Plaintiff alleges the following based upon the investigation of her counsel, which included a review of documents filed with the Securities Exchange Commission ("SEC") by SmarTalk Teleservices, Inc. ("SmarTalk" or the "Company"), press releases issued by the Company and securities analyst and media reports about SmarTalk, and plaintiff believes that, after a reasonable opportunity for discovery, substantial evidence will exist to support the allegations set forth in this Complaint.

1. This action is brought as a class action on behalf of all persons or entities who purchased or otherwise acquired SmarTalk securities between August 14, 1997 and August 10, 1998 (the "Class Period") and who sustained damages thereby (the "Class"). On behalf of herself and the members of the Class, plaintiff seeks to recover damages caused by defendants' violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act").

2. Throughout the Class Period, defendants made materially false and misleading statements by claiming, among other things, that SmarTalk was expanding its business opportunities through favorable acquisitions and distribution agreements with other companies and that the Company was generating "record" financial results. While defendants were disseminating these statements, however, they failed to disclose to the investing public that: a) they artificially recognized the sales figures announced during the Class Period; b) they were recognizing revenues prematurely and improperly in violation of Generally Accepted Accounting Principles ("GAAP"); c) SmarTalk's distributors were not selling prepaid cards at the levels represented; d) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; and e) defendants were not controlling costs.

3. Defendants were partly motivated to commit the deceptive and illegal scheme alleged herein so that they could reap enormous gains from selling or otherwise disposing of millions of shares of their own SmarTalk stock at artificially inflated prices. Defendants amassed over $50,000,000 from their insider sales of the Company's stock during the Class Period.

4. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. Sections 1331, 1337 and 1367, and Section 27 of the Exchange Act (15 U.S.C. §78aa).

5. This action arises under Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. Sections 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder (17 C.F.R. Section 240.10b-5).

6. Venue is proper is this District pursuant to Section 27 of the Exchange Act. The violations of law charged herein, including the dissemination of materially false and misleading information, occurred in part in this District.

7. In connection with the acts alleged in this Complaint, defendants directly or indirectly used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets.

8. Plaintiff Dorothy J. Coven purchased 200 shares of SmarTalk stock on May 5, 1998 at $21-7/8 per share. Defendants' deceptive and illegal conduct has damaged plaintiff Coven.

9. Defendant SmarTalk is an Ohio corporation with its offices located at 5500 Franz Road, Suite 125, Dublin, Ohio. SmarTalk claims to be one of the largest providers of prepaid telecommunications products in North America

10. Defendant Robert H. Lorsch is Chairman of the Board and, until February 1998, was the Chief Executive Officer of SmarTalk. During the Class Period, defendant Lorsch sold 2,062,750 shares of SmarTalk stock. Lorsch signed SmarTalk's Form 10-K for the fiscal year ended December 31, 1997.

11. Defendant Eric L. Spangenberg was President and Chief Operating Officer of SmarTalk until February 1998, at which time he was appointed as Chief Executive Officer and Vice Chairman of the Board of Directors. Spangenberg signed the Form 10-K for the fiscal year ended December 31, 1997.

12. Defendant Glen Andrew Folck is, and at all relevant times was, Vice President and Chief Financial Officer of SmarTalk. During the Class Period, defendant Lorsch sold 28,240 shares of SmarTalk stock. Folck signed the Form 10-K for the fiscal year ended December 31, 1997.

13. Defendant David A. Hamburger is, and at all relevant times was, Vice President for Legal Affairs and General Counsel of SmarTalk. During the Class Period, defendant Hamburger sold 160,000 shares of SmarTalk stock.

14. Defendant Richard M. Teich is, and at all relevant times was, Executive Vice President of SmarTalk. During the Class Period, defendant Teich sold 120.000 shares of SmarTalk stock.

15. Defendant Robert M. Smith is, and at all relevant times was, a director of SmarTalk. During the Class Period, defendant Smith sold 28,240 shares of SmarTalk stock. Smith signed the Form 10-K for the fiscal year ended December 31, 1997.

16. Defendant Fred F. Fielding is, and at all relevant times was, a director of SmarTalk. During the Class Period, defendant Smith sold 28,240 shares of SmarTalk stock. Fielding signed the Form 10-K for the fiscal year ended December 31, 1997.

17. Defendant Ahmed O. Alfi is, and at all relevant times was, a director of SmarTalk. During the Class Period, defendant Alfi sold 15,000 shares of SmarTalk stock. Alfi signed the Form 10-K for the fiscal year ended December 31, 1997.

18. Defendants Lorsch, Spangenberg, Folck, Hamburger, Teich, Smith, Fielding and Alfi (collectively referred to herein as the "Individual Defendants") were at all relevant times controlling persons of SmarTalk within the meaning of Section 20(a) of the Exchange Act. The Individual Defendants had the power and influence, and exercised such power and influence, to cause SmarTalk to engage in the unlawful practices complained of herein. Because of their executive, managerial and/or directorial positions with SmarTalk, each of the Individual Defendants had access to the adverse, non-public information about the business, finances and business prospects of SmarTalk, as particularized herein, and acted to misrepresent, misstate or conceal such information from plaintiff and the investing public.

19. As officers, directors and/or controlling persons of a company registered with the SEC under the federal securities laws, whose common stock is also registered with the SEC, traded on the NASDAQ National Market System and governed by the provisions of the federal securities laws, the Individual Defendants each had a duty to disseminate promptly accurate and truthful information with respect to SmarTalk's operations, products, markets, management, earnings and business prospects, to correct any previously issued statements that had become materially misleading or untrue, and to disclose any trends that would materially affect earnings and the financial results of SmarTalk, so that the market price of the Company's publicly traded securities would be based upon truthful and accurate information. Under rules and regulations promulgated by the SEC under the Exchange Act, specifically Item 303 of Regulation S-K, the Individual Defendants also had a duty to report all trends. demands or uncertainties that were likely to influence: (a) SmarTalk's liquidity; (b) SmarTalk's net sales, revenue and/or income; and/or (c) previously reported financial information to the extent it would not be indicative of operating results. The Individual Defendants' representations during the Class Period violated these specific requirements and obligations.

20. Each defendant is liable as a participant in a fraudulent scheme and common course of conduct that operated as fraud and deceit on purchasers of SmarTalk's stock, by virtue of having disseminated materially false and misleading statements and/or concealed material, adverse facts. The scheme: (a) deceived the investing public regarding SmarTalk's business, products, revenues, earnings, performance, performance trends and the intrinsic value of its shares. (b) caused plaintiff and other members of the Class to purchase or acquire SmarTalk stock at artificially inflated prices; and (c) permitted the Individual Defendants to profit handsomely from insider sales of their own stock at materially inflated prices.

21. Plaintiff brings this action as a class action pursuant to Federal Rules of Civil Procedure 23 (a) and (b)(3) on behalf of a class consisting of all persons or entities who purchased or otherwise acquired shares of SmarTalk common stock from August 10, 1997 through August 11, 1998, inclusive, and who were damaged thereby, and assert Counts I and II on behalf of the Class. Excluded from the Class are defendants, officers and directors of the Company, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which a defendant has or had a controlling interest.

22. 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 at this time and can only be learned through appropriate discovery, plaintiff believes that there are thousands of members of the Class throughout the United States. As of July 25, 1998, there were more than 22.6 million shares of SmarTalk common stock outstanding and actively traded over the counter in an efficient market. Record owners and other members of the Class may be identified from records maintained by SmarTalk 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 claim is typical of the claims of the members of the Class as all Class members were similarly affected by defendants' wrongful conduct in violation of the federal laws complained of herein.

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

25. 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 further alleged herein;

(b) Whether defendants participated in and pursued the common course of conduct complained of herein;

(c) Whether documents, press releases and other statements disseminated to the investing public and the Company's shareholders during the Class Period misrepresented material facts about the business, management, products, markets, financial condition, and business prospects of SmarTalk;

(d) Whether the market price of SmarTalk common stock during the Class Period was artificially inflated due to the material misrepresentations and the failure to correct the material misrepresentations complained of herein; and

(e) Whether the members of the Class have sustained damages and, if so, the proper measure of damages resulting from the actions of defendants complained of herein.

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

27. SmarTalk is followed by securities analysts employed by investment banking firms and brokerage houses which issue reports and make recommendations concerning SmarTalk common stock to their clients. The reports are also broadly disseminated to the investing public.

28. In writing reports about SmarTalk analysts relied, in substantial part, upon the information provided to them by defendants, upon statements and reports issued by SmarTalk, upon information provided to them privately by the Company through defendants, and upon assurances by defendants that information in the analysts' reports was not of material variance from defendants' internal knowledge of its operations and prospects.

29. Defendants communicated with analysts to assure them, and, through them, the investing public, that SmarTalk's business was strong, and that it was on track to continue achieving strong earnings and revenue growth through sales of its technologically innovative products. As part of their scheme to defraud purchasers of SmarTalk securities during the Class Period, defendants communicated regularly with securities analysts to discuss, among other things, the Company's prospects, operating results, expected revenues and product developments, and to provide detailed "guidance" and direction to these analysts with respect to the Company's business, products and projected revenues and earnings. These communications included, but were not limited to, frequent conference calls, meetings and analysts' briefings. Defendants knew that by participating in regular periodic communications with analysts, the Company could disseminate false information to the investment community, and that investors, including the members of the Class, would rely and act upon such information. Defendants had such communications with analysts in order to cause or encourage them to issue favorable reports on SmarTalk and used these communications to falsely present SmarTalk's prospects to the marketplace and artificially to inflate the market price of SmarTalk common stock.

30. By intentionally, knowingly or recklessly misleading securities analysts, defendants, directly or indirectly, caused the analysts to issue false and misleading reports that contained the false and misleading information provided to them by defendants. In addition, defendants caused the analysts to express misleading opinions and to make misleading recommendations and projections based on the false and misleading information that defendants provided to the analysts.

31. As alleged above, information about SmarTalk set forth in the securities analysts' reports was obtained from or based upon misleading information received from the Individual Defendants. The Individual Defendants knew, or recklessly disregarded, that the analysts reports which were issued contained information provided by them. The Individual Defendants knew, or recklessly disregarded, that such reports would be circulated throughout the investing community and would affect the trading price of SmarTalk common stock. The Individual Defendants endorsed the analysts' reports, adopted them as their own, and approved the contents of such reports, including the projections, forecasts, and statements contained in them. Despite their duty to do so, the Individual Defendants failed to correct the materially false and misleading statements made in these reports during the Class Period.

32. Plaintiff, the Class, and the market generally, directly or indirectly relied and acted upon the information communicated in these written reports, including the recommendation that investors purchase SmarTalk common stock.

33. SmarTalk is a company that manufactures and distributes prepaid calling cards and other enhanced telecommunications products which are sold at retail stores. SmarTalk also maintains distribution agreements with mass merchandisers, consumer electronics retailers, supermarkets and home office superstores, university book stores and convenience stores nationwide.

34. Defendants' scheme to defraud investors began no later than August 13, 1997, when SmarTalk announced its second quarter earnings in an announcement issued over the PR Newswire:

Revenues for second quarter 1997 were $11,796,890 as compared to $2,538,655 for the same period in 1996. Net income for the second quarter 1997 was a loss of $666,345 as compared to a loss of $1,194,514 for the same period in 1996. Net income per share for the second quarter 1997 was a loss of $0.05 per share as compared to a loss of $. 13 per share for the same period in 1996. Gross margin for the second quarter was 38.9% as compared to 24% for the same period in 1996.

35. Commenting on the second quarter 1997 results, defendant Lorsch stated:

"I am pleased with the Company's continued growth. Quarter over quarter, revenues increased 60 percent. In the first two quarters of 1997, our revenues exceeded 1996 full-year revenues by more than 27%," stated SmarTalk Chairman and CEO, Robert H. Lorsch. "We continue to see improvement in gross margins which reflect both increased traffic at our company-owned platforms as well as reductions in long distance transport costs. We are also beginning to see the contribution from the SmarTel and GTI transactions. It appears that the consumer market is realizing the value and benefit of using a prepaid calling card, which is reflected in retail growth. This increasing consumer demand is leading to some very exciting retail sales opportunities as well as alternative distribution opportunities for accounts such as HFS and Choice Hotels. We are continuing to introduce new products such as Voice/FAX mailboxes and to build our infrastructure and inventories to meet additional demand."

36. The statements identified above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclose to the investing public that: a) defendants were artificially recognizing the sales figures announced in the second quarter of 1997; b) defendants were recognizing revenues prematurely and improperly in violation of GAAP; and c) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented.

37. As a result of the August 13, 1997 announcement, SmarTalk's stock price climbed from $18.875 on August 13, 1997 to $20.375 on August 14, 1997. SmarTalk's stock price, moreover, continued to climb during the month of August and reached a high of $23.00 per share by the end of the month.

38. On September 11, 1997, defendants continued to tout the apparent growth of the Company and announced over the PR Newswire:

that [SmarTalk] has signed an exclusive retail and vending agreement with Simon Brand Ventures, an affiliate of Simon DeBartolo Group, the nation's largest publicly traded developer and operator of shopping malls including Mall of America and the Forum Shops located at Caesar's Palace. Under the terms of the agreement, SmarTalk prepaid long-distance calling cards will ultimately be offered for sale in more than 130 shopping malls nationwide primarily through vending machines and customer service kiosks and used as premium and promotional items in Simon DeBartolo Group mall events. SmarTalk is currently rolling out prepaid calling cards through ATM machines at Simon DeBartolo properties under the Company's distribution agreement with ATM marketer AmeriCash signed in April of this year. The Company expects product roll out to occur during the first quarter of 1998.

"This agreement gives consumers the ability to purchase SmarTalk products in premier, high-traffic shopping malls across the country while increasing SmarTalk's brand awareness and new customer trials through Simon DeBartolo Group national promotions. In addition, many of these properties such as Mall of America and the Forum Shops attract a large international audience, which we see as an opportunity to expand international usage of our prepaid products and services," said Robert H. Lorsch, Chairman and CEO of SmarTalk "In addition, we're excited about the prospect of tapping into SDG's wide array of marketing vehicles, from their mall publications to their electronic and interactive channels."

***

SmarTalk recently announced the signing of a definitive agreement to acquire ConQuest Telecommunication Services Corp., a Dublin, Ohio-based developer and marketer of prepaid calling cards and other enhanced telecommunications services. ConQuest currently distributes its cards through more than 6,000 storefronts and provides domestic and international calling card services for the tour and travel industry.

39. The statements identified above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) SmarTalk's acquisitions were not generating the growth that defendants represented; b) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; c) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; d) defendants were not controlling costs; and e) defendants were recognizing revenues prematurely and improperly in violation of GAAP.

40. The defendants' false and misleading statements had the defendants' desired effect. By September 19, 1997, SmarTalk's stock price reached a high of $23.75.

41. On October 17, 1997, over the PR Newswire, defendants "reported 1,770,574 new PIN activations and 91,207,466 decremented minutes for the third quarter ended September 30, 1997, as compared to 693,447 PINs activated and 54,824,541 decremented minutes for the quarter ending June 30, 1997, and 262,872 PINs activated and 23,510,042 decremented minutes for the quarter ended September 30, 1996."

42. Shortly thereafter, on October 22, 1997, over the Business Wire, defendants announced that SmarTalk had acquired Frontier Corporation's retail prepaid business. According to the defendants:

SmarTalk Teleservices, Inc. today announced it has signed a definitive agreement to acquire the retail prepaid business from Frontier Corporation for $35 million in cash. Frontier prepaid phone cards are distributed in over 4,000 retail locations, including Merit Stations, King Sooper, Southwest Supermarkets, Acme Supermarkets, Qwik Shops and Wegmans, amongst others. When combined, SmarTalk will have distribution agreements providing access to more than 40,000 locations throughout North America for the sale of prepaid calling cards.

"As a result of this acquisition. SmarTalk clearly establishes itself as the leading manufacturer and distributor of prepaid calling cards at retail with agreements providing access to more than 40,000 locations. Our distribution combined with our quality and feature-rich products are making SmarTalk the national brand that consumers will look for when purchasing prepaid calling card products and services," stated SmarTalk Chairman and CEO Robert H. Lorsch.

"Most importantly, we are excited about the opportunity to serve Frontier's prepaid retailers and to work with these valuable customers to expand their business and transition them into prime SmarTalk accounts. We take our responsibilities to all our retail customers seriously. At the end of the day, this transaction gives SmarTalk another opportunity to continue doing what we do best, which is manufacture, market and distribute prepaid calling cards at retail."

43. The statements identified above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) SmarTalk's acquisitions were not generating the growth that defendants represented; b) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; c) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; d) defendants were not controlling costs; and e) defendants were recognizing revenues prematurely and improperly in violation of GAAP.

44. The price of SmarTalk stock continued to climb as a result of defendants' positive announcements and reached a high of $25.375 on October 23, 1997.

45. On November 6, 1997, over the Business Wire, defendants announced that the SmarTalk had an agreement to distribute its prepaid card in the United Kingdom:

SmarTalk TeleServices, Inc. and its wholly owned subsidiary, SmarTalk TeleServices (U.K.) Ltd., announced today the signing of a definitive agreement with DCI Telecommunications, Inc. to purchase the right to distribute SmarTalk prepaid calling cards in the United Kingdom through D Services, a WH Smith business which specializes in news trade distribution. This agreement gives SmarTalk the potential to access 55,000 retail outlets in the UK. Under terms of this agreement, SmarTalk will purchase DCI's prepaid phone card distribution channel for $9 million, consisting of $8 million in SmarTalk common stock and $l million in cash.

"The European prepaid phone card market is more mature and sophisticated when compared to the U.S. market where phone cards were introduced less than five years ago. In fact, Europe was an early launching pad for the worldwide market. We are proud to have the opportunity to distribute SmarTalk branded prepaid calling cards in Europe. We look forward to living up to the responsibility of introducing a high quality prepaid calling card that will be worthy of the WH Smith name," said Robert H. Lorsch, SmarTalk's Chairman and CEO.

Michelle W. Fess, SmarTalk's Vice President - International, added, "We are delighted to be partnering with a high caliber, 'blue chip' partner such as WH Smith. We believe that D Services' solid reputation and proven distribution capabilities will provide us with a competitive advantage in the UK market."

46. The statements identified above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) SmarTalk's acquisitions were not generating the growth that defendants represented; b) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; c) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; d) defendants were not controlling costs; and e) defendants were recognizing revenues prematurely and improperly in violation of GAAP.

47. Less than one week later, defendants continued their scheme to artificially inflate the price of SmarTalk shares. On November 12, 1997, over the Business Wire, defendants stated:

SmarTalk TeleServices, Inc. today reported record financial results for the quarter ended September 30, 1997. For the third quarter of 1997, revenues grew to $20,565,622, from $11,796,890 reported for the second quarter of 1997 and $4,588,844 reported for the third quarter last year. The Company reported net income for the quarter of $478,637, or $0.03 per share, compared with a net loss of $666,345, or a net loss of $0.05 per share, for the second quarter of 1997, and a net loss of $1,162,184, or $0.12 per share, for the third quarter last year. Gross margin for the third quarter of 1997 improved to 42.6% over 24.6% reported for the third quarter of 1996.

For the nine months ended September 30, 1997, revenues reached $39,730,845 up 381% from $8,266,864 reported for the same nine month period a year ago. The Company reported a net loss of $498,005, or $0.03 per share, compared with a net loss of $3,433,370, or a net loss of $0.37 per share, for the first nine months of 1996. Gross margin for the nine months ended September 30, 1997 increased to 40.2% compared with 25.0% reported for the same nine months in 1996.

48. Commenting on the third quarter 1997 results, defendants made the following false and misleading statements:

"Our financial performance continued to improve during the third quarter. This is our twelfth consecutive quarter of revenue growth, which can be attributed to the Company's quality product and management's focus on its core competencies," stated Robert H. Lorsch, SmarTalk's Chairman and CEO.

SmarTalk Vice Chairman and COO, Erich L. Spangenberg, stated, "We are continuing to execute on our business plan that includes our core business growth as well as acquisitive growth. The third quarter results reflect our ability to leverage our size, scale and scope. SmarTalk is benefiting from reductions in long distance transport rates and increased utilization of our company-owned call-processing platforms. We anticipate this trend will continue, resulting in a favorable impact on our gross margin. We are pleased with our ability this quarter to deliver on our commitment of positive earnings."

***

SmarTalk also announced it has strengthened the senior management team and has hired Jeff Lindauer as President of SmarTalk. Mr. Lindauer, who brings more than 15 years of telecommunications experience most recently as head of MCI's prepaid phone card division, resigned yesterday from MCI and will immediately assume his new position with SmarTalk. He will have input in all Company operations including marketing, sales, production and distribution among others.

49. Defendants' scheme to deceive the investment community continued into 1998. On February 26, 1998, over the Business Wire, defendants announced the Company's financial results for the fourth quarter 1997:

SmarTalk TeleServices, Inc. today reported record results for the fourth quarter and year ended December 31, 1997. For the fourth quarter of 1997, revenues grew to $32.1 million, up from $6.8 million reported for the fourth quarter of 1996, and from $20.6 million for the third quarter ended September 30. 1997. Earnings before one-time charges for the fourth quarter of 1997 were $2.8 million, or $0.17 per share, compared with earnings of $320,822, or $.03 per share, for the fourth quarter of 1996, and earnings of $478,637, or $.03 per share, for the third quarter of 1997. Gross margin for the fourth quarter of 1997 increased to 48.1%, up from 40.8% reported for the fourth quarter of 1996, and 42.6% reported for the third quarter of 1997. For the year ended December 31, 1997, revenues reached $71.9 million, up 379% from $15.0 million reported for 1996. Earnings before one-time charges for 1997 were $2.3 million, or $0.14 per share, compared with a loss of $3.1 million, or $0.31 per share, reported in 1996. Gross margin rose to 43.7% for the 12-month period compared with 32.1% for the same period in 1996. SmarTalk announced a non-recurring restructuring charge of $25 million related to previously announced acquisitions, including rationalization of suppliers and carrier arrangements, standardization of products and consolidation of facilities and operations. For the fourth quarter, the Company also reported a non-cash acquisition-related charge for in-process research and development of $39.2 million in connection with the acquisition of ConQuest Telecommunication Services Corp.

50. Defendants, discussing the results for the fourth quarter of 1997 and future growth prospects, added:

"1997 was a year of many accomplishments for SmarTalk. We reported record operating results, and invested in the infrastructure and development of new technology to support our expanded product offerings and to remain ahead of competition. We formed a number of important strategic alliances and completed five acquisitions, three of which closed in the fourth quarter," stated SmarTalk chairman, Robert H. Lorsch. "We started the year with distribution into 8,000 storefronts and a target to exceed 15,000 by year end.

Today the Company maintains distribution agreements giving SmarTalk access to more than 100,000 domestic and international locations. Given this growth, it is vital for the Company to move forward on the integration and consolidation which includes the appointment of Erich as CEO and Jeff as COO, taking advantage of Jeff's 16 years of telecom experience at MCI and, most recently, as head of MCI Prepaid." Chief financial officer, Andrew Folck, stated, "Our numbers reflect a solid growth pattern for the Company, which resulted in a significant increase in strength of our operations. Benefits to the Company included reduction of long distance transport rates and increased utilization of our Company-owned call-processing platforms, leading to significant margin improvements and our ability to post profits in the second half of 1997. The Company completed approximately $250 million of acquisitions over the course of 1997. The one-time restructuring charge is a modest 10% of completed acquisition value." "Our chairman and co-founder, Bob Lorsch, put this Company on the map," continued Mr. Spangenberg. "His vision and direction have helped take us to where we are today. Going forward we plan to build on the foundation he created and to continue to execute on our plan that includes both core business growth as well as acquisitive growth." Added Mr. Lorsch: "As chairman, I will continue to focus on key customer relationships, opportunities for growth, strategic alliances and new products. I have great faith in Erich and Jeff to lead this company forward."

"We continue to add solid retail accounts to our distribution network." stated SmarTalk president, Jeff Lindauer. "We have just signed the complete group of Federated Stores to our client roster, including Macy's, Bloomingdales, Bon Marche and others. American Stores has just signed a new three-year exclusive distribution agreement, their third consecutive contract with SmarTalk. In addition to Sav-On Drugs, Osco-Drugs and Jewel-Osco Stores, we've now added more than 600 Lucky, Jewel and Acme supermarkets."

51. The statements identified above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) defendants were artificially recognizing the sales figures announced in the third and fourth quarter of fiscal year 1997; b) defendants were recognizing revenues prematurely and improperly in violation of GAAP; c) SmarTalk's acquisitions were not generating the growth that defendants represented; d) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; e) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; and f) defendants were not controlling costs.

52. The market reaction to defendants' February 26, 1998 announcement was overwhelmingly positive. The price of SmarTalk stock went from $27.4375 on February 26, 1998 to a high of $34.1875 on February 27, 1998.

53. On March 3, 1998, Credit Suisse First Boston Corporation issued a "buy" rating for SmarTalk stock that was based largely on the Company's fourth quarter 1997 financial results:

SmarTalk made three key announcements: (1) strong fourth quarter results; (2) write-offs stemming from acquisitions consolidating operations to Ohio; and (3) management changes reflecting the continuing development of the company from a start-up phase. All three of these announcements reflect a company focused on current results and improving its ability to deliver superior long-term growth.

Earnings in the fourth quarter were $0.17 per share reported, but about $0.138 normalized versus our $0.13 estimate. We are maintaining our 1998 and 1999 earnings estimates of $1.31 and $2.05 per share, respectively. We are also reiterating our Buy rating on the stock and our year-end 1998 price target of $40.

54. On March 31, 1998, defendants filed with the SEC SmarTalk's Form 10-K for the year ended December 31, 1997. The Form 10-K was signed by Defendants Lorsch, Spanenberg, Folck, Smith, Fielding and Alfi and incorporated the financial results reported in ¶¶ 47-49.

55. On April 1, 1998, over the Business Wire, defendants announced:

SmarTalk TeleServices, Inc. announced today that estimated first quarter revenues and earnings per fully diluted share are anticipated to be approximately $40 million and a loss of $0.05, respectively. The Company will announce earnings for the quarter ended March 31, 1998 on Tuesday, May 12th.

"We continue to anticipate significant growth in revenues and earnings year-over-year," stated Company CEO Erich Spangenberg. "Estimated first quarter revenues of $40 million compare with $7.37 million for the same period last year. The estimated revenues and earnings for the quarter and the year will be impacted by a number of factors including the classification of the call center acquired in connection with the ConQuest transaction as a discontinued operation, delays and costs associated with the launch of alternative distribution, promotional revenues not achieving expected levels, the timing of revenue recognition from certain key accounts, and costs associated with the anticipated launch of prepaid cellular and international expansion. These challenges have been identified and are being addressed and are anticipated to improve as a result of consolidation in Columbus, strengthening of the management team and new technology for prepaid cellular.

"The call center is not part of our core business," continued Mr. Spangenberg, "and we are evaluating alternatives for this line of business. Alternative distribution continues to demonstrate significant potential even though the technical requirements and sheer size of these accounts have taken us longer to roll out than initially expected. The Company's promotional sales efforts are being refocused to sell into accounts that meet our margin parameters for this type of business in connection with our consolidation in Columbus, which should lead to more efficient execution and increased promotional revenues.

"Our international strategy is also starting to pay off. We are seeing increasing revenues from both our UK and Canadian operations. Our relationship with D Services, the distribution arm of WH Smith, continues to be strong and initial card sales in the UK are promising," continued Mr. Spangenberg. "Furthermore, we are seeing interest from other overseas prepaid companies in developing strategic alliances with us based on our dominant marketplace position and believe that the international marketplace will continue to grow through our existing business and new overseas partnerships.

Mr. Spangenberg, added, "We believe that investing in areas such as international opportunities and new technology to meet the demands of our customers in areas such as prepaid cellular is key to maintaining our leading market position and further leveraging our distribution asset."

***

"Our business plan calls for core growth, acquisitive growth and increased productivity through our existing retail and alternative distribution channels," continued Mr. Lindauer. "We already maintain distribution into tens of thousands of locations throughout North America and the UK, and are now focusing on increasing sell-through at these points of sale -- which alone has the potential to significantly increase our revenues. Our distribution channel is a major asset. Increasing the number of sales of cards per store per day makes our distribution asset more productive. This new team will be key to our success."

56. Thereafter, on May 4, 1998, over the Business Wire, defendants announced:

SmarTalk TeleServices, Inc. and Boston Communications Group, Inc, today announced a strategic alliance to market prepaid wireless products. SmarTalk is a leader the prepaid phone card industry with access to more than 100,000 retail points of distribution. Boston Communications Group is the leading provider of prepaid wireless services to the wireless telecommunications industry, with five of the six largest cellular carriers as its customers.

***

"The combined strength of SmarTalk's phone cards and retail distribution network with BCGI's technology, wireless carrier relationships and wireless roaming network will create a powerful prepaid wireless solution on a nationwide basis," stated SmarTalk CEO Erich Spangenberg. "We have spent a considerable amount of time analyzing the prepaid wireless market and believe this alliance will be an important contributor to our success. BCGI is the largest prepaid wireless service bureau in the world for a reason -- they are extremely good at what they do. We are pleased to be teaming up with them in this alliance. It's a marriage of technology and distribution."

57. The statements identified in above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) defendants were artificially recognizing the sales figures announced in the financial quarters during the Class Period; b) defendants were recognizing revenues prematurely and improperly in violation of GAAP; c) SmarTalk's acquisitions were not generating the growth that defendants represented; d) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; e) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; and f) defendants were not controlling costs.

58. Defendants were able to profit individually from their fraudulent scheme and SmarTalk's artificially high stock price. As detailed below, during the Class Period, defendants sold over two million share of SmarTalk stock from which they received over $50,000,000 in proceeds.

59, On May 12, 1998, in an article entitled "SmarTalk rings up 45.4% Increase in First Quarter Minutes-of-Use, $39.6 Million of Prepaid Revenues Excluding Call Center Operations and Break-Even Quarter From Continuing Operation" distributed over Business Wire, defendants announced:

SmarTalk TeleServices, Inc. today reported financial results for the quarter ended March 31, 1998. For the first quarter of 1998, revenues grew 23.3% to $39.6 million from $32.1 million reported for the fourth quarter of 1997, and 437.6% from $7.4 million reported for the first quarter last year. The Company also reported break-even earnings per share from continued operations compared with a net loss of $0.02 per share for the first quarter last year.

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"Revenues for the quarter were in line with our previously announced estimates," stated SmarTalk CEO Erich Spangenberg. "The increase in decremented minutes and revenues for the quarter demonstrate that more consumers are purchasing and using SmarTalk prepaid calling cards. The PIN activations number reflects a significant increase in consumer acceptance. We exited the quarter selling through approximately 34,000 storefronts and look to roll-out a significant number of additional storefronts over the balance of 1998."

Company President and COO Jeff Lindauer stated: "Our consolidation strategy is starting to yield results as evidenced by our break-even quarter. As of May St., the Company's Los Angeles corporate office was closed and the promotional division will close its Boston office. The management team is coming together under one roof in Ohio, which we anticipate will make a positive impact on our business. We currently are in temporary quarters and expect to move into permanent corporate headquarters in Columbus in July. In addition to executing on our consolidation strategy and pursuing new business opportunities, we've recently completed the first phase of the roll-out of SmarTalk products to more than 14,000 U.S. Postal Service offices and vending locations."

60. Commenting on the numbers for the quarter, defendants added:

"Our numbers do not reflect any revenues from the call center operation which were in excess of $5 million. From January St. [sic], the call center has been classified as a discontinued operation and is anticipated to be sold during 1998. The loss attributable to the operation and closure of the call center is $3.3 million, or $0.15 per share. We do not consider the call center operation to be part of the Company's core business."

According to Senior VP Sales Jack Feingold "We've completely repositioned the USPS prepaid card as 'A New Way to Communicate.' This merchandising effort is being headed by SmarTalk's VP Alternative Distribution, Mark Sterbens who, working closely with SmarTalk Chairman Robert Lorsch, developed the program with the USPS. We recently added in excess of 1,000 new retail storefronts including RaceTrac Convenience Stores, United Hardware, Southwest Supermarkets, Thrifty White stores, and others. We've also initiated a 'most wanted' list, which focuses our new business efforts on a number of the largest North American retailers and promotional marketers.

"We've become much more aggressive with our international strategy. We've lowered rates to Mexico and Canada. Calls from the U.S. to anywhere in Mexico are now only two units per minute on selected cards, including cards available at the U.S. Postal Service. Calls from the U.S. to anywhere in Canada, and calls from anywhere in Canada to the U.S. are only one unit per minute. As a result of this strategy, the Company has already expanded our long-term relationship with Office Depot to add their Canadian stores," continued Mr. Feingold. "We've also begun rolling out higher value and co-branded SmarTalk cards to over 1,000 American Stores locations including Sav-On and Osco Drugs, and Lucky, Acme and Jewel supermarkets."

Senior VP of Marketing Joe Borocz added: "We've taken key strategic steps to launch our prepaid cellular product offering. We acquired Debit Cellular Network which brought us key enabling technology to build a true inbound and outbound prepaid cellular solution unlike any other solution currently available in the marketplace. Additionally, we announced a new strategic alliance last week with Boston Communications Group, the leading provider of prepaid wireless services to the wireless telecommunications industry. Our joint effort will give major national wireless carriers the opportunity to capitalize on SmarTalk's broad-based national distribution channel and to use SmarTalk brand phone cards as a virtual 'currency' for their customers to recharge prepaid wireless phones."

61. The statements identified in above were materially false and misleading, and thereby artificially inflated the price of SmarTalk stock during the Class Period, because defendants failed to disclosed to the investing public that: a) defendants were artificially recognizing the sales figures announced in the financial quarters during the Class Period; b) defendants were recognizing revenues prematurely and improperly in violation of GAAP; c) SmarTalk's acquisitions were not generating the growth that defendants represented; d) SmarTalk's distributors were not selling prepaid cards at the levels defendants represented; e) SmarTalk's management was encountering severe difficulties in integrating the companies acquired; and f) defendants were not controlling costs.

62. On August 10, 1998, contrary to all of the positive statements being disseminated by the defendant during the Class Period, defendants announced:

SmarTalk TeleServices, Inc. (Nasdaq:SMTK) today announced that it is postponing the release of its quarterly results for the quarter ended June 30, 1998. The Company had anticipated announcing revenues of $51.8 million, net income from continuing operations of $1.9 million and earnings per share from continuing operations of $0.08. These results reflect the proposed treatment of SmarTalk's recent acquisition of Worldwide Direct on a pooling-of-interests basis.

The Company's independent accountants, Pricewaterhouse Coopers, LLP ("PwC"), have recently informed management about potentially significant issues with the Company's accounting treatment for acquisitions that occurred during 1997 and certain other items relating to 1997. The accounting treatment of these transactions was previously reviewed by PwC in connection with the Company's annual audit.

The Company intends to evaluate and promptly resolve these issues and then release its results for the quarter ended June 30, 1998. The Company's anticipated second quarter, year-end and prior quarterly results could be materially affected by any adjustments resulting from this accounting review.

SmarTalk will not be holding the previously-announced conference call for analysts that was scheduled for tomorrow morning.

63. Thereafter, on August 11, 1998:

SmarTalk TeleServices Inc. shares fell as much as 52 percent after the distributor of prepaid phone cards said it will delay reporting second-quarter results to review accounting methods.

SmarTalk fell 8 1/4 to 8 3/8 in early trading of 1.8 million, and earlier touched 8. The shares, which have fallen more than 60 percent so far this year, were the third-largest percentage decliner in U.S. markets.

Yesterday, SmarTalk said it may have to restate results from 1997 to change how it accounts for 1997 purchases. The company and auditors are reviewing the accounting methods.

Before the review, the Dublin, Ohio-based company expected to report second-quarter net income of $1.9 million, or 8 cents a share, on sales of $51.8 million.

64. As a result of the above materially false and misleading statements, plaintiff. and other members of the Class, who relied on defendants' representations and SmarTalk's stock price when purchasing SmarTalk common stock during the Class Period, were damaged by defendants' scheme to mislead and defraud the Class as alleged herein.

65. By and through the acts of defendants, SmarTalk had the opportunity and motive to commit the acts alleged above. As a publicly held company, defendants had the opportunity to distribute false and misleading information to the public through SEC filings, press-releases and communications with analysts and, in fact, took advantage of this opportunity by committing the acts alleged above.

66. The following chart summarizes the sales of SmarTalk common stock by the insider defendants during the Class Period:

     Insider        Dates Sold          Shares Sold

     R. Lorsch      12/9 -- 12/29/97    34,750
                    11/20/97            1,300,000
                    11/7 -- 11/11/97    28,000
                    10/26/97            50,000
                    8/19/97             650,000

     G. Folck       8/14/97             28,240
                    1/5/98              25,000

     D. Hamburger   3/2 -- 3/3/97       135,000
                    1/5/97              25,000

     R. Teich       9/2/97              50,000
                    3/3/98              70,000

     R. Smith       3/2 -- 3/12/98      28,240

     F. Fielding    3/6/98              28,240

     A. Alfi        12/30/97            15,000

     Total                              2,467,470

67. The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the false forward-looking statements pleaded in this Complaint. None of the forward-looking statements pleaded herein were sufficiently identified as a "forward-looking statement" when made. Nor did meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements accompany those statements. To the extent that the statutory safe harbor does apply to any forward-looking statements pleaded, defendants are liable for those false forward-looking statements because, at the time each of those statements was made, the speaker actually knew the forward-looking statement was false and the forward-looking statement was authorized and/or approved by an executive officer of SmarTalk who actually knew that those statements were false when made.

68. Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-on-the-market doctrine in that:

(a) defendants made public misrepresentations or omitted material facts during the Class Period, as alleged herein;

(b) the misrepresentations and/or omissions were material;

(c) SmarTalk's common stock was traded in an efficient market;

(d) the misrepresentations and/or omissions alleged induced reasonable investors to misjudge the value of SmarTalk shares and pay artificially inflated prices for them; and

(e) plaintiff and members of the Class acquired their shares between the time defendants made the misrepresentations and/or omissions and the time the truth was revealed, without knowledge of the falsity of the misrepresentations and/or omissions of material fact.

69. The market for SmarTalk stock is an efficient market for the following reasons, among others:

(a) SmarTalk stock satisfied the requirements for listing, and was listed, on the NASDAQ Exchange, a highly efficient and automated market,

(b) As a regulated issuer, the Company filed periodic reports with the SEC;

(c) The Company's trading volume in its stock was substantial, reflecting numerous trades each day; and

(d) SmarTalk regularly communicated with, and was actively followed by, business media and analysts.

70. Based upon the foregoing, plaintiff and the other Class members are entitled to a presumption of reliance upon the integrity of the market for both the purposes of class certification and the ultimate proof of the claims on their merits. Similarly, plaintiff and the other members of the Class are also entitled to a presumption of reliance with respect to the omissions alleged herein.

71. Plaintiff repeats and reallege the paragraphs above as though fully set forth herein. This Count is asserted by the plaintiff as representative of the Class against all defendants.

72. During the Class Period, defendants, and each of them, carried out a plan, scheme and course of conduct which was intended to and, throughout the Class Period, did: (a) deceive the investing public, including plaintiff and the other Class members, as alleged herein; (b) artificially inflate and maintain the market price of SmarTalk securities; (c) cause plaintiff and other members of the Class to purchase SmarTalk securities at inflated prices; and (d) permit the defendants to engage in heavy and profitable insider sales. In furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them, took the actions set forth herein.

73. Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made untrue statements of material fact and/or omitted to state material facts necessary to make the statements not misleading; and (c) engaged in acts, practices, and a course of business which operated as a fraud and deceit upon the purchasers of the Company's stock in violation of Section 10(b) of the Exchange Act and Rule 10b-5. All defendants are sued both as primary participants in the wrongful and illegal conduct charged herein and as controlling persons as alleged below.

74. In addition to the duties of full disclosure imposed on defendants as a result of their making of affirmative statements and reports, or participation in the making of affirmative statements and reports to the investing public, and by virtue of the defendants' insider sales of SmarTalk stock at artificially inflated prices, the Individual Defendants had a duty to promptly disseminate truthful, accurate and complete information that would be material to investors in compliance with the integrated disclosure provisions of the SEC as embodied in SEC Regulation S-X (17 C.F.R. Sections 210.10 et. seq.) and S-K (17 C.F.R. Sections 229.10 et seq.) and other SEC regulations, including accurate and truthful information with respect to the Company's operations, financial condition and earnings so that the market price of its common stock would be based on that truthful information.

75. SmarTalk and the Individual Defendants, individually and in concert, directly and indirectly, by the use of means or instrumentalities of interstate commerce and/or by mails, engaged and participated in a continuous course of conduct to conceal adverse material information about the business, operations and prospects of the Company as specified herein. SmarTalk and the Individual Defendants employed devices, schemes and artifices to defraud, while in possession of material adverse non-public information and engaged in acts, practices, and a course of conduct as alleged herein in an effort to assure investors of SmarTalk's value and performance and continued substantial growth, which included the making of, or the participation in the making of, untrue statements of material facts and omitting to state material facts necessary in order to make the statements made about SmarTalk and its business operations and prospects in the light of the circumstances under which they were made, not misleading, as set forth more particularly herein, and engaged in transactions, practices and a course of business which operated as a fraud and deceit upon the purchasers of SmarTalk securities during the Class Period.

76. Each of the Individual Defendants' primary liability, scienter and controlling person liability arises from the following facts: (a) each of the Individual Defendants was a high level executive and/or director at the Company during the Class Period and was a member of the Company's management team; (b) each of the Individual Defendants, by virtue of their responsibilities and activities as a senior officer and/or director of the Company, was privy to and participated in the creation, development and reporting of the Company's budgets, plans, projections and/or reports and press statements; (c) each of the Individual Defendants enjoyed significant personal contact and familiarity with the other Individual Defendants and was advised of and had access to other members of the Company's management team, internal reports and other data and information about the Company's finances, operations, sales and business prospects at all relevant times; and (d) each of the Individual Defendants was aware of the Company's dissemination of information to the investing public which they knew or recklessly disregarded was materially false and misleading.

77. The statements made by defendants during the Class Period were materially false and misleading because at the time they were made, the Company, the Individual Defendants and persons acting as corporate officers knew or recklessly ignored, but failed to disclose, the matters set forth herein. Such defendants' material misrepresentations and/or omissions were done knowingly or recklessly and for the purpose and effect of concealing SmarTalk's true operating condition and business prospects from the investing public and supporting the artificially inflated price of its stock. As demonstrated by defendants' overstatements and misstatements regarding the Company's business, operations, financials and earnings prospects throughout the Class Period, defendants, if they did not have actual knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge by deliberately refraining from taking those steps necessary to discover whether those statements were false and/or misleading.

78. As a result of the defendants' unlawful conduct, as set forth above, the market price of SmarTalk securities was artificially inflated during the Class Period. In ignorance of the fact that market price of the Company's publicly-traded securities was artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants, or upon the integrity of the market in which the securities trade, and the truth of any representations made to appropriate agencies as to the investing public, at the times at which the statements were made, and/or on the absence of material adverse information that was known to, or recklessly disregarded by, defendants but not disclosed in public statements by defendants during the Class Period, plaintiff and the other members of the Class acquired SmarTalk securities during the Class Period at artificially high prices and were damaged thereby.

79. At the time of the misrepresentations, plaintiff and other members of the Class were ignorant of their falsity, and believed them to be true. Had plaintiff and the other Class members and the marketplace known the truth about the Company's business and inability to grow at the rate defendants were representing, which were not timely disclosed by defendants, plaintiff and other members of the Class would not have purchased or otherwise acquired their SmarTalk securities during the Class Period, or, if they had acquired such securities during the Class Period, they would not have done so at the artificially inflated prices which they paid. Hence, plaintiff and the Class were damaged by defendants' violations of Section 10(b) and Rule 10b-5.

80. As a direct and proximate result of defendants' wrongful conduct, plaintiff and the other Class members suffered damages in connection with their purchases of the Company's securities during the Class Period.

81. By virtue of the foregoing, defendants have violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

82. Plaintiff incorporates by reference the above paragraphs as if set forth fully herein. This Count is asserted by all plaintiffs as representatives of the Class against the Individual Defendants.

83. By virtue of being control persons of SmarTalk as set forth above, the Individual Defendants are liable to the Class for SmarTalk's violations of Section 10(b) and Rule 10b-5.

WHEREFORE, plaintiff prays for relief and judgment, as follows:

1. Determining that this action is a proper class action and certifying plaintiff as class representative under Rule 23 of the Federal Rules of Civil Procedure and their counsel as Class Counsel;

2. Awarding compensatory damages in favor of plaintiff and the other Class members against all defendants, for all damages sustained as a result of defendants' wrongdoing, in amounts to be proven at trial, including pre-judgment and post-judgment interest thereon;

3. Awarding plaintiff and the Class their reasonable costs and expenses incurred in this action, including counsel fees and expert fees; and

4. Awarding such other and further relief as this Court may deem just and proper including any extraordinary equitable relief and/or injunctive relief as permitted by law or equity to attach, impound or otherwise restrict defendants' assets to assure plaintiff and the members of the Class have an effective remedy.

Plaintiff hereby demands a trial by jury.

Dated: August 11, 1998

1. I make this declaration pursuant to Section 101 of the Private Securities Litigation Reform Act of 1995 as required by Section 21D(a)(2) of Title I of the Securities Exchange Act of 1934.

2. I have reviewed the complaint (the "Complaint"), adopt its allegations, and authorize its filing on my behalf and on behalf of all others similarly situated.

3. I did not purchase my SmarTalk Teleservices, Inc. securities at the direction of plaintiffs' counsel or in order to participate in any private action arising under Title I of the Securities Exchange Act of 1934.

4. I am willing to serve as a representative party on behalf of a class as set forth in the Complaint, including providing testimony at deposition and trial, if necessary.

5. To the best of my current knowledge, the following are all of my transactions in SmarTalk Teleservices, Inc. during the class period specified in the Complaint:

     Date of Purchase     No. of Shares     Price

     May 5, 1998               200          $21 7/8

6. During the three year period preceding the date on which this certification is signed, I have not sought to serve as a representative party on behalf of a class under Title I of the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class as set forth in the Complaint, beyond plaintiff's pro rata share of any recovery, except as ordered or approved by the Court.

8. I make this declaration without waiver of any applicable privileges and without waiver of any right to challenge the necessity for, or the constitutionality of, this declaration or to object to the filing of this declaration on any ground whatsoever.

9. The matters stated in this declaration are true to the best of my current knowledge, information and belief.

Executed under penalty of perjury under the laws of the United States of America.

Source: Scanned paper copy of court-stamped document