Professional Resources Systems International

  FREY, PETRAKIS, DEEB & BLUM, P.C.
BY: Maurice R. Mitts, Esquire
Joseph H. Blum, Esquire
Robin London-Zeitz, Esquire
Id. Nos.:50297/36874/78859
1601 Market Street, 6th Floor 
Philadelphia, PA 19103
(215) 563-0500

      Plaintiff, Lewis B. Freeman, Receiver ("Receiver"), by and through his counsel, Frey Petrakis Deeb & Blum, P.C., brings this Complaint against Defendants, CitX Corporation ("CitX"), Bernard Roemmele ("Roemmele"), Frank Garone ("Garone"), Bruce Tuite ("Tuite") and Richard Marks ("Marks") on behalf of Professional Resources Systems International, Inc. In support thereof, Plaintiff avers the following:  
      1.       Plaintiff Lewis B. Freeman, with a principal place of business listed above, is the Receiver (hereinafter referred to as "Receiver") for Professional Resources Systems International, Inc. (hereinafter referred to as "PRSI").

      2.       Defendant CitX Corporation is a Delaware Corporation with a principal place of business at the above address.

      3.       Defendant, Bernard Roemmele, the Chief Executive Officer and Chairman of CitX Corporation, is an individual with a principal place of business at the above address.

        4.       Defendant, Frank Garone, an Executive Vice-President and member of the Strategic Board of Directors of CitX Corporation, is an individual with a principal place of business at the above address.

        5.       Defendant, Bruce Tuite, an Executive Vice-President and member of the Board of Directors of CitX Corporation, is an individual with a principal place of business at the above address.

        6.       Defendant, Richard Marks, the Chief Operating Officer and member of the Board of Directors of CitX Corporation, is an individual with a principal place of business at the above address.

        7.       Plaintiff was appointed as Receiver for PRSI, Inc. on January 4, 2000 by the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida in an action entitled OFFICE OF THE ATTORNEY GENERAL, DEPARTMENT OF LEGAL AFFAIRS and THE STATE OF FLORIDA v. PROFESSIONAL RESOURCES SYSTEMS INTERNATIONAL, INC., a/k/a PRSI, INC.; WILLIAM CAUDELL a/k/a BILL CAUDELL and BILLY CAUDELL; LESTER "GIL" GILLESPIE; SALVATORE ARGENTO; JOSEPH ROTUNNO, BEN TOBIN a/k/a BEN TABINI, bearing Docket Number CL 00-00067 AB ("Palm Beach County lawsuit"). Furthermore, the Order granted the Plaintiffs in that action a Temporary Injunction Without Notice, which among other things, restrained and enjoined the Defendants from, in part, (1) violating Chapter 501, Part II, and Section 849.091, Florida Statutes, (1997 and 1999), Florida Statutes, and (2) dissipating, concealing, destroying or disposing of any assets or property, whether real, personal or mixed of Defendants. A copy of the January 4, 2000 Order is attached hereto as Exhibit "A" and made a part hereof.

        8.       On January 28, 2000, the Attorney General for the State of Florida (AG) amended the Complaint and added CitX Corporation and Bernie Roemmele, the Chief Executive Officer and Chairman of CitX, as Defendants, alleging that CitX had engaged in the pyramid scheme and that Bernie Roemmele had "at all times material hereto controlled, directed, formulated, knew, participated in, had authority to control, and approved of the various fraudulent acts and practices of CitX." A true and correct copy of the January 28, 2000 Amended Complaint with exhibits is attached hereto as Exhibit "B".

        9.       Pursuant to the Order Granting Motion of Receiver to Set Terms of Receivership entered on January 13, 2000, the Receiver is authorized to bring supplemental proceedings to recover money or other assets and/or property of PRSI. A copy of the January 13, 2000 Order is attached hereto as Exhibit "C" and made a part hereof.

        10.      The Receiver's responsibilities include, but are not limited to: 
(1) taking possession and control of the assets of PRSI, its subsidiaries, affiliates and/or related entities; and, (2) to marshall, preserve, protect, maintain and safeguard same. The assets of PRSI include a subscriber list of 45,000 - 60,000 customers who paid a subscription fee in the sum of $295.00 expecting to receive, among other things, a Small Office/Home Office web page with e-commerce capabilities and other services described below.

        11.      PRSI's primary business was the sale of Small Office/Home Office (hereinafter referred to as "SOHOs") systems and e-commerce business opportunities to members of the public.

        12.      In the spring and summer of 1999, PRSI developed an elaborate network of websites in which CitX would provide a centralized platform, to be known as Intranet i3, for merchants to make purchases and sales on the Internet. The merchants, usually individuals operating out of their own home, would receive not only a presence or "cyber-shingle" on the Internet, but also products to facilitate online communications and transactions with customers and suppliers, such as e-mail accounts, electronic fund transfers, and credit and debit facilities.

        13.      PRSI also developed an Internet-based marketing system with an integrated set of rules and contracts defining the merchants' relationships, rights and obligations. 
14. In essence, PRSI's program would provide an "internet shopping mall" for sales by home-based merchants.

        14.      In essence, PRSI's program would provide an "internet shopping mall" for sales by home-based merchants.

        15.      Upon information and belief, it is averred that on numerous occasions the President of CitX, Bernard Roemmele ("Roemmele") traveled to Florida and met with PRSI officers. The purpose of the visit was to solicit PRSI's business and to pitch a proposed venture to PRSI's officers.

        16.      Upon information and belief, it is averred that CitX held itself out as a firm with the expertise and experience to construct and maintain all the components of an Internet shopping mall.

        17.      CitX, through Roemmele, represented to PRSI that it had substantial experience in all facets of the project PRSI was contemplating, including: designing and hosting websites; designing computer systems and network topologies; developing software applications; and, obtaining and delivering the hardware to support such systems.

        18.      Upon information and belief, it is averred that PRSI explained to CitX that the timetable of the project was of critical importance since the year to year window of opportunity to enter into a contract with a master merchant (the individual who controls the distribution network) diminished significantly after September.

        19.      In August and September 1999, PRSI and CitX entered into a series of agreements which established the framework of the parties' contractual relationship. These agreements consisted of: (1) a Strategic Marketing Alliance Agreement dated August 31, 1999; (2) a Software License Agreement dated August 31, 1999; and, (3) a Contractual Agreement dated September 21, 1999. The thrust of these three agreements was to establish a joint venture in the State of Florida between CitX and PRSI. A copy of each of the Agreements is attached hereto as Exhibits "D", "E" and "F", respectively, and made a part hereof.

        20.      Pursuant to the Contractual Agreement, CitX was obligated to provide the following services: 

        (a)      An Application Developer, based in CitX, to work with CitX team to complete the design of the PRSI-IntraApp web-centric version and relational database that was to be provisioned in 5 modules; and

        (b)      A Web Master/Developer based in CitX to work with CitX's technical team to develop a PRSI Web-site and portal.

        21.      Upon information and belief, it is averred that CitX assigned Mike Gray ("Gray"), Executive Vice President and Director of Technology Deployment, to work on, manage, and oversee the PRSI venture. Although a resident of Pennsylvania, Gray worked out of the PRSI offices in Boca Raton, Florida and at all times material hereto, Gray was present in Florida, as a representative of CitX.

        22.      CitX undertook, as the strategic partner of PRSI, to create for PRSI and its customers a "members only intranet," accessible by the members to buy and sell merchandise as part of the E-commerce industry.

        23.      Upon information and belief, it is averred that CitX represented that it would build the members only intranet and set up "CyberMerchant" and E-Bank accounts, thereby allowing PRSI customers to receive payments on line.

        24.      The Contractual Agreement further provided that PRSI would pay a fee to CitX for its services, in an amount not to exceed $2200.00 per week.

        25.      Pursuant to the Software License Agreement PRSI agreed to pay CitX a software license fee of $100,000.00 per year, with the first payment due and paid upon the signing of the agreement.

        26.      Pursuant to the Contractual Agreement, the Software Licensing Agreement and/or the Strategic Marketing Alliance Agreement between December 16, 1999 and December 20, 1991, PRSI paid to CitX sums in excess of $700,000.00. This sum included travel and lodging expenses between Boca Raton and Pennsylvania for CitX employees.

        27.      However, notwithstanding PRSI's payments, according to a draft of CitX's Financial Statement provided by CitX accountant, as of December 31, 1999, CitX possessed only approximately $50,000.00 in cash. A copy of the CitX Financial Statement is attached hereto as Exhibit "G" and made a part hereof.

        28.      Upon information and belief, it is averred that CitX was unable to deliver to PRSI the products and services for which it was contractually obligated. Despite repeated assurances, CitX did not produce and/or failed to deliver to PRSI, inter alia, the following:

        (a)       a centralized platform for merchants to make purchases and sales on the Internet;

        (b)      a mechanism for electronic fund transfers for PRSI customers;

        (c)      electronic credit and debit facilities for PRSI customers; and

        (d)      the previously described "cyber-shingles" until after the filing of the complaint for injunctive relief by the Office of the Attorney General for the State of Florida.

        29.      Upon information and belief, it is averred that to date, only several hundred partial customer websites have been produced, out of the nearly 60,000 PRSI customers who were promised websites.

        30.      Upon information and belief, it is averred that CitX altered the compensation arrangement for PRSI members, against the advice of PRSI counsel.

        31.      Following the institution of the lawsuit by the AG, the Receiver notified CitX that it had failed to perform pursuant to the terms of the aforementioned agreements between CitX and PRSI, and on behalf of PRSI, demanded the return of all monies previously paid to CitX by PRSI.

        32.      CitX has refused to return any portion of the monies paid to it by PRSI.

        33.      On May 18, 2000, the Receiver filed a Motion for an Order Authorizing the Sale of Assets (Expedited Hearing Requested). The "Sale Assets" are the names of 45,000 - 60,000 customers who paid monies for the SOHO product and other services.

        34.      In the Motion Authorizing Sale, the Receiver noted that PRSI stands to lose its 45,000 - 60,000 customers as a result of its failure to produce a SOHO product, thereby leading to an erosion of the customer base which will continue with the passage of time.

COUNT I

REQUEST FOR SPECIAL INJUNCTION,

PRELIMINARY INJUNCTION AND PERMANENT INJUNCTION

        36.      Plaintiff re-alleges and re-avers the statements contained in paragraphs 1 through as though fully set forth herein.

        37.      In the Palm Beach County lawsuit, Roemmele filed an affidavit stating that "in December 1999, CitX began Beta testing for the project (the PRSI SOHO System). It has PRSI customers register online so their names could be put into CitX's database." See Exhibit "N" to Affidavit of Lewis B. Freeman.

        38.      Thereafter, on or about January 13, 2000, CitX created a website entitled "I3X eSOHO Business Exchange" at www.I3X.net with the stated description of the "world's first e-marketplace community and e-SOHO Business Exchange being developed specifically for small businesses known as SOHO's."

        40.      Thereafter, in April 2000, CitX began placing an advertisement on its website, advertising a special offer for PRSI customers.

        41.      Upon information and belief, it is averred that subsequent to obtaining and thereafter misappropriating PRSI customers' pertinent information in December 1999, and subsequent to the entry of the Palm Beach County lawsuit injunction, CitX improperly and surreptitiously solicited PRSI in violation of the Palm Beach County lawsuit injunction.

        42.      CitX's improper solicitation of PRSI customers is evidenced by the affidavit of Phillip Gonier, a PRSI customer, which stated that he had been contacted by CitX Corporation on May 22, 2000, and was informed that "I3X" was open for business, that he had been "registered as a CitX customer through PRSI", and that he was eligible for the "I3X e-SOHO Exchange Special Program." A copy of the Affidavit of Phillip Gonier is attached hereto as Exhibit "H" and made a part hereof.

        43.      It is believed and therefore averred that CitX Corporation obtained Mr. Gonier's name, address, telephone number, e-mail address and the same information for his PRSI sponsor when Mr. Gonier had participated in the December, 1999 PRSI SOHO test. Mr. Gonier was listed as a CitX customer when he had never dealt with the company in the past. See Exhibit "H".

        44.      Similarly, Larry Fredrickson, a PRSI merchant, informed the Receiver of the identical CitX offer to PRSI customers who had paid the $295.00 for their Merchant kit.

        45.      Additionally, according to the deposition testimony of Frank Garone, and despite the Palm Beach County lawsuit injunction and mandate of the Receiver, he admitted that CitX "still - we have been mirroring sites for PRSI members who did have sites, we were mirroring those for I3X.net. And any members of PRSI who did not have websites we were putting up a basic one-page template that showed that their site was under construction."

        46.      As evidenced by the advertised special offer, CitX is bypassing PRSI, utilizing the PRSI customer database, and exerting a concentrated effort to enter into direct commercial relationships with PRSI customers by offering to deliver the SOHOs that it could not deliver previously.

        47.      Moreover, as of May 15, 2000, CitX established a Frequently Asked Questions (FAQ) site for PRSI customers which not only misrepresents the business relationship between CitX and PRSI, but also directly solicits, misleads and invites PRSI customers to pay additional fees to continue and/or create a CitX website and encourages PRSI customers to sell CitX products. A copy of the website pages is attached hereto as Exhibit "I" and made a part hereof.

        48.      CitX's predatory recruitment of PRSI customers is causing or will cause in the near future irreparable harm to PRSI through the dilution of the PRSI customer base, as well as through the establishment of a competing network consisting in large part of PRSI customers. 

        49.      Upon information and belief, it is further averred that the CitX network is based upon proprietary software created pursuant to and covered by the Software License Agreement, including payment of the $100,000 licensing fee set forth in the Software License Agreement. 

        50.      Since commencement of the receivership, CitX is attempting to establish some components of the i3 Intranet and operate the marketing system set forth in the Contractual Agreement with PRSI customers and technology, without any participation by PRSI and/or the Receiver, and without payment of any fees to PRSI and/or the Receiver.

        51.      As a result, the value of PRSI assets, including the customer list, is seriously eroding, causing permanent and irreparable harm to PRSI and its membership. The dilution of the customer list and the establishment of a rival network impairs the marketability of the PRSI assets.

        52.      The impaired marketability of the PRSI customer list will cause a substantial hindrance in the attempts of the Receiver to market PRSI as a business opportunity, causing damage to the PRSI cyber managers, cyber merchants, national service directors, regional sales directors, and other members.

        53.      PRSI is without an adequate remedy at law.

        54.      Moreover, defection of PRSI members to CitX will not only dilute the value of the receivership assets, but will also threaten its viability as an on-going concern. PRSI will cease to exist, resulting in the total loss of all members' investments, as well as all opportunities for future remuneration.

        55.      The Receiver requested that CitX remove the advertisements of the special offer from its website, and that CitX cease its solicitation of PRSI customers as follows:

        (a)      On January 11, 2000, counsel for the Receiver sent a letter to Steve Garrett, Vice President, Business Development for Citx Corporation, with a copy to Bernard Roemelle, CitX Corporation and Mike Gray, giving them notice of the Order Granting Temporary Injunction Without Notice and to restrain and enjoin any activities that damage any PRSI asset.

        (b)      On January 12, 2000, counsel for the Receiver sent a letter with a copy of the Order Granting Temporary Restraining Order without Notice to Stephen G. Maliszewski, CitX Corporation's Pennsylvania counsel, reminding them that the Receiver was the custodian of all property of PRSI no matter where it may reside.

       (c)      On March 31, 2000, counsel for the Receiver again gave notice to CitX that the Order Granting Temporary Injunction without notice, among other things, restrained and enjoined those individuals and/or entities in active concert or participation with PRSI from, among other things, dissipating, concealing, destroying or disposing of property, including the customer list; and arrangements should be made for the property's return.

        56.      Despite the aforementioned notices, CitX refused to remove the advertisement from its website and refused to cease its solicitation of PRSI customers. 
        WHEREFORE, Plaintiff requests the entry of Special, Preliminary and Permanent Injunctive relief enjoining Defendants from:

        (a)      advertising any special offers to PRSI customers;

        (b)      contracting with PRSI customers for products or services similar in nature to those previously offered by PRSI through its strategic partnership with CitX;

        (c)      offering any products or services described in the Software Licensing Agreement;

        (d)      contacting any and all PRSI customers via e-mail, telephony, mail, facsimile and/or any other means;

        (e)      removing or destroying any and all books, records, papers, and/or other documents pertaining in any way to PRSI until a final audit is complete;

COUNT II

ACCOUNTING

        57.      Plaintiff re-alleges and re-avers the statements contained in paragraphs 1 through as though fully set forth herein.

        58.      During the period of June 1999, through December 1999 PRSI paid to CitX funds in a sum in excess of $760,148.00.

        59.      PRSI directly paid and/or reimbursed CitX employees' expenses for travel, lodging, and other expenses purportedly related to CitX's service of the PRSI account.

        60.      The funds paid by PRSI to CitX were paid in advance of performance by CitX.

        61.      Upon information and belief, it is averred that PRSI's payments were based, in part, on the number of PRSI customer cyber-shingles produced by CitX and maintained on the I3X network.

        62.      The i3 Intranet network never became operational during the life of the Contractual Agreement by which CitX received the payments from PRSI.

        63.      Plaintiff demanded an accounting of the funds paid to CitX by PRSI, but CitX has refused to account for the PRSI funds.

        WHEREFORE, Plaintiff respectfully demands the following:

        (a)      that a Special Master be appointed to examine the accounts and records of CitX relating to all funds paid by PRSI to or on behalf of CitX;

        (b)      that Defendants, their agents, representatives, employees, subsidiaries and/or related entities, be enjoined and retrained from removing or destroying any and all books, records, papers, and/or other documents pertaining in any way to PRSI until the final audit is complete;

        (c)      that the Court issue a Special Injunction absolutely restraining Defendants, their agents, representatives, employees and/or related entities from changing, altering, destroying, secreting or in any manner whatsoever disposing of any financial records, sales tax records, checks or other orders for the payment or receipt of money, books of account, ledgers or any other records of any kind whatsoever relating to funds paid by PRSI to or on behalf of CitX;

COUNT III

BREACH OF CONTRACT

        64.      Plaintiff re-alleges and re-avers the statements contained in paragraphs 1 through as though fully set forth herein.

        65.      PRSI entered into a series of agreements with CitX, including, but not limited to, the Contractual Agreement dated September 21, 1999.

        66.      Pursuant to that agreement, CitX was required to create for PRSI and its customers a "members only intranet," accessible by the members to buy and sell merchandise as part of the E-commerce industry.

        67.      CitX also obligated itself to build for PRSI a members only intranet and set up "CyberMerchant" and E-Bank accounts, thereby allowing PRSI customers to receive payments on line.

        68.      CitX did not produce and/or failed to deliver the components of the intranet shopping mall.

        69.      CitX failed to provide a centralized platform for merchants to make purchases and sales on the intranet.

        70.      CitX failed to provide a mechanism for electronic fund transfers for PRSI customers.

        71.      CitX failed to effectuate electronic credit and debit facilities for PRSI customers.

        72.      CitX failed to produce "cyber-shingles" for all PRSI members. On January 4, 2000, when the complaint for injunctive relief was filed by the AG, no cyber-shingles were in place. Since that date, CitX represented that it produced only approximately one thousand customer websites.

        73.      As a result of CitX's breaches of the Contractual Agreement, PRSI has incurred damages.

COUNT IV

CONVERSION

        74.      Plaintiff re-alleges and re-avers the allegations contained in paragraphs 1 through as though fully set forth herein.

        75.      During the period of June, 1999 through and including December 1999, PRSI paid to and/or incurred expenses on behalf of CitX in a sum in excess of $760,148.00.

        76.      Despite PRSI's repeated requests for performance and CitX's numerous promises of imminent success, CitX failed to deliver the products and services for which PRSI made payments and incurred expenses.

        77.      In January 2000, the Receiver notified CitX that it was in default under the terms of the parties' agreements, and declared the agreements in breach.

        78.      Subsequently, in or about January 2000, the Receiver requested an accounting from CitX and a return of all monies PRSI had previously paid to or on behalf of CitX.

        79.      CitX has failed to return any portion of the money paid to it by PRSI, and has refused to relinquish possession, custody or control of the PRSI funds.

        80.      Upon information and belief, it is averred that CitX improperly converted the PRSI funds to its own use.

COUNT V

FRAUD

        81.      Plaintiff re-alleges and re-avers the allegations contained in paragraphs 1 through as though fully set forth herein.

        82.      Upon information and belief, it is averred that beginning in June 1999 and again in July 1999, Roemmele, individually and/or in his capacity as President of CitX, represented to various PRSI corporate officers, including Bill Caudell and Gil Gillespie that CitX:

        (a)      could timely produce and service the system required by PRSI;

        (b)      had substantial experience in all facets of the project PRSI was contemplating, including designing and hosting websites, designing computer systems and network topologies, developing software applications, and obtaining and delivering the hardware to support such systems;

        (c)      would create for PRSI and its customers a "members only intranet," accessible by the members to buy and sell merchandise as part of the e-commerce industry; and

        (d)      set up "CyberMerchant" and e-bank accounts, thereby allowing PRSI customers to receive payments online.

        83.      CitX and Roemmele received the funds and obtained payments from PRSI even though CitX and Roemmele knew at all times relevant hereto that they could not timely deliver any of the following:

        (a)      the Internet shopping mall;

        (b)      components of the Internet shopping mall;

        (c)      a centralized platform for merchants to make purchases and sales on the Internet;

        (d)      a mechanism for electronic fund transfers for PRSI customers;

        (e)      electronic credit and debit facilities for PRSI customers; and 

        (f)      cyber-shingles for nearly 60,000 PRSI customer/merchants.

        84.      Upon information and belief, it is averred that the representations set forth in paragraph 79 were false when made, and the falsity of the representations was known to Roemmele individually and/or acting as agent of CitX at the time the representations were made.

        85.      Upon information and belief, it is averred that the representations set forth above were made for the sole purpose of inducing PRSI to enter into a contract with CitX, despite CitX's and Roemmele's knowledge that it could not and would not perform pursuant to the terms of the agreement.

        86.      Upon information and belief, it is averred that PRSI relied on CitX's and Roemmele's false representations as the basis for entering into a contractual relationship with CitX, and marketing its SOHO's to members and the general public.

        87.      PRSI has been damaged by its reliance on CitX's and Roemmele's misrepresentations, because of PRSI's inability to deliver an actual product to its members and their customers as well as its incapability to refund members' payments to them, resulting in the institution of proceedings for injunctive relief and causing a direct loss to PRSI.

COUNT VI

MISREPRESENTATION

        88.      Plaintiff re-alleges and re-avers the allegations contained in paragraphs 1 through as though fully set forth herein.

        89.      Upon information and belief, it is averred that beginning in June 1999 and again in July 1999, Roemmele, individually and/or as President of CitX, represented to various PRSI corporate officers, including Bill Caudell and Gil Gillespie that CitX:

        (a)      could timely produce and service the system required by PRSI;

        (b)      had substantial experience in all facets of the project PRSI was contemplating, including designing and hosting websites, designing computer systems and network topologies, developing software applications, and obtaining and delivering the hardware to support such systems;

        (c)      would create for PRSI and its customers a "members only intranet," accessible by the members to buy and sell merchandise as part of the e-commerce industry; and

        (d)      set up "CyberMerchant" and e-bank accounts, thereby allowing PRSI customers to receive payments on line.

        90.      Upon information and belief, it is averred that CitX and Roemmele received the funds and obtained payments from PRSI even though CitX and Roemmele knew at all times relevant hereto that it could not timely deliver any of the following:

        (a)      the Internet shopping mall;

        (b)      components of the Internet shopping mall;

        (c)      a centralized platform for merchants to make purchases and sales on the Internet;

        (d)      a mechanism for electronic fund transfers for PRSI customers;

        (e)      electronic credit and debit facilities for PRSI customers; and 

        (f)      cyber-shingles for nearly 60,000 PRSI customer/merchants.

        91.      Upon information and belief, it is averred that the misrepresentations set forth in paragraph 86 were false when made, and the falsity was known to Roemmele individually or acting as agent of CitX at the time the misrepresentations were made.

        92.      Upon information and belief, it is averred that the misrepresentations set forth above were made for the sole purpose of inducing PRSI to enter into a contract with CitX, despite CitX's and Roemmele's knowledge that it could not and would not perform pursuant to the terms of the agreement.

        93.      Upon information and belief, it is averred that PRSI relied on CitX's and Roemmele's misrepresentations as the basis for entering into a contractual relationship with CitX, and marketing its SOHO's to members and the general public.

        94.      PRSI has been damaged by its reliance on CitX's and Roemmele's misrepresentations, because of PRSI's inability to deliver an actual product to its members and their customers as well as its incapability to refund members' payments to them, resulting in the institution of proceedings for injunctive relief and causing a direct loss to PRSI.

COUNT VII

MISAPPROPRIATION OF TRADE SECRETS

        95.      Plaintiff re-alleges and re-avers the allegations contained in paragraphs 1 through as though fully set forth herein.

        96.      The records located by the Receiver indicate that PRSI consists of approximately 60,000 individual members, variously described as cyber managers, cyber merchants, national service directors, regional sales directors, and customers.

        97.      PRSI obtained members through the sale of SOHOs to its customers by cyber managers, cyber merchants, national service directors, and regional sales directors.

        98.      The sale of SOHOs by cyber managers, cyber merchants, national service directors, and regional sales directors to new customers created a commercial relationship between PRSI and its customers.

        99.      PRSI maintained a customer list containing in excess of 48,000 customers at various levels with whom PRSI had a commercial relationship.

        100.     Upon information and belief, it is averred that Bernard Roemmele, individually and/or as an agent of CitX, maintained a separate list containing in excess of 18,000 additional PRSI customers.

        101.     The PRSI customer lists were generated through the efforts of PRSI and its individual cyber managers, cyber merchants, national service directors, and regional sales directors, who recruited new members through various marketing techniques.

        102.     The PRSI customer lists are proprietary trade secrets, owned by PRSI.

        103.     The PRSI customer lists are among the principal valuable assets of PRSI.

        104.     The Receiver requested that CitX turn over to him the PRSI customer lists in its possession.

        105.     CitX, at the direction of Bernard Roemmele, refuses to turn over to the Receiver the PRSI customer lists.

        106.     Instead, Bernard Roemmele, individually and/or as agent of CitX is attempting to market SOHOs directly to the PRSI customers based upon the PRSI customer lists in its possession.

        107.     PRSI is being damaged as a result of the continued use of the PRSI customer list and Bernard Roemmele and CitX's refusal to turn over same to the Receiver.

COUNT VIII

UNFAIR AND DECEPTIVE TRADE PRACTICES

        108.     Plaintiff re-alleges and re-avers the allegations contained in paragraphs 1 through as though fully set forth herein.

        109.     In March 2000, and again in April 2000, CitX began placing an advertisement on its website, http://www.I3X.net/, advertising a special offer for PRSI customers.

        110.     As evidenced by the advertised special offer, CitX is attempting to bypass PRSI and enter into direct commercial relationships with PRSI customers by offering to deliver the SOHOs that it could not deliver previously.

        111.     Upon information and belief, it is averred that CitX's predatory recruitment of PRSI customers constitutes unfair or deceptive acts or practices in violation of 73 P.S. §201-1, et seq.

        112.     Receiver, Lewis Freeman, has requested that CitX remove the advertisements of the special offer from its website, and that CitX cease its solicitation of PRSI customers.

        113.     Upon information and belief, it is averred that CitX refused to remove the advertisement from its website and refused to cease its solicitation of PRSI customers.

        114.     Upon information and belief, it is averred that CitX's misleading, improper and intrusive acts with respect to PRSI customers include, but are not limited to, the following:

        (a)      Passing off their services to PRSI customers as being successive and/or in conjunction with the services of PRSI;

        (b)      Causing the likelihood of confusion or of misunderstanding among PRSI customers as to the affiliation, connection and/or association of PRSI and CitX;

        (c)      Causing the likelihood of confusion or of misunderstanding as to the source, sponsorship, approval or certification of services provided by CitX;

        (d)      Advertising services with intent not to sell them as advertised;

        (e)      Advertising goods or services with intent not to supply reasonably expectable public demand; and

        (f)       Engaging in fraudulent and deceptive conduct which creates a likelihood of confusion or misunderstanding.

        115.     Pursuant to 73 P.S. §201-3, the aforementioned acts performed by CitX are unlawful and against the public interest.

        WHEREFORE, Plaintiff requests judgment as follows:

        (a)      the entry of Special, Preliminary and Permanent Injunctive relief enjoining Defendants from:

                  (1)      advertising any special offers to PRSI customers;

                  (2)      contracting with PRSI customers for products or services similar in nature to those previously offered by PRSI through its strategic partnership with CitX; and

                  (3)      offering any products or services described in the Software Licensing Agreement;

                  (4)      contacting any and all PRSI customers via e-mail, telephony, mail, facsimile and/or any other means; and

        (b)      an award of treble damages in excess of $50,000.00;

        (c)      an award of reasonable attorneys and costs