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Technology Stocks : TTRE (TTR Incorporated) -- Ignore unavailable to you. Want to Upgrade?

To: Sir Auric Goldfinger who wrote (63)	11/29/2000 11:56:04 PM
From: afrayem onigwecher	Read Replies (1) \| Respond to of 609

<Defendant STEPHEN N. WORTHINGTON aka AURIC GOLDFINGER>!!!!!! This is a complaint for securities fraud, defamation, violation of Washington's Consumer Protection Act, violation of Washington's Criminal Profiteering Act, violation of the Federal RICO statute, and intentional interference with a business expectancy. The claims arise out of the defendants' use of the Internet to disseminate false and defamatory information regarding plaintiffs. 2.4. Upon information and/or belief, the actual identity of the Defendant using the alias "Auric Goldfinger" in his communications over the Internet is Stephen N. Worthington residing in San Francisco, California. Upon information and/or belief, the actual identity of the Defendant using the alias Auric Goldfinger in his communications over the Internet is Stephen N. Worthington residing in San Francisco, California. "Goldshtinker,mPac it's no News the world knows who you are." ----------------------------------------------------------- IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF WASHINGTON AT SEATTLE ZIASUN TECHNOLOGIES, INC., a Nevada corporation, and ANTHONY L. TOBIN, Plaintiffs, vs. Defendant FLOYD D. SCHNEIDER aka ?FLODYIE;? STEPHEN N. WORTHINGTON aka ?AURIC GOLDFINGER;? TOM LIVIA aka ?REALMONEY;? PAUL HARARY aka ?TRADER14U;? MIKE MORELOCK aka ?CM BURNS;? DEFENDANT JOHN or JANE DOE 1 aka ?JJS64;? DEFENDANT JOHN or JANE DOE 2 aka ?GUS SIDERIS;? DEFENDANT JOHN or JANE DOE 3 aka ?ALPINE SLEUTH.? Defendants. No.: COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF AND JURY DEMAND I. PRELIMINARY STATEMENT 1.1. This is a complaint for securities fraud, defamation, violation of Washington's Consumer Protection Act, violation of Washington's Criminal Profiteering Act, violation of the Federal RICO statute, and intentional interference with a business expectancy. The claims arise out of the defendants' use of the Internet to disseminate false and defamatory information regarding plaintiffs. II. PARTIES 2.1 Plaintiff ZiaSun Technologies, Inc. is a Nevada corporation with United States headquarters in San Diego, California. 2.2 Plaintiff Anthony L. Tobin is the President of ZiaSun and an individual resident of Hong Kong. 2.3 Defendant Floyd D. Schneider is an individual residing in Saddle River, New Jersey. Defendant Schneider uses the alias ?flodyie? when communicating over the Internet. 2.4. Upon information and/or belief, the actual identity of the Defendant using the alias ?Auric Goldfinger? in his communications over the Internet is Stephen N. Worthington residing in San Francisco, California. 2.5 Upon information and/or belief, the actual identity of the Defendant using the alias ?realmoney? in his communications over the Internet is Tom Livia residing in Boca Raton, Florida. 2.6 Upon information and/or belief, the actual identity of the Defendant using the alias ?trader14u? in his communications over the Internet is Paul Harary residing in Boca Raton, California. 2.7 Upon information and/or belief, the actual identity of the Defendant using the alias ?C M Burns? in his communications over the Internet is Mike Morelock residing in Greenwood, Arkansas. 2.8 Defendant Doe 1 is an individual of unknown residency using the alias ?jjs64? in his communications over the Internet. 2.9 Defendant Doe 2 is an individual of unknown residency using the alias ?GUS SIDERIS? in his communications over the Internet. 2.10 Defendant Doe 3 is an individual of unknown residency using the alias ?Alpine Sleuth? in his communications over the Internet. III. BACKGROUND 3.1 Plaintiff ZiaSun Technologies, Inc. is an Internet related company providing services to consumers located primarily in Asia. Its business focuses on e-mail services, Internet advertising, investment research, online stock trading, and e-commerce operations management. Plaintiff Anthony L. Tobin is the President of ZiaSun. 3.2 ZiaSun is a publicly traded company traded on the OTC. The ZiaSun trading symbol is "ZSUN." 3.3 Silicon Investor is an online investor website. It is owned by Go2Net, Inc., a Washington corporation, with its principal place of business in Seattle, Washington. 3.4 The Silicon Investor website includes trading information, stock information and provides message boards for its members. 3.5 Members of Silicon Investor can post statements on the Silicon Investor message boards relating to specific stocks. ZiaSun is the subject of at least three Silicon Investor message boards. 3.6 Each member's posting is subject to the Silicon Investor Terms of Use Agreement, which each member must agree to before initiating membership. Under the Silicon Investor Terms of Use Agreement, each member agrees to submit to the personal jurisdiction of the State of Washington for any cause of action arising out of or relating to the service. 3.7 Beginning in the fall of 1998, Silicon Investor members began posting statements about ZiaSun on Silicon Investor message boards. 3.8 In November 1998, a cadre of individuals (?posters?) consisting of the defendants began using Silicon Investor's ZiaSun message boards for a defamatory campaign (?cybersmear?) against ZiaSun and ZiaSun officers and directors, including ZiaSun President, Anthony Tobin. The cybersmear campaign involved the defendants posting false and defamatory information about ZiaSun, ZiaSun officers and directors, and plaintiff Tobin. 3.9 The false information being disseminated by the defendants includes but is not limited to allegations of criminal behavior, involvement in pornography, improper financial interests, improper promotion techniques and dissemination of false corporate and misleading information to the public. The cybersmear campaign continues through the present day. 3.10 As a result of defendants' false statements, ZiaSun share prices have dropped substantially. Damage has directly resulted to the company, its investors and its officers and directors. 3.11 Upon information and/or belief, defendants' cybersmear campaign is intended to negatively impact ZiaSun stock prices to defendants' financial benefit. 3.12 Upon information and/or belief, defendants' are working in concert to drive ZiaSun stock prices down for the defendants' collective benefit. 3.13 Upon information and/or belief, defendants maintain ?short? positions in ZiaSun stock, and have a direct financial interest in driving ZiaSun share prices down. IV. JURISDICTION AND VENUE 4.1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. õ1331 because the district courts have original jurisdiction of all civil actions arising under the laws of the United States. 4.2. This Court has jurisdiction over the state law claims set forth herein pursuant to 28 U.S.C. õ 1367, which provides that when the District Court has original jurisdiction, the District Court shall have supplemental jurisdiction over all other claims that are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy. 4.3. This Court has specific personal jurisdiction over non-resident defendants pursuant to the Washington long arm statute, RCW õ 4.28.185 (1)(b), and the Due Process clause of the Fourteenth Amendment to the United States Constitution. By initiating activities within the State of Washington and consenting to judgment there, defendants have purposefully availed themselves of this Court's jurisdiction, the claims arise out of defendants' contacts within the state, and the exercise of jurisdiction is reasonable. 4.4. This jurisdictional district is a proper venue pursuant to 28 U.S.C. õ 1391(b)(2) because a substantial part of the events giving rise to the claims occurred in Seattle, Washington. V. FIRST CAUSE OF ACTION: SECURITIES FRAUD (17 C.F.R. õ240.106.5) 5.1 Paragraphs 1.1 through 4.4 are incorporated as if fully set forth herein. 5.2 The defendants posted misleading statements about plaintiffs ZiaSun and Anthony L. Tobin. 5.3 The statements disseminated by defendants include but are not limited to false allegations of criminal behavior, involvement in pornography, improper financial interests, improper promotion techniques, and dissemination of false and misleading company and other information to the public. 5.4 The statements disseminated by defendants were material because a reasonable investor would attach importance to them in determining his/her investment strategy with regards to ZiaSun stock. 5.5 Defendants' statements were made in connection with the purchase and/or sale of securities in the United States. 5.6 Defendants' statements were made with scienter because they were disseminated with the purpose of negatively impacting ZiaSun stock for defendants' own benefit. VI. SECOND CAUSE OF ACTION: SECURITIES FRAUD (RCW.21.20 ET SEQ.) 6.1 Paragraphs 1.1 through 5.6 are incorporated as if fully set forth herein. 6.2 Defendants were involved directly or indirectly in connection with the offer, sale or purchase of ZiaSun securities. 6.3 Defendants made untrue statements of material fact with regards to ZiaSun Technologies, Inc. and ZiaSun executives. 6.4 Defendants' statements were made in connection with the purchase and/or sale of securities. 6.5 Defendants are civilly liable under RCW õ21.20.430(2). VII. THIRD CAUSE OF ACTION: SECURITIES FRAUD (RCW 21.20.ET SEQ.) 7.1 Paragraphs 1.1 through 6.5 are incorporated as if fully set forth herein. 7.2 The statements disseminated by defendants on the Silicon Investor message boards were false and/or made with malicious intent. 7.3 The statements disseminated by defendants on the Silicon Investor message boards were unprivileged communications. 7.4 Defendants' dissemination of the statements on the Silicon Investor message boards was negligent and/or made with reckless disregard for the truth. 7.5 The statements disseminated by defendants on the Silicon Investor message boards caused substantial damages to plaintiffs. VIII. FOURTH CAUSE OF ACTION: WASHINGTON CONSUMER PROTECTION ACT VIOLATION (RCW 19.86.ET SEQ) 8.1 Paragraphs 1.1 through 7.5 are incorporated as if fully set forth herein. 8.2 Defendants' acts or practice of disseminating false and misleading statements on the Silicon Investor message boards are unfair or deceptive. 8.3 Defendants' dissemination of the false and misleading statements on the Silicon Investor message boards occurred in trade or commerce. 8.4 Defendants' dissemination of the false and misleading statements on the Silicon Investor message boards has a public interest impact. 8.5 Plaintiffs suffered injury to their business or property as a direct result of Defendants' dissemination of the false and misleading statements on the Silicon Investor message boards. 8.6 Plaintiffs' damages were caused by, and a direct result of, defendants' dissemination of the false and misleading statements on the Silicon Investor message boards. IX. FIFTH CAUSE OF ACTION: INTENTIONAL INTERFERENCE WITH BUSINESS EXPECTANCY 9.1 Paragraphs 1.1 through 8.6 are incorporated as if fully set forth herein. 9.2 Plaintiffs have, and have had, valid contractual business expectancies of which Defendants have, and have had, knowledge. 9.3 By disseminating the false and misleading statements on the Silicon Investor message boards, defendants intentionally interfered with plaintiffs contractual relationships and/or business expectancies, and induced or caused the breach or termination of those relationships and/or expectancies. 9.4 By disseminating the false and misleading statements on the Silicon Investor message boards, defendants interfered for an improper purpose and or used improper means. 9.5 Plaintiffs' damages are a direct result of defendants' conduct. X. SIXTH CAUSE OF ACTION: FEDERAL RICO (28 USC õ1962) 10.1 Paragraphs 1.1 through 9.5 are incorporated as if fully set forth herein. 10.2 Upon information and/or belief, defendants are part of an enterprise, working in concert for the same purpose. 10.3 Defendants' enterprise conducts its activities via the Internet, and affects interstate commerce. 10.4 Defendants are associated with the above-described enterprise. 10.5 Defendants participated either directly or indirectly in the conduct of the affairs of the enterprise. 10.5 Defendants participated in the commission of at least two racketeering acts. 10.6 By reason of defendants' acts set forth in Paragraphs 10.2 through 10.5, defendants have caused injury to plaintiffs' business or property. XI. SEVENTH CAUSE OF ACTION: WASHINGTON'S CRIMINAL PROFITEERING ACT (RCW 9A.82 ET SEQ) 11.1 Paragraphs 1.1 through 10.6 are incorporated as if fully set forth herein. 11.2 Plaintiffs sustained injury to their business and property by act of defendants' criminal profiteering that is a pattern of criminal profiteering. 11.3 Defendants' act of securities fraud is criminal profiteering under RCW õ9A.82.060(4). XII. EIGHTH CAUSE OF ACTION: INJUNCTIVE RELIEF (RCW õ7.4.ET SEQ.) 12.1 Paragraphs 1.1 through 11.3 are incorporated as if fully set forth herein. 12.2 Plaintiffs have clear legal and equitable rights which are being irreparably harmed by virtue of defendants' acts, as stated above. 12.3 By virtue of defendants' acts, as stated above, plaintiffs have a well grounded fear of immediate invasion of their legal and equitable rights. 12.4 Defendants' acts complained of are resulting in and will result in actual and substantial injury to plaintiffs for which there is no adequate remedy at law. 12.5 Plaintiffs' are entitled to a temporary and permanent injunction against each defendant, enjoining him from engaging in the acts set forth above. XIII. DAMAGES 13.1 Defendants' conduct directed at plaintiffs was malicious, willful, wanton, reckless, vexatious, oppressive, intentional, and/or in blatant disregard of the truth and/or safety and rights of others. Although subject to jurisdiction in Washington, each defendants' most significant relationship to the controversy exists in their respective home states. Plaintiffs are therefore entitled to an award of enhanced compensatory damages and punitive damages pursuant to the laws of each defendants' home state. 13.2 The effect of defendants' false and misleading statements on the Internet has resulted in direct harm to ZiaSun Technologies' reputation, share values, business relationships, contracts and dealings with others, in an amount to be proven at trial. 13.3 The effect of defendants' false and misleading statements has resulted in direct harm to Anthony L. Tobin's reputation, business relationships, contracts and dealings with others in an amount to be proven at trial. 13.4 The defendants, through their dissemination of false and misleading statements about plaintiffs, have improperly made significant profits, all of which should be disgorged. 13.5 Defendants, through their false and misleading statements about ZiaSun and Mr. Tobin, have caused plaintiffs to incur significant direct consequential damages, including attorney's fees, costs, employment time and other such damages in an amount to be proven at trial. WHEREFORE, Plaintiffs ZiaSun Technologies, Inc. and Anthony L. Tobin request that this Court grant the following relief: (a) Judgment for compensatory damages, together with interest thereon, at legal rate, plus additional and consequential damages, in an amount to be determined at trial; (b) Judgment for enhanced compensatory damages and punitive damages according to the law where each defendant's acts were undertaken; (c) Judgment for enhanced damages as authorized by R.C.W. 19.86 et seq; (d) Judgment for costs incurred herein, including attorneys' fees, to the fullest extent allowed by law; (d) Judgment to permanently enjoin the defendants from issuing malicious, false and misleading statements concerning plaintiffs; (e) Such other and legal and equitable relief as this court may deem just and equitable. RESPECTFULLY SUBMITTED this ____ day of June, 1999. WEISS, JENSEN, ELLIS & HOWARD __________________________________ Christopher H. Howard, WSBA# 11074 Brian L. Myers, WSBA# 14467 Patrick S. Pearce, WSBA# 20857 of Attorneys for Plaintiffs DEMAND FOR JURY Pursuant to Federal Rule of Civil Procedure 38, these plaintiffs demand trial on all issues pertaining to it in this matter be by a jury of six (6). DATED this ______ day of June, 1999. WEISS, JENSEN, ELLIS & HOWARD __________________________________ Christopher H. Howard, WSBA# 11074 Brian L. Myers, WSBA# 14467 Patrick S. Pearce, WSBA# 20857 of Attorneys for Plaintiffs

To: Sir Auric Goldfinger who wrote (63)	11/30/2000 5:50:38 PM
From: StockDung	Respond to of 609

Have some respect for the Lady you pig. LOL . It really says that afrayem is a babe in his/her profile on Yahoo. Wonder what the "B" stands for? Yahoo! ID: afrayem Real Name: bob jons Location: s c c a Age: 28 Marital Status: No Answer Sex: Female Occupation: b profiles.yahoo.com Then check this to confirm the spamming of TTRE on yahoo search.mb.yahoo.com

To: Sir Auric Goldfinger who wrote (63)	11/30/2000 10:10:25 PM
From: StockDung	Read Replies (1) \| Respond to of 609

Wonder if I can get a copy of the suit and scan it? "The WINEHOUSE ISLAND" tenkwizard.com W I T N E S S E T H WHEREAS, a dispute has arisen amongst the Parties in connection with the provision by K&D to TTR Inc. of certain services, which dispute resulted in certain claims brought by K&D (hereinafter, the "Complaint"), against the remaining Parties for, inter-alia, breach of contract; K&D's claims are fully set forth in Civil File No. CV-00472 filed on January 21, 2000, with the United States District Court for the Eastern District of New York (hereinafter, the "Complaint"); WHEREAS, each of TTR Inc., W&B and Winehouse, the named defendants in the Complaint, deny each and every claim and allegation set forth in the Complaint; WHEREAS, the parties desire to resolve all disputes amongst them on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the terms and conditions hereafter set forth, the parties agree hereafter as follows: 1. Exercise of Warrants issued to K&D. Reference is hereby made to the Warrant issued by TTR Inc. to K&D on July 29, 1999, to purchase up to an aggregate of 400,000 shares of TTR Inc. Common Stock, par value $0.01 (the "Common Stock"), on the terms and conditions set forth therein, including, without limitation, at an exercise price per share of $2.75 (hereinafter, the "Warrant"). Subject to the terms and conditions set forth herein and in consideration of the releases contained herein, without acknowledging any admittance of liability, TTR Inc. agrees that K&D shall be entitled to exercise the Warrants, on the terms and conditions set forth herein, including, without limitation, the payment of exercise price per share set forth in the Warrant, for 200,000 shares of Common Stock (as issued, the "Warrant Shares"). K&D agrees that, except as provided hereunder, K&D hereby waives any and all rights it may have under the Warrant, or any other agreement with the Company, relating to the exercise of the Warrant with respect to the remaining 200,000 shares of Common Stock. Except as otherwise expressly amended hereunder, the terms and conditions set forth in the Warrant shall continue to apply in full force and effect. All capitalized terms used herein shall, unless otherwise defined, have the meanings ascribed thereto in the Warrant. 2. Issuance of Stock Certificates. TTR Inc. and K&D agree that K&D' right under Section 1 above of this Agreement to exercise the Warrant Shares for an aggregate of 200,000 Warrant Shares shall be exercised by the issuance to K&D on the Closing (as hereinafter defined) of two (2) stock certificates containing standard restrictive legends, each certificate representing 100,000 Warrant Shares (each stock certificate shall hereinafter be referred to as a "Stock Certificate" and collectively the "Stock Certificates"). One Stock Certificate shall be deposited with Joel C. Schneider, of Sommer & Schneider LLP, 595 Stewart Avenue, Suite 710, Garden City New York 11530 (the "Schneider Escrow Agent") in escrow pursuant to Section 8 hereunder pending exercise of the Warrant for the Warrant Shares represented thereby and one stock certificate shall be deposited with Brounstein Aboudi Trustees Ltd., of 3 Gavish Street, K'Far Saba, Israel ("B&A Escrow Agent") in escrow pursuant to Section 8 hereunder pending exercise of the Warrant for the Warrant Shares represented thereby. 3. Exercise of the Stock Certificate held by Schneider Escrow Agent. Subject to the terms and conditions set forth herein, K&D shall be entitled to exercise the Warrant for the Warrant Shares represented by the Stock Certificate deposited with the Schneider Escrow Agent at any time immediately following Closing upon receipt by the Company and the Company's counsel, from Joel Schneider, Esq., of written confirmation (furnished by facsimile with an original to follow by overnight courier) that the amount of $275,000 (the "First Warrant Exercise Installment") has been wire-transferred to TTR Inc.'s bank account designated by the Company, together with the wiring bank's trace number (ftk) reference for such wire-transfer. Upon delivery of such confirmation and ftk number reference as provided above, the Schneider Escrow Agent shall be entitled to release to K&D the Stock Certificate deposited with the Schneider Escrow Agent. Under no circumstance may the Schneider Escrow Agent release the Stock Certificate held by him to K&D prior to delivery of the confirmation and the stk number reference as provided above. 4. Exercise of the Stock Certificate held by the B&A Escrow Agent. Subject to the terms and conditions set forth herein, K&D shall be entitled to exercise the Warrant for the Warrant Shares represented by the Stock Certificate deposited with the B&A Escrow Agent at any time immediately following Closing upon receipt by the Company of $275,000 (the "Second Warrant Exercise Installment") AND the satisfaction of the Release Conditions. For the purposes of this Agreement, the term "Release Conditions" shall mean , (i) completion by K&D of coverage of TTR Inc. on the Website stockrocket.com, which coverage shall continue for not less than a consecutive ninety (90) days but the condition shall be satisfied upon such coverage continuing for a consecutive 30 day period and (ii) the confirmation in writing by the Schneider Escrow Agent to the B&A Escrow Agent of the payment by K&D to stockreporter.com of an aggregate of $108,000, provided, however, that, K&D's obligation to make such payment is subject to the condition that for a period of consecutive ten (10) business days following the effectiveness of TTR Inc.'s registration statement filed on Form S-1 relating to certain shares held by stockholders (including the Warrant Shares) through the 30th day following such effectiveness the per share sale price at which TTR Inc.'s publicly traded Common Stock trades in the over-the-counter market (OTC) shall equal or exceed $5.50,. If the per share sale price does not close at or exceed the price designated above for the period specified above, then K&D shall have no obligation to make such payment to stockreporter.com. Under no circumstance shall the B&A Escrow Agent be required to transfer to K&D the Stock Certificate deposited with it until the receipt by B&A of the Second Warrant Exercise Installment and the satisfaction of the Release Conditions. 5. Registration Rights K&D understands that the Company is in the process of filing with the Securities and Exchange Commission a registration statement under the Securities Act relating to certain Company securities held by certain Company shareholders or the holders of certain rights in 2 Company securities, (the "Registration Statement"). That Registration Statement is being filed pursuant to the terms of registration rights granted to certain investors (the "Investors"). The Company shall include the Warrant Shares in the Registration Statement filed on behalf of such Investors. The Company Shall notify Joel Schneider, Esq., on behalf of K&D, of the effectiveness of such registration statement, if any, within 24 of the commencement of such effectiveness; the Company understands that that the provision of such notice to Joel Schneider, Esq., on behalf of K&D, is a material term for K&D. 6. Closing. The Closing shall take place on February 17, 2000 or such other subsequent date acceptable to the parties (the "Closing"). At the Closing, TTR Inc. shall deliver by facsimile a signed copy of this Agreement. K&D shall deliver by facsimile a (i) signed copy of this Agreement, (ii) the Warrant instrument with the notation "VOID" written across the face thereof and (iii) a Notice of Dismissal with prejudice and without costs in accordance with the Federal Rules of Civil Procedure dismissing the Complaint properly executed by K&D, with the originally signed notice being forwarded by messenger or courier on the Closing date to an address forwarded to the Escrow Agent.. TTR Inc. shall instruct its stock transfer agent to forward to each of the Schnieder Escrow Agent and the B&A Escrow Agent a Stock Certificate.7. Release. (a) Upon the due execution of this Agreement by all of the parties hereto and the issuance by TTR Inc. of the two Stock Certificates, K&D (and its officers, directors, employees, shareholders, attorneys for this matter, agents, successors, personal representatives and assigns) hereby absolutely and unconditionally waive, release and forever discharge each of the Companies, W&B and Winehouse, and their respective affiliates, officers, directors, shareholders, employees, agents, attorneys, insurers, successors, heirs and assigns, from any claims, demands, obligations, liabilities, rights, causes of action and damages, whether liquidated or unliquidated, absolute or contingent, known or unknown, arising prior to or concurrent with the date hereof including specifically, but without limiting the generality of the foregoing, claims relating to or arising as a result of any allegation set forth in the Complaint and any and all claims that K&D could have asserted against any of the Companies, W&B or Winehouse. (b) In consideration of the releases in Section 7 (a) above, each of Companies, W&B and Winehouse (and each of their respective officers, directors, employees, shareholders, attorneys, agents, heirs, successors, executors, personal representatives and assigns) does hereby absolutely and unconditionally waive, release and forever discharge K&D and its affiliates, officers, directors, shareholders, employees, agents, attorneys in this matter, insurers, successors and assigns, from any claims, demands, obligations, liabilities, rights, causes of action and damages, whether liquidated or unliquidated, absolute or contingent, known or unknown, arising prior to or concurrent with the date hereof.8. Stipulation of Dismissal Concurrently with the due execution of this Agreement by all the parties hereto, K&D shall take all action necessary to dismiss the Complaint with Prejudice and without costs. The delivery to TTR Inc. of a Notice of Dismissal with prejudice and without costs dismissing the Complaint shall be a condition precedent to K&D's exercise of any of its rights under the Warrant. This Agreement shall not be filed with the Court. 9. Provision relating to each of the Schnieder Escrow Agent and the B&A Escrow Agent 3 (a) The Escrow Agents herein, in their actions pursuant to this Agreement, shall be fully protected in every reasonable exercise of its discretion and shall have no obligation hereunder either to any of the other Parties herein, except as expressly set forth herein. The Escrow Agents may rely upon any instrument or writing believed by them to be genuine and sufficient and properly and shall not be liable or responsible for any action taken or omitted in accordance with the provisions hereof. The Escrow Agents shall not be liable or responsible for any act they may do or omit to do in the exercise of reasonable care. (b) The Escrow Agents shall hold the Stock Certificates without compensation as a stakeholder only. The Escrow Agents are not and shall not be deemed to be a trustee for any party for any purpose and are merely acting as depository and in a ministerial capacity hereunder with the limited duties herein described. The Escrow Agents shall have no obligation to anyone to invest any of the deposited shares. (c) The duties and obligations of the Escrow Agents shall be determined solely by the express provisions of this Agreement and the Escrow Agents shall not be responsible except for the performance of such duties and obligations as are specifically set out in this Agreement. (d) The Escrow Agents shall not be responsible in any manner whatsoever for any failure or inability of TTR Inc. to deliver Stock Certificates to the Escrow Agents or otherwise to honor any of the provisions of this Agreement. (e) Each of the Companies, K&D, Winehouse and W&B, jointly and severally, agrees to indemnify the Escrow Agents and to hold them harmless against any loss, liability or expense incurred on its part arising out of or in connection with its acting as Escrow Agents under this Agreement, as well as the cost and expense of defending against any claim of liability. The Escrow Agents shall be entitled to consult with counsel of its choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 10. Confidentiality. The Parties hereby undertakes (i) to keep confidential and (ii) not to disclose to any party any and all matters relating to this Agreement, unless required by applicable law or relevant regulations. K&D acknowledges that TTR Inc. will file an executed copy of this Agreement and the dismissal order of the Court with the Securities and Exchange Commission in accordance with the requirements of the Securities Act of 1933, as amended and/or the Securities and Exchange Act of 1934. 11. Reliance and Complete Agreement. The parties acknowledge and agree that in the execution of this Agreement, neither has relied upon any representation by any party or attorney, except as expressly stated herein. Moreover, this Agreement shall represent the complete and entire agreement between the parties, to the exclusion of any and all other prior or concurrent terms, written or oral. No supplement, modification or waiver or termination of this Agreement or any provision hereof shall be binding unless executed in writing by the parties to be bound thereby. 12. Headings. Section and subsection headings are not to be considered part of this Agreement and are included solely for convenience and are not intended to be full or accurate descriptions of the content thereof. 4 13. Successors and Assigns. Except as otherwise provided in this Agreement, all the terms and provisions of this Agreement shall be upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.15. Governing Law; Forum 15.1 This Agreement, its validity, construction and effect shall be governed by and construed under the laws of the State of New York. All disputes, controversies, differences or questions arising out of or relating to this Agreement, or to the validity, interpretation, breach, violation or term thereof, will be finally and solely determined and settled by an arbitrator in New York, mutually agreed upon or appointed by the Parties. 15.2 Such arbitrator shall not be bound by the rules of evidence or civil procedure but shall give written reasons for any decision. The signing of this Agreement constitutes a an agreement to arbitrate under Article 75 of the New York Civil Practice Law and Rules. 15.3 The arbitrator shall be authorized to render interim decisions and partial verdicts and shall have the right to issue verdicts whether of law or compromise. 15.4 In the absence of agreement between the Parties either shall have the right to apply to American Arbitration Association, New York Office to appoint an arbitrator to act in accordance with the provisions set out in this section 15. 16. Representation. Each Party acknowledges that they have had the opportunity to consult with legal counsel respecting this Agreement. Each person executing this Agreement on behalf of a corporation hereby represents and warrants that he has been authorized to do so by all necessary corporate action. 5 17. Non-Disparagement. None of the Parties(and their representatives, successors, agents or respective officers, directors, employees, agents, attorneys, insurers, successors and assigns) shall disparage the other Parties hereto or their businesses. IN WITNESS WHEREOF, each of the parties has set forth its/ his signature as of the date first written above. K&D Equities Inc. . TTR Technologies, Inc. By: /s/ Steven DeVoss By: /s/ Marc D. Tokayer ------------------------------- ---------------------------------- Title: President Title: President/s/ Isaac Winehouse ----------------------------------- Isaac Winehouse TTR Technologies Ltd. By: /s/ Marc D. Tokayer ---------------------------------- Title: President Wall & Broad Equities Inc. Brounstein Aboudi Trustees Ltd. By: /s/ Isaac Winehouse By: /s/ David Aboudi ------------------------------- ---------------------------------- Title: President/s/ Joel Schneider----------------------------------- Joel Schneider, as Escrow Agent 6

To: Sir Auric Goldfinger who wrote (63)	12/1/2000 8:42:00 AM
From: StockDung	Read Replies (1) \| Respond to of 609

Auric, what do you know about Josephthal & Co., Inc? Seems like the kind of Chop Shop business week had discribed? TTR INC filed this 10-K on 03/30/2000. 10.1 Financial Consulting Agreement with Josephthal & Co., Inc.(4) tenkwizard.com ================================================= stockpatrol.com JOSEPHTHAL – SELLING BUT NOT TELLING What happens when a brokerage firm owns, or controls, a significant portion of a company’s public float? Just what must the brokers tell their customers when that firm decides to liquidate its position? These problems routinely confront brokerage firms who have underwritten relatively small public offerings and continue to make a market in the shares of such companies in order to support the stock. What is the potential for abuse in such situations? NASD Regulation identified at least one area of concern on January 20, 2000, when it announced that a complaint had been filed against Josephthal & Co., and three of its top executives, charging fraud and unfair business practices. According to the NASD complaint, Josephthal, a New York based brokerage firm, dumped almost 1 million shares of a Nasdaq Small Cap company on the public without making proper disclosure to the purchasing customers. According to the NASD, Josephthal engineered a major sales campaign in May 1996 in order to dispose of its inventory of VictorMaxx shares. Josephthal, which underwrote the Victormaxx IPO, was a major market-maker in that Company’s stock, accumulating substantial positions in its inventory, and suffering losses on those shares of $3 to $4 million. The NASD alleges that Josephthal’s Chief Executive Officer, Dan Purjes; Managing Director of Capital Markets, Paul Fitzgerald; and former Senior Managing Director for Equity Marketing, Matthew I. Balk, then concocted a scheme to cut the firm’s losses by selling Josepthal’s VictorMaxx position to the public. Apparently, the Josephthal sales force had shown little interest in recommending VictorMaxx shares to their customers after the IPO. This all changed, according to the NASD, when Josephthal offered to pay its brokers extremely high commissions on sales of VictorMaxx stock – those commissions would equal about 29% of each sale. That apparently did the trick. During the 10 business days between May 17 and May 31, 1996 the Josephthal brokers sold almost 1 million shares to 400 customers at an average price of $2.10 a share. Once this extraordinary sales effort was completed, and Josephthal had cleared its inventory position, VictorMaxx shares began their descent, dropping to less than one dollar within one month. By late 1996 the shares were trading at lows of 1 cent. In October 1996 the shares no longer met Nasdaq listing criteria and were delisted from the Nasdaq Small Cap Market. What were Josephthal’s customers told about VictorMaxx while they were gobbling up the firm’s inventory? Not enough, according to the NASD. Josephthal, which continued to make a market in the shares throughout the sales campaign, never told its customers that it was dumping almost 36% of the Company’s stock on an unsuspecting public or that its sales force was receiving an extraordinarily high sales credit for their aggressive efforts. Of course, if customers had known those facts, would they ever have purchased the shares? Should Josephthal have known better? The NASD reports that Josephthal and Purjes had settled a previous case alleging similar violations just days before the Victor Maxx scheme was perpetrated. How can investors protect themselves against falling victim to such schemes? A few thoughts. 1. Be skeptical if your regular broker suddenly recommends a stock aggressively, particularly if the broker refuses to take no for an answer. 2. Be wary of telemarketing brokers who want you to open an account at their firm so that you can participate in their firm’s new hot recommendation. 3. If you have never heard of a company before (or aren’t familiar with its business) ask the broker to send you written information about that company before you invest. Is it a "house stock" – a company that this particular brokerage firm recommends or focuses upon, but which has little following elsewhere? 4. Ask your broker to provide you with a schedule of his or her firm’s commission rates. Make sure that this also includes the amount of sales credit that the broker gets for selling stock that is held by the firm in its inventory. 5. Even if you know the firm’s commission rates, ask your broker what the sales credit will be on each transaction. If the broker declines to tell you, or suggests that he or she isn’t privy to that information, you might be best advised to walk away. 6. Review every purchase and sales confirmation to see how much you are paying in commissions or sales credits. Unfortunately, when you are purchasing stock from a firm’s inventory, the confirmation will generally not tell you how much the firm paid for those shares. So ask the broker. 7. Check out a company’s trading history. Is the broker pushing you to buy shares of a stock that has seen little activity previously? If so, ask why the stock has gained sudden attention. The sad reality is that, in the end, you may still be unable to determine whether a brokerage firm is scheming to dump shares on the public. Still, your best protection is to ask questions, and to insist on answers. Remember - Buyer be Wary! ©2000 Stock Patrol.com. All rights reserved. WE'RE BACK ON PATROL