 7743)Zimmerman, Levi &. Korsinsky,226 St . Paul Stree tWestfield, NJ 07090Tel : (908) 654-8000Fax : (90) 654-7207Attomeys for Plaint] 11 '

KEY EQl-JI'lTY INVESTORS, INC : ., individuall yand on behalf of all others Similarly Situated , : CAST; NO.

Plaintiff, CLASS ACTION COMPLAINT

VS .

JURY TRIAL DEMANDEDSEL-LEB MARKETING INC ., I [ALMARKOWITZ, JACK KOEGEL, PAUL SHARP,GEORGE FISCHER and J .II . COHN, L L P

Defendants .----------------------------------- x

Plaintiff alleges the following based upon the investigation of plaintiffs counsel ,

which included a review of United States Securities and Exchange Commission ("SEC,) filings

by Sel-Lcb Marketing Inc . ("Sel-l,eb" or "Company"), as well as regulatory filings and reports,

press releases and other public statements issued by the Company, and media reports about the

Company, and plaintiff believes that substantial additional evidentiary support will exist for the

allegations set forth herein after a reasonable opportunity for discovery .

NATURE O F THE ACTION

. This is a federal class action on behalf of purchasers n[` the common stock of Scl-

I,eb between April 5, 2002 and February 25, 2004 , inclusive (the "Class Period "), seeking to

pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act") .

JURISDICTION AND VENU E

2. The claims asserted here arise under Sections 10(b) and 20(a) of (lie Exchang e

Act [15 U .S.C . §§78.j(b) and 78t (a) I and Rule 1Ob-5 promulgated thereunder by the Securities

and Exchange Commission ("SEC") [17 C .F.R . §240-1 Oh-5]-

3 . This Court has jurisdiction over the subject matter cif Ibis action pursuant to 2 9

U .S .C, §§1331 and 1337 and Section 2.7 of the Exchange Act 115 U .S .C: . §78aaI .

4. Venue is proper in this District pursuant to Section 27 of the Exchange Act, an d

28 U .S .C . §1 391(b) . Many of the acts charged herein , including the preparation an d

dissemination ot'materially false and misleading information, occurred in substantial part in thi s

District . Additionally, defendants maintain their chief executive offices and principal place o f

business within this District .

5 . In connection with the acts alleged in this complaint, delendants, directly o r

indirectly, used the means and instrumentalities of interstate commerce, including, but no t

limited to, the mails, interstate telephone communications and the facilities of the nationa l

securities markets .

PARTIES

6. Plainti IT Key Equity Investors, Inc., as set forth in the accompanying certification

purchased the common stock of Sel-Leb during the Class Period and has been damaged thereby .

7. Defendant Set-Leh Marketing Inc. is a New York corporation with its principa l

executive olhce located at 495 River Street , Paterson , New Jersey 07524 . Sel-Leb distributes

and markets consumer merchandise to retail sellers such as mass merchandisers , discount chai n

stores and Iood, drug and electronic retailers .

8 . Defendant Harold Markowitz, at all relevant times, was the Chairman of the

Board of Directors of Sel-Leb.

9. Defendant Paul Sharp , at all relevant times, was the President , Chief Executive

Officer and a director of Sel-Leb .

10. Defendant Jack. K.oegel, at all relevant times, was the Chief Operating Officer an d

a director of Sel-Leb .

11 . Defendant George Fischer, at all relevant times , was the Chief Financial Officer

of Sel-Leb .

12. Defendant J .H . Cohn LI.,P, an independent accounting and consulting firm with a

principal place of business located at 75 Eisenhower Parkway, Roseland, New Jersey 07068, wa s

Sel-Leb's auditor at all times relevant to this action .

CLASS ACTION ALLEGATION S

13 . Plaintiff brings this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of a C lass, consisting of all those who purchased o r

otherwise acquired the securities of Sel-Leb between April 5, 2002 and February 25, 2004 ,

inclusive, and who were damaged thereby. Excluded from the Class are defendants, the officers

and directors of the Company, at all relevant times, members of (heir immediate families and

their legal representatives, heirs, successors or assigns and any entity in which defendants have

or had a controlling interest .

14. The members of the Class are so numerous that joinder of all members i s

impracticable . Prior to May 2..3, 2003, Scl-Leb traded on NASDAQ sunder the symbol SELB .

Sel-Leb was delisted by NASDAQ as of May 23, 2003 .

15. Plaintiffs claims are typical of the claims of the members of the Class as al l

members of the Class are similarly affected by defendants' wrongful conduct in violation of

federal law that is complained of herein .

16 . Plaintiff will fairly and adequately protect the interests of the members of th e

Class and has retained counsel competent and experienced in class and securities litigation .

17. Common questions of law and fact exist as to all members of the Class- an d

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are :

a, whether the federal securities laws were violated by defendants' act s

alleged herein ;

b , whether statements made by defendants to the investing public during th e

Class period misrepresented material facts about the business, operation,, ,

financial statements of Sel-Leb; and

c, to what extent the members of the Class have sustained damages and the

proper measure of damages .

I& A class action is superior to all other available methods for the fair and efficient .

adjudication of this controversy since joinder of all members is impracticable_ Furthermore, a s

the damages suffered by individual Class members may he relatively small, the expense an d

burden of individual litigation make it impossible for members oi'the Class to individuall y

redress the wrongs done to them . 't'here will be no difficulty in the management of this action as

a class action.

FACTS

19. The Class Period begins on April 5, 2002 when the Company tiled its For m

I OKS13 for fiscal year ending December 31, 2001 ("Forn, I OKSB") . In the Form I OKSR, the

Company reported a net income of'$443,669 for fiscal year 2001 .

4

20 . The Form I OKSB included a Report of Independent Accountants issued b y

defendant J .H . Cohn which stated , in part:

We have audited the accompanying consolidated balance sheet of SEI .-l,113MARKETING, INC. AND SUBSIDIARY as of December 31, 2041, and the relatedconso lidated statements of income, changes in stockholders' equity and cash flows for theyears ended December 31, 2001 and 2000.

In our opinion, the consolidated financial statements referred to above present fairly, in

all material respects, the financial position of Sel-Lcb Marketing, Inc . and Subsidiary as

cif December 3 1, 2001, and their results of operations and cash flows for the years ended

December 31, 2001 and 2000, in conformiI .y with accounting principles generall y

accepted in the United States of America .

21 . The Form, I OKSB contained materially false and misleading financia l

information, particularly, that the Company did not earn $443,669 in fiscal 2001 as represente d

but in fact incurred a loss ol'approximatcly $1 .4 million for the year. This materially false and

misleading financial information was revealed two year :; later when the Company announced o n

February 24, 2004 that it had overstated is pre-tax earnings for fiscal year 2001 by $1 .8 million.

22, in an April 8, 2002 press release in which the Company reported its 200 1

financial results , defendant Markowitz issued glowingly optimistic expectations fur fiscal year

2002 :

We are pleased that we have been able to grow our earnings so substantially in what hasbeen a challenging environment for retail . . . Ilowever, we feel that many o f]ast year'sinitiatives will begin to generate strong revenue and earnings growth in 2002 . . . . Wehave never been more capable cif growing revenues and earnings than we are this year .

23 . This press release contained the following materially false and misleadin g

statements :

a. The Company had pre-tax earnings of $443,669 for fiscal 2001 when i n

fact it had incurred a Substantial loss for the year ;

b . The Company had not "grown" its earnings in 2001, but rather incurred a

loss for 2001 ;

c . The Company did not have any initiatives executed in 2001 that wer e

slated to "begin to generate strong revenue and earnings growth in 2002 . "

In fact, in 2002, the Company incurred an even greater pre-tax loss o f

approximately $3 .8 million ; and

d . At that line this press release was issued, Sel-l,eb was in fact not "more

capable ol`growing revenues and earnings" going into 2002 because th e

Company's business was stagnating .

24. On May 16, 2002 the Company issued a press release reporting pre-tax earning s

of $339,000 for the quarter ended March 31, 2002 . In this release, defendant Markowitz made

additional optimistic statements about the Company's prospects f'or fiscal year 2002 :

We believe that the strong financial results we generated in this quarter were helped bymany of the initiatives we began last year . . . We continued to generate strong growthi'rorn our existing and newly introduced product lines as well as from electronic mediasales. We believe that the company is stronger than it has ever been and that th etransitions we have initiated from the cosmetics business to our newer product linesposition us Ri r unprecedented growth .

The company currently anticipates that it will report record revenues liar its fiscal yearended December 31, 2002. (emphasis added) -

25 . This press release contained the following materially false and misleadin g.

statements :

a_ The Company was not generating "strong financial results. . . helped by

many of the initiatives we began last year, " but in fact was generatin g

losses for 2002 ;

h. The Company was not continuing to "generate strong growth" from it s

product lines but generating losses ;

The Company was not " stronger than it has ever been" as a result of th e

substantial losses incurred in 2001 and the losses being incurred in 2002 ;

and

d . Defendant Markowitz therefore had no reasonable factual basis to stat e

that the Company anticipates to "report record revenues for its fiscal year

ended December 31, 2002."

26 . On August 15, 2002, the Company issued a press release announcing pre-ta x

earnings (W$41 8,370 tier the six months ended June 30, 2002 . In this release , defendant

Markowitz stated :

"[wee are very pleased with the results of the first half and second quarter of 2002 .Revenues and profits continue on line to meet our goals f ,r the year . "

27 . The Company continued to issue optimistic statements regarding its prospects fo r

fiscal year 2002 . On September 13, 2002, Sel-Leb issued a press release in which the. Company :

reiterated its current belief that the Company is still on line to meet its, previouslyannounced goals for 2002 .

28 . On a November 18, 2002, the Company issued another press release forecastin g

positive results for fiscal year 2002.. In particular, the press release stated :

the Company ended up with a large backlog of orders as of the end of the period calling

for shipment in the fourth quarter rather than the third quarter . The Company has been

shipping these orders in the fourth quarter, which will result in a significant i ncrease in

the sales and earnings as compared to the fourth quarter o('200l _

I n Iotwithstanding the bankruptcy and financial difficulties of several of our majorcustomers, and overall sollness of the retail marketplace this year, based on the orders in

house for shipment in the fourth quarter, we expect to continue to show growth in bothgale ; and earnings. liar the fiscal year 2002 . (emphasis added )

THE TRUTH BEGINS TO. EMERGE

29, The glowing outlook liar liscal 2002 created by defendants throughout the year

began to dim when just one month later in a press release dated December 24, 2002, th e

Company suddenly announced :

that sales for the fourth quarter 2002 will be substantially lower than the revisedprojection previously issued by the Company . The Company stated that the combinationof a third party manufacturer's production problems of the new Annalia's Garden line,coupled with generally weak economic conditions which have been announced by manycustomers who have reported continuing downturns in their sales, and which alsoadversely affected the company, has contributed to total sales tcrr the quarter and fiscalyear being significantly lower than previously projected .

The production problems noted above, by themselves, caused the Company to missshipping orders during the fourth quarter totaling approximately $1 .5 million of orderswhich were already placed by customers and were in house . Since these orders were forthe Christmas selling season, they will not be shipped in any following period . TheCompany is currently working with the third party manufacturer in an attempt to resolvethese production problems . The Company does not expect this to affect its ongoingrelationship with its major customers .

30 . This disclosure occurred shortly after defendants filed their quarterly report fu r

the third quarter of 2002_ Buried in the quarterly report was the disclosure that Sel-Leb had bee n

required to renegotiate the terms of a $3 .8 credit facility with Merrill Lynch Business Financia l

Services , Inc . ("Merrill lynch") and to postpone its obligation to repay the $3 ,717,249

outstanding balance on the credit facility from October 31, 2002 to October 31, 2003 . Upon

information and belief, the Company had to renegotiate the ten s ofthe credit facility wit h

Merrill Lynch because it could not make the payment as required on October 31 , 2002 .

31 . On March 31, 2003, the Company filed a Form 12b-25 Notification of Late Filin g

8

which stated , in part :

It's presently anticipated that the linancial statements will he finalized, and the Form 10-KSB filed, on or before April 15, 2003 .

32. The Company failed to file its Dorm I O-KS13 fir fiscal 2002 by April 15, 2003 .

33 . Instead, on Apri121, 2003, the Company disclosed that .

because it has not filed its Forma 10-KSB fc)r the year ended December 31, 200 2 , asrequired. by NASDAQ Marketplace Rule 431 0(c)(14), the Company's securities aresubject to delisting from the NASDAQ Sinall Cap Market .

34. On May 16, 2003, the company disclosed in another Form 12h-25 that it is unabl e

to isle either a Form IOKSB for 2002 or a Form IOQSB for the first quarter of 2003 . For the firs t

time, the Company stated that its inability to timely file financial statements with the SEC is

"due to unforeseen difficulties in obtaining inl`or oration essential to these estiinatcw_" No

additional information was furnished by the Company other than this oblique statement .

35. In a press release issued on May 22, 2003, the C ompany disclosed that .

NASDAQ has notified the Company that it will be delisted from the Nasdaq SmallCapMarket with the opening of business on Friday, May 23, 2003 . After the Company hadfiled a request for a hearing before the Nasdaq Listing Qualifications Board, th eCompany determined it would still be unable to file its I 0-KSB for the year endedI)eceniber 31, 2002 and its first quarter 2003 10-QSB in the near term, due to the delay inreceiving pertinent information from an independent third party . . .

The delay in completion of this data is due to delays in the receipt of information I`rom anindependent third party, which is an integral and important part of the Company'soperations .

36. In a press release on July 24, 2003, the Company disclosed for the First time that i t

was not in compliance with certain net worth and cash flow covenants of its Merrill Lynch credi t

facility .

9

37, On October 15, 2003, the Company disclosed its credit facility with Merrill Lync h

had been terminated .

38 . finally, after months of'keeping investors in the dark , on February 24, 2004 th e

Company finally acknowledged that ,

a. It is in default under its Merrill Lynch loans due to lack of complianc e

with various covenants, rninirnunu net worth requirements, and failure t o

deliver financial statements to Merrill Lynch within the required tim e

frame;

h. Due to its substantially decreased sales and lack of funding, th e

Company's operations have been significantly curtailed, it has been unabl e

to acquire inventory, and vendors have refused to extend credit to the

Company. Consequently, the Company has had to accept the role of sale s

representative which has further deteriorated its sales ;

c. As a result of the Company's operational problems and default on th e

terms of the credit facility, Merrill Lynch has demanded that all delault s

be cured, or that all obligations he fully repaid by the close of busines s

February 23, 2004; and

d. The Company has been unable to satisfy the requirements oi' Merril l

Lynch or locate alternative financing . As a. result, Merrill Lynch ha d

advised the Company that it is exercising remedies available to it as a

secured lender and the exercise of such remedies by Merrill lynch has

caused the Company to cease active operations .

39 . The Company also disclosed that :

for the year ended December 31, 2002, management currently estimates a pre -tax loss ofapproximately $ 3 .8 million for such year . . .

40 . The $3 .8 million loss for fiscal 2002 was in. stark contrast to the $339,000 in pre-

tax earnings announced for the first quarter of fiscal 2002, and the $419,37(1 in pre -tax earning s

announced for the six months ended June 2002 .

41 . In addition to finally disclosing the truth about the Company's performance fo r

fiscal year 2002 and 2003, Sel-Leb also revealed that its reported net income for fiscal year 20 0

of $463,669 -- an amount certified by defendant J .l f . Cohn -- had to he restated downward by a

staggering $1 .8 million :

as a result of the accounting analysis done by the company in connection with the

preparation oi'its 2002 financial statements, management currently believes that its p

tax income (or the year ended December 3 1, 2001 should he revised downwai:dy

aroximate ly $ 1 .8 million . (emphasis added)

42. As now revealed, at all times during the Class Period, defendants issued

materially false and misleading financial statements and press releases concerning 4el-l .eh' s

revenues, income and earnings per share . The financial statements of the Company made durin g

the Class Period, all of which implicitly and/or expressly were prepared in conl'ormity wit h

generally accepted accounting principles (GAAP), were materially false and misleading because

the Company materially overstated its revenues , income and earnings .

43_ Throughout the Class Period, the Company issued numerous press re.lease :i

painting a rosy picture of the Company's financial performance in years 2001 and 2002 when in

fact the Company was incurring substantial losses during the Class Period .

44 . During the Class Period the Company specifically failed to disclose that ,

a . pre- tax earnings for Fiscal year 2001 were overstated by approximately

$1 .8 million;

h , the Company incurred a pro -tax loss of approximately $3 .$ million for

fiscal year 2002 ;

c . the Company was in default on the terms of the credit facility with Merril l

1,ynch; and

d . the Company's financial statements issued during the Class Period were

not prepared in accordance with GAAP and were therefore materially False

and misleading .

45 . Defendants were motivated to issue the materially false statements and concea l

the true Mate of the Company's deteriorating a!i iirs , in large part, to maintain the credit facility

with Merrill Lynch . Had Merrill Lynch discovered the adverse inlorniation about the Compan y

earlier, it would have called for termination of the credit facility immediately .

46. During the Class Period, Scl-Lob' s common stock traded as high as $4-00 pe r

share. As a result of its delisting and the disclosure of the true state of affairs of the Company ,

Sel-leb's shares have now become worthless.

FIRST CLAIM

Violation of Section 10(b) OfThe Exchange Act Against And Rule IOb (5

Promulgated Thereunder Against All Defendants

47 . Plaintiff repeats and realleges each and every allegation contained above as i f

fully set forth herein .

48 . During the Class Period, defendants carried out a plan, scheme and course o f

conduct which was intended to and, throughout the Class Period, did : (i) deceive the investing

public, including plaintiff and other Class members, as alleged heroin ; (ii) artificially inflate an d

12

maintain the market price of Scl-Len's securities ; and (iii) cause plaintiff and other members . of

the Class to purchase Sel-Leb's securities at artificially inl 'l aced prices _

49, Delendants (i) employed devices, schemes, and artifices to defraud ; (ii) mad e

untrue statements of`rnaterial fact and/or omitted to state material facts necessary to make th e

statements not misleading ; and (iii) engaged in acts, practices, and a course of business whic h

operated as a fraud and deceit upon the purchasers of the Company's securities in an effort t o

maintain artificially high market prices for Sel-Let 's securities in violation of Section I0(b) o f

the Exchange Act and Rule lOb-S. All defendants are sued either as primary participants in th e

wrongful and illegal conduct charged herein or as controlling persons as alleged below .

50- in addition to the duties of full disclosure imposed on defendants as a result of '

their making of affirmative statements and reports, or participation in the making of affirmativ e

statements and reports to the investing public, defendants had a duty to promptly disseminat e

truthful information that would he material to investors in compliance with the integrated

disclosure provisions of the SEC as embodied in SEC Regulation S-X (17 C .F.R . Sections

210 .01 ct seq .) and Regulation S-K (17 C.F.R. Sections 229 . 1() ct seq .) and other SEC

regulations, including accurate and lruthlul m!'ormation with respect to the Company' s

operations, financial condition and earnings so that the market price of the Company's securitie s

would be based on truthful, complete and accurate information . Defendants failed to do this .

51 . Defendants , individually and in concert, directly and indirectly , by the uSe, means

or instrumentalities of'intersta te commerce and/or ol'the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business,

operations and prospects of Scl-Leh as specified herein .

13

52. The individual defendants' primary liability, and controlling person liability ,

arises from the fact that : (i) they were high-level executives and directors at the Company durin g

the Class Period ; (ii) they, by virtue of their responsibilities and activities as senior officers an d

directors ofthe Company were privy to and participated in the creation , development an d

reporting of the Company's inter-nal budgets , plans , projections and/or reports ; (iii) they enjoyed

significant personal contact . familiarity and access to other members of the Company' s

management team, internal reports and other data. and informati on about the Company's finances,

operations . and sales at all relevant times ; and ( ) v) they were aware of the Company' s

dissemination of information to the investing public which they knew or recklessly disregarde d

was materially false and misleading . Defendant J .II . Cohn's liability arises from the fact that i t

was the auditor that certified Sei-l . .eh's financial statements that had to be restated .

53 . The defendants had actual knowledge of the misrepresentations and omissions o f

material lack set forth herein, or acted with reckless disregard for the truth in that they failed t o

ascertain and to disclose such facts, even though such facts were available to them . Such

material misrepresentations and/or omissions by defendants were done knowingly or recklessl y

and for the purpose and effect of concealing Sel-I,eb's operating condition and busines s

prospects from the investing public and supporting the artificially inflated price of its securitie s

As demonstrated by defendants' overstatements and misstatements ol.'the Company's business ,

operations and earnings throughout the Class Period, defendants, if they did not have actua l

knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtai n

such knowledge by deliberately refraining from taking those steps necessary to discover whethe r

those statements were false or misleading .

54 . The defendants were motivated to conceal the dete riorating status of th e

14

Company, among other things, in order maintain Sel-leb's credit facility with Merrill Lynch .

55 . As a result of the dissemination of the materially false and misleading irnlbrmatio n

and failure to disclose material facts, as set forth above , the market price ol'Sel-Lob' s securitie s

was artificially inflated during the Class Period . In ignorance of the fact that market prices of

Sol-Leh's publicly traded securities were artificially inflated, and relying directly or indirectly on

the false and misleading statements made by defendants, or upon the integrity of the market in

which the securities trade, and/or on the absence of material adverse information that was know n

to or recklessly disregarded by defendants but not disclosed in public statements by defendant s

during the Class Period , plaintiff and the other members of the C lass acquired Sel-Leb securities

during the Class Period at artificially high price ,, and were damaged thereby .

56. At the time of said misrepresentations and omissions, plaintifl ' and other members

ol'the C lass were ignorant ol'their falsity , and believed them to be true . Had plaintiff and th e

other members of the. Class and the marketplace known of the true financial condition an d

business prospects of Sel-l .eb . which were not disclosed by defendants, they would not hav e

purchased or otherwise acquired their Sel-i,eh securities, or, if they had acquired such securitie s

during the Class Period, they would not have done so at the artificially inflated prices which the y

paid .

57 . By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule l (lb-5 promulgated thereunder.

SECOND CLAI M

Violation Of Section 20(a) OfThe Exchange Act Against Defendants Harold Markowitz,

Paul Sharp, Jack Koegel and George Fischer

58 . Plaintiff repeats and realleges each and every allegation contained above a s, il-

15

fully set forth herein . Defendants Harold Markowitz, Paul Sharp, Jack Koegel and Georg e

Fischer acted as controlling persons ol`Sel-Leh within the meaning of Section 20(a) of th e

Exchange Act as alleged herein . By virtue of their high-level positions, and their ownership an d

contractual rights, participation in and/or awareness of the Company's operations and/or intimate

knowledge of the false fi nancial statements filed by the Company with the SEC' and disseminate d

to the investing public, defendants had the power to influence and control and did influence an d

control, directly or indirectly, the decision making of the Company, including the content an d

dissemination of the various statements which plaintiff contends are false and misleading .

59. The individual defendants were provided with or had unlimited access to copie s

of the Company's reports , press releases , public filings and other statements alleged by plaintiff

to be misleading prior to and/or shortly after these statements were issued and had the ability to

prevent the issuance of the statements or cause the statements to be corrected .

60 . In particular, the individual defendants had direct and supervisory involvement i n

the day-to-day operations of the Company and, therefore, are presumed to have had the power to

control or influence the particular transactions giving rise to the securities violations allege d

herein .

WHEREFORE, plaintiff prays for relief and judgment , as follows ,

A. Determining that this action is a proper class action, designating plaintiff as Lea d

Plaintiff and certifying plaintili'as a class representative under Rule 23 of the F ederal Rules o f

Civil Procedure and plaintiff's counsel as Lead C0ufsel ;

B . Awarding, compensatory damages in favor of'plaintiIi and the other Clas s

members against all defendants, jointly and severally, for all damages sustained as a result of

16

defendants' wrongdoing, in an amount to be proven at trial, including interest thereon ;

C. Awarding plaintiff and the Class their reasonable costs and expenses incurred i n

this action, including counsel fees and expert fees ; and

D. Such other and further relief a: the Court. may deerri just and proper .

JURY rfl(%j DEMANDED

Plaintiff hereby derxiand a trial by jury .

DA,TFI) : April 9, 2004

ZIMMERMAN , LEVI & KORSINSKY , LI P

By: . .-.1Can-Marc 71mmorman

226 St . Paul StreetWestfield, New Jersey 07090Tel: (908) 654-8000Fax: (908 ) 654-723 7

and

Eduard Korsinsk y39 Broadway, Suite 1400New York, New York 10006Tel : (212) 363-7500Fax : (212) 363-717 1

Attorneys for Plaintiff

17

04/05/2004 10 :06 7185077541 TONY PACE 02

CERTIFICATION OF KEY EQUITY INVESTORS . INC. PURSUANT TO FEDERALSECURITIES LAWS

I I . Key Equity Investors , Inc- has reviewed the compla int an d authorized its tiling .

2, Key Equity Investors, Inc, did not acquire the security that is the subject of this action at thedirection of plaintiffs counsel or in order to participate in this private action or any otherlitigation under the federal securities laws .

3 . Key Equity Investors , Inc . is willing to serve as a repre sentative party on behalf of a class,including providing testimony at deposition and trial , if necessary .

4. Key Equity Investors, Inc . will not accept any payment for serving as a ropresehtative party onbehalf of the class beyond its pro rata share of any recovery, except such reasonable costs andexpenses (including lost wages) directly relating to the representation of the class as ordered orapproved by the court

5 . Key Equity Investors , inc . has made no transaction{s} during the Class Period in the securitiesthat are the subject of this action except those set in Attachment A ;

6 .During the three years prior to the date of this Certification . Key Equity i nvestors, Inc, has notsought to serve of served As a representative party for a class in an action filed under the federalsecurities laws except if detailed below .

I declare under penalty of perjury that the foregoing is true and con-ect . Executed this SAb day Ofr ► 1 , 2004 .

(:Q",.,A, .IQNATU C+ C ! u,rt+ T u ut~ s ro+ -T Ar

lvarne : AN'TJ4()W 14VOIEN2.p Address : 92`' PL .

city: MlDOIEVk11t6E

Daytime Phone : 1 1 2 - 6 7 - 7 4 j _

Evening Phone : 719-Sol-754.1

11371state/zi p . M 1001€ Vt LI RGE4~

F mail, 'T4 NY , tE*EW &T 1TCoil

0410512004 10:06 7185077541 TONY PAGE 03

Attachment A

SELB Totals 45,470 70,026 0 .6505/19/2003 821 2,700 0 .3005/1612003 2,181 5,952 0 .3705/16/2003 695 1,800 0 .3905114/2003 411 1,000 0 .4105/13/2003 89 200 0 .4505/01/2003 1,972 4,374 0.4504/30/2003 531 1,300 0 .4 104/24/2003 298 700 0 .4304/23/2003 1,722 4,000 0 .4304/17/2003 1,071 2,000 0 .5404/0312003 1,283 2,400 0.5304/01/2003 281 600 0.4703/27/2003 1,031 1,700 0.6103120/2003 449 600 0.7503/1412003 143 200 0.7203/12/2003 1,091 1,500 0.7302/18/2003 1,171 2,000 0.5902/05/2003 1,311 2,000 0.660112812003 3,161 4,500 0,7012/27/2002 2,342 4,000 0 .5912126/2002 1,211 2,000 0 .6112/26/2002 986 1 ,500 0 .6612/1912002 4,732 6,000 0 .7 912/10/2002 2,036 2,500 0.8 11112512002 1,331 1,500 0 .891112112002 6,454 6,800 0.9511/20/2002 1,223 1,200 1 .021111812002 2,131 2,000 1 .0 711115/2002 2,251 2,000 1 .1 311/14/2002 1,061 1,000 1 .06