GOLD BENNETT & CERA LLP
Paul F. Bennett (63318)
George S. Trevor (127875)
Patricia A. Szumowski (121103)
Joseph M. Barton (188441)
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415) 777-2230

RABIN & PECKEL, LLP
I. Stephen Rabin
Jacqueline Sailer
275 Madison Avenue, 34th Floor
New York, New York 10016
Telephone: (212) 682-1818

THE LAW OFFICE OF LEO W. DESMOND
Leo W. Desmond
2161 Palm Beach Lakes Blvd., Suite 204
West Palm Beach, FL 33409
Telephone: (561) 712-8000

Attorneys for Plaintiff and
All Others Similarly Situated

Plaintiff, by his attorneys, for his Class Action Complaint alleges upon information and belief, except as to paragraph 6 hereof, which plaintiff alleges upon knowledge:

1. This is a class action brought on behalf of Murray W. Beasley and all other persons or entities, except for Defendants, who bought NetManage, Inc. ("NetManage" or the "Company") common stock (the "Class") during the period July 25, 1995 through January 11, 1996, inclusive (the "Class Period").

2. This action is based on violations of sections 10(b) of the Securities Exchange Act, and SEC Rule 10b-5 promulgated thereunder. During the Class Period defendants disseminated materially false and misleading information to the investing public by, inter alia, overstating NetManage's revenues and failing to maintain adequate credit lossreserves to cover significant product returns occurring during the Class Period, all of whichartificially inflated the price of NetManage common stock. Class members who purchased NetManage stock at prices as high as $29 7/8 during the Class Period saw NetManage stock drop as low as $10 at the end of the Class Period.

3. This action arises under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §§78j(b), 78t(a); and Rule 10b-5 promulgated pursuant to section 10(b) by the Securities and Exchange Commission (the "SEC"), 17 C.F.R. §240.10b-5. The jurisdiction of this Court is based on section 27 of the Exchange Act, 15 U.S.C. §78aa; and on sections 1331 and 1337 of the Judicial Code, 28 U.S.C. §§1331, 1337.

4. Venue is proper in this District under section 27 of the Exchange Act, 15 U.S.C. §78aa, and section 1391(b) of the Judicial Code, 28 U.S.C. §1391(b), as defendant NetManage has its headquarters in this district.

5. Assignment of this action to the San Jose Division of the United States District Court, Northern District of California, is appropriate as a substantial part of the events or omissions identified herein occurred in Santa Clara County.

6. In connection with the acts and conduct alleged herein, Defendants, directly and indirectly, used the means and instrumentalities of interstate commerce, including the United States mails and the facilities of the national securities exchanges.

7. Plaintiff Murray W. Beasley ("Plaintiff") purchased 500 shares of NetManage common stock at $24.609 per share, on September 13, 1995 during the Class Period.

8. Defendant NetManage, Inc. ("NetManage" or the "Company") is a Delaware corporation with its headquarters in Cupertino, California that develops, markets and supports an integrated set of TCP/IP (Transmission Control Protocol/Internet Protocol) based Intranet applications, Internet connectivity software, servers and development tools for Microsoft Windows, Windows 95, Windows NT and MAC OS.

9. NetManage's common stock is, and at all relevant times has been, held and publicly traded on the open market. Its common stock is listed on the öNasdaq National Market System. As of June 24, 1997, 10.48 million shares of NetManage common stock were issued and outstanding. The market for NetManage common stock is efficient and quickly reflects all publicly available information.

10. Defendant Zvi Alon ("Alon") is the founder of the Company and has served as its Chairman of the Board, President, and Chief Executive Officer since the Company's formation.

11. Defendant Walter Amaral ("Amaral") has been, at all relevant times, Senior Vice President, Finance, and Chief Financial Officer since April 1995 when he joined the Company.

12. Defendant Uzia Galil ("Galil") has been a director of the Company since December 1991.

13. Defendant John Bosch ("Bosch") has been a director of the Company since December 1991.

14. Defendant Amatzia Ben-Artzi ("Ben-Artzi") was Vice President, Business Development since September 1992 after joining the Company in 1991 as Vice President of Research and Development.

15. Defendant Robert Williams ("Williams") was Vice President, Marketing and currently holds the position of Vice President, Business Development.

16. Defendant Richard Koretz ("Koretz") was Vice President of North American Sales until he resigned from that position on August 31, 1995. Koretz remained an employee of NetManage to assist his replacement until December 1995.

17. Defendant Dan Geisler ("Geisler") was Vice President, International Marketing since February 1995 and served as Vice President, OEM and International Sales from December 1992 until February 1995.

18. The above-named defendants are collectively referred to herein as "Defendants." Defendants Alon, Amaral, Galil, Bosch, Ben-Artzi, Williams, Koretz and Geisler are referred to collectively herein as the "Individual Defendants."

19. Defendants Alon and Amaral, by reason of Alon's position as CEO and as a director of NetManage, and by reason of Amaral's position as CFO of NetManage, were controlling persons of NetManage and had the power and influence, and exercised the same, to cause NetManage to engage in the conduct complained of herein.

20. Each defendant knew or recklessly disregarded the fact that the acts and practices, misleading statements, and omissions described herein would adversely affect the integrity of the market for NetManage common stock and artificially inflate the price of such securities. Each defendant, by acting as described herein, did so knowingly, or in such a reckless manner, as to constitute a deceit and fraud upon the Plaintiff and the other members of the Class.

21. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of the Class, consisting of all persons who purchased or otherwise acquired shares of NetManage common stock between July 25, 1995 and January 11, 1996, inclusive. Excluded from the Class are Defendants; members of the immediate family of the Individual Defendants; any entity in which any Defendant has or had a controlling interest; and the legal representatives, heirs, successors, or assigns of any Defendant.

22. Some 10.48 million shares of common stock of NetManage are outstanding in an actively-traded and efficient market in which millions of shares were traded 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 is unknown to Plaintiff and can only be ascertained through appropriate discovery, Plaintiff öbelieves that there are thousands of members of the Class. Record owners and ömembers of the Class may be identified from records maintained by NetManage or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions.

23. Plaintiff's claims are typical of the claims of the members of the Class in that Plaintiff and each Class member purchased shares of common stock of NetManage during the Class Period in an artificially inflated market and sustained injury as a result.

24. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class action and securities litigation.

25. A class action is superior to other available methods for the fair and efficient adjudication of this controversy since joinder of all Class members is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for the Class members to seek redress individually for the wrongs done to them. There will be no difficulty in the management of this action as a class action.

26. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the 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 statements made or omitted by Defendants to the investing public during the Class Period misrepresented material facts about the business and finances of NetManage;

c. Whether Defendants acted wilfully or recklessly in omitting to state and misrepresenting material facts;

d. Whether the market price of NetManage common stock during the Class Period was artificially inflated due to the nondisclosure and misrepresentations complained of herein; and

e. Whether the members of the Class have sustained damages, and if so, what is the proper measure of damages.

27. Each of the defendants is liable as a participant in a fraudulent scheme and course of business that operated as a fraud or deceit on purchasers of NetManage stock, including false and misleading statement and/or concealed material, adverse facts. Their scheme: (i) deceived the investing public regarding NetManage's business; (ii) artificially inflated the price of NetManage stock; (iii) caused Plaintiff and other members of the Class to purchase NetManage stock at inflated prices; and (iv) permitted the Individual Defendants to sell 715,999 shares of NetManage stock at prices as high as $24-1/8 per share, pocketing some $14 million.

28. In recent years, NetManage reported revenue, net income and earnings per share growth exceeding 100% on an annual basis. During the four quarters preceding the Class Period, NetManage reported the following results:

In Fiscal 1994 and 1993, NetManage earned $0.41 and $0.17 per share, respectively.¹

29. As a result of this track record, NetManage stock traded at a price earnings multiple reserved for premier growth companies with track records of meeting market expectations for high profit growth. For the reasons pleaded elsewhere, maintaining an image of strong growth and thus a high stock price was extremely important to NetManage's top executives.

30. During the spring/summer of 1995, NetManage commenced a new sales and marketing channel program with distributors, including Ingram Micro, Merisel, and Tech Data. NetManage's top executives were familiar with the expansive rights and privileges granted in agreements that NetManage entered into with distributors and other customers.

31. On July 25, 1995, NetManage issued a press release (the "July 25 Press Release") announcing record quarterly results for revenue and income for the 1995 quarter, ended June 30, 1995, with revenue of $30.2 million, compared to $12.1 million for the same quarter of the prior year, an increase of 150%. Net income for the second quarter was reported as $6.8 million, or $0.16 per share, compared to net income of $3.6 million, or $0.09 per share in the same period of 1994, an increase in net income of 89%. The July 25 Press Release represented that revenue from single orders with dollar amounts greater than $100,000 exceeded $3 million. Defendant Alon was quoted in the release as representing:

We are pleased with NetManage's financial performance during this quarter and our continued success in expanding our sales and support capabilities to include a new domestic channel program and the opening of our Tokyo based office . . . We announced and shipped Swift, a new product addressing the needs of the host connectivity market. In addition, version 4.5 of Internet Chameleon and version 3.0 of ECCO PRO were released in June.

32. On August 9, 1995, Elron, an affiliate of NetManage of which defendant Galil is chairman of the board and chief executive officer, filed a notice under SEC Rule 144 of its intent to sell 75,000 shares of NetManage stock.

33. On August 14, 1995, NetManage filed with the SEC its report on Form 10-Q for its second quarter ended June 30, 1995, signed by defendant Amaral and NetManage's controller, Sheila A. Owen. The June 30, 1995 10-Q repeated the same financial results as had been announced previously. This 10-Q also stated:

The interim financial statements for the six months ended June 30, 1995 and 1994 have been prepared on the same basis as the year end financial statements and, in the opinion of management, include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial information set forth therein, in accordance with generally accepted accounting principles.

34. On September 19, 1995, NetManage issued a press release announcing the introduction of Chameleon Enterprise, a set of three core technologies that "revolutionizes the way people in corporate environments utilize their internal network." The press release described NetManage as "the fastest growing company in the United States."

35. On October 18, 1995, NetManage announced that it was acquiring Syzygy Communications, Inc. in exchange for 440,000 shares of NetManage stock.

36. On October 24, 1995, NetManage issued a press release reporting record quarterly results for revenue and income for the third quarter ended September 30, 1995. Revenue was represented to have been $32.7 million, compared to $16.6 million for the same quarter of the prior year, an increase of 97%. Net income for the third quarter was represented to be $7.4 million or $0.18 per share compared to net income of $3.8 million or $0.09 per share in the same period of the prior year. These results exceeded analysts' expectations. In the press release, NetManage represented that revenues from single orders with dollar amounts greater than $100,000 were approximately $2 million. The press release quoted defendant Alon as representing:

We are very pleased that our investment in expanded products and services has enabled NetManage to continue with positive growth . . . We have continued our leadership in TCP/IP applications for Windows NT. This new version extends our capabilities to include a commercial NFS and Web server on Microsoft NT.

37. On November 8, 1995, Elron filed a notice pursuant to SEC Rule 144 of its intent to sell 75,000 shares of NetManage.

38. On November 13, 1995, NetManage filed with the SEC its Report on Form 10-Q for the third quarter ended September 30, 1995. This report, that was signed by defendant Amaral, contained the same financial results that been previously reported. The November 13, 1995 10-Q represented:

The interim financial statements for the nine months ended September 30, 1995 and 1994 for NetManage, Inc. . . . have been prepared on the same basis as the year end financial statements and, in the opinion of management, include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial information set forth therein, in accordance with generally accepted accounting principles.

39. On November 20, 1995, NetManage issued a press release announcing that it had signed an agreement to acquire AGE Logic, Inc. On December 1, 1995, NetManage issued a press release announcing that it had completed the acquisition of AGE Logic, Inc. for 1 million shares of NetManage stock, then valued at about $22 million.

40. By early January 1996, Defendants knew that NetManage's business and finances were deteriorating, and that many of its distributor and reseller customers were refusing to accept additional product due to the fact that their inventories on hand were far in excess of anything they could sell in the immediate future and, in fact, they wanted to return certain of these products. Thus, NetManage was going to have to disclose its true financial condition, especially since NetManage's auditors were about to audit its books for the year end and would discover NetManage's illicit practices during the fiscal 1995 to boost its revenues and profits during the interim reporting periods. However, defendants hoped that by gradually trickling out negative information about NetManage's finances rather than properly and fully disclosing the complete truth, they could control the fall of NetManage's stock price so that it occurred gradually over several weeks, thereby avoiding a sudden catastrophic collapse in NetManage's stock price that would infuriate investors, attract attention, and likely lead to their being sued for fraud. Thus, in an attempt to manage the stock price down slowly, in early January 1996, defendants began to make partial, but incomplete and misleading, revelations about NetManage's business through securities analysts.

41. Thus, after communicating with NetManage's senior management, a Smith Barney analyst issued a brief report on NetManage before the market opened on January 4, 1996, reducing its expectations for large order sales in the fourth quarter by $4 million, thus reducing its fourth quarter revenue estimate of $39.5 million to $35.5 million. The report represented that NetManage's base business remained strong and would constitute revenue growth of about 80%. This reduction cut the earnings per share estimate by $0.04 to $0.19 per share for the fourth quarter. This report was issued as part of an overall scheme by Defendants to manage down the earnings expectations of the market knowing that the Company would be forced to report a significant decline in earnings for its fourth quarter. As a result of these revelations by other companies and the estimate cut by the Smith Barney analysts, NetManage's stock price declined from a close of $20-3/4 on January 3, 1996 to close at $15-3/8 on January 8, 1996, on volume exceeding 8.8 million shares traded.

42. Unable to conceal any longer the weakness in its business and finances, NetManage issued a press release on January 12, 1996 (the "January 12 Press Release"), revealing that the Company expected its revenues from the fourth quarter ended December 31, 1995 to be only approximately $30 million to $32 million, representing an increase of 30% over the fourth quarter of 1994, rather than much higher figures Defendants had previously led the market to expect. The January 12 Press Release also revealed that earnings from operations for the fourth quarter were expected to be lower than in the same quarter of 1994. The release quoted defendant Alon as stating:

While we had a record bookings quarter, we were not able to recognize some of these bookings as revenue due to our accounting policies. The overall business is very solid. We do not see any fundamental change in our market. We have the technology and products to allow our continued growth and success in this exciting market.

43. In an interview with Reuters, defendant Amaral represented that earnings per share for the fourth quarter would be "lower than $0.15." Amaral was quoted as stating that NetManage's "'order rates are still very solid -- we just couldn't recognize all the revenue' because of financial accounting policies. 'Otherwise we would have been very close to the earnings estimates' of Wall Street analysts' . . . 'Our business is still in relatively good shape.'"

44. NetManage later reported revenues of $125.4 million for 1995, an increase of only 75% over 1994 on a pooled basis, compared to the 100% increase projected for the Company.

45. In discussions with analysts, NetManage's senior management indicated that the revenue and earnings shortfall was due to NetManage's inability to convert a handful of large bookings of over $100,000 into revenue due to contingencies that existed in connection with the contracts. Management also revealed that not all of these deals would be converted to revenue in the following quarter. One analyst concluded that it would be some time before NetManage could re-establish investor confidence.

46. Most importantly, NetManage's senior management revealed to at least one analyst that contingency items had existed in customer orders in earlier financial periods.

47. As a result of these revelations, NetManage's stock price -- which was already down significantly from its earlier highs -- plunged from a close of $14-9/16 on January 11, 1996 to as low as $10 per share on January 12, 1996.

48. In order to overstate its revenues, gross profit, net income and earnings per share in the second and third quarters of 1995, the Defendants caused NetManage to improperly recognize revenue on sales to distributors (including Ingram Micro, Merisel and Tech Data), resellers and other customers, where NetManage granted the distributors or resellers the right to return unsold merchandise as well as other contingent contract terms, such as customization, acceptance contingencies and other significant ongoing vendor obligations, which contingencies were still unresolved at the time NetManage recognized revenue associated with these agreements. This caused NetManage's financial statements for the second and third quarters of 1995 to be presented in violation of Generally Accepted Accounting Principles ("GAAP") and SEC rules.

49. GAAP are those principles recognized by the accounting profession as the conventions, rules and procedures necessary to define accepted accounting practice at a particular time. SEC Regulation S-X (17 C.F.R. §210.4-01)(a)(1)) states that financial statements filed with the SEC, which are not prepared in compliance with GAAP, are presumed to be misleading and inaccurate, despite footnote or other disclosures.

50. GAAP, as set forth in FASB Statement of Accounting Standards ("SFAS") No. 48 (Revenue Recognition When the Right of Return Exists), requires that when an entity grants its customers the right of return, certain conditions must be met prior to revenue recognition, including the following:

b. The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.

* * *

e. The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.

f. The amount of future returns can be reasonably estimated.

51. GAAP, as set forth in Statement of Position ("SOP") 91-1 (software revenue recognition) imposes additional requirements on entities that license software, including that prior to revenue recognition three tests must be met: (i) delivery has occurred; (ii) other remaining vendor obligations are no longer significant, and (iii) collectibility is probable. SOP 91-1 requires that where "other vendor obligations remaining after delivery are significant, revenue should not be recognized, because the earnings process is not substantially completed." SOP 91-1, ¶68. Moreover, an important concept in SOP 91-1 states: "If, after delivery, there is significant uncertainty about customer acceptance of the software, license revenue should not be recognized until the uncertainty becomes insignificant." SOP 91-1, ¶36.

52. In the second quarter ended June 30, 1995, NetManage reported revenue of $30.2 million, an increase of 17% over the first quarter of 1995, and net income per share of $0.16. In the third quarter ended September 30, 1995, NetManage reported revenues of $32.7 million, an 8% increase over the second quarter, and earnings per share of $0.18.

53. The results reported for the second and third quarters of 1995 and the statements accompanying those results in the reports on Form 10-Q for those quarters were false and misleading as the Company had materially overstated its revenues associated with shipments and licenses granted to resellers and distributors, which included the right of return, significant vendor obligations such as customization and other acceptance contingencies, and the financial statements did not fairly present NetManage's financial information in accordance with GAAP. These distributors and resellers, including Ingram Micro, Merisel and Tech Data, required that NetManage provide them with the right to return unsold merchandise, customization and other acceptance privileges, and price protection on their unsold inventories, prior to accepting any shipments of NetManage products. These distributors' right to return unsold merchandise and NetManage's other obligations with respect to these licenses effectively made the sales contingent on resale or acceptance and necessitated that NetManage defer recognition of such revenue until the product had been sold through to end users. If NetManage had not improperly reported this revenue, its second and third quarter results would have shown very little growth over the first quarter.

54. Ultimately, at the end of the fourth quarter of 1995, NetManage could no longer conceal this improper revenue recognition, as it was in the midst of an audit by its outside accountants who were analyzing the contract terms NetManage had granted many of its reseller customers. Due to the return privileges, acceptance contingencies and significant ongoing obligations of NetManage, NetManage knew it would not be able to recognize much of its bookings as revenue and that much of its revenue recognized in the second and third quarters of 1995 had been improper. NetManage thereby reported much lower revenues in the fourth quarter of 1995 than in either the second or third quarters of 1995. NetManage later acknowledged that the shortfall in revenue for the fourth quarter of 1995 was the result of being required to defer recognition of revenue on certain of its sales to large distributors.

55. NetManage later filed its annual report to shareholders and changed its description of its revenue recognition policy from that used in the 1994 annual report. The 1994 annual report stated that NetManage recognized revenue on sales to distributors where the right of return existed and reserved for estimated returns. In 1995, the Company stated that its policy was to defer revenue where the right of return had not expired. This change occurred in the fourth quarter of 1995 since the reports on Form 10-Q for the second and third quarter of 1995 represented that the quarterly results were prepared on the same basis as in 1994:

The interim financial statements for the six [nine] months ended June 30, 1995 [September 30, 1995] and 1994 have been prepared on the same basis as the year end financial statements and, in the opinions of management, include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial information set forth therein, in accordance with generally accepted accounting principles. The company believes the results of operations for the interim periods are subject to fluctuation and may not be an indicator of future financial performance.

56. In the 1994 annual report, NetManage had represented that returns from distributors had been insignificant in the past, whereas in the 1995 annual report NetManage did not make this statement. NetManage's lower than expected results for the fourth quarter of 1995 were partly the result of its improper revenue recognition in these prior quarters.

57. Due to the foregoing improprieties, the Company presented its results for the second and third quarters of fiscal 1995 in a manner which violated GAAP. Further, the undisclosed adverse information concealed by Defendants during the Class Period is the type of information which, because of SEC regulations, regulations of the national stock exchanges, and customary business practice, is expected by investors and securities analysts to be disclosed and is known by corporate officials and their legal and financial advisors to be the type of information which is expected to be and must be disclosed.

Defendants' Insider Sales

58. The following chart summarizes Defendants' insider sales of NetManage stock during the Class Period, a total of 715,999 shares for proceeds of $14 million:

59. Plaintiff incorporates by reference paragraphs 1 through 58 herein.

60. Defendants' illicit practices during the Class Period to boost NetManage's revenues and profits during the second and third quarters of 1995, their partial but misleading disclosures about NetManage's true state of affairs, and their failure to recognize revenue in accordance with GAAP and SEC rules constituted a conspiracy to artificially inflate the stock of NetManage by Defendants for their personal enrichment.

61. Each Defendant: (a) knew or had access to the material adverse non-public information about NetManage's financial results and then existing business conditions, which were not disclosed; and (b) made or participated in drafting, reviewing and/or approving the misleading statements, releases, reports and other public representations of and about NetManage. Defendants knew, or were reckless if they did not know, that the misstatements specified above were materially false and misleading or omitted to state information necessary in order for the statements made, in the circumstances in which they were made, not misleading, i.e. they misstated the Company's true revenue and financial results for the second and third quarters of 1995 and violated GAAP and SEC rules.

62. Defendants employed devises, schemes, and artifices to defraud and engaged in acts, practices, and a course of conduct in an effort to maintain artificially high market prices for NetManage's common stock in violation of section 10(b) of the Exchange Act and SEC Rule 10b-5.

63. As a result of the dissemination of the aforesaid false and misleading reports and releases, the market price of the common stock of NetManage throughout the Class Period was higher than it would have been had the true facts concerning the Company's financial condition been known by the market.

64. In ignorance of the artificially high market prices of NetManage's publicly traded common stock, and relying upon the integrity of the market in which that stock trades -- the Nasdaq National Market System -- Plaintiff and the other members of the Class acquired NetManage's common stock during the Class Period at artificially inflated prices and were damaged thereby.

65. Had the market known of the true prospects for and facts concerning NetManage, which were falsely represented by Defendants, Plaintiff and the other members of the Class would not have purchased or otherwise acquired their NetManage common stock during the Class Period at the artificially inflated prices at which they did. Hence, Plaintiff and the other members of the Class were damaged by Defendants' violations of Section 10(b) and Rule 10b-5.

66. Plaintiff incorporates by reference paragraphs 1 through 58 herein.

67. Defendants Alon and Amaral, by reason of Alon's position as CEO and as a director of NetManage, and by reason of Amaral's position as CFO of NetManage, were controlling persons of NetManage and had the power and influence, and exercised the same, to cause NetManage to engage in the conduct complained of herein. As such, defendants Alon and Amaral each had the power and authority to cause or to prevent the wrongful conduct complained of herein, and did exercise such power, and were thereby "control persons" of NetManage within the meaning of section 20 of the Exchange Act.

68. As control persons of NetManage, defendants Alon and Amaral are jointly and severally liable with and to the same extent as NetManage to Plaintiff and the other members of the Class within the meaning of section 20 of the Exchange Act.

WHEREFORE, Plaintiff, on behalf of himself and the Class, prays for this Court to enter judgment:

a. declaring this action to be a proper plaintiff class action maintainable pursuant to rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure and declaring Plaintiff to be a proper representative of the Class;

b. awarding Plaintiff and all of the other members of the Class damages in an amount to be proven at trial, together with prejudgment interest thereon;

c. awarding Plaintiff the costs and expenses incurred in this action, including reasonable attorneys', accountants', and experts' fees; and

d. granting Plaintiff and the other members of the Class such other and further relief as the Court deems just and proper.

Plaintiff hereby demands a trial by jury.