Plaintif. - against - VERIFIED COUNTERCLAIMS SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MUTUAL BENEFITS OFFSHORE FUND,

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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MUTUAL BENEFITS OFFSHORE FUND, -against- Plaintif EMANUEL ZEL TSER, MARK ZEL TSER, STERNIK & ZELTSER, M.E. SELTSER P.C., ALEXANDER FISHKIN, INTEREL CORPORATION, and JOSEPH KAY, Defendants. STERNIK & ZEL TSER, AS TRUSTEE FOR THE ASSETS OF KA YLEY INVESTMENTS, LTD., AND JOSEPH KAY, C ounterc laim- P laintif, Index No /09 VERIFIED COUNTERCLAIMS - against - MUTUAL BENEFITS OFFSHORE FUND, LTD., - against - Counterclaim Defendants, CHRISTOPHER SAMUELSON, THE TEST TRUST, MUTUAL TRUST, KURT GUBLER, W. SHAUN DAVIS, PETER LOMBARDI, STEVEN K. STEINER A/K/A STEVEN STEINGER, THOMAS H. DAVIS, SHARON DAVIS, MUTUAL BENEFITS OFFSHORE FUND, INC., TRIANGLE INTERNATIONAL MANAGEMENT, LTD., MERIDIAN ASSET MANAGEMENT LTD.. INVESTARIT AG, HARNEYS CORPORATE SERVICES LTD., OFFSHORE INCORPORATIONS LIMITED, AMICORP CURACAO BV, AND JOHN DOES 1-10, Additional Counterclaim-Defendants.

2 COUNTERCLAIM PLAINTIFFS, STERNIK & ZEL TSER, as Trustee for the assets of Kayley Investments, Ltd., and JOSEPH KAY, upon personal knowledge as to themselves and upon information and belief as to all other matters, through their counsel, Mound Cotton Wollan and Greengrass, respectfully allege as follows: Summary of Claims 1. Plaintiff Sternik & Zeltser brings this action as the Trustee of the assets of Kay ley Investments, Ltd. ("Kayley") relating to Kayley's investment in Mutual Benefits Offshore Fund, Ltd. ("MBOF"), which was and is an offshore shell. Plaintiff is seeking to recover against the counterclaim-defendants damages inflicted upon Kayley and its assets by the fraudulent and criminal conduct of defendants through the period 2003 and continuing to the present. 2. Kayley was owned by a wealthy Georgian (former Soviet republic) investor, Arcady (Badri) Patarkatsishvil ("Badri"), who passed away on February 12,2008. Emanuel Zeltser and Sternik & Zeltser had been Badri' s personal lawyers for over 13 years. In December of 2006, pursuant to the instrctions ofbadri, all Kay1ey's assets pertaining to its investment in MBOF had been transferred in trust to Sternik & Zeltser as the Trustee. 3. From 2003 to the present, Defendants, acting in concert with one another, fraudulently induced Kayley and its principals to invest $15 milion in MBOF, which defendants subsequently "re-invested" in their related (de facto holding) company, Mutual Benefits Corp. ("MBC"), a viatical settlement or life settlement provider.! 4. MBC turned out to be one of the largest financial shams in history. In May of2004, it was shut down and placed into receivership, pursuant to the order of the U.S. District Court for the Southern District of Florida. (Securities and Exchange Commission v. Mutual Benefits Corp.,! A viatical or life settlement is an investment in which the investor purchases a right to receive the proceeds on a terminally il or elderly person's insurance policy when the insured dies. 2

3 et al. (U.S. District Court for the Southern District of Florida (Miami Division), Case Number: CIV-MORENO.)). A copy of the complaint is attached hereto and incorporated by reference. Kayley and its principals lost their entire investment. 5. Defendant Peter Lombardi, one of original creators ofmbof, is currently serving a 20 year jail sentence in connection with his activities in the MBC scheme in which 28,000 investors lost nearly a bilion dollars. 6. Together with Lombardi, in 2006, a number of other MBOFIMBC principals and associates plead guilty to securities fraud, conspiracy, mail fraud, wire fraud, tax evasion and money laundering and, in 2007, were sentenced to long jail terms. 7. The FBI 2006 financial crimes report states: "Over 28,000 investors worldwide were defrauded of approximately $956 milion by the principals of MBC, who misrepresented the investment and failed to disclose prior regulatory actions. Additionally, MBC falsified the life expectancies ofthe insured and paid kickbacks to physicians for signing fraudulent documents that were provided to investors. In October 2006, Peter Lombardi, former MBC President, pled guilty to securities fraud. As a par of his plea agreement, Lombardi has agreed to be responsible for $956 milion in restitution to the victim investors in this fraud." 8. In January of 2009, the U.S. Attorney's Offce for the Southern District of Florida and the FBI announced the indictment of MBOF key principal Steven Steiner, a/k/a Steven Steinger, and his brother Joel Steinger, a!a Joel Steiner and other individuals involved in MBOFIMBC venture on the charges of conspiracy, mail fraud, wire fraud, and money laundering pursuant to 18 U.S.C. 1341, 1343, 1349 and 1956(h). According to the 25-count Indictment, the Steiner 3

4 brothers, two of the founding principals ofmbc and ofmbof and their attorneys McNerney and Livoti, "paricipated in a wide-scale fraud involving the sale of these investments, falsely promising investors "safe" and "secure" investments when they knew that MBC had, among other things, improperly acquired policies, pressured doctors to rubber-stamp false life expectancy figures, and mismanaged escrowed premium funds in a "Ponzi" scheme fashion." 9. Kayley and Badri had become victims of this fraud in 2003, when they invested in MBOF IMBC a total of approximately $15 milion, as a result of fraudulent misrepresentations of MBOFIMBC principals. 10. MBOF and its curent principals have not been charged or prosecuted thus far, together with other MBOFIMBC associates, because Kayley, being the largest investor-shareholder in MBOF has never filed complaints with authorities, Being concerned solely with the recovery of their investment, Kayley and its principals succumbed to MBOF's remaining principals' requests not to file complaints with authorities or civil actions (which Shaun Davis, Christopher Samuelson, and other MBOF principals) feared could trigger their prosecution) - - upon assurances that MBOF's principals would cooperate with Kayley's principals and their legal counsel in every respect in their efforts to recover their investment and would surrender control over MBOF to Badri and his legal counsel, until Badri's investment is recovered. Hence MBOF, being a relatively small par of MBC's gargantuan fraud, escaped the law enforcement radar. 11. Upon information and belief, in late October or early November 2006 through 2007, MBOF's principals indeed reluctantly cooperated with Kayley's efforts to recover the funds lost due to MBOFIMBC's principals misconduct - - fearing legal actions against themselves and 4

5 potential criminal prosecution. However, the untimely death of Kayley's principal, Badri, emboldened them to attempt to regain control over Kayley's $15 million they once stole? Parties 12. Sternik & Zeltser is a New York law firm. Its principal, Emanuel Zeltser, is an attorney duly admitted to practice in the State of New York. Sternik & Zeltser is the trustee of the assets of Kayley invested in MBOF. Kayley is a corporation registered in Netherlands Anthills. As set forth heretofore, Kayley was owned by Badri, who passed away on Februar 12,2008. Emanuel Zeltser and Sternik & Zeltser had been Badri's personal lawyers for over 13 years. In December of 2006, pursuant to the instructions ofbadri, Kayley and all of its MBOF related assets had been transferred in trust to Sternik & Zeltser as the Trustee. 13. Joseph Kay ("Kay"), at all relevant times, was Badri's cousin and business partner and acted as Badri's agent for most of Badri's business affairs. Kay acted for Kayley, and together with Badri, was persuaded by Counterclaim Defendants to invest $15 millon in MBOFIMBC sham. 14. MBOF is a BVI offshore shell entity created in June 2002, by defendant Peter Lombardi ("Lombardi") and other former principals ofmbc, a Florida company, which tured out to be one of the largest financial frauds. MBOF and its principals acting in concert with one another and with other defendants, paricipated and continue to paricipate in frauds, conversion and other wrongs practiced upon the counterclaim-plaintiff as alleged heretofore and hereinafter. 15. Upon information and belief, Christopher Samuelson, is a Swiss national and acts as 2 MBOF's principals also capitalized on another "opportune" circumstance, which came within weeks of Badri's passing: the arrest of Emanuel Zeltser, Esq., by the Byelorussian KGB, which held Mr. Zeltser political hostage for over 15 months before releasing him amidst the world outrage, pressure from Members of the U.S. Congress, U.S. Deparment of State and calls of world leaders and international human rights organizations. 5

6 "trustee" and nominal "principal" of a myriad of offshore trusts and shell entities around the world. Upon information and belief, Samuelson has been a subject of multiple high profile money laundering investigations. Samuelson, acting in concert with other defendants, paricipated and continues to paricipate in frauds, conversion and other wrongs practiced upon the counterclaim-plaintiff as alleged heretofore and hereinafter. Presently, Samuelson purports to be MBOF's "escrow agent" who has been "authorized" to take legal actions on behalf ofmbof. 16. Upon information and belief, Kurt Gubler ("Gubler") is a Swiss national, a friend and a parner of Samuelson, and acting in concert with Samuelson and other defendants, who participated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. Presently, Gubler purports to be MBOF's "escrow agent" who has been "authorized" to take legal actions on behalf ofmbof, 17. Triangle International Management, Ltd. ("Triangle") is the "manager ofmbof." Upon information and belief, it is a BVI company incorporated on January 29, All of the capital stock of Triangle International Management Ltd. is owned by defendants Steven Steiner, an MBOFIMBC principal (who was indicted earlier this year for fraud upon investors, securities fraud and money laundering.) and Meridian Asset Management Ltd. Triangle's address is registered at the same address as Harneys Corporate Services Limited. Upon information and belief, Triangle and its principals paricipated and continues to participate in frauds, conversion and other wrongs practiced upon the counterclaim plaintiff as alleged heretofore and hereinafter Investarit AG ("Investarit") is a Swiss company located in Zurich. Upon information and belief, it paricipated and continues to paricipate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 19. Hareys Corporate Services Ltd. ("Hareys") is a provider of offshore corporations and 6

7 trust services, registered in the British Virgin Islands and Anguila. Upon information and belief, Hareys paricipated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 20. Offshore Incorporations Limited provides "offshore service" and forms offshore shell entities worldwide. Upon information and belief, it participated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 21. The Test Trust is an offshore entity created by Chris Samuelson. Upon information and belief, it paricipated and continues to paricipate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 22. Steven Steiner, a/k/a Steven Steinger ("Steiner") at all relevant times was MBC's vice president, and simultaneously acted as MBOF's vice president and director. In January of 2009, the U.S. Attorney's Offce for the Southern District of Florida and the FBI announced Steiner's indictment on the charges of conspiracy, mail fraud, wire fraud, and money laundering pursuant to 18 U.S.C. 1341, 1343, 1349 and 1956(h). Steiner, acting in concert with other defendants, participated in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 23. W. Shaun Davis ("Shaun Davis"), is a Bermuda national and the president ofmbof. Upon information and belief, Davis participated and continues to paricipate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 24. Upon information and belief, Meridian Asset Management Ltd. ("Meridian"), is another "management" entity for MBOF, Meridian is a Bermuda limited liability company whose principals are Shaun Davis and his brother Thomas H. Davis. Upon information and belief, 7

8 Meridian participated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 25. Upon information and belief, Thomas H. Davis ("T, Davis") is a brother of Shaun Davis. T. Davis is the Chairman and Chief Executive Officer of Meridian Group holding company, which owns Triangle together with Steven Steiner. Upon information and belief, T. Davis paricipated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 26. Upon information and belief, Sharon Davis ("S. Davis") is the Senior Vice President of Meridian Group worldwide. She serves as the company secretary. Upon information and belief, S. Davis participated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 27. Upon information and belief, Mutual Trust is a net of companies around the globe providing offshore trust and creates offshore corporations in "tax haven" jurisdictions. Upon information and belief, Mutual Trust paricipated and continues to participate in frauds, conversion and other wrongs practiced upon the plaintiff as alleged heretofore and hereinafter. 28. Upon information and belief, Amicorp Curacao BV ("Amicorp") is a Curacao company. It provides "offshore service", forms offshore corporations, and its principals act as nominees for these corporations. At all relevant times, Amicorp and its principals acted and continue to act as Kayley's nominal "directors." Upon information and belief, Amicorp paricipated and continues to participate in frauds, conversion, and other wrongs practiced upon plaintiff as alleged heretofore and hereinafter. Statement of Facts 29. MBOF is a BVI offshore shell entity created in June 2002, by Lombardi and other former 8

9 principals of MBC, a criminal enterprise shut down by the Securities and Exchange Commission and the FBI. 30. MBOF was created as MBC's offshore appendage and, since its inception, was de facto controlled by MBC principals and acted as its offshore hand-puppet and alter ego, and paricipated in MBC's and its principals' frauds upon investors, including Kayley. 31. MBOF's offering statement shows that "the establishment, offering and organizational expenses ofmbof were paid by MBC" and that MBOF "wil rely on Mutual Benefits Corp. to enter into viatical settlement or life settlement contracts with viators identified by Mutual Benefit Corporation brokers...". 32. Lombardi personally held MBOF funds (i.e., Kayley's funds) "in escrow." 33. A number of directors ofmbc simultaneously served as directors ofmbof, including: Daniel C. Goldman, MBC's vice president and general counsel, simultaneously acted as MBOF's director; Steven K. Steiner, MBC's vice president, simultaneously acted as MBOF's vice president and director. 34. Steven Steiner is a brother of two other MBC principals, Joel Steiner and Les Steigner. SEC complaint in Securities and Exchange Commission v. MBC., et ai, states: (Steven J Steiner is listed as vice president of MBC in corporate filings in various states, which represents, among other things, that Steiner "participates in decision making processes that stand to affect (MBC'sJ long-term corporate operations." Steiner has described himself in meetings with investors and sales agents as an "owner" ofmbc. * * * 9

10 In connection with the offer and sale ofmbc's securities, Defendants (Steiner and others J made numerous material representations to prospective and current investors that they knew, or were reckless in not knowing, were false or misleading, and knowingly or recklessly failed to disclose material information to investors about, among other things, the viators' life expectancies, insurance premium escrow deficiencies, "guaranteed" fixed rates of return, the Steingers' background as well as payments to them, and the safety and security of the investments; Since a date unkown but since at least August 1996 through present, Defendants MBC, J. Steinger,1. Steinger, Lombardi and (Steven) Steiner, directly and indirectly, by use of the means and instrumentality of interstate commerce... engaged in acts, practices and courses of business which have operated as a fraud upon the purchasers of such securities. 35. The names ofmbof and MBC have been purposely made similarly sounding, in order to confuse and mislead the investors as to the real identity of the entity in which investors placed their funds and to enable the MBOFIMBC principals to easily substitute the entities for one another. * * * 36. In early 2003, Samuelson met with Badri and Joseph Kay and solicited $15 milion investment in MBOF for subsequent reinvestment in MBC. Samuelson held himself out to be one ofmbof's and MBC's principals having "intimate" relationship with MBC's principal Peter Lombardi and all other principals of these entities. Samuelson assured Kayley and its principals that their investment is "absolutely safe" and that they wil "at least double" their investment in 2-3 years. 37. In soliciting Kayley's investment in MBOF, Samuelson used MBC's fraudulent materials 10

11 These materials misrepresented the investment and failed to disclose prior regulatory actions, Additionally, MBC falsified the life expectancies of the insured and paid kickbacks to physicians for signing fraudulent documents that were provided to investors. 38. Subsequently, Kayley's principals met and communicate with Shaun Davis, MBOF president, who re-iterated Samuelson's sales pitch and further assured Kayley's principals that their investment is "100% safe." Davis explained that MBOF was created by MBC and, for all practical purposes, is MBC's affliate and subsidiary, and fuher that Lombardi and other MBC's principals are on the board ofmbof, which assures MBOF of being "special" in terms of availing itself of the "best products MBC may offer." 39. In March of2003, Kayley and Badri, relying upon MBOF/MBC's fraudulent materials and misrepresentations of Samuelson, Davis and other MBOFIMBC's principals invested $15 milion in MBOFIMBC scam. 40. In March 2004, the Securities and Exchange Commission sued Mutual Benefits Corp. and its principals, Joel Steinger a/k/a Joel Steiner, Leslie Steinger a!a Leslie Steiner, and Peter Lombardi for multiple violations of the US securities laws. (SEC v. MBC, et al. (US District Cour for the Southern District of Florida (Miami Division), Case Number: CIV- MORENO.)) 41. On May 4, 2004, MBC was shut down by the FBI and SEC and placed in receivership pursuant to an Order of the U.S. District Court for the Southern District of Florida. 42. In furtherance of their fraud upon Kayley and Badri, after MBC's collapse defendants made further false representations, assuring Kayley and Badri that they were unaware of MBC's fraud. However, as the investigations by the FBI, SEC, IRS and the U.S. Attorney's offce progressed, and new indictments and guilty pleas ofmbofimbc principals surfaced, it became 11

12 apparent that MBOF and its principals participated in MBC's frauds and crimes, including their fraud upon Kayley and Badri. 43. In the latter part of2006, counsel for Kayley wared MBOF's principals that Kayley and Badri contemplated fiing a RICO action against them for fraud, conversion and damages they caused Kayley and Badri by violating Federal criminal statutes (including securities fraud and money laundering.) Defendants Samuelson, Shaun Davis and others begged not to file this action, fearing that it may trigger their criminal prosecutions in the U.S. and elsewhere. 44. Because Kayley's and Badri's assets had been nominally vested in MBOF, its principals agreed to relinquish control over MBOF to Kayley and Badri and their attorneys, until Kayley's and Badri's investment is fully recovered, and further agreed to cooperate with Kayley, Badri, and Joseph Kay and their attorneys in every respect in order to recover Kayley's and Badri's investment. 45. In late 2006 and through 2007, Samuelson, Davis and others in fact cooperated with Kayley and its counsel, Emanuel Zeltser and Alexander Fishkin. To that end, Shaun Davis, inter alia, forwarded a letter to the MBC Receiver requesting the Receiver to "communicate directly with (Kayley's counsel) Mr. Zeltser andlor his designee on all matters relating to the (Mutual Benefits Offshore) Fund", and took other actions to assure that control over MBOF is vested onto Kayley. 46. Using Badri's passing in February 2008 and Mr. Zeltser's unlawful detention by the Byelorussian KGB, Davis, Samuelson and other MBOF principals essentially hijacked MBOF - - used by them as an instrument of fraud in in order to re-embezzle Kayley's $15 milion. 47. On or about February 12,2009, Samuelson and Davis purported to revoke 12

13 Sternik & Zeltser's authority as escrow agent for the funds recovered by Sternik & Zeltser and appointing Samuelson and Gubler the "escrow agents." Samuelson, on behalf ofmbof, commenced this action against Sternik & Zeltser and other parties, seeking to regain control of Kayley's assets, which are vested in Sternik & Zeltser. 48. Upon information and belief, Samuelson and Davis are using the Counterclaim-Plaintift funds, which they unlawfully collect in order to underwite expenses and legal fees related to this litigation and make other disbursements ofthe funds belonging to the Counterclaim-Plaintiff. AS AND FOR THE FIRST CAUSE OF ACTION: FRAUD 49. Counterclaim-Plaintiff repeats, restates and realleges the allegations contained in the foregoing paragraphs as if set forth fully herein. 50. As set forth above, Counterclaim-Defendants have made false representations to Kayley and its principals. 51. The false representations made by the Counterclaim-Defendants were material. 52. Defendants knew or should have known of the falsity of their representations at the time such were made. 53. Counterclaim-Defendants intended for the Kayley's principals to rely upon their false representations. 54. Kayley's principals were ignorant to the falsity of the Counterclaim-Defendants' representations. 55. As intended by the Counterclaim Defendants, Kayley's principals justifiably relied upon the Counterclaim-Defendants' false representations. 56. As a result of the Counterclaim-Defendants' frauds, Plaintiff has suffered financial harm, the extent of which is stil being ascertained but in no event less than $20 millon. 13

14 AS AND FOR THE SECOND CAUSE OF ACTION: CONVERSION. 57. Counterclaim-Plaintiff repeats, restates and realleges the allegations contained in the foregoing paragraphs as if set forth fully herein. 58. By reason of the Counterclaim-Defendants' unlawful conduct heretofore alleged, Counterclaim-Defendants converted and continue to convert Plaintiffs' assets. 59. As set forth above Counterclaim-Defendants, without authority assumed and exercised, and stil continue to exercise, the right of ownership over monies and property belonging to the Counterclaim-Plaintiff to the exclusion of the latter. 60. By reason of the foregoing acts of conversion, the Counterclaim-Plaintiff has sustained damages in a precise amount to be determined at trial, but believed to be in excess of $17,000, AS AND FOR THE FORTH CAUSE OF ACTION: UNJUST ENRICHMENT 61. Counterclaim-Plaintiff repeats, restates and realleges the allegations contained in the foregoing paragraphs as if set forth fully herein. 62. By reason of the foregoing, the Counterclaim-Plaintiff conferred a benefit upon the Counterclaim-Defendants insofar as Counterclaim Defendants are now holding and receiving Counterclaim- Plaintift s assets. 63. Counterclaim-Defendants knew of the conferring of the benefit by the Plaintiffs. 64. Counterclaim-Defendants' acceptance and retention of the benefit under circumstances renders it inequitable for the Counterclaim-Defendants to retain the benefit without paying for its value. AS AND FOR THE FIFTH CAUSE OF ACTION: CONSTRUCTIVE TRUST 14

15 65. Counterclaim-Plaintiff repeats, restates and realleges the allegations contained in the foregoing paragraphs as if set forth fully herein. 66. As set forth above, in addition to unjustly emiching themselves at the Counterclaim- Plaintift expense, the Counterclaim-Defendants engaged in actual and/or constructive fraud. 67. Counterclaim-Defendants have received and continue to receive benefits from Counterclaim-Plaintifts investment in MBOF without paying the Counterclaim-Plaintiff its fair value of approximately $12,000,000, 68. Counterclaim-Defendants have been key participants in the MBC fraud and are known to create multiple entities with same or similar names in order to defraud investors and convert fuds and properties and concealing same by a web of their offshore entities. 69. By reason of the foregoing constructive trust should be imposed upon the Counterclaim Defendants money and property. AS AND FOR THE FIFTH CAUSE OF ACTION: PERMANENT INJUCTION 70. Counterclaim-Plaintiff repeats, restates and realleges the allegations contained in the foregoing paragraphs as if set forth fully herein. 71. All Counterclaim-Defendants are offshore entities and non-us persons. 72. Counterclaim-Defendants are in the business of forming offshore entities and "trusts" in order to conceal and secrete the origin and beneficial ownership of assets. 73. Based on the actions by the Counterclaim-Defendants and considering the nature of their business, Counterclaim-Plaintiff seeks a permanent injunction against each of the Defendants enjoining them from further transferring, liquidating and using Counterclaim-Plaintiff s property. 74. Counterclaim-Plaintiff wil suffer irreparable injury if a permanent injunction is not 15

16 granted because Defendants will transfer, secrete and dissipate the Counterclaim- Plaintift s assets. 75. Given the Counterclaim-Defendants background, and their actions as alleged heretofore, no remedy in law wil adequately protect Counterclaim-Plaintiff against the Counterclaim- Defendants' actions. 76. Principles of equity requires that Counterclaim-Defendants are permanently enjoined from transferring, liquidating or using Counterclaim-Plaintiff s property. 77. Based on the foregoing and as a result of Counterclaim-Defendants' acts, Counterclaim- Plaintiff has been injured in its money and property in an amount to be determined at trial but no less than $20 millon. 16

17 WHEREFORE, Plaintiffs demand the Judgment against each and every delèndant as follows: 12. Counterclaim plaintiff seeks: (a) to recover damages for the counterclaim-defendants fraud and conversion; (b) declaratory judgment declaring that Steriik & Zeltser is the sale legal owner of the assets related to Kayley's investment in MBOF in 2003 pursuant to the transfer of MBOF related assets into Sternik & Zeltser as Tnistee; (c) temporary and permanent injunction against all defendants and their counsel, enjoining the defendants from using any of the assets at issue, which are or they may come into their possession, for any purposes whatsoever, including payments ofjegal fees and expenses related to this action; and (d) trial by jury is requested on all counts. BY:~/~ Michali R~ K'obl~ Sara F. Lieberman Attomeys for Defendants and MOUND COTTON,,~ & GREENGRASS Countercl aim-plaintif One Battery Park Plaza New York, NY (2 I 2) By: STERNK & ZEL TSER /.,.j..).' C:.i:.-t1/~,.' L2!f) u'''k,n /L~--- i Emanuel Zeltser, Esq. 119 West 72 Street #229 New York, NY (212)

18 TO: BUTZEL LONG P.C. Martin Russo, Esq. 380 Madison Avenue, 22nd Floor New York, New York (212)

19 VERIFICATION EMANUEL ZELTSER, an attorney duly admitted in New York, affrms under the penalty of perjury as follows: I am the principal of STERNIK & ZELTSER and am authorized to make this verification on behalf of STERNIK & ZELTSER, AS TRUSTEE FOR THE ASSETS OF KAYLEY INVESTMENTS, LTD. I have read the foregoing COUNTERCLAIMS and know the contents thereof, and state that they are true to the best of my knowledge, information, and belief. Duly affrmed on August 20, 2009 in, "., JkffJ.' J'!(V EMANÚEL ZELTSER

20 VERIFICATION JOSEPH KAY, affrms under the penalty of perjury as follows: I have read the foregoing COUNTERCLAIMS and know the contents thereof, and state that they are true to the best of my knowledge, information, and belief. I make this verification in the form of affrmation in lieu of affdavit because I am traveling in Europe and have no ready access to a notary public. JOSEPH c:ll KAY,~' '-- Duly affrmed on August 20,