Pla intiff, Robert J. Falk ("Falk"), for his class action complaint (the "Complaint"), alleges upon information and belief (said information and belief being based, in part, upon the investigation conducted by and through his undersigned attorneys), except as to those paragraphs relating to the plaintiff, his purchase of Theta Group, L.L.C. ("Theta") membership interest units, and his suitability to serve as a class representative, which is alleged upon personal knowledge, as follows:

1. Defendants Th eta, Scott S. Bell ("Bell") and R. Scot Rubel ("Rubel"), directly and indirectly, have engaged, are engaged and are about to engage in transactions, acts, practices and courses of business which constitute violations of Section 12(2) of the Securities Ac t of 1933, as amended ("Securities Act"), 15 U.S.C. §771(2), and Section 10(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), 15 U.S.C.§78j(b), and Rule 1Ob-5, 17 C.F.R. §240. 1Ob-5, promulgated thereunder.

2. Plaintiff brings this action to enjoin such transactions, acts, practices and courses.of business pursuant to Section 20(b) of the Securities Act, 15 U.S.C. §77t(b) and Sections 21(d) and 21(e) of the Exchange Act, 15 U.S.C. §§78u(d) and 78u( e).

3. The Court has jurisdiction over the subject matter of this action pursuant to Section 22 of the Securities Act, 15 U.S.C. §77v, and Section 27 of the Exchange Act, 15 U.S.C. §78aa .

4. Venue is proper in this district pursuant to Section 27 of the Exchange Act because defendant Theta has its principal place of business in this district and transacts substantial business in this district, and many of the alleged acts, transa ctions and conduct constituting the violations herein have occurred, at least in part, in this district.

5. In connection with the acts alleged in this Complaint, defendants, directly and indirectly, used the means and instnnnentalities of interst ate commerce, including the mails and telephone communications.

6. This action is brought as a class action on behalf of all persons or entities who purchased membership interests in Theta from Octob er 1, 1995 to November 26, 1996, to recover damages caused to plaintiff and the Class defined below by defendants' violations of the federal securities laws.

7. In selling the securities of or membership interests in Theta, defendants engaged in a course of conduct that was designed to and did deceive plaintiff and other members of the Class, concerning (i) the personal background and credentials of defendant Rubel; (ii) the prior performance and historical returns of Theta; (iii) the reporting of monthly rates of return and losses; and (iv) the payment of fees to Messrs. Bell and Rubel in excess of those represented in the offering memorandum. This course of conduct caused plaintiff and other members of the Class to purchase membership interests of Theta. In furtherance of this plan and course of conduct defendants took the actions as set forth herein.

8. Defendant Theta is a limited liability company organized and existing under and by virtue of the l aws of the State of New Jersey. Its principle offices are located at 440 South LaSalle Street, Suite 2500, Chicago, Illinois 60605. Theta has been a member of the Chicago Board Options Exchange ("CBOE") since September 1995 and registered as a broker-de aler with the Securities and Exchange Commission (the "Commission") in April 1995.

9. Defendant Bell, at all relevant times, either was or was held out by Theta, Rubel and himself to be Theta's manager and acted as, or was similarly held out to be , the Tax Matters Partner of Theta (as defined by the Internal Revenue Code of 1986 Section 6231).

10. Defendant Rubel was, at all relevant times, Theta's manager and acted as Theta's trader on the floor of the CBOE.

11. Plaintiff Falk pur chased 250 units of Theta on March 29, 1996, at $ 1000 per unit for an aggregate purchase price of $250,000.

12. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of a class (the "Class") consisting of all persons and entities who purchased membership interests in Theta from October 1, 1995 to November 26, 1996, and who have been adversely affected by the conduct of defendants all eged herein. Excluded from the Class are the defendants, members of the immediate family of defendant Bell and defendant Rubel, any entity in which any defendant has a controlling interest, and the legal representatives, heirs, successors, predecessors i n interest, affiliates or assigns of any defendant.

13. The Class is comprised of not less than 32 investors in membership interests in Theta and, thus, is so numerous and geographically dispersed that joinder of all Class members is impracticable .

14. Plaintiff's claims are typical of the claims of the members of the Class, since all members of the Class purchased membership interests in of Theta and sustained damages arising out of defendants' wrongful conduct in violation of federal sec urities laws as alleged herein.

15. Plaintiff will fairly and adequately protect the interests of the members of the Class. Plaintiff has retained counsel competent and experienced in class action and securities litigation and plaintiff has no in terests antagonistic to or in conflict with the other members of the Class.

16. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. Joinder of all Class members is impracticable. The likelihood of individual Class members prosecuting separate claims is remote. It is desirable for all concerned to concentrate this litigation in this particular forum. No unusual difficulties are likely to be encountered in the management of this clas s action.

17. There are questions of law and fact common to the members of the Class which predominate over any questions affecting any individual members. These common questions of law and fact include, among others:

(a) whe ther defendants engaged in a plan and scheme to enrich themselves at the expense of the members of the Class in the sale and management of membership interests in Theta;

(b) whether defendants have engaged in a plan of ma nagement designed to ensure maximization of Class members' investments;

(c) whether defendants Bell and Rubel breached the fiduciary duties they owed to plaintiff and the members of the Class, and/or have aided and abette d in such breaches, by their participation and/or acquiescence and by their conduct complained of herein;

(d) whether defendants disseminated materially false and misleading statements to plaintiff and the members of the Class;

(e) whether plaintiff and members of the Class have sustained damages as a result of the conduct complained of herein, and, if so, the proper measure thereof.

18. From at least October 1995 to November 26, 1996, Theta, Bell and Rubel have offered and sold approximately $13.4 million in membership interests in Theta to at least thirty-two (32) investors in at least seventeen (17) states and Canada. However, as of December 2, 1996, only approximately $3.5 million in cash rema ined in Theta's accounts.

19. Theta, Bell and Rubel initially provided investors with an offering memoranda (the "Offering") which stated that Theta was a member firm of the CBOE and intended to engage in a variety of investments, including stocks, index and stock options, and futures contracts. The offering memorandum further stated that the managers of Theta, who were Bell and Rubel, would receive a specified manag ement fee based on Theta's total market value. Bell, however, represented to the CBOE in August of 1995 that he was withdrawing from Theta when he, in fact, continued his involvement and was designated as manager and Tax Matters Partner of Theta. Betwee n October 1995 and November 26, 1996, at least $1.7 million of the $13.4 million in investor funds had been transferred from Theta to bank accounts for bogus "front" entities that were alter egos of defendants Bell and Rubel, including two entities in Pri nceton, New Jersey, Northern Trading and Hunt Farm Trading, of which Bell is the sole signatory. Under the terms of the Offering, the maximum allowable management fee payable to the managers of Theta would have been .6% of the total market value of Theta per quarter, or significantly less than $200,000 in total.

20. The Offering received by Theta investors represented that defendant Rubel graduated from Loyola University, Chicago, in 1986, having majored in Pre-Med Bio-Chemistry and Applied Math ematics. However, according to a December 9, 1996 article in Barrons, Loyola has no record of a graduate by the name of R. Scot Rubel.

21. The Offering also contained a chart which provided Theta's "returns" for 1993 and 1994, which were s tated to be positive returns of 37.4% and 34.6%, respectively. The Offering further stated in its Executive Summary that Theta "has outpaced the S&P 500 for the past two and one half years."

22. However, Theta acknowledged in an August 1, 1996 le tter to investors, which was signed by Rubel, that Theta "was formed as a limited liability company in 1995" and that it became a CBOE member in October 1995, not having been engaged in any trading activity before that time.

23. Theta investors we re told through conversations and taxed statements with Bell, Rubel and Theta's employees that all of Theta's monthly returns between October 1995 and October 1996 were positive, except for a 1% decline in July. However, as Theta acknowledged to investo rs in October 1996, Theta had actually lost 30% for the year on a "liquidation value basis."

24. Defendants'continued scheme of fraud and deception was enabled, in part, by their practice of calculating monthly returns of the underlying securities on a "theoretical rather than rock-solid mark-to-market technique." According to the December 9 Barrons article, use of this technique, which was not disclosed to investors until August 1996, resulted in one investor receiving a statement from Th eta reflecting a 4% gain for the second quarter when, in fact, the investor was actually down 15%.

25. Likewise, plaintiff's statements from defendants show monthly positive returns ranging from .10% to 4.1% when his actual account was sustaining continued actual losses.

26. Plaintiff incorporates by reference and re alleges all preceding paragraphs as though fully set forth herein.

27. From at least October 1995 through November 26, 1996, defendants Theta, Bell and Rubel, in connection with the purchase and sale of securities in the form of membership interes ts in Theta, by the use of the means and instrumentalities of interstate commerce and of the mails, directly and indirectly, have employed and are employing devices, schemes and artifices to defraud; have made and are making untrue statements of material fact and have omitted and are omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and have engaged and are engaging in acts, practices and courses o f business which have operated and will operate as a fraud and deceit upon purchasers and sellers of such securities, all as more fully described above.

28. Defendants Theta, Bell and Rubel knew, or were reckless in not knowing, of the facts and c ircumstances described above.

29. By reason of the activities described above, defendants Theta, Bell and Rubel have violated and are violating Section 10(b) of the Exchange Act, as amended, 15 U.S.C. §78j(b), and Rule 1Ob-5, 17 C.F.R. § 240. 1Ob-5 thereunder.

30. Plaintiff incorporates by reference and realleges all preceding paragraphs as if fully set forth herein.

31. Defendants Th eta, Bell and Rubel were sellers of securities of Theta within the meaning of §12(2) of the Securities Act and sold Theta securities or membership interests directly to the Class pursuant to the Offering.

32. The Offering constituted a solici tation to the public by Theta, Bell and Rubel to purchase securities of or membership interests in Theta, and thus was a prospectus within the meaning of §12(2) of the Securities Act.

33. Each of these defendants owed to the purchasers of The ta membership interests, including plaintiff and other members of the Class who purchased pursuant to the Offering, the duty to make a reasonable and diligent investigation of the statements contained in the Offering, to ensure that said statements were t rue and that there was no omission to state a material fact required to be stated in order to make the statements contained therein not misleading. These defendants, in the exercise of reasonable care, should have known of the misstatements and omissions contained in the Offering prospectus as set forth above.

34. None of the false and misleading statements and omissions contained in the Offering as described herein were known to plaintiff or the other members of the Class at the time they purcha sed Theta membership interests pursuant to the Offering.

35. This action has been brought within one year after the discovery of the untrue statements and the omissions or after such discovery should have been made by the exercise of reasonable di ligence and within three years after Theta securities or membership interests units were bona fide offered to the public.

36. The defendants utilized the mails, telephones and other instruments of interstate commerce in the offering and sale of Th eta securities or membership interests.

37. By reason of the conduct alleged herein, defendants violated §12(2) of the Securities Act, and are jointly and severally liable to plaintiffs and all other members of the Class who purchased on the Offering.

38. Plaintiff seeks rescission of their purchases of Theta securities or membership interests and hereby tender their units.

39. Plaintiff inc orporates by reference and realleges all preceding paragraphs as if fully set forth herein.

40. Defendants Bell and Rubel, as officers and managers of Theta, owed fiduciary duties to plaintiff and members of the Class. Those fiduciary duties incl ude the duty to not waste the assets of Theta and to not make payments in excess of those authorized by the terms of the Offering.

41. Defendants Bell and Rubel breached these fiduciary duties by making payments to themselves in the form of manag ement and consulting fees exceeding the amounts authorized by the terms of the Offering.

A. An order certifying the Class as set for th herein and designating plaintiff as the representative thereof;

B. A judgment declaring the conduct of the defendants to be in violation of law as set forth herein;

C. A judgrnent awarding rescission to plaintiffs under Section 12(2) of the Securities Act of 1933 as a result of the unlawful conduct described above;

D. A judgment awarding plaintiffs and the other members of the Class compensation for the damages which they have sustained as a result of the defendants' unlawful co nduct stated above;

E. A judgment awarding plaintiffs reasonable attorneys' fees, experts' fees, interest and cost of suit; and

F. Granting such other and further relief as this Court may deem just.

Respectfully submitted,
MUCH SHELIST FREED
DENENBERG AMENT & EIGER
By:____ss_____
Michael J. Freed, Esq.
200 N. LaSalle Street, Suite 2100
Chicago, IL 60601
(312) 346-3100

Fred Taylor Isq uith, Esq.
Jeffrey G. Smith, Esq.
Jody B. Amsel, Esq.
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
270 Madison Avenue
New York, New York 10016
(212) 545-4600

Attorneys for Plaintiff Robert I. Falk

Dated: January 2 7 1997

ROBERT I. FALK ("Plaintiff") declares, as to the claims asserted under the federal securities laws, that:

1. Plaintiff has reviewed the complaint and authorized its filing.

2. Plaintiff did not purchase the security that is the subject of this action at the direction of plaintiffs' counsel or in order to participate in this private action.

3. Plaintiff is willing to se rve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4. Plaintiff's actions in the security that is the subject of this action during the Class Period are as follows: