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To: SG who wrote (225)	6/23/1998 11:23:00 AM
From: HP	Respond to of 688

good morning folks... here we go. FIRST CAUSE OF ACTION (Intentional Breach of Fiduciary Duty) Against Defendant ATLANTIC PACIFIC; All of the Individual Defendants Except WOODS and BORETZ; and DOES 10-100 Plaintiffs hereby incorporate by reference paragraphs 1 through 82, inclusive. As directors, officers, employees and/or controlling shareholders of WWWC, the defendants expressly and/or impliedly owed and continue to owe WWWC and all of its shareholders an obligation of trust and confidence with respect to the corporate assets of WWWC. The defendants have engaged in the wrongful conduct, as set forth herein, in breach of and/or to aid and abet breaches of fiduciary duties owed to plaintiffs and the members of the Class. The defendants have intentionally abused their positions of trust, wasted corporate assets, and favored their own interests at the expense of plaintiffs. The defendants' conduct was not due to an honest error of judgement, but rather was due to the defendants' bad faith and was done intentionally or in reckless disregard of rights and interests of plaintiffs and the other members of the Class. As a direct and proximate result of the defendants' breaches of fiduciary duty and/or their aiding and abetting thereof, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknown at this time but believed to be in excess of $10,000,000, according to proof at trial. The wrongful acts of the defendants, and each of them, were done mailiciously, oppressively, and fraudulently, and plaintiffs are entitled to punitive and exemplary damages in an amount to be ascertained, according to proof, which is appropriate to punish or set an example of the defendants, and each of them. continued.....

To: SG who wrote (225)	6/23/1998 11:28:00 AM
From: HP	Respond to of 688

SECOND CAUSE OF ACTION (Negligent Breach of Fiduciary Duty) Against Defentant ATLANTIC PACIFIC' All of the Individual Defendants Except WOODS and BORETZ ; and DOES 10-100 Plaintiffs hereby incorporate by reference paragraphs 1 through 82, inclusive As directors, officeres, employees and/or controlling shareholders of WWWC, the defendants expressly and/or impliedlyowed and continue to owe WWWC and all of its shareholders an obligation of trust and confidence with respect to the corporate assets of WWWC. The defendants have engaged in the wrongul conduct alleged herein without exercising the reasonable or ordinary care which they owed to plaintiffs and the members of the Class, and have therefore negligently breached fiduciary duties owed to plaintiffs and the Class. As a direct and proximate result of the defendants' breaches of ficduciary duty, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknow at this time but believed to be in excess of $10,000,000, according to proof at trial. continued....

To: SG who wrote (225)	6/23/1998 11:33:00 AM
From: HP	Respond to of 688

THIRD CAUSE OF ACTION (Constructive Fraud) Against Defendant ATLANTIC PACIFIC' All of the Individual Defendants Except WOODS and BORETZ ; and DOES 10-100 Plaintiffs hereby incorporate by reference paragraphs 1 through 82, inclusive. A confidential relationship existed at all times herein mentioned between the defendants and the shareholders of WWWC, and also by virtue of the plaintiffs and the member of Class having placed confidence in the fidelity and integrity of the defendants and entrusting them with the operation of WWWC, including its assets, working capital and sharholders' equity. By the wrongful conduct alleged herein, the defendants, and each of them, abused the trust and confidence of the plaintiffs and the other members of the Class, in violation of their relationship of trust and confidence. Among other things, these defendants, and each of them, have committed misrepresentations to, and conealed material facts from , plaintiffs and the Class, upon which they justifiably relied, and thus have committed and/or aided and abetted contructive fraud. As a direct and proximate result of the defendants' breaches of ficduciary duty, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknow at this time but believed to be in excess of $10,000,000, according to proof at trial. continued......

To: SG who wrote (225)	6/23/1998 11:39:00 AM
From: HP	Respond to of 688

FOURTH CAUSE OF ACTION (Conspiracy to Defraud) Against All Defendants Plaintiff repeats and realleges paragraphs 1 through 82 as if fully set forth herein. Defendants, and each of them, knowingly and willfully conspired and agreed among themselves to defraud plaintiffs and the other members of the Class. Defendants did the acts and things alleged herein alleged pursuant to and in furtherance of the conspiracy and of the above alleged agreement. As a direct and proximate result of the acts alleged herein, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknown at theis time but believed to be in excess of $10,000,000, according to proof at trial. The wrongful acts of the defendants, and each of them, were done maliciously, oppressively, and fraudulently, and plaintiffs are entitled to punitive and exemplary damages in an amount to be ascertained, according to proof, which is appropriate to punish or set an example of the defendants, and each of them. continued......

To: SG who wrote (225)	6/23/1998 11:46:00 AM
From: HP	Respond to of 688

FIFTH CAUSE OF ACTION (Fraud and Deceit) Against All Defendants Plaintiff repeats and realleges paragraphs 1 through 82 as if fully set forth herein. Each of the defendants knowingly participated in making false and misleading statements to plaintiffs and the Class with the intent to defraud and induce reliance by plaintiffs and the Class. Each of the defendants also knowlingly participated in making promises to plaintiffs and the Class without any intention of performing such promises. In addition, each of the defendants knowinglyparticipated in the suppression of the true facts regarding their conspiracy and regarding WWWC, with the intent of defrauding and inducing reliance by plaintiffs and members of the Class. Plaintiffs and the other members of the Class, unaware of the defendants' fraudulent concealment of material facts, tendered monies for investment in WWWC in reasonable reliance upon the foregoing misrepresentations and proimises. As a direct and proximate result of the defendants' misrepresentations, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknown at this time but believed to be in excess of $10,000,000, according to proof at trial. The wrongful acts of the defendants, and each of them, were done maliciously, oppresively, and fraudulently, and with a consicous disregard for the rights of the investors, such that plaintiffs and the Class are entitled to punitive and exemplary damages in an amount to be ascertained, according to proof which is appropriate to punish or set an example of the defendants, and each of them. continued...

To: SG who wrote (225)	6/23/1998 11:48:00 AM
From: HP	Respond to of 688

SIXTH CAUSE OF ACTION (Accounting) Against all Defendants Plaintiff repeats and realleges paragraphs 1 through 82 as if fully set forth herein. As a result of the foregoing wrongful conduct, the defendants, and each of them, have received monies and corporate assets, the exact amount, description and value of which are unknown to plaintiffs and the Class at this time. The exact amount of monies, compensation, and other assets of the corporation received by the defendants, and each of them, as a result of the wrongful conduct, cannot be ascertained without an accounting of the books, records and receipts of the defendants, and each of them. continued....

To: SG who wrote (225)	6/23/1998 11:56:00 AM
From: HP	Respond to of 688

SEVENTH CAUSE OF ACTION (Violations of Cal. Corps Code SS25400 et seq. and 25500 et seq.) Against all Defendants Plaintiff repeats and realleges paragraphs 1 through 82 as if fully set forth herein. The stock transactions described above -- pursuant to which as much as $18million or more was raised from plaintiffs and the other members of the Class -- were made by means of communications which included one or more untrue statements of material fact and/or omitted to state material facts necessary in order to make the statements made in such communications, in the light of the circumstances under which they were made, not misleading. Plaintiffs are informed and believe and thereon allege that each of the Individual Defendants willfully participated and materially assisted in these wrongful acts and transactions. Plaintiffs and the members of the Class participated in those transactions in reasonable reliance on the defendants' untrue statements and omissions. As a direct and proximate result of the defendants' conduct, plaintiffs and the members of the Class have sustained and will continue to sustain injury and damages in a sum as yet unknown at this time but believed to be in excess of $10,000,000, according to proof at trial. Defendants are jointly and severally liable to plaintiffs as controlling persons, principal members of management, persons who materially assisted or aided and abetted in the subject wrongful transactions. As a result of the defendants' material misrepresentations and omissions, plaintiffs and the members of the Class are entitled to restitution and/or rescission of the investments described above and, as appropriate, before entry of judgement, will tender any consideration received in connection with these transactions. In lieu of rescission, plaintiffs are entitled to damages. continued......

To: SG who wrote (225)	6/23/1998 12:03:00 PM
From: HP	Read Replies (1) \| Respond to of 688

BASIS OF ALLEGATIONS Plaintiffs have alleged the foregoing on information and belief, based upon the investigation of thier counsel, which included an extensive review of documents and numerous interviews of persons with knowledge. Among other things, plaintiffs' counsel has obtained sworn affidavits from at least ten (10) witnesses supporting substantially all of the factual allegations set forth in this pleading including the declarations from Sherri Cuono, Peter G. Demos, Jr., Shelley Felix, Thomas H Ferneau, Edward Gallagher, Mara Hochman, Kain Johnson, and Richard Miller. Plaintiffs believe that substantial evidentiary support exists for all of the allegations in this complaint. PRAYER FOR RELIEF WHEREFORE, plaintiffs and the Class pray for judegement against defendants, and each of them, as follows: 1. Declaring this action to be a proper class action on behalf of the Class defined herein' 2. Awarding plaintiffs and the members of the Class compensatory and/or punitive damages, according to proof; 3. Awarding plaintiffs and the members of the Class prejudgement and post - judgement interest, as well as reasonable attorneys' fees, expert witness fees and other costs' 4. Declaring that defendants hold any property of (or misappropriated from ) WWWC in trust for the benefit of plaintiffs and the Class, and compelling defendants to convey any such property or assets currently in their possession; 5. Ordering the defendants to account for all monies owed to WWWC and the Class; 6. Granting such other relief as the Court deems just and proper. Respectfully submitted, LAW OFFICES OF JOHN N. ZARIAN JOHN N. ZARIAN