UNITED STATES DISTRICT COURT
                   DISTRICT OF SOUTH CAROLINA

-----------------------------------x
                                   :
PRISCILLA NEELY, Individually and  :    CIVIL ACTION
on Behalf Of All Others            :    NO. [99-CV-00088]
Similarly Situated,                :    [filed Jan. 11, 1999]
                                   :
                   Plaintiff,      :
    v.                             :
                                   :
DATASTREAM SYSTEMS, INC., LARRY    :
BLACKWELL, and DANIEL CHRISTIE,    :
                                   :
                   Defendants.     :
                                   :
-----------------------------------x


                   COMPLAINT FOR VIOLATIONS OF
               THE SECURITIES EXCHANGE ACT OF 1934


         Plaintiff on her own behalf and on behalf of all others

similarly situated, for her complaint against defendants, alleges

as follows:

                       NATURE OF THE ACTION

         1.   This action is brought on behalf of plaintiff and

all other persons, other than defendants and their affiliates, who

purchased common stock of defendant Datastream Systems, Inc.

("Datastream" or the "Company") during the period from April 1,

1998 through October 20, 1998, inclusive (the "Class Period"), and

who sustained damage in connection with those transactions.  During

the Class Period, in violation of the federal securities laws, the

defendants knowingly or recklessly made, caused or permitted to be

made misrepresentations of material fact and/or omitted material

facts necessary to make statements that were made not misleading

with regard to the Company's financial position and operating

performance.  This conduct operated to artificially inflate the

market price of Datastream stock during the Class Period, thereby

damaging plaintiff and the Class, who purchased the Company's stock

relying on the market price thereof to accurately reflect its true

value.  As a result of defendants' misconduct, the market price of

Datastream stock traded for as much as $27 per share during the

Class Period.  On October 20, on revelation of some of the truth,

the price fell to below $11 per share.

         2.   In the beginning of 1998, Datastream was

experiencing declining sales growth and rising expenses. 

Defendants covered up these adverse facts, and reported inflated

earnings so that defendants could (1) continue to tout Datastream

as a growing company, and (2) carry out a $71 million public

offering in which defendant Larry Blackwell personally tried to

sell over $10 million worth of Datastream stock (that offering

ultimately failed to go forward).

         3.   Defendants' scheme to conceal declining sales growth

and inflate materially Datastream's earnings was twofold.  First,

defendants began an acquisition spree, and then improperly took

huge "one-time" charges in violation of generally accepted

accounting procedures.  Second, beginning not later than the

quarter ended June 30, 1998,  defendants materially understated

operating costs by improperly capitalizing some expenses, rather

than properly expensing them in the period in which they were

incurred, in violation of generally accepted accounting principles

("GAAP").  For example, defendants improperly capitalized

approximately $850,000 in marketing/advertising expenses incurred

in the June 30, 1998 quarter, resulting in a 42% boost to

Datastream's reported operating income that quarter.  Defendants

thus artificially inflated operating income by at least $850,000,

from $1.984 million to $2.834 million.

                      JURISDICTION AND VENUE

         4.   Jurisdiction exists pursuant to §27 of the

Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. §78aa,

and 28 U.S.C. §1331.  The claims asserted arise under §§10(b) and

20(a) of the Exchange Act, 15 U.S.C. §§78j(b), 78t(a) and Rule 10b-

5.

         5.   Venue is proper in this District pursuant to §27 of

the Exchange Act and 28 U.S.C. §1391(b).  Many of the acts giving

rise to the violations complained of occurred in this District.

                           THE PARTIES

         6.   Plaintiff Priscilla Neely purchased shares of

Datastream common stock during the Class Period as follows:

                                 Number
           Date                 of Shares           Price

         06/28/98                 1,000           $ 20.375

         06/29/98                 2,300             20.250

         06/29/98 (IRA Acct.)     1,000             20.250

         06/30/98                 1,000             19.874

         07/23/98                   500             14.000

         7.   Defendant Datastream has its executive offices at 50

Datastream Plaza, Greenville, South Carolina.  Datastream stock

trades in an efficient market on the NASDAQ National Market System.

Datastream describes itself as a leading provider of computerized

maintenance management systems and enterprise asset management

systems, which are intended to improve factory efficiency.  It has

offices or distributors in twenty-two nations and sells software

products in fifteen languages.

         8.   Defendant Larry Blackwell ("Blackwell") is, and at

all relevant times has been, Chief Executive Officer and Chairman

of the Board of Directors of Datastream.

         9.   Defendant Daniel Christie is, and all relevant times

has been, Chief Financial Officer of Datastream.

                 CONTROLLING PERSON ALLEGATIONS

         10.  Defendants Blackwell and Christie (the "Individual

Defendants"), by reason of their executive and Board positions,

were controlling persons of Datastream during the Class Period and

had the power and influence, which they exercised, to cause

Datastream to engage in the conduct complained of.

         11.  During the Class Period, each Individual Defendant

occupied a position that made him privy to non-public information

concerning Datastream.  Because of this access, each of these

defendants knew the adverse material facts specified herein and

that those facts were being concealed or misrepresented.

         12.  Each of the defendants is liable for making false

and misleading statements and for willfully or recklessly

participating in a fraudulent scheme and course of business that

operated as a fraud on purchasers of Datastream stock and damaged

Class members in violation of the federal securities laws.  All of

the defendants pursued a common goal, i.e., inflating the price of

Datastream stock by making false and misleading statements and

concealing material adverse information.  The scheme and course of

business was designed to and did:  (i) deceive the investing

public, including plaintiff and other Class members; (ii)

artificially inflate the price of Datastream stock during the Class

Period; and (iii) cause plaintiff and the other members of the

Class to purchase Datastream stock at inflated prices.

         13.  Each defendant had the opportunity to commit and

participate in the violations of law described herein.  The

Individual Defendants were top officers and directors of Datastream

and they controlled its press releases, corporate reports, SEC

filings, and communications with analysts.  Thus, the defendants

controlled the public dissemination of, and could conceal and

misrepresent, the information about Datastream's business and

finances that reached the public and inflated the price of

Datastream's stock.

                     CLASS ACTION ALLEGATIONS

         14.  Plaintiff brings this action as a class action

pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

Procedure on behalf of a class (the "Class") consisting of all

persons who purchased Datastream common stock during the period

April 1 through October 20, 1998, inclusive.  Excluded from the

Class are the defendants herein, members of the immediate families

of the Individual Defendants, any entity in which any defendant has

a controlling interest, and the legal affiliates, representatives,

heirs, controlling persons, successors, and predecessors in

interest or assigns of any such excluded party.

         15.  Because more than 19 million shares of the Company's

common stock were outstanding and because the Company's common

stock was actively traded on the NASDAQ during the Class Period,

the members of the Class are so numerous that joinder of all

members is impracticable.  While the exact number of Class members

can only be determined by appropriate discovery, plaintiff believes

that Class members number at least in the hundreds and that they

are geographically dispersed.  

         16.  Plaintiff's claims are typical of the claims of the

members of the Class because plaintiff and all of the Class members

sustained damages arising out of the defendants' wrongful conduct

complained of herein.

         17.  Plaintiff will fairly and adequately protect the

interests of the Class members and has retained counsel who are

experienced and competent in class and securities litigation. 

Plaintiff has no interest which is contrary to or in conflict with

those of the members of the Class plaintiff seeks to represent.

         18.  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, as the

damages suffered by individual members of the Class may be

relatively small, the expense and burden of individual litigation

make it impossible for the members of the Class individually to

redress the wrongs done to them.  There will be no difficulty in

the management of this action as a class action.

         19.  Questions of law and fact common to the members of

the Class predominate over any questions which may affect only

individual members in that defendants have acted on grounds

generally applicable to the entire Class.  Among the questions of

law and fact common to the Class are:

              (a)  Whether the federal securities laws were

violated by defendants' acts as alleged herein;

              (b)  Whether the Company's publicly disseminated

releases and statements during the Class Period omitted and/or

misrepresented material facts and whether defendants breached any

duty to convey material facts or to correct material facts

previously disseminated;

              (c)  Whether defendants participated in and pursued

the common course of conduct complained of;

              (d)  Whether the defendants acted willfully and/or

recklessly in omitting and/or misrepresenting material facts;

              (e)  Whether the market price of Datastream common

stock during the Class Period was artificially inflated due to the

material nondisclosures and/or misrepresentations complained of

herein; and

              (f)  Whether the members of the Class have sustained

damages and, if so, what is the appropriate measure of damages.

Generally Accepted Accounting Principles

         20.  "Generally accepted accounting principles," or GAAP,

is a term of art used to refer to financial statements prepared

through application of financial principles published by the

American Institute of Certified Public Accountants (AICPA).  See 1

AICPA Professional Standards, AU §411.  Regulations S-X of the SEC

state, "Financial statements filed with the Commission which are

not prepared in accordance with generally accepted accounting

principles will be presumed to be misleading or inaccurate, despite

footnote or other disclosures, unless the Commission has otherwise

provided."  17 C.F.R. §210.4-01(a)(1).

         21.  In Datastream's 1997 Report on Form 10-K filed with

the SEC on March 31, 1998, Datastream and its auditor stated that

Datastream's financial statements were in conformity with GAAP. 

The Company never updated this statement, so investors were led to

believe that all of Datastream's subsequent financial statements

also were prepared in conformity with generally accepted accounting

principles.

         22.  GAAP mandates that "the costs of intangibles

purchased from others for use in research and development

activities and that have alternative future uses (in research and

development projects or otherwise) shall be capitalized and

amortized as intangible assets."  Financial Accounting Standards

Board Statement 2, §11(c).  There is a narrow exception to this

statement, applicable only where assets are acquired, and where

costs are properly assigned to a particular research and

development project that is being abandoned.  "[C]osts assigned to

assets to be used in a particular research and development project

and that have no alternative future use should be charged to

expense at the date of consummation of the combination."  As

explained below, defendants caused Datastream to improperly write

off acquisition costs, especially research and development costs,

that were substantially greater than could plausibly be attributed

to the fair market value of the assets that were determined to be

worthless to Datastream.

         23.  In addition, Datastream changed its accounting

practice with respect to marketing costs in the middle of the Class

Period.  Prior to the second quarter of 1998, Datastream accounted

for marketing costs as an expense in the quarter in which the

expenses were incurred.  Beginning in the second quarter,

defendants caused Datastream to capitalize some of these costs,

thereby reducing quarterly reported expenses and increasing

quarterly reported income.  This practice violated GAAP and

deceived investors.

                         BACKGROUND FACTS

         24.  Datastream first offered common stock to the public

in July 1995.  Datastream was able to report a consistent upward

trend in total revenue earnings through the four quarters of 1997,

as follows:

                                             1 9 9 7

                                 Q1        Q2        Q3        Q4  

     Total Revenue            $14,682   $16,814   $17,400   $20,872

     Net Income                 1,978     2,601     2,976     3,883

     Income Per Share             .11       .14       .15       .19


         25.  On January 27, 1998, defendants caused Datastream to

issue a press release touting the fourth quarter results as marking

"the 22nd consecutive quarter of record revenues."

         26.  However, the level of total revenue and net income

achieved in 1997 was not sustainable.  Defendants were aware that

a decrease in reported earnings, and especially in reported income

excluding one-time charges, would cause a decline in Datastream's

stock price.

         27.  To avoid a decline in stock price, defendants caused

Datastream to embark on a costly program of acquisition, coupled

with excessive writeoffs, so that expenses that should properly

have been reported as operating costs could be hidden within one-

time charges.

The Class Period Begins

         28.  On April 1, 1998, defendants caused Datastream to

issue the following in a press release:

         GREENVILLE, SC (April 1, 1998) - Datastream
         Systems, Inc. (Nasdaq: DSTM) a leading provider of
         computerized maintenance management systems (CMMS),
         announced today that it has acquired Insta
         Instandhaltung Technischer Anlagen GmbH (Insta), a
         leading European provider of CMMS headquartered in
         Munich, Germany, effective March 31, 1998.

         Under the terms of the agreement, Datastream has
         acquired all of the outstanding shares of capital
         stock of Insta for approximately $7 million of
         consideration, 62.5% of which will be paid in cash
         and 37.5% in stock.  The transaction will be
         accounted for as a purchase.  Datastream will incur
         a one time write-off of approximately $4 million to
         $6 million in its fiscal first quarter for
         acquisition related costs, in-process R&D write
         off, and other restructuring costs.  Insta had
         annual revenues and profits for the year ended
         December 31, 1997 of approximately USD $5.3 million
         and $475,000, respectively.

         "We continue to view the European market as an
         attractive market for growth given the broad-based
         European migration to client/server platforms,
         pervasive Year 2000 issues, and increased demand
         for mission critical software products in Europe,"
         stated Larry Blackwell, president and CEO of
         Datastream Systems, Inc.  "This acquisition
         continues our strategy, initiated with the purchase
         of SQL Systems Group at the end of 1996, of
         acquiring distribution, products, and skilled
         personnel in key European markets.  As the leading
         provider of maintenance software in Germany with
         over 1400 installations, Insta establishes
         Datastream as the clear European market leader, a
         position which represents a solid foundation for
         sales of our low- and mid-tier Germanic-based
         products."

         Additionally, Insta's Enterprise Resource Planning
         (ERP) integration capabilities represent an
         important knowledge base for us to leverage as we
         increase our focus on ERP integration," continued
         Mr. Blackwell.  "Given these factors and the proven
         success of the similar SQL Systems acquisition, we
         believe that this transaction represents a value
         enhancing event for shareholders."

         "The merger of Insta with Datastream will enable
         Insta to focus on expanding its customer base
         within Germany, Austria and Switzerland," said
         Michael Hartmann, founder and president of Insta. 
         "Many of our customers in Germany have plants or
         facilities located in other countries.  Aligning
         ourselves with a multinational company such as
         Datastream gives us a mechanism to service the
         worldwide operations of the large, prominent German
         firms that typify our customer base," continued
         Hartmann.

         29.  This press release was false and misleading because:

              (a)  it failed to disclose that the announced write-

off would be greater than that permitted by GAAP; and

              (b)  it failed to disclose that the transaction was

intended to artificially inflate Datastream's earnings by

permitting costs of operations to be hidden inside the one-time

writeoff.

         30.  On April 23, 1998, defendants caused Datastream to

issue the following press release, purporting to describe first

quarter results:

         Total revenues for the quarter ended March 31, 1998
         were $20.1 million, a 37 percent increase from
         $14.7 million in the first quarter of 1997. 
         Software sales rose 20 percent to $7.4 million,
         consulting services rose 55 percent to $9.0
         million, and technical support rose 38 percent to
         $3.8 million from the same quarter a year ago.

         Net income in the first quarter was $3.4 million
         before the one-time charges related to the
         acquisition of Insta, GmbH on March 31, 1998. 
         Excluding the charges, first quarter net income
         increased 70 percent from $2.0 million in the same
         quarter of 1997.

         Diluted earnings per share for the quarter, before
         the acquisition-related charges, were $.17 based on
         20.25 million weighted average shares, a gain of 55
         percent from $.11 per share based on 18.77 million
         weighted average shares in the first quarter of
         1997.

         One-time charges associated with the acquisition of
         Insta, GmbH include write-offs of $2.5 million for
         in-process research and development and $598,000
         for certain assets rendered obsolete through the
         acquisition of software technology.  Accounting for
         the charges, Datastream reported net income of
         $237,000 or $.01 per diluted share in the first
         quarter of 1998.

         Our results were in line with expectations," said
         Larry Blackwell, Datastream's President and CEO. 
         "Client/server sales showed strong annual growth,
         MP2 Professional for Microsoft Access was released
         ahead of schedule, and we completed the acquisition
         of Insta, the market leader in Germany."

                            *    *    *

         "On April 1, 1998 we announced the acquisition of
         Insta, GmbH, located in Munich, Germany," continued
         Blackwell.  "This addition continues the strategy
         initiated with the acquisition of SQL Group to
         build a presence in key markets through combination
         with established companies that have quality
         products and skilled personnel."

         31.  This press release was materially misleading for the

following reasons:

              (a)  It failed to disclose that the one-time

writeoff was greater than GAAP permits, and included costs that

should not properly be accounted for as "in process research and

development;" and

              (b)  It failed to disclose that one purpose of the

announced merger was to increase Datastream's reported earnings

from operations in the current and immediate future quarters,

through the mechanism of improper allocation of expenses to a one-

time charge.

         32.  On May 13, 1998, Datastream filed a report on Form

10-Q with the SEC, signed by defendant Christie, which contained

the same financial disclosures as in the April 23 press release. 

This Form 10-Q was materially misleading for the reasons stated in

¶33 above.

         33.  In addition, the Form 10-Q stated with respect to

accounting for the Insta purchase, "The purchase price has been

allocated to the tangible and intangible assets purchased and the

liabilities assumed based on the fair values on the date of

acquisition."  This statement was materially misleading.  In fact,

defendants caused Datastream to allocate a larger portion of the

purchase price to "in-process research and development" than the

fair value of such assets.

         34.  On June 16, 1998, defendants caused Datastream to

issue a press release announcing a new acquisition:

         GREENVILLE, SC (June 16, 1998) - Datastream
         Systems, Inc. (Nasdaq: DSTM) a leading developer of
         computerized maintenance management systems (CMMS),
         announced today that it has acquired Strategic
         Information Systems Pte. Ltd, ("SIS"), a prominent
         developer of CMMS headquartered in Singapore.  In a
         separate action, Datastream signed a letter of
         intent to acquire its largest regional distributor,
         Australia-based Datastream (Pacific) Pty Ltd.

         SIS specializes in high-end asset management
         systems for vertical markets that are asset-
         sensitive, such as utilities and petrochemical
         industries.  SIS annual revenues for the fiscal
         year ended February 29, 1998 were U.S. $4.61
         million and earnings were U.S. $271,000.  Under the
         terms of the agreement, Datastream has acquired all
         of the outstanding shares of capital stock of SIS
         for approximately $6.5 million, 70% of which will
         be paid in cash and 30% in stock.

         35.  On July 15, 1998, defendants caused Datastream to

issue the following press release, purporting to describe second

quarter results:

         GREENVILLE, SC (July 15, 1998) - Datastream
         Systems, Inc. (Nasdaq: DSTM) today announced record
         revenue for the second quarter of 1998.

         Total revenue for the quarter ended June 30, 1998
         was $23.4 million, a 39 percent increase from $16.8
         million in the second quarter of 1997.  Software
         sales rose 36 percent to $9.3 million, consulting
         services rose 42 percent to $9.8 million, and
         technical support rose 40 percent to $4.3 million
         from the same quarter a year ago.

         Net income in the second quarter was $3.6 million
         before the one-time charges related to the
         acquisition of Strategic Information Systems Pte,
         Ltd., ("SIS") on June 16, 1998.  Excluding the
         charges, second quarter net income increased 39
         percent from $2.6 million in the same quarter of
         1997.

         Diluted earnings per share for the quarter, before
         the acquisition-related charges, were $.18 based on
         20.5 million weighted average shares in the second
         quarter of 1997.

         One-time charges associated with the acquisition of
         SIS include a write-off of $2.7 million for in-
         process research and development.  Accounting for
         the charges, Datastream reported net income of
         $672,330 or $.03 per diluted share in the second
         quarter of 1998.

         "We have completed a very active quarter," said
         Larry Blackwell, Datastream's President and CEO." 
         New product releases of MP2 and a 100% web centric
         MP5 have been well-received.  The acquisition of
         SIS in Singapore and the recent acquisition of our
         Australian distributor, plus the opening of our
         Shanghai office, give us a substantive presence in
         Asia."  Sales of Microsoft Access based MP2
         increased 85 percent sequentially to $1.4 million
         and sales of MP5, the Company's high-end asset
         management system, gained 88 percent sequentially
         to $3.1.

         36.  This press release was materially misleading 

              (a)  for the reasons described in ¶29 above;  

              (b)  because it failed to disclose that Datastream

had artificially reduced reported operating costs by improperly

capitalizing marketing expense, which represented an undisclosed

change of Datastream's prior accounting practice of accounting for

marketing costs as expenses in the quarter incurred.  This

undisclosed accounting change had a material effect on the

Company's earnings, as it reduced reported expenses by about

$850,000; and

              (c)  because the defendants caused Datastream to

report a $200,000  reduction in general and administrative cost

(despite the new acquisition), and did not disclose that this

reported cost savings was caused by reallocation of actual costs

incurred from the general and administrative category, which GAAP

required to be accounted for as a regular operating expense, to

other cost categories which could be either included within one-

time writeoffs, or capitalized.  

         37.  Defendants were motivated to artificially inflate

the price of Datastream common stock, because the Company and

defendant Blackwell were planning to sell enormous amounts of

stock.  On June 26, 1998, Datastream filed a draft prospectus with

the SEC, proposing sales of 500,000 shares by Blackwell and 3.5

million shares by Datastream, at a price of up to $20.47 per share. 

The proposed stock sale would go forward only if Datastream's stock

price remained at its then-current level.

         38.  Despite the accounting manipulations, Datastream's

stock declined in price during the month of July.  If not for the

materially misleading earnings report on July 15, the decline would

have been greater.  On July 23, the Company announced that the

proposed stock sale had been cancelled.

         39.  On August 6, 1998, Datastream filed a report on Form

10-Q with the SEC, signed by defendant Christie, that contained the

same financial information, including misrepresentations and

omissions, as the July 15 press release.  This Form 10-Q was

materially misleading for the reasons stated in ¶37 above.

         40.  In addition, the Form 10-Q stated with respect to

accounting for both the Insta and the SIS purchases: "The purchase

price has been allocated to the tangible and intangible assets

purchased and the liabilities assumed based on the fair values on

the date of acquisition."  This statement was materially

misleading.  In fact, defendants caused Datastream to allocate a

larger portion of the purchase price to "in-process research and

development" than the fair value of such assets.

The Class Period Ends

         41.  The Class Period ends on October 20, 1998, when

Datastream released its Third Quarter financial results.  Although

defendants once again sought to hide operating costs of yet another

acquisition inside yet another writeoff for "in process R&D," this

time for $1.1 million, and were able to report record operating net

income, the price of Datastream stock declined by 29%, from $14-1/8

to $10 per share.  Absent the third quarter acquisition, reported

software revenue actually declined from the previous quarter.  One

stock analyst reduced the rating of Datastream stock, due to lower-

than-expected software application sales, and the Company's warning

of increased competition.  Datastream stock has not yet recovered.

                       CLAIM FOR RELIEF I

             For Violation of Section 10(b) Of The
       Exchange Act And Rule 10b-5 Against All Defendants

         42.  Plaintiff incorporates by reference ¶¶1-41.

         43.  Each of the defendants:  (a) knew or had access to

the material adverse non-public information about Datastream's

financial results and then existing business conditions, which was

not disclosed; and (b) participated in drafting, reviewing and/or

approving the misleading statements, releases, reports and other

public representations of and about Datastream.

         44.  During the Class Period, defendants, with knowledge

of or reckless disregard for the truth, disseminated or approved

the false statements specified above, which were misleading in that

they contained material misrepresentations and failed to disclose

material facts necessary in order to make the statements made, in

light of the circumstances under which they were made, not

misleading.

         45.  Defendants violated §10(b) of the Exchange Act and

Rule 10b-5 in that they:

              (a)  Employed devices, schemes and artifices to

defraud;

              (b)  Made untrue statements of material facts or

omitted to state material facts necessary in order to make the

statements made, in light of the circumstances under which they

were made, not misleading; or

              (c)  Engaged in acts, practices and a course of

business that operated as a fraud or deceit upon plaintiff and

others similarly situated in connection wit0(a) of the Exchange Act.  By reasons of their positions as

officers and directors of Datastream, defendants Blackwell and

Christie had the power and authority to cause Datastream to engage

in the wrongful conduct complained of herein.

         49.  By reason of such wrongful conduct, Blackwell and

Christie are liable pursuant to §20(a) of the Exchange Act.  As a

direct and proximate result of these defendants' wrongful conduct,

plaintiff and the other members of the Class suffered damages in

connection with their purchases of Datastream common stock during

the Class Period.

                    BASIS FOR THE ALLEGATIONS

         50.  Plaintiff has alleged the foregoing based upon the

investigation of his counsel, which included a review of

Datastream's SEC filings, securities analysts' reports and

advisories about the Company, press releases issued by the Company

and media reports about the Company.  It is believed that

substantial evidentiary support will exist for the allegations set

forth herein after a reasonable opportunity for discovery.

                        PRAYER FOR RELIEF

         WHEREFORE, plaintiff prays for judgment as follows:

         1.   Declaring this action to be a proper class action

pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

Procedure on behalf of the Class defined herein;

         2.   Awarding plaintiff and the members of the Class

compensatory damages;

         3.   Awarding plaintiff and the members of the Class pre-

judgment and post-judgment interest, as well as reasonable

attorneys' fees, expert witness fees and other costs;

         4.   Awarding extraordinary, equitable and/or injunctive

relief as permitted by law, equity and the federal statutory

provisions sued hereunder and any appropriate state law remedies;

and

         5.   Awarding such other relief as this Court may deem

just and proper.

                           JURY DEMAND

         Plaintiff demands a trial by jury.

                                  NESS MOTLEY LOADHOLT
                                     RICHARDSON & POOLE


                                  _____________________________
                                  Terry E. Richardson, Jr.
                                  William Cook
                                  2202 Jackson Street
                                  P.O. Box 365
                                  Barnwell, SC  29812
                                  (803) 259-9900


                                  BERGER & MONTAGUE, P.C.


                                  ____________________________
                                  Todd S. Collins
                                  Arthur Stock
                                  1622 Locust Street
                                  Philadelphia, PA  19103
                                  (215) 875-3000


                                  THE OLSEN LAW FIRM


                                  ______________________________
                                  Kurt Olsen
                                  2121 K Street, N.W.
                                  Suite 800
                                  Washington, DC  20037
                                  (202) 261-3553


                                  LEVY and LEVY


                                  _____________________________
                                  Morris J. Levy
                                  Stephen G. Levy
                                  445 Northern Boulevard
                                  Great Neck, NY  11021

                                  Attorneys for Plaintiff and
                                  the Class



Source: File to epost from Berger & Montague, P.C.