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To: ColleenB who wrote (43677)	9/18/2000 1:15:04 PM
From: Howard C.	Respond to of 43774

I've always wondered if people like these defendants learn this stuff in school, or just have an inherent talent for this sort of thing, should it be so proven. It must be quite an accomplishment, in the midst of the greatest prosperity this country has ever seen, to instead of participating in said prosperity via legitimate enterprises, to instead spend one's time and effort in such schemes...should it be so proven. Kind of boggles the mind, at least mine. The term "low class" keeps coming to mind. IMO.

To: ColleenB who wrote (43677)	9/18/2000 1:40:01 PM
From: ColleenB	Respond to of 43774

page 20... 52. Of course, Corporate Attorney, Halperin, did have a duty to those aforesaid Corporations and their Shareholders. A reasonably prudent Counsel would have investigated the absence of a Corporate Resolution and/or a agreement of sale from Matrix, and should have questioned why there was no consideration for the transfer of control of Purewater, a desirable and sought after "public shell" with a viable patent. Further, he should not have tendered his Opinion Letter to effect the transfer of Purewater shares with the "Affiliate" legend on each certificate without contacting Matrix, should have effected the exchange of two million (2,000,000) free-trading shares (with a $2.00US per share guarantee) and, indeed, should not have taken illegal and unwarranted steps to prevent the sale of Matrix's remaining Purewater shares especially when, after the blatant theft of the delivered control shares, Matrix became a Minority Shareholder to be protected. Matrix never received notice of any Special Meeting of the Board of Directors, or any Special Meeting of Shareholders so that it might vote or institute Derivative Action, or merely protect its interest. A letter to Defendant, Halperin, is attached hereto as Exhibit "H", and Defendant, Halperin's response thereto is also attached hereto as Exhibit "I" and by reference thereto both are incorporated herein as a part hereof. 53. At all times hereto relevant, Defendant, Halperin, failed to meet the standards of his duty to use the care and skill ordinarily used by reputable members of the legal profession under similar circumstances and to use reasonable diligence and his best judgment in the exercise of his professional skill and application of professional learning, and thereby was negligent because of his respective failures to perform those duties of diligence and care incumbent upon the Corporate Attorney.

To: ColleenB who wrote (43677)	9/18/2000 1:43:53 PM
From: ColleenB	Read Replies (1) \| Respond to of 43774

page 21... 54. At all times hereto relevant, these above-named Defendants, and each of them, knew, or should have known, that they owed their particular professional fiduciary duty of due care in their position of trust to the Corporation and its Shareholders. In committing the acts and omissions herein complained of, these above-named Defendants, and each of them, acted in a violation of their respective professional duties and with a reckless disregard to the loss, damage and harm which was likely to be suffered by the plaintiffs, and each of them, as a proximate result or readily foreseeable consequence fo their conduct. 55. As a direct and proximate result or readily foreseeable consequence of their said acts and omissions of the above-named Defendants, and each of them, as hereinabove alleged Plaintiffs, and each of them, has necessarily and reasonably incurred and accrued costs and expenses attempting to mitigate damages and effect the sale of the remaining shares, the continuing change of market price of salable shares and the recovery of the converted shares delivered to Defendant, John Schmitz, in good faith, in an amount according to proof and would be entitled to these compensatory damages together with such other damages as the Court may deem to be just, reasonable and proper. RESCISSION AND RESTITUTION [ALL DEFENDANTS] 56. Plaintiffs incorporate by reference Paragraphs 1 through 55, inclusive, and make the same a part hereof as though set forth verbatim herein.