DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 1

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

NETSPHERE, INC., MANILA

INDUSTRIES, INC., AND MUNISH

KRISHAN,

Plaintiffs,

vs. §

JEFFREY BARON and

ONDOVA LIMITED COMPANY,

Defendants,

CIVIL ACTION NO. 3-09-CV-0988-F

vs. §

CHARLA G. ALDOUS, ALDOUS

LAW FIRM, JEFFREY RASANSKY,

and RASANSKY LAW FIRM,

Intervenors.

DERIVATIVE PLAINTIFFS QUANTEC, LLC, IGUANA CONSULTING, LLC,

AND NOVO POINT, LLC NOTICE OF MOTION FOR LEAVE TO FILE

INTERVENTION AND TO AUTHORIZE DISCOVERY, AND

BRIEF IN SUPPORT ON PAGE TWO

USCA5 836

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 2

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

QUANTEC, LLC,

IGUANA CONSULTING, LLC,

and NOVO POINT, LLC,

Derivative Plaintiffs/Intervenors,

v. §

JEFF BARON, Individually, and as

Director of ONDOVA LIMITED

COMPANY, MUNISH KRISHAN,

Individually, and as Director

of MANILA INDUSTRIES, INC.,

ONDOVA LIMITED COMPANY,

MANILA INDUSTRIES, INC, et al.,

Defendants in Intervention,

CIVIL ACTION NO. 3-09-CV-0988-F

QUANTEC, INC., IGUANA

CONSULTING, INC., and

NOVO POINT, INC.

Derivative Corporations in

Intervention.

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC,

AND NOVO POINT, LLC NOTICE OF MOTION FOR LEAVE TO FILE

INTERVENTION AND TO AUTHORIZE DISCOVERY, AND

BRIEF IN SUPPORT

USCA5 837

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 3

TO THE HONORABLE JUDGE OF SAID COURT:

NOW COMES Quantec, LLC, Iguana Consulting, LLC, and Novo Point, LLC

(“Derivative Plaintiffs”) and files this Notice of Motion for Leave to File Intervention

and to Authorize Discovery, and Brief in Support (“Motion”) pursuant to Rule 24(a)(2) of

the Federal Rules of Civil Procedure and in support of this Motion would respectfully

show the Court the following:

FACTUAL BACKGROUND

1.01 On or about July 9, 2009, Derivative Plaintiffs filed their Original Petition

in Intervention in the lawsuit styled Ondova Limited Company, et al. v. Manila

Industries, Inc., et al., bearing Cause No. 06-11717-C which is pending in the 68

District Court of Dallas County, Texas. Derivative Plaintiffs filed their Original Petition

in Intervention to prevent the enforcement of a Memorandum of Understanding which is

dated April 25, 2009.

1.02 The Honorable Martin Hoffman provided Derivative Plaintiffs with

knowledge that a similar lawsuit was pending in this Court. Derivative Plaintiffs did not

have this information prior to filing the Original Petition in Intervention in the state court

proceeding.

USCA5 838

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

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PAGE 4

II.

LEGAL JUSTIFICATION FOR ORIGINAL PETITION IN INTERVENTION

2.01 Derivative Plaintiffs claim that this Original Petition in Intervention,

which is attached hereto as Exhibit “A” and incorporated by reference as if fully set forth

at length, is mandatory pursuant to Rule 24(a)(2) of the Federal Rules of Civil Procedure

because they have an ownership and economic interest in the domain names that are the

subject of this litigation. This Court’s disposing of all the ownership interest of the

domain names pursuant to the Preliminary Injunction, which has not been provided to

Derivative Plaintiffs since it is under seal, will impair and impede Derivative Plaintiffs

ability to protect their ownership interest in this matter.

2.02 In the alternative, Derivative Plaintiffs claim that this Original Petition in

Intervention is permissive pursuant to Rule 24(b)(1)(B) of the Federal Rules of Civil

Procedure because they have a claim that shares with the main action a common question

of law and fact. This Original Petition in Intervention will not unduly delay or prejudice

the adjudication of the original parties’ rights. If the Derivative Plaintiffs cannot

intervene in this pending action, they will be forced to litigate identical issues in other

forums which will create undue expense and delay and duplicity of parties.

2.03 This Motion is supported by this notice, Derivative Plaintiffs’ Original

Petition in Intervention which is attached as Exhibit “A,” the Verification of Mr. Adrian

Taylor which is attached as Exhibit “B,” and all the pleadings, papers, and records on file

in this action.

USCA5 839

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 5

III.

DISCOVERY

3.01 Derivative Plaintiffs request ninety (90) days to serve written discovery

(i.e. Request for Disclosure, Interrogatories, Request for Admissions, and Request for

Production of Documents) to the parties in this litigation.

3.02 Derivative Plaintiffs would also conduct oral depositions of various parties

during this ninety (90) day discovery time period.

3.03 Derivative Plaintiffs request the opportunity to serve discovery requests

and take oral depositions for the following reasons:

(a) The Village Trust and the MMSK Trust (“Trusts”) have not ever

received monthly financial statements or balance sheets from Quantec, Inc., Iguana

Consulting, Inc., or Novo Point, Inc.. The Trusts, as the majority stockholders in these

companies, were entitled to these financial documents. It is the Derivative Plaintiffs

position that these financial documents are being withheld to conceal important financial

information with an intention to defraud the Trusts;

(b) The Trusts have not ever received monthly financial statements or

balance sheets from Simple Solutions, LLC (USVI) f/k/a HCB, LLC, Blue Horizons

Limited Company (USVI) f/k/a Macadamia Management, LLC, or Search Guide, LLC

(USVI) f/k/a Realty Investment Management, LLC. The Trusts, as limited partner

owners through Four Points Management, LLLP, were entitled to these financial

documents. It is the Derivative Plaintiffs’ position that these financial documents are

being withheld to conceal important financial information with an intention to defraud the

Trusts; and

USCA5 840

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

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PAGE 6

Management, LLLP intentionally omitted income from the 2007 tax returns and Schedule

K-1’s with an intention to defraud the Trusts.

3.04 Derivative Plaintiffs need the discovery requested herein to support their

causes of action which are outlined in the Original Petition in Intervention.

3.05 In order to fully pursue this Motion in the most efficient manner possible

and in order to ensure that all of the necessary evidence and facts are available,

Derivative Plaintiffs move this Court for leave to authorize discovery. Because discovery

would assist in the orderly and timely resolution of Derivative Plaintiffs’ claims, they ask

that this Court grant their Motion.

IV.

PRAYER

Derivative Plaintiffs respectfully request that the parties take notice of their

Motion, move the Court for leave to intervene and to authorize discovery, and grant the

Original Petition in Intervention as a matter of right pursuant to Rule 24(a)(2) of the

Federal Rules of Civil Procedure

, or in the alternative by permission pursuant to Rule

24(b)(1)(B) of the Federal Rules of Civil Procedure.

Derivative Plaintiffs further move

that on final trial they have judgment against Defendants as outlined in Exhibit “A,”

recovery of reasonable attorneys’ fees, costs of suit, and for such other and further relief,

both general and special, at law or in equity, to which they may show themselves justly

entitled.

USCA5 841

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 7

Dated: July 22, 2009 Respectfully submitted,

CRAIG A. CAPUA

State Bar Card No. 03783950

ROYCE WEST

State Bar Card No. 21206800

_/s/Craig A. Capua

WEST & ASSOCIATES, LLP

P. O. Box 3960

Dallas, Texas 75208-1260

Ofc.: (214) 941-1881

Fax: (214) 941-1399

ATTORNEYS FOR QUANTEC, LLC,

IGUANA CONSULTING, LLC, AND

NOVO POINT, LLC

USCA5 842

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 8

CERTIFICATE OF CONFERENCE

A copy of the Motion at issue has been provided to Ms. Charla G. Aldous and

inquiry was made on the merits of this Motion and whether agreement could be reached.

Ms. Aldous neither agrees nor opposes the Motion. Therefore, the Motion is presented to

the Court for determination.

_/s/Craig A. Capua

Craig A. Capua

CERTIFICATE OF CONFERENCE

A copy of the Motion at issue has been provided to Mr. Jeffrey H. Rasansky and

inquiry was made on the merits of this Motion and whether agreement could be reached.

Mr. Rasansky neither agrees nor opposes the Motion. Therefore, the Motion is presented

to the Court for determination.

_/s/Craig A. Capua_________

Craig A. Capua

CERTIFICATE OF CONFERENCE

A copy of the Motion at issue has been provided to Mr. John W. MacPete and

inquiry was made on the merits of this Motion and whether agreement could be reached.

Mr. MacPete opposes this Motion.

/s/Craig A. Capua

Craig A. Capua

USCA5 843

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 9

CERTIFICATE OF CONFERENCE

A copy of the Motion at issue has been provided to Mr. James Krause and inquiry

was made on the merits of this Motion and whether agreement could be reached.

Mr. Krause neither agrees nor opposes the Motion. Therefore, the Motion is presented to

the Court for determination.

/s/Craig A. Capua

Craig A. Capua

USCA5 844

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC NOTICE OF

MOTION FOR LEAVE TO FILE INTERVENTION AND TO AUTHORIZE DISCOVERY, AND BRIEF IN SUPPORT

–

PAGE 10

EXHIBIT “A”

USCA5 845

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION

– PAGE 11

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

NETSPHERE, INC., MANILA

INDUSTRIES, INC., AND MUNISH

KRISHAN,

Plaintiffs,

vs. §

JEFFREY BARON and

ONDOVA LIMITED COMPANY,

Defendants,

CIVIL ACTION NO. 3-09-CV-0988-F

vs. §

CHARLA G. ALDOUS, ALDOUS

LAW FIRM, JEFFREY RASANSKY,

and RASANSKY LAW FIRM,

Intervenors.

DERIVATIVE PLAINTIFFS QUANTEC, LLC, IGUANA CONSULTING, LLC,

AND NOVO POINT, LLC ORIGINAL PETITION IN INTERVENTION

ON PAGE TWELVE

USCA5 846

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION

– PAGE 12

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

QUANTEC, LLC,

IGUANA CONSULTING, LLC, and

NOVO POINT, LLC,

Derivative Plaintiffs/Intervenors,

v. §

JEFF BARON, Individually, and as

Director of ONDOVA LIMITED

COMPANY, MUNISH KRISHAN,

Individually, and as Director

of MANILA INDUSTRIES, INC.,

ONDOVA LIMITED COMPANY,

MANILA INDUSTRIES, INC, et al.,

Defendants in Intervention,

CIVIL ACTION NO. 3-09-CV-0988-F

QUANTEC, INC., IGUANA

CONSULTING, INC., and

NOVO POINT, INC.

Derivative Corporations in

Intervention.

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC,

AND NOVO POINT, LLC ORIGINAL PETITION IN INTERVENTION

TO THE HONORABLE JUDGE OF SAID COURT:

NOW COMES Quantec, LLC, Iguana Consulting, LLC, and Novo Point, LLC

(“Derivative Plaintiffs”), and files this Derivative Plaintiffs’ Original Petition in

Intervention (“Derivative Intervention”) pursuant to Rule 24(a) & (b) of the Federal Rules of

USCA5 847

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 13

Civil Procedure, and brings this proceeding in the rights of Quantec, Inc., Iguana

Consulting, Inc., and Novo Point, Inc. (“Derivative Corporations”), as shareholders in the

Derivative Corporations and in behalf of all other shareholders similarly situated, and

files this Derivative Intervention complaining against the Derivative Corporations,

Ondova Limited Company, Jeffrey Baron, Manila Industries, Inc., Munish Krishan,

Simple Solutions, LLC (USVI) f/k/a HCB, LLC, Search Guide, LLC (USVI) f/k/a Realty

Investment Management, LLC, Blue Horizons Limited Company (USVI) f/k/a

Macadamia Management, LLC, Netsphere, Inc., Dennis Kleinfeld, Four Points

Management, LLLP, and Marshden, LLC (sometimes collectively referred to as

“Defendants”), and for cause of action would show the Court the following:

SECTION 1

CONTENTS

Contents 13

Jurisdiction and Venue 14

Parties 15

Shareholder Status and Adequate Representation 19

Irreparable Injury 20

Background Facts 21

Causes of Action 28

Request for Declarative Judgment 28

Rescission 28

Request for Permanent Injunctive Relief 28

Breach of Contract 29

USCA5 848

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 14

Breach of Fiduciary Duty 30

Civil Conspiracy to Commit Fraud 30

Accounting 31

Application for Receivership 31

Exemplary/Punitive Damages 32

Attorney’s Fees 32

Conditions Precedent 33

Jury Demand 33

Prayer 33

SECTION 2

JURISDICTION AND VENUE

2.01 This Court has subject matter jurisdiction pursuant to 28 U. S. C. §1332 as

complete diversity exists among Plaintiffs, Derivative Plaintiffs, Intervenors, and

Defendants, and the amount in controversy exceeds US$75,000.00.

2.02 This Court has personal jurisdiction over Defendants due to the fact that

some are citizens of Texas and continuously do business in this judicial district. Futher,

the Memorandum of Understanding at issue was entered into in this judicial district and a

substantial portion of the performance of the transaction at issue was to take place in this

jurisdiction.

2.03 Exercise of the jurisdiction in this suit comports with the due process

requirements of the U. S. Constitution.

USCA5 849

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 15

2.04 Venue is proper in this Court under 28 U. S. C. § 1391(a) because a

substantial portion of the events, or omissions, giving rise to Derivative Plaintiffs’ claims

occurred in the State of Texas and in this judicial district.

SECTION 3

PARTIES

3.01 Derivative Plaintiff, Quantec, LLC is a limited liability company

organized and existing under the laws of the Cook Islands, with its principal office in

Rarotonga, the Cook Islands.

3.02 Derivative Plaintiff, Iguana Consulting, LLC is a limited liability company

organized and existing under the laws of the Cook Islands, with its principal office in

Rarotonga, the Cook Islands.

3.03 Derivative Plaintiff, Novo Point, LLC is a limited liability company

organized and existing under the laws of the Cook Islands, with its principal office in

Rarotonga, the Cook Islands.

3.04 Defendant, Ondova Limited Company ("Ondova") is a corporation

organized and existing under the laws of the State of Texas, with its principal office

located in Dallas County, Texas. Ondova has appeared in this action.

3.05 Defendant, Jeffrey Baron ("Baron") is an individual citizen of Carrollton,

Texas, who has appeared in this action.

3.06 Defendant, Munish Krishan ("Krishan") is an individual citizen of

California who has appeared in this action.

3.07 Defendant, Manila Industries, Inc. ("Manila") is a corporation organized

under the laws of the State of California, with its principal office in California, which has

USCA5 850

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 16

appeared in this action.

3.08 Defendant, Netsphere, Inc. ("Netsphere") is a corporation organized and

existing under the laws of the State of Michigan, with its principal office in California,

which has appeared in this action.

3.09 Defendant Simple Solutions, LLC ("Simple") is a U.S. Virgin Islands

limited liability company, with its principal place of business in the U.S. Virgin Islands.

The Texas Secretary of State is an agent for service of process upon Simple because

Simple engages in business in Texas but does not maintain a regular place of business in

this state or a designated agent for service of process, and this proceeding arises out of

the business done in Texas and to which Simple is a party. The Secretary of State may be

served on Simple’s behalf with instruction to mail a copy to Simple at its home office

address at Triangle Corporate Services, LLC, #8 Norre Gade, St. Thomas, U. S. Virgin

Islands 00802. Also, pursuant to Fed. R. Civ. P. 5, Simple may be served at the foregoing

address in any manner allowed by any disinterested person competent to make oath of the

fact.

3.10 Defendant HCB, LLC ("HCB") is a Delaware limited liability company,

with its principal place of business in the U.S. Virgin Islands, which can be served at its

Registered Agent, Triangle Corporate Services, LLC, P. O. Box 490, #8 Norre Gade,

Charlotte Amalie, St. Thomas, U. S. Virgin Islands 00804. Also, pursuant to Fed. R. Civ.

P. 5, Blue HCB may be served at the foregoing address in any manner allowed by any

disinterested person competent to make oath of the fact.

3.11 Defendant Realty Investment Management, LLC ("RIM") is a Delaware

limited liability company, with its principal place of business in the U.S. Virgin Islands,

USCA5 851

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 17

which can be served at its Registered Agent, Triangle Corporate Services, LLC, P. O.

Box 490, #8 Norre Gade, Charlotte Amalie, St. Thomas, U. S. Virgin Islands 00804.

Also, pursuant to Fed. R. Civ. P. 5, RIM may be served at the foregoing address in any

manner allowed by any disinterested person competent to make oath of the fact.

3.12 Defendant Denis Kleinfeld ("Kleinfeld") is an individual residing in

Florida who can be served at One SE Third Avenue, Suite 1940, Miami, Florida 33131.

Also, pursuant to Fed. R. Civ. P. 5, Kleinfeld may be served at the foregoing address in

any manner allowed by any disinterested person competent to make oath of the fact.

3.13 Defendant Four Points Management, LLLP ("Four Points") is a U.S.

Virgin Islands limited liability limited partnership. It is subject to personal jurisdiction in

Texas because it has engaged in business here and/or committed a tort here. Thus, it may

be served with citation by serving the Texas Secretary of State, with instruction to mail a

notice copy to Four Points at: 2GA Ridge Road, Estate Nazareth, St. Thomas, U.S. Virgin

Islands 00802. Also, pursuant to Fed. R. Civ. P. 5, Four Points may be served at the

foregoing address in any manner allowed by any disinterested person competent to make

oath of the fact.

3.14 Defendant Marshden, LLC ("Marshden") is a U.S. Virgin Islands limited

liability company. Itt is subject to personal jurisdiction in Texas because it has engaged in

business here and/or committed a tort here. Thus, it may be served with citation by

serving the Texas Secretary of State, with instruction to mail a notice copy to Marshden

at: 2GA Ridge Road, Estate Nazareth, St. Thomas, U.S. Virgin Islands 00802. Also,

pursuant to Fed. R. Civ. P. 5, Marshden may be served at the foregoing address in any

manner allowed by any disinterested person competent to make oath of the fact.

USCA5 852

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 18

3.15 Defendant Search Guide, LLC ("Search Guide") is a U.S. Virgin Islands

limited liability company. It is subject to personal jurisdiction in Texas because it has

engaged in business here and/or committed a tort here. Thus, it may be served with

citation by serving the Texas Secretary of State, with instruction to mail a notice copy to

Search Guide at: 2GA Ridge Road, Estate Nazareth, St. Thomas, U.S. Virgin Islands

00802. Also, pursuant to Fed. R. Civ. P. 5, Search Guide may be served at the foregoing

address in any manner allowed by any disinterested person competent to make oath of the

fact.

3.16 Defendant Quantec, Inc. (“Quantec” and sometimes referred to as a

“Derivative Corporation”) is a U.S. Virgin Islands closely held corporation. It is subject

to personal jurisdiction in Texas because it has engaged in business here and/or

committed a tort here. Thus, it may be served with citation by serving the Texas

Secretary of State, with instruction to mail a notice copy to Quantec at: 2GA Ridge Road,

Estate Nazareth, St. Thomas, U.S. Virgin Islands 00802. Also, pursuant to Fed. R. Civ. P.

5, Quantec may be served at the foregoing address in any manner allowed by any

disinterested person competent to make oath of the fact.

3.17 Defendant Iguana Consulting, Inc. (“Iguana” and sometimes referred to as

a “Derivative Corporation”) is a U.S. Virgin Islands closely held corporation. It is subject

to personal jurisdiction in Texas because it has engaged in business here and/or

committed a tort here. Thus, it may be served with citation by serving the Texas

Secretary of State, with instruction to mail a notice copy to Iguana at: 2GA Ridge Road,

Estate Nazareth, St. Thomas, U.S. Virgin Islands 00802. Also, pursuant to Fed. R. Civ. P.

5, Iguana may be served at the foregoing address in any manner allowed by any

USCA5 853

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 19

disinterested person competent to make oath of the fact.

3.18 Defendant Novo Point, Inc. (“Novo Point” and sometimes referred to as a

“Derivative Corporation”) is a U.S. Virgin Islands closely held corporation. It is subject

to personal jurisdiction in Texas because it has engaged in business here and/or

committed a tort here. Thus, it may be served with citation by serving the Texas

Secretary of State, with instruction to mail a notice copy to Novo Point, Inc. at: 2GA

Ridge Road, Estate Nazareth, St. Thomas, U.S. Virgin Islands 00802. Also, pursuant to

Fed. R. Civ. P. 5, Novo Point may be served at the foregoing address in any manner

allowed by any disinterested person competent to make oath of the fact.

3.19 Defendant Blue Horizons Limited Company f/k/a Macadamia

Management, LLC (“Blue Horizons”) is a U.S. Virgin Islands limited liability company.

It is subject to personal jurisdiction in Texas because it has engaged in business here

and/or committed a tort here. Thus, it may be served with citation by serving the Texas

Secretary of State, with instruction to mail a notice copy to Blue Horizons at: 2GA Ridge

Road, Estate Nazareth, St. Thomas, U.S. Virgin Islands 00802. Also, pursuant to Fed. R.

Civ. P. 5, Blue Horizons may be served at the foregoing address in any manner allowed

by any disinterested person competent to make oath of the fact.

SECTION 4

SHAREHOLDER STATUS AND ADEQUATE REPRESENTATION

4.01 Derivative Plaintiff Iguana Consulting, LLC is the record owner, or

beneficial owner, of shares of Iguana. Derivative Plaintiff Iguana Consulting, LLC

became a shareholder of Iguana by operation of law from the Village Trust and the

MMSK Trust (“Trusts”) entities which were at the time of the acts or omissions made the

USCA5 854

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 20

basis of this proceeding, record owners of shares of Iguana. Derivative Plaintiff Iguana

Consulting, LLC fairly and adequately represents the interests of Iguana and the interests

of other shareholders similarly situated in enforcing the right of Iguana.

4.02 Derivative Plaintiff Quantec, LLC is the record owner, or beneficial

owner, of shares of Quantec. Derivative Plaintiff Quantec, LLC became a shareholder of

Quantec by operation of law from the Trusts which were at the time of the acts or

omissions made the basis of this proceeding, record owners of shares of Quantec.

Derivative Plaintiff Quantec, LLC fairly and adequately represents the interests of

Quantec and the interests of other shareholders similarly situated in enforcing the right of

Quantec.

4.03 Derivative Plaintiff Novo Point, LLC is the record owner, or beneficial

owner, of shares of Novo Point. Derivative Plaintiff Novo Point, LLC became a

shareholder of Novo Point by operation of law from the Village Trust, an entity which

was at the time of the acts or omissions made the basis of this proceeding, the record

owner of shares of Novo Point. Derivative Plaintiff Novo Point, LLC fairly and

adequately represents the interests of Novo Point and the interests of other shareholders

similarly situated in enforcing the right of Novo Point.

SECTION 5

IRREPARABLE INJURY

5.01 Derivative Plaintiffs issued notice to the Derivative Corporations dated

July 9, 2009. Irreparable injury to Quantec, Iguana, and Novo Point is being suffered and

additional injury will result by waiting for the expiration of ninety (90) days from the

date the written demand described in this paragraph was made on these Derivative

USCA5 855

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 21

Corporations, in that officers of these corporations and other named Defendants are

seeking to enforce a Memorandum of Understanding (“MOU”), that has not been

properly executed because it does not have the signatures of the necessary parties. In

addition, the MOU divides many of Quantec, Iguana, and Novo Points’ business assets

and lucrative streams of revenue between various other wholly-owned subsidiaries in a

way that is detrimental to these Derivative Corporations. The Derivative Corporations

will be unable to protect themselves if the assets are divided as agreed by the parties to

the MOU, which includes Quantec, Iguana, Novo Point, and these Derivative

Corporations will suffer irreparable loss of business opportunities, revenue streams, and

market shares in the industry.

SECTION 6

BACKGROUND FACTS

6.01 Mr. Jeffrey Baron (“Baron”) is an individual with a background and

experience in the domain name business. Ondova d/b/a Compana is in the business of

registering domain names to customers throughout the United States. Ondova performs

the services as a bulk domain name accredited registrar, for example, with the Internet

Corporation for Assigned Names and Numbers (“ICANN”). The purpose of registering

the domain names on a centralized database like ICANN allows information to be placed

on the internet so these names can be found by users all over the world. Ondova is hired

by domain name owners to register their names and paid a fee for its service. In return,

Ondova registers the domain names with Verisign, a company which effects the

registration with ICANN. Ondova is owned by Baron.

USCA5 856

DERIVATIVE PLAINITFFS QUANTEC, LLC, IGUANA CONSULTING, LLC, AND NOVO POINT, LLC ORIGINAL

PETITION IN INTERVENTION -

PAGE 22

6.02 Krishan is an individual with a background and experience in the domain

name business. Manila is in the domain name registration and monetization business.

Manila is owned by a number of individuals including Krishan.

6.03 Netsphere performs monetization functions for various domain names by

operating webpages associated with the domain names that contain advertising links. A

small fee is paid by advertisers every time a user “clicks” on an advertiser link. This

practice is referred to as “domain name parking.” The click fee paid by advertisers is

very small per individual domain; however, the domain name parking business can

generate substantial revenue if the number of names in the database is large enough. The

information gathered by Netsphere about search behavior of internet users during the

monetization process is intended to provide the basis for the construction of a new search

engine at some point in the future.

6.04 In approximately 2003, Baron and Krishan (sometimes collectively

referred to as “Partners”), began the process of establishing a joint venture in which they

would utilize their respective assets and aptitudes to build first a profitable domain name

parking business, and then later a valuable search engine. In the course of planning for

this partnership, the Partners sought advice on the identification and creation of an asset

protective and tax efficient structure for their business and personal assets to minimize

tax risk and liability. After meetings and much discussion with various attorneys and

accountants, it was decided in approximately November, 2005, that the United States

Virgin Islands Economic Development Program structure (“USVI structure”), which was

recommended by Kleinfeld, was the best program for the Partners. Specifically, Kleinfeld

recommended that the Partners participate in a limited partnership called Four Points,

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which is a United States Virgin Islands limited liability limited partnership managed by

Marshden, LLC, a company in which Kleinfeld had an ownership interest. Four Points

was qualified as an Economic Development Company; therefore, the process of entering

the Economic Development Program would be easier if the Partners joined this structure

rather than forming their own.

6.05 Three (3) closely held corporations, which are called Quantec, Iguana f/k/a

Octavia Consulting, Inc., and Novo Point f/k/a Loop Corporate Services, Inc. were

formed in the United States Virgin Islands by Four Points for the purpose of facilitating

the Partners’ investment in Four Points.

6.06 It was also recommended by the legal and tax professionals, and concurred

by the Partners, that two (2) trusts be created to own a majority stock interest in Quantec,

Iguana, and Novo Point. Therefore, on December 30, 2005, the Trusts were established.

Both of the Trusts are Cook Islands Trusts. The named trustee of both Trusts is Asiatrust

Limited. The beneficiaries of the Trusts include Baron, Krishan, and family members of

Krishan.

6.07 The Village Trust owned one hundred percent (100%) of the common

stock of Novo Point, fifty percent (50%) of the common stock of Iguana, and fifty

percent (50%) of the common stock of Quantec. The MMSK Trust owned twenty-nine

and three hundred twenty-fifths percent (29.325%) of the common stock of Iguana and

twenty-nine and three hundred twenty-fifths percent (29.325%) of the common stock of

Quantec.

6.08 Quantec, Iguana., and Novo Point purchased limited partnership interests

in Four Points on December 30, 2005. Kleinfeld executed the Four Points Subscription

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Agreement on behalf of the entities referenced in this paragraph. As part of the purchase,

Quantec, Iguana, and Novo Point, respectively, agreed to make an initial capital

contribution of Ten Thousand Dollars ($10,000) to Four Points, and also agreed to pay a

subscription fee of Thirteen Thousand Three Hundred Fifty Dollars ($13,350) to Four

Points. They also agreed to pay Marshden, as the general partner of Four Points, an

ongoing management fee equal to a percentage of the net taxable income generated by

the Partners’ business on a sliding scale from one percent (1%) to three percent (3%).

6.09 On December 30, 2005, Manila sold to HCB, LLC (USVI) n/k/a Simple

Solutions, which is wholly-owned by Four Points, approximately 529,000 domain names

in exchange for a promissory note secured by the domain names.

6.10 On December 30, 2005, Ondova sold to Macadamia Management, LLC

(USVI) n/k/a Blue Horizons, which is wholly-owned by Four Points, all of its

approximately 2,500 domain names and all referral fee agreements in existence at the

time, in exchange for a promissory note secured by the domain names and the referral fee

agreements.

6.11 On December 30, 2005, Netsphere sold to RIM n/k/a Search Guide, which

is wholly-owned by Four Points, all of its interest in its search engine intellectual

property in exchange for a promissory note secured by the search engine intellectual

property.

6.12 Four Points owns one hundred percent (100%) of Simple Solutions, Blue

Horizons, and Search Guide. This fact is important for two reasons. First, Ondova,

Manila, and Netsphere sold their assets to these three companies. Second, the Trusts own

limited partnership interests in Four Points through their ownership of Quantec, Iguana,

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and Novo Point, which are companies managed and controlled by individuals related to

Four Points. Consequently, the Trusts have ownership interests in Simple Solutions,

Blue Horizons, and Search Guide.

6.13 On information and belief, Krishan, Manila, and Netsphere take the

position that a sale of assets to Simple Solutions and to Search Guide did not occur. This

argument is completely untenable because Simple Solutions and Search Guide assumed

ownership and management of the assets sold to them, monetized the domain names,

entered into contracts, and made payments on the promissory notes.

6.14 On information and belief, Four Points and its related individuals and

controlled parties, takes the untenable position that the Trusts are not entitled to company

and financial information about Quantec, Iguana, Novo Point, Four Points, Simple

Solutions, Blue Horizons, and Search Guide.

6.15 The Trusts have not ever received monthly financial statements or balance

sheets from Quantec, Iguana, or Novo Point. The Trusts, as the majority stockholders in

these companies, are entitled to these financial documents. It is the Trusts’ position that

these financial documents are being withheld to conceal important financial information

with an intention to defraud the Trusts.

6.16 The Trusts have not ever received monthly financial statements or balance

sheets from Simple Solutions, Blue Horizons, or Search Guide. The Trusts, as limited

partner owners through Four Points, are entitled to these financial documents. It is the

Trusts’ position that these financial documents are being withheld to conceal important

financial information with an intention to defraud the Trusts.

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6.17 The Trusts did receive tax returns and IRS Schedule K-1’s from Four

Points in year 2006 that reported revenue associated with the assets sold to Simple

Solutions, Blue Horizons, and Search Guide from Manila, Ondova, and Netsphere,

respectively, at the end of 2005. In year 2007, however, the Trusts received tax returns

and Schedule K-1’s from Four Points that properly reflected the ownership of the assets

and related capital accounts, but improperly omitted the revenue that was actually

received by Simple Solutions, Blue Horizons, and Search Guide. It is the Trusts’ position

that Four Points intentionally omitted such income from the 2007 tax returns and

Schedule K-1’s with an intention to defraud the Trusts and to further the arguments being

made by Krishan, Manila, and Netsphere that the sale of assets to Simple Solutions and

Blue Horizons at the end of 2005 did not occur.

6.18 For the 2008 tax year, Four Points issued an “Income Schedule” to Baron

and Krishan showing the revenue received by Four Points, but taking the position that

such revenue would not be reported on the tax returns for Four Points or on the Schedule

K-1’s issued by Four Points. It is the Trusts’ position that Four Points intentionally

omitted such income from the 2008 tax returns and Schedule K-1’s with an intention to

defraud the Trusts and to further the arguments being made by Krishan, Manila, and

Netsphere that the sale of assets to Simple Solutions and Blue Horizons at the end of

2005 did not occur.

6.19 The Trusts had no knowledge of the pending state district court lawsuit

styled Ondova Limited Company, et al. v. Manila Industries, Inc., et al.

, bearing Cause

No. 06-11717-C in the 68

Judicial District Court, Dallas County, Texas, and this federal

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district court lawsuit until approximately March, 2009. The Trusts had no knowledge that

some of the Defendants referenced herein attended a mediation conference on

April 26, 2009, in an attempt to resolve pending disputes. The trustee for the Trusts was

a necessary party at the mediation for all the reasons stated in this Intervention. The

failure of Defendants who attended the mediation to not only request the presence of the

trustee, but also obtain the trustee’s agreement to the proposed settlement terms causes

the MOU to be VOID, rescinded, and set aside with no force and effect as a matter of

law.

6.20 The MOU fails to be a binding agreement among the parties for additional

reasons. The MOU lists Quantec, Iguana, and Novo Point as parties to the agreement.

However, the Trusts, which own one hundred percent (100%) of Novo Point and seventy-

nine and three hundred twenty-fifths percent (79.325%) of Quantec and Iguana,

respectively, never authorized any person and/or entity to execute the MOU on its behalf.

No documents exist which establish that the Trusts approved and/or consented to the

terms of the MOU. Additionally, the MOU does not identify the persons and their titles

who purportedly executed the agreement on behalf of the “Manila Parties, Ondova, USVI

parties, and USVI entities” as these terms are defined in the MOU. The MOU is not an

enforceable agreement.

6.21 On or about July 6, 2009, Asiatrust Limited, who is the trustee for the

Trusts, executed a series of Assignments whereby all of the Trusts’ stock ownership

interest in Quantec, Iguana, and Novo Point as well as all rights, title, and interest in and

to all underlying companies as well as claims and causes of action it had or would later

acquire in the future as trustee for the Trusts arising from its ownership of Quantec,

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Iguana, and Novo Point or its involvement in the particular USVI business structure

centered around Four Points was conveyed to Derivative Plaintiffs Iguana Consulting,

LLC, Quantec, LLC, and Novo Point, LLC, respectively.

SECTION 7

CAUSES OF ACTION

COUNT ONE: REQUEST FOR DECLARATIVE JUDGMENT

7.01 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.02 Derivative Plaintiffs request that the Court make a declaration concerning

the rights of the parties under the MOU. Derivative Plaintiffs specifically request the

Court to determine whether the MOU is a legally binding document, in light of the fact

that the signature of one or more necessary parties in interest were not obtained, and the

document is executed without the authority of all the necessary parties.

COUNT TWO: RESCISSION

7.03 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.04 Derivative Plaintiffs plead for rescission of the MOU that was executed

without authority of the necessary parties, and in violation of the contractual obligations

(See Count 4) and/or fiduciary duties (See Count 5) of Defendants named herein to the

Derivative Plaintiffs.

COUNT THREE: REQUEST FOR PERMANENT INJUNCTIVE RELIEF

7.05 Derivative Plaintiffs incorporate by reference all the paragraphs above as

if set forth verbatim herein.

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7.06 In view of the position taken by Defendants in executing the MOU

without proper authorization, and because they hold the apparent power, but not actual

authority, to distribute the assets of the Derivative Corporations, which Derivative

Plaintiffs reasonably fear they will do, the Derivative Corporations stand to lose valuable

assets and revenue streams, as well as business opportunities and market shares in the

industry. As a direct result, Defendants’ actions will cause Derivative Plaintiffs’ shares to

be greatly depreciated in value or rendered totally valueless. The conduct of Defendants,

unless enjoined, will destroy the growth prospects of the Derivative Corporations,

causing irreparable injury to Derivative Plaintiffs, the Derivative Corporations, and all of

their shareholders, for which there is no adequate remedy at law.

COUNT FOUR: BREACH OF CONTRACT

7.07 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.08 The actions of Defendants as set forth hereinabove have resulted in these

Defendants breaching their contractual obligations to Derivative Plaintiffs. Derivative

Plaintiffs assert that these Defendants have a contractual obligation to manage the corporate

assets using sound business judgment, in a manner that is in the best interest of the

shareholders, and in a manner that ensures the future success of the Derivative Corporations.

Defendants herein have breached contractual provisions of their management and/or

employment relationship with Derivative Corporations by attempting to divide assets and

streams of revenue as indicated in the MOU.

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COUNT FIVE: BREACH OF FIDUCIARY DUTY

7.09 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.10 Defendants, the management for the above-named Defendants, the named

Derivative Corporations, and the management for the named Derivative Corporations all

owed fiduciary duties to Derivative Plaintiffs with respect to their positions as employees,

directors, or officers in the corporations, and by virtue of their business relationship with

the corporations, which created the expectation of fiduciary duties in its internet domain

name business and its development. These fiduciary duties include, among others, duties

of loyalty, disclosure, and fairness. These duties extended to the businesses wholly-

owned and controlled by these Defendants. It also extends to all the other named

corporations, their officers, directors and employees.

7.11 Defendants herein breached their fiduciary duties to Derivative Plaintiffs.

7.12 As a result of the Defendants’ breaches of fiduciary duties, Derivative

Plaintiffs have suffered damages.

COUNT SIX: CIVIL CONSPIRACY TO COMMIT FRAUD

7.13 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.14 The actions of Defendants as set forth hereinabove have resulted in those

Defendants conspiring to unlawfully dispossess the Derivative Corporations of valuable

assets, as well as deprive the Derivative Corporations of market shares in the industry, by

virtue of misrepresentations about the capacity of persons signing the MOU to bind these

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companies, failure to disclose financial and company documents, and failure to properly

account and distribute revenue of the Derivative Corporations.

7.15 Derivative Plaintiffs would request that the Court enter a judgment against

Defendants in the amount of damages for said conspiracy.

COUNT SEVEN: ACCOUNTING

7.16 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.17 Due to the breaches of fiduciary duties by Defendants herein, an

accounting must be performed for the benefit of all shareholders and owners, beneficial

or otherwise, of the assets or other things of value that were purported to be exchanged,

by virtue of the MOU, among Defendants and other directors and officers of Defendants

whereby Derivative Plaintiffs are entitled to receive financial and other related documents.

COUNT EIGHT: APPLICATION FOR RECEIVERSHIP

7.18 Derivative Plaintiffs incorporate by reference all the paragraphs above as if

set forth verbatim herein.

7.19 Derivative Plaintiffs hereby request the appointment of a receiver over the

specific property (various domain names, intellectual property, and referral fee contracts)

made the subject of this lawsuit. The property in question is in danger of being

transferred to other corporations as indicated in the MOU and as alleged herein, without

the necessary parties consenting to the agreement. The property in question is such that

certain registration fees must be paid in a timely manner to specific companies that have

the exclusive rights to control the property and receive proceeds from users of the

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property. If the registration fees are not paid, the property may become lost to the current

owners and can be used by anybody in the public domain, without any benefit going to

the current owners.

7.20 A receiver is required to protect and preserve the property in question

during the pendency of this suit, and to protect the interest of Derivative Plaintiffs and

Derivative Corporations in the property.

SECTION 8

EXEMPLARY/PUNITIVE DAMAGES

8.01 Derivative Plaintiffs seek exemplary/punitive damages against Defendants as

allowed by Texas law. Derivative Plaintiffs request an award of punitive damages, without

limitation, based upon the conduct by Defendants.

SECTION 9

ATTORNEY’S FEES

9.01 It has been necessary for Derivative Plaintiffs to employ the undersigned

attorneys to represent them in the prosecution of these causes of action and Derivative

Plaintiffs request, as allowed by law, that the Court award them costs, expenses, and such

reasonable and necessary attorney's fees as are equitable and just.

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SECTION 10

CONDITIONS PRECEDENT

10.01 Derivative Plaintiffs have successfully performed or otherwise satisfied all

conditions precedent to performance or, alternatively, such conditions precedent have been

excused or waived.

SECTION 11

JURY DEMAND

11.01 Derivative Plaintiffs request a trial by jury of all the issues.

PRAYER

WHEREFORE, PREMISES CONSIDERED, Derivative Plaintiffs respectfully

request that, on final trial, that Derivative Plaintiffs have judgment against Defendants for

the following:

a. Judgment for damages as requested herein;

b. Declaratory Relief;

c. Rescission;

d. An Accounting;

e. Appointment of a Receiver;

f. Costs of Suit;

g. Injunctive relief;

h. Punitive/Exemplary Damages;

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i. Pre-judgment and post-judgment interest at the maximum legal rate;

j. Attorney’s Fees; and

k. All other relief, both at law and in equity, to which Derivative

Plaintiffs may show themselves to be justly entitled.

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Dated: July 22, 2009 Respectfully submitted,

CRAIG A. CAPUA

State Bar Card No. 03783950

ROYCE WEST

State Bar Card No. 21206800

/s/Craig A. Capua

WEST & ASSOCIATES, LLP

P. O. Box 3960

Dallas, Texas 75208-1260

Ofc.: (214) 941-1881

Fax: (214) 941-1399

ATTORNEYS FOR QUANTEC, LLC,

IGUANA CONSULTING, LLC, AND

NOVO POINT, LLC

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CERTIFICATE OF SERVICE

This is to certify that on the 22

day of July, 2009, a true and correct copy of the

foregoing Derivative Plaintiffs Quantec, LLC, Iguana Consulting, LLC, and Novo

Point, LLC Notice of Motion for Leave to File Intervention and to Authorize

Discovery, and Brief in Support was sent to the following counsels of record:

Via Facsimile (214) 526-5525

Charla G. Aldous

Aldous Law Firm

2305 Cedar Springs, Suite 200

Dallas, Texas 75201

Pro Se

Via Facsimile (214) 651-6150

Jeffrey H. Rasansky

Rasansky Law Firm

2525 McKinnon, Suite 625

Dallas, Texas 75201

Pro Se

Via Facsimile (214) 756-8662

John W. MacPete

Locke, Lord, Bissell & Liddell, LLP

2200 Ross , Suite 2200

Dallas, Texas 75202

Attorneys for Manila Industries, Inc.,

Netsphere, Inc., and Munish Krishan

Via Facsimile (972) 788-2667

James Krause

Friedman & Feiger

5301 Spring Valley Road

Suite 200

Dallas, Texas 75254

Attorney for Jeffrey Baron

/s/Craig A. Capua

Craig A. Capua

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