Shirlee expanded Amzo’s operations into a 46,000 square-foot commercial building, located on
west Chicago Avenue in Chicago, where Amzo currently employs some 30 employees. Shirlee
bought this property for $700,000. Both the Bull Valley and the Chicago Avenue properties are
held in land trusts of which Shirlee is the sole beneficiary. Plaintiff estimates the value of Amzo
at approximately $1 million.

Plaintiff alleges that Dennis is a primary participant in the generation of wealth that is
formally held by Shirlee and that the Ambroziaks have since the date of judgment conspired
together to defraud plaintiff by hiding Dennis’s assets and income so as to prevent plaintiff from
collecting his judgment. Specifically, plaintiff alleges that the Ambroziaks conceal Dennis’s
involvement in Amzo by making Shirlee the sole officer, director and stock holder of Amzo and
conceal Dennis’s interest in the Chicago Avenue and Anguilla properties. Furthermore, plaintiff
alleges Shirlee filed a federal income tax return at some unspecified point where she listed
Dennis’s social security number as “999-99-9999.” Moreover, plaintiff alleges that Shirlee
executed land trust or bank loan applications in October 1992, February 1996, March 1996,
January 1998, February 1998 and April 1998, where she failed to disclose (a) that Dennis worked
at Amzo and was an important player in the business and (b) that Dennis had a “beneficial
interest” in Amzo. In May 1998, Shirlee also caused a land trust to be created in which she
named Dennis and their children as contingent beneficiaries and in June 1998, she mortgaged the
Chicago Avenue property without disclosing (a) and (b) above. Plaintiff seeks the liquidation of

assets belonging to Shirlee, which could satisfy the judgment if they belong to Dennis.



(determining that the plaintiff could not sue the individual defendants, all former corporate
officers of the debtor, under the UFTA because they did not hold the status of “insiders” for
purposes of assigning liability); and (3) plaintiff fails to allege a fraudulent transfer that occurred
within the four-year statute of limitations, citing 740 ILCS 160/10° and Levy v. Markal Sales
Corp., 311 Ill. App. 3d 552, 554-55, 724 N.E.2d 1008, 1010 (1" Dist. 2002) (‘Section 10(a)
explicitly provides that a cause of action attacking a transfer as fraudulent under paragraph 1(a)
of section 5 must be brought within 4 years ‘after the transfer was made.””) (emphasis in
original).

Plaintiff responds only to (1) and (3). Plaintiff asserts that fraudulent transfer is found in
Dennis’s concealment of his actual earnings and income under Shirlee’s name. Plaintiff further
asserts that “every time Dennis made a sale for Amzo, or ordered supplies, or did any other act
that benefitted the company, it amounted to a new fraudulent transfer to Shirlee or to Amzo (of
which Shirlee is the sole owner of record) of the reasonable value of his services.” (Pl. Resp. at
5.) Moreover, because Dennis’s purported misconduct is continual, plaintiff argues that the
statute of limitations does not bar his claim. Plaintiff also asserts that he was unable to uncover

defendants’ fraudulent concealment until “he began a new Citation to Discover Asserts

3740 ILCS 160/10 states:

A cause of action with respect to a fraudulent transfer or obligation under [the UFTA] is
extinguished unless action is brought:

(a) under paragraph (1) of subsection (a) of Section 5, within 4 years after the transfer was made or
the obligation was incurred or, if later, within one year after the transfer or obligation was or could
reasonably have been discovered by the claimant;

(b) under paragraph (2) of subsection (a) of Section 5 or subsection (a) of Section 6, within 4 years
after the transfer was made or the obligation was incurred; or

(c) under subsection (b) of Section 6, within one year after the transfer was made or the obligation

was incurred.



contributions to and equity in” the properties, his “active participation in the management of”
Amzo, and his actual earnings and income by “having them falsely appear to be Shirlee’s
earnings and income” in Shirlee’s “W-2s and elsewhere[.]” (Sec. Am. Comp]. {ff 41-42.)
Further, he alleges that Dennis and Shirlee have placed all their assets and income in land trusts
or in Shirlee’s name so as to defeat plaintiffs judgment. (Id. {{] 43-44.)

Arguing that this alleged conduct is independently tortious, plaintiff relies on, inter alia,
Village of San Jose v. McWilliams, 284 F.3d 785 (7" Cir. 2002), an appeal of an adversary
proceeding from bankruptcy court, where the Seventh Circuit listed several factors that, if
proven, could show the debtor’s actual intent to defraud the creditor such that the court would set

aside the discharge of the debt pursuant to 11 U.S.C. § 727(a)(2).! Although the Seventh Circuit

'In Village of San Jose, the Village, the lien creditor, objected to the debtors-defendants’ bankruptcy
petition and discharge of the debt in the bankruptcy court, The Village claimed that, within one year of filing their
Chapter 7 petition, the debtors transferred property to their grandchildren for “$1.00 and love” in an attempt to
defraud the Village. The Seventh Circuit discussed the four elements under 11 U.S.C. § 727(a)(2) that a creditor
must establish before a court will set aside a discharge, namely, “(1) that the act complained of was done at a time
subsequent to one year before the date of filing of the petition; (2) with actual intent to hinder, delay, or defraud a
creditor .. . ; (3) that the act was that of the debtor or his duly authorized agent; and (4) that the act consisted of
transferring, removing, destroying or concealing any of the debtor’s property, or permitting any of these acts to be
done.” 284 F.3d at 791.

The court focused on whether the Village met the second element. The court determined that actual intent
to defraud is difficult to prove but may be shown through circumstantial evidence. As such, it adopted a list of
factors set forth by the Fifth Circuit in Pavy v. Chastant, 873 F.2d 89, 91 (5" Cir. 1989). These six factors are: (1)
the lack of or inadequacy of consideration; (2) the family, friendship, or close relationship between the parties; (3)
the retention of possession, benefit or use of the property in question; (4) the financial condition of the party sought
to be charged both before and after the transaction in question; (5) the existence or cumulative effect of the pattern or
series of transactions or course of conduct after the incurring of debt, onset or financial difficulties, or pendency or
threat of suits by creditors; and (6) the general chronology of the events and transactions under inquiry. Village of
San Jose, 284 F.3d at 791. The court determined that once the creditor meets one or some of these factors, the
creditor establishes a prima facie case that the debtor acted with intent to defraud and shifts the burden to the debtor
to demonstrate that he lacked such intent. Id.

The court determined that the Village produced circumstantial evidence such as that the debtors prevented
the Village from obtaining the properties to satisfy the debts based on, inter alia, the debtors’ purported transfer of
the properties to their grandchildren. Id. at 791,794. Although the debtors eventually disclosed the transfer and
their grandchildren transferred the properties back to them, the court disagreed with the bankruptcy court’s finding

(continued...)



DISCUSSION

Plaintiff alleges the following claims against defendants: civil conspiracy (Count I);
violation of the UFTA (Count II); and imposition of a constructive trust (Count Ill). Defendants
have moved to dismiss all the claims.
A. Count I: Civil conspiracy

To state a civil conspiracy claim, a plaintiff must allege (1) an agreement (2) by two or
more persons (3) to perform an overt act or acts (4) in furtherance of the agreement or conspiracy
(5) to accomplish an unlawful purpose or a lawful purpose by unlawful means (6) causing injury
to another. Nichols Motorcycle Supply, Inc. v. Dunlop Tire Corp., No. 93 C 5578, 1994 WL
698486, at *3 (N.D, Ill. Dec. 12, 1994). Defendants contend that plaintiff alleges no facts under
the third element because he fails to show an overt act premised on tortious or unlawful conduct.

As set out in Adcock v. Brakegate, Ltd., 164 Ill. 2d 54, 63, 645 N.E.2d 888, 894 (1994),
“(t]o state a cause of action for conspiracy, a plaintiff must allege not only that one of the
conspirators committed an overt act in furtherance of the conspiracy, but also that such act was
tortious or unlawful in character.” See also Cumis Ins. Soc’y, Inc. v. Peters, 983 F. Supp. 787,
794 (N.D. Ill. 1997) (“to state a cause of action for civil conspiracy, the plaintiff must sufficiently
allege that an underlying wrong existed.”). Thus, an agreement and overt acts that cause injury to
another are insufficient; rather, the overt acts must themselves constitute independent, tortious
conduct.

Plaintiff's conspiracy theory is that Dennis and Shirlee made an agreement to prevent
plaintiff from collecting his judgment against Dennis. The tortious or unlawful conduct is based

on allegations that Shirlee applied for bank loans without disclosing Dennis’s “financial



that constitute fraud. Furthermore, to the extent plaintiff rests his claim on the Ambroziaks’
creation of trusts, Dennis’s failure to take a salary from Amzo and Dennis’s placement of assets
in other family members’ names, plaintiff does not demonstrate that any of this conduct was
tortious. Rather, plaintiff only alleges that this conduct injured him. As such, the court will
dismiss Count I.
B. Count II: Violation of the UFTA

Defendants assert that plaintiff fails to allege facts that show “fraud in fact” under the
UFTA, 740 ILCS 160/5(a)(1) or “fraud in law” under the UFTA, 740 ILCS 160/5(a)(2) and
160/6(a)2 Specifically, defendants assert that (1) plaintiff fails to allege facts that show
fraudulent transfer because he only alleges facts that show Dennis commingled his assets with
Shirlee’s assets; (2) plaintiff cannot rely on a debtor-creditor relationship between plaintiff and
Dennis to show a debtor-creditor relationship between plaintiff and the other defendants, citing

APS Sports Collectibles, Inc. v. Sports Time, Inc., 299 F.3d 624, 629-30 (7" Cir. 2002)

2740 ILCS 160/S (Transfer or obligation fraudulent as to creditor--Claim arising before or after transfer)
states, in relevant part:

(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the
creditor’s claim arose before or after the transfer was made or the obligation was incurred, if the
debtor made the transfer or incurred the obligation:

(1) with actual intent to hinder, delay, or defraud any creditor of the debtor; or
(2) without receiving a reasonably equivalent value in exchange for the transfer or obligation, . . . .

Moreover, 740 ILCS 160/6 (Transfer or obligation fraudulent as to creditor--Claim arising before the
transfer) states, in relevant part:

(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor whose claim.
arose before the transfer was made or the obligation was incurred if the debtor made the transfer or
incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer
or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of
the transfer or obligation. ...



Adinute Ordge Form (0607)

ely

United States District Court, Northern District of Illinois

Name of Assigned Judge
or Magistrate Judge

Joan H, Lefkow

Sitting Judge if Other
than Assigned Judge

CASE NUMBER 02 C 2537 DATE 5/16/2003
CASE Bressner vs. Ambroziak, et al.
TITLE
[In the following box (a) indicate the party filing the motion, e.g., plaintiff, defendant, 3rd party plaintiff, and (b) state briefly the nature
MOTION: of the motion being presented.)
DOCKET ENTRY:
() a Filed motion of [ use listing in “Motion” box above.]
(2) a Brief in support of motion due
(3) Qa Answer brief to motion due _» Reply to answer brief due
(4) Oo Ruling/Hearing on set for at
(5) QO Status hearing[held/continued to] [set for/re-set for] on set for at
(6) Qo Pretrial conference(held/continued to} (set for/re-set for} on __ set for at :
(7) 0 Trial(set for/re-set for] on at.
(8) Q (Bench/Jury trial] [Hearing] held/continued to at _
(9) 0 This case is dismissed (with/without] prejudice and without costs[by/agreement/pursuant to]
OOFRCP4(m) Local Rule 41.1 COFRCP41(a\(1) OO FRCP41(a)(2).

(10) WH [Other docket entry} Enter Memorandum Opinion and Order. The Court grants defendants’ motion

to dismiss plaintiff’s second amended complaint (55-1] with prejudice. Trial date of 5/27/03 is stricken.

Case is terminated.
at) {For further detaif see order attached to the original minute order.]

No notices required.

Y | Notices mailed by judge’s staff.

Notified counsel by telephone.

Docketing to mail notices,

v | Mail AO 450 form. Mailed by MD.

Copy to judge/magistrate judge,

courtroom
deputy’s
initials

DM

No notices required, advised in open cour.

umber of notices

2

1S. 1. _ Date/time ééeived ih
central Clerk's Office

MAY 19 2003

date dockered

docketing deputy initials

$/16/2003,

gate mailed notice

MD

mailing deputy initials



As such, although, as this court has previously stated, the Ambroziaks’ conduct is not
admirable, plaintiff has failed to state a claim under the UFTA.® Therefore, Count II will also be
dismissed.

Cc. Count III: Imposition of a constructive trust

The court imposes a constructive trust where

the party in possession of wrongfully acquired property [is declared] the

constructive trustee of that property . . . because it would be inequitable for that

party to retain possession of the property. The sole duty of the constructive trustee

is to transfer title and possession of the wrongfully acquired property to the

beneficiary.

Suttles v. Vogel, 126 Ill. 2d 186, 193, 533 N.E.2d 901, 904 (1988). “A constructive trust will not
be imposed unless the complaint makes specific allegations of wrongdoing . . . such as fraud,
breach of fiduciary duty, duress, coercion or mistake.” Jd. at 194, 533 N.E.2d at 905. A court
imposes a constructive trust either (1) where actual or constructive fraud provides equitable

grounds for raising the trust or (2) where there is a breach of a fiduciary duty. Jd. Plaintiff relies

on his claim of fraud as the basis for the imposition of a constructive trust, but, as indicated

5(...continued)
capital, but rather is a separate intangible capital asset of the [orthodontics] practice, like a trademark would be.”); Jn
re Fitch, 174 B.R. 96, 103 (Bankr. S.D. Ill. 1994) (“The ‘goodwill’ of a business may be defined as the advantage
the business has over competitors as a result of its having been carried on in a particular place or by a particular
person for a period of time. .. .”). Here, because plaintiff alleges facts that show Dennis owns no businesses and is a
legal stranger to Amzo, he cannot show that a fraudulent transfer occurred between Dennis and Amzo based on
goodwill. See In re Fitch, 174 B.R. at 103 (“While goodwill is an intangible asset, it cannot be separated from the
tangible assets of the business and exists only as an incident of a going business.”).

Nonetheless, the court further notes that plaintiff fails to show how his debtor-creditor relationship with
Dennis creates such a relationship with the other defendants, particularly Amzo. (See Order of Oct. 29, 2002, stating
“Amzo is not liable for Dennis’s debts and Dennis is not liable for Amzo’s debts.”) The court, however, does not
address defendants’ statute of limitations argument because, even though this argument may be viewed as a threshold
issue, it is dependent on facts such as when the claim was or should have been discovered. Such an argument is
better addressed on a motion for summary judgment. See Clark v. City of Braidwood, 318 F.3d 764, 767-68 (7" Cir.
2003) (vacating the lower court’s dismissal of plaintiff's civil rights claim as time-barred because the plaintiff should
be allowed to prove alleged facts that show his claim is not barred by the statute of limitations).

11



proceeding against Dennis in late 2000[,]” where plaintiff learned Dennis was working for Amzo
and was taking no salary or other compensation according to Amzo’s records. (Pl. Resp. at 7);4
see In re Nowicki, 202 B.R. 729, 736 (Bankr. N.D. Ill. 1996) (“The proper method under the
Illinois Code of Civil Procedure to perfect a lien in intangible personal property is via a citation
to discover assets, under 735 ILCS 5/2-1402.”); see also King v. Ionization Int'l, Inc., 825 F.2d
1180, 1188 (7" Cir. 1987) (“A citation proceeding is apparently the only way to levy judgment in
Illinois against a judgment debtor’s intangible assets, such as a patent license. * * * If collection
is not accomplished within six months, the citation proceeding terminates unless it has been
extended.”). Because plaintiff filed this instant action within one year of that discovery, he
argues that his claim is timely.

Plaintiff's allegations do not amount to fraudulent transfer. Where plaintiff points to
Dennis’s involvement in Amzo as constituting fraudulent transfer, he relies on Dennis’s human
capital. Cf Israel Travel Advisory Serv., Inc. v. Israel Identity Tours, Inc., 61 F.3d 1250, 1253
(7" Cir. 1995) (“People rather than firms hold expertise (economists call it human capital for
good reason)”. If it is assumed that Dennis donates his services to Amzo without compensation
and that benefit inures back to him through Shirlee in the form of money, plaintiff provides no
authority for the proposition that such “transfer” of human capital may constitute a fraudulent

transfer.>

‘Furthermore, plaintiff asserts that when he “deposed Dennis on January 20, 1994, [Dennis] concealed all of
his involvement both with Amzo and with the purchase of the Ambroziak[s’] luxury estate home in Bull Valley two
years earlier.” (PI. Resp. at 2.) Plaintiff makes these assertions in response to defendants’ argument that his
constructive trust claim is time-barred. These assertions, however, are applicable here as well.

SHuman capital is not to be confused with “goodwill,” which is an intangible asset. Cf In the Matter of
Prince, 85 F.3d 314, 323, 323 n.5 (7° Cir. 1996) (“Dr. Prince’s goodwill is not intrinsically part of his human
(continued...)

10



in Village of San Jose identifies certain badges of fraudulent intent, obviously the Seventh
Circuit was not creating an independent cause of action of actual intent to defraud. Rather, to
state a cause of action for fraud, the plaintiff must allege:

(1) a false statement of material fact; (2) the party making the statement knew or

believed it to be untrue; (3) the party to whom the statement was made had a right

to rely on the statement; (4) the party to whom the statement was made did rely on

the statement; (5) the statement was made for the purpose of inducing the other

party to act; and (6) the reliance by the person to whom the statement was made

led to that person’s injury.

Cumis Ins. Soc'y, 983 F. Supp. at 791.

The court has already determined that the facts relating to bank financing do not
constitute fraud. In the original complaint, plaintiff alleged defendants violated the Racketeer
Influenced and Corrupt Organizations Act (“RICO”), 18 U.S.C. §§ 1961 et seq. (Order of Oct.
29, 2002.) Plaintiff argued that the pattern of racketeering activity consisted of the Ambroziaks’
engaging in bank fraud within 18 U.S.C. § 1344 because Shirlee submitted bank loan
applications without disclosing Dennis’s role or beneficial interest in Amzo. On defendants’
motion to dismiss that claim, this court disagreed with plaintiff, explaining “it is obvious that no
bank or financial institution has been defrauded by the Ambroziaks. Moreover, the alleged
omissions are not material to the transactions because the loans were made to Amzo, to which
Dennis is a legal stranger.” (Order of Oct. 29, 2002.)

Here, for the same reasons that plaintiff failed to allege facts that showed bank fraud

under his former RICO claim, plaintiff fails to allege overt acts in furtherance of the conspiracy

1(...continued)
that these actions cured the debtors’ earlier fraudulent conduct because there was no harm done. /d. at 794. Instead,
the court found that the debtors were not entitled to protection under the Bankruptcy Code and thus reversed and
remanded the case.



Grady, United States District Judge, imposed three-years probation on both counts to run
concurrently and a $5,000 fine on the mail fraud count. On February 5, 1985, the United States
Attorney moved to revoke Dennis’s probation based on his failure to file federal income tax
retums for 1982, 1983 and 1984, although he falsely claimed he had done so. Plaintiff does not
allege whether the court revoked Dennis’s probation. On plaintiff's information and belief,
however, Dennis has not filed any federal income tax returns for over twenty years.

In March 1986, a fire of suspicious origin severely damaged the Ambroziaks’ residence
and disrupted Dennis’s business. The Ambroziaks’ claim on an insurance policy was rejected, a
law suit ensued, and in November 1993 a jury sided with the insurance company. Despite their
financial setbacks, Dennis and Shirlee were able to fund the restoration of their fire-damaged
residence in 1989 by granting a contractor title to a property in Wisconsin (valued at $36,500,
with an $18,000 mortgage and, by the way, this asset did not appear on the Ambroziaks’
bankruptcy petition). The Ambroziaks subsequently sold this residence to satisfy the contractor’s
liens.

In 1992, Shirlee bought a house on 3.5 acres of land in Woodstock, Illinois for $470,000
(the “Bull Valley Property”) and within a short period of time she and Dennis made significant
improvements to the property, substantially enhancing its value. Moreover, since 1997, the
Ambroziaks have transferred cash and assets off-shore by acquiring or investing in luxury
vacation and/or retirement properties in Anguilla, a small British dependency located at the
northern end of the Leeward Islands in the Caribbean.

At some unspecified point post-discharge, Shirlee (with Dennis’s help behind the scenes)

started Amzo, which operated for a period of time out of the Buli Valley Property. By 1996,



STANDARDS FOR A MOTION TO DISMISS

A motion to dismiss under Rule 12(b)(6) challenges the sufficiency of the complaint for
failure to state a claim upon which relief may be granted. General Elec. Capital Corp. v. Lease
Resolution Corp., 128 F.3d 1074, 1080 (7" Cir. 1997). Dismissal is appropriate only if it appears
beyond a doubt that the plaintiff can prove no set of facts in support of his claim that would
entitle him to relief. Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Sanville v. McCaughtry,
266 F.3d 724, 732 (7" Cir. 2001). In ruling on a motion to dismiss, the court accepts as true all
well-pleaded facts alleged in the complaint, and it draws all reasonable inferences from those
facts in the plaintiff's favor. Dixon v. Page, 291 F.3d 485, 486 (7" Cir. 2002); Jackson v. E.J.
Brach Corp., 176 F.3d 971, 977 (7" Cir. 1999).

ALLEGATIONS FROM THE SECOND AMENDED COMPLAINT

In June 1982, Dennis and Shirlee Ambroziak (collectively, the “Ambroziaks”) filed a
Chapter 7 petition in bankruptcy court. Through an adversary proceeding, plaintiff obtained a
judgment of nondischargeability against Dennis on a debt he owed plaintiff on a note in the
amount over $485,000. Apart from this judgment, the debts of the Ambroziaks were discharged
in October 1982. To plaintiffs great frustration, although he periodically “revived” the
judgment, he has been unable to obtain satisfaction of the judgment. (Sec. Am. Compl. { 14.)
Plaintiff claims that the present value of the judgment exceeds $1.2 million.

Shortly after the Ambroziaks filed their bankruptcy petition, the United States Attorney
for the Northern District of Illinois indicted Dennis for one count of mail fraud, 18 U.S.C.
§ 1341, and one count of criminal infringement of a copyright, 18 U.S.C. § 2319. On November

19, 1983, Dennis pled guilty to the counts and on January 20, 1994, the Honorable John F.



UNITED STATES DISTRICT COURT DOCKETED
FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION MAY 1 9 2003
)
KERMIT JAY BRESSNER, )
)
Plaintiff, )
)
v. ) No. 02 C 2537
) Judge Joan H. Lefkow
SHIRLEE AMBROZIAK, DENNIS )

AMBROZIAK, AMZO MAILING SERVICES, )
INC. and HARRIS BANK PALATINE, N.A., as )
Trustee under Trust Agreement dated May 12, )
1998, and known as Trust Number 6938,

)
)
Defendants. )
)

MORANDUM OPINION AND ORDER

Before this court is the second amended complaint filed by plaintiff Kermit Jay Bressner
(“Bressner’”) against defendants Shirlee Ambroziak (“Shirlee”), Dennis Ambroziak (“Dennis”),
Amzo Zip Mailing Services, Inc. (“Amzo”) and Harris Bank Palatine, N.A., as Trustee under
Trust Agreement dated May 12, 1998 and known as Trust Number 6938 (“trustee”). Plaintiff
claims defendants engaged in a civil conspiracy against him (Count I) and violated the Illinois
Uniform Fraudulent Transfer Act (“UFTA”), 740 ILCS 160/1 et seg., (Count Tl). Furthermore,
plaintiff seeks the imposition of a constructive trust (Count II). Defendants move for dismissal
of plaintiffs second amended complaint pursuant to Federal Rule of Civil Procedure 12(b)(6).
Diversity Jurisdiction is properly invoked pursuant to 28 U.S.C. § 1332, in that plaintiff alleges
that he is a citizen of Arizona and that all defendants are citizens of Illinois and that the amount

in controversy exceeds $75,000. For the reasons set forth below, the court grants the motion to

600

dismiss.



above, he has not been able to plead a claim of fraud. In short, the reasons that doom plaintiff’s
civil conspiracy claim also defeat his claim for constructive trust. Thus, the court will dismiss
Count III.
ORDER
Wherefore, the court grants defendants’ motion to dismiss plaintiff's second amended
complaint [#55] with prejudice. The court strikes the trial date of Monday, May 27, 2003. This

case is terminated.

ENTER: an
(AN HUMPHREYYEFKOW
Dated: May 16, 2003 United States District Judge

12