UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF MICHIGAN

COMPLAINT

Plaintiff, the United States Securities and Exchange Commission ("Commission"), for its Complaint states as follows:

SUMMARY

1. As described in detail below, between approximately April 1998 and August 2002 the defendants have engaged in a scheme in which they raised at least $34.7 million from investors through the fraudulent offer and sale of unregistered securities.
    
2. J. Patrick Kisor ("Kisor") engaged in the fraudulent offer and sale of unregistered shares of PDK International, Inc. ("PDK") and Kisor and Keith L. Mohn ("Mohn") engaged in the fraudulent offer and sale of unregistered shares of Agave, Ltd. ("Agave"). Additionally, Mohn engaged in the fraudulent offer and sale of unregistered shares of Genesis Trading Associates, LLC ("Genesis"). Kisor and Mohn worked jointly and separately in the scheme.
    
3. Mohn sold the Agave investments to investors through three entities he owns and/or controlled at the time of the activities: a) Mohn Asset Management, L.L.C. ("Mohn Asset Management"), a registered Michigan investment advisor; b) Mohn Financial Group, L.L.C. ("Mohn Financial"), a registered Michigan investment advisor and financial services business; and c) Genesis.
    
4. During the scheme, Kisor knowingly made several misrepresentations to investors, including: a) that his background included successful options trading; b) that the funds invested in PDK and Agave would be used to trade options; c) that PDK and Agave had engaged in successful options trading and had earned profits on their investments; d) that investor funds would be used in a trading strategy that had "at least doubled the performance of the S & P 500 for the last five years"; and e) overstating the value of PDK's assets.
    
5. As part of the scheme to defraud, Kisor misappropriated investor funds from PDK and Agave and spent the investor funds on personal expenses including luxury cars, gambling, and travel. When Kisor actually placed PDK and Agave investor funds in investments, millions of investor dollars were used for risky non-options investments. Additionally, the portion of PDK and Agave funds that Kisor used in options trading resulted in overall losses for investors.
    
6. Initially, Mohn repeated Kisor's misrepresentations to investors without conducting sufficient due diligence to determine the accuracy of those statements. The misrepresentations Mohn made included: a) that investor funds in Agave would be used to trade options; b) that Agave had engaged in successful options trading; c) that investor funds in Agave would be used in a trading strategy that had "at least doubled the performance of the S & P 500 for the last five years"; and d) that the trading strategy was low- risk.
    
7. However, from at least late 2000 and at various times later in the scheme, Mohn learned that Kisor had used investor funds as described in paragraph 5. above and as a result had lost at least one-half of the investment value that Kisor, and later Mohn, were reporting to investors. Mohn did not reveal any of this information to investors. Instead, Mohn concealed the information and continued to offer and sell the investments.
    
8. The Defendants, directly and indirectly, have engaged and, unless enjoined, will continue to engage in acts, practices and courses of business which constitute violations of the registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. §§ 77e(a), 77e(c) and 77q(a)], Sections 10(b), 15(a) and 15(c) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78j(b), 78o(a), and 78o(c)], and Rules 10b-5 and 15c1-2 thereunder [17 C.F.R. §240.10b-5, 240.15c1-2]. Mohn, Mohn Asset Management, Mohn Financial and Kisor have engaged and, unless enjoined, will continue to engage in acts, practices and courses of business which also constitute violations of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("Advisers Act")[15 U.S.C. § 80b-6].
    
9. There is a reasonable likelihood that unless temporarily, preliminarily, and permanently restrained and enjoined Mohn, Mohn Asset Management and Genesis will continue to engage in the transactions, acts, practices, and courses of business described below, and in similar acts, practices, and courses of business, and that unless permanently enjoined Mohn Financial Group, Agave, Kisor and PDK will continue to engage in the transactions, acts, practices, and courses of business described below, and in similar acts, practices, and courses of business.

JURISDICTION AND VENUE

10. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)], Section 27 of the Exchange Act [15 U.S.C. §78aa], and Section 214 of the Advisers Act [15 U.S.C. § 80b-14] and 28 U.S.C. §1331. Venue is proper pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)], Section 27 of the Exchange Act [15 U.S.C. §78aa], and Section 214 of the Advisers Act [15 U.S.C. §80b-14].
     
11. Defendants, directly and indirectly, singly and in concert, have made, and are making, use of the means and instrumentalities of interstate commerce and of the mails in connection with the transactions, acts, practices and courses of business alleged in this Complaint.
     
12. The acts, practices and courses of business alleged in this Complaint occurred and are continuing to occur in the Eastern District of Michigan and elsewhere.

DEFENDANTS

13. J. Patrick Kisor. Kisor, 40 years old, is the owner and founder of PDK International, Inc. Before founding PDK, Kisor was a home theater systems installer. Kisor acted as an investment adviser during the course of the scheme.
     
14. PDK International, Inc. PDK is a company that purported to engage in options trading for the benefit of its investors. Kisor formed PDK as a Nevada corporation in April 1998. PDK's securities are not registered with the Commission.
     
15. Keith Mohn. Mohn, 42 years old, is the sole owner of Mohn Asset Management (described below), was a co-owner of Mohn Financial (described below) and is the manager of Genesis (described below). Mohn acted as an agent of Mohn Asset Management and Mohn Financial in offering the Agave investments to clients. Mohn acted as an agent of Mohn Asset Management in offering the Genesis investments to clients. In 1998, the NASD barred Mohn from associating with any NASD member because he placed his clients in private transactions without the approval of his registered broker-dealer employer and those transactions resulted in losses of clients' funds.
     
16. Mohn Asset Management, L.L.C. Mohn Asset Management is an investment advisor registered with the State of Michigan and is located in Bloomfield Hills, Michigan. Mohn formed Mohn Asset Management in the U. S. Virgin Islands in July 2000. Mohn Asset Management uses the services of employees of Mohn Financial (see below). Mohn Asset Management has at least 80 clients. Mohn Asset Management offered Agave securities to its clients through its agent, Mohn.
     
17. Mohn Financial Group, L.L.C. Mohn Financial, a Michigan limited liability company, is a financial services company that primarily sells insurance products and refers clients to money managers. Mohn Financial was a registered investment advisor through 2000 when its registration lapsed and continued to act as an unregistered investment advisor thereafter. Mohn Financial shares offices with Mohn Asset Management in Bloomfield Hills, Michigan. Mohn co-owned Mohn Financial with his father until June 2002. Mohn Financial has approximately 1,500 insurance and money management clients. Mohn Financial offered Agave securities to its clients through its agent, Mohn.
     
18. Agave, Ltd. Agave is a Cook Islands company that purported to engage in options trading for investors. Agave's securities are not registered with the Commission.
     
19. Genesis Trading Associates, L.L.C. Mohn formed Genesis in 2002 for the purported purpose of continuing the operations of Agave for its U.S. investors. Genesis is a Michigan limited liability company. Mohn and Mohn Asset Management are the only members/owners of Genesis.

RELIEF DEFENDANTS

20. NCB Investments, Inc. NCB was a registered broker dealer. NCB is a Michigan corporation that was originally owned by Gilbert Howard. Agave investor funds were used to form NCB. NCB bought a seat on Chicago Board of Options Exchange with investor funds and then transferred it to PCM, L.L.C. Jason Malkin ("Malkin") is the current owner of NCB.
     
21. PCM, L.L.C. PCM is the successor of NCB as a registered broker dealer. PCM is also a subsidiary of NCB. PCM currently holds approximately $10.3 million of investor funds in its accounts. Malkin formed PCM as a Michigan limited liability company, of which NCB is the sole member. Malkin owns PCM through NCB.
     
22. Jason Malkin. Malkin, 31 years old, is President/Manager of PCM, the entity that previously operated as NCB.
     
23. Gilbert Howard. Howard, 56 years old, was an options trader for PDK and Agave from late 1999 through at least January 2002.

THE PDK OFFERING

24. From at least April 1998 through August 2002, Kisor raised at least $3.7 million from at least thirty investors in the offer and sale of PDK common stock ("PDK Offering").
     
25. Kisor made fraudulent representations to investors about his background in options trading. Kisor falsely told investors that he had previously engaged in successful options trading.
     
26. Kisor also falsely represented to investors that PDK would use investors' funds to engage in options trading.
     
27. Beginning in May 2002, Kisor provided investors with PDK sales documents that falsely indicated that the value of PDK shares had more than doubled from February 2000 through April 2002.
     
28. After investors invested in PDK based on Kisor's representations, Kisor created and sent a monthly PDK account statement to investors reflecting the number of shares owned by a given investor, the price per share and the total stated value of the shares. The monthly PDK account statements falsely reflected that PDK investors had earned profits.
     
29. During the scheme, Kisor provided investors with tax returns and brokerage account statements falsely reflecting that PDK's asset value exceeded $50 million.
     
30. Kisor knowingly made the above misrepresentations and omissions to investors as part of the PDK offering.
     
31. In addition, Kisor misappropriated PDK investor funds for personal use, spending investor funds on personal expenses, including luxury cars, gambling and travel.

THE AGAVE OFFERING

32. From at least September 2000 through January 2002, Kisor, Mohn, Mohn Financial, and Mohn Asset Management raised at least $31 million in investor funds from at least 100 investors in three different states and countries outside of the United States through the offer and sale of shares of Agave.

Kisor's Misrepresentations

33. Kisor knowingly made similar misrepresentations in the offer and sale of Agave securities to investors as described in paragraphs 25 through 30 above. Kisor also falsely represented to investors that Agave's options trading strategy had "at least doubled the performance of the S & P 500 for the last 5 years."

Mohn's Misrepresentations

34. Initially, Mohn recklessly relayed Kisor's misrepresentations about the Agave Offering to investors without conducting sufficient investigation to determine whether the representations were accurate. Later, Mohn knowingly made misrepresentations and omissions because he learned from Kisor and other sources that Kisor's representations were untrue but continued to make the representations to investors. Mohn did not disclose to investors what he had learned about Kisor's actions.
     
35. Mohn, orally and in offering materials, falsely represented to investors that Agave would use investor funds for options trading, using a low-risk strategy. Mohn further falsely represented to investors that Agave's options trading strategy had "at least doubled the performance of the S & P 500 for the last 5 years" and that the strategy had "a risk ratio far less than the S & P 500 itself."
     
36. During the scheme Mohn, through Mohn Asset Management and Mohn Financial, falsely represented to investors that the Agave had earned profits and the value of their Agave investments had increased.
     
37. Mohn received Agave investor account statements from offshore trust companies located in the Cook Islands and Nevis and mailed the statements to investors. After learning that Kisor had provided false Agave investment values in those statements, Mohn continued to send statements to investors in which Mohn falsely represented the value of the Agave investments.

THE GENESIS OFFERING

38. In or about February 2002, Mohn formed Genesis to continue the operations of Agave. Mohn subsequently sold unregistered Genesis securities to at least one investor.
     
39. Mohn told the existing Agave investors in the U.S. that they had the ability to withdraw from the Agave investment. Mohn further represented to investors that if they did not withdraw they could exchange their Agave shares for Genesis shares.
     
40. In offering the investments in Genesis to investors, Mohn, through Mohn Asset Management, Mohn Financial and Genesis, has knowingly or recklessly falsely represented to investors that the full value of their Agave investments were transferred to Genesis. Despite Mohn's knowledge of Kisor's misappropriation and loss of investor funds, Mohn did not disclose the losses to investors. Mohn mailed Genesis account statements to investors in which he falsely valued their investments.
     
41. In furtherance of the scheme, Mohn used millions of investor funds for an unsecured loan and for risky non-options investments in 2002. Mohn did not disclose this information to the investors in Agave or Genesis.

KISOR, MOHN, MOHN ASSET MANAGEMENT AND MOHN FINANCIAL OPERATED AS UNREGISTERED BROKER-DEALERS

42. Kisor sold PDK and Agave investments. Mohn, Mohn Asset Management and Mohn Financial offered and sold Agave investments to investors as described above. Mohn and Mohn Asset Management offered and sold the Genesis investments.
     
43. Kisor received compensation from the PDK and Agave investor funds that he misappropriated for personal uses.
     
44. Mohn and Mohn Asset Management received fees from Agave that were based, in part, on the amount invested by investors to whom Mohn sold the Agave and Genesis securities.
     
45. At the time that Kisor, Mohn, Mohn Asset Management and Mohn Financial offered and sold the PDK, Agave and Genesis securities they were not registered with the Commission as broker-dealers and had not obtained the necessary regulatory approval to sell securities as properly licensed associated persons of registered broker-dealers.

THE PDK, AGAVE AND GENESIS SECURITIES WERE UNREGISTERED

46. Kisor sold PDK and Agave investments. Mohn, Mohn Asset Management and Mohn Financial offered and sold Agave investments to investors as described above. Mohn and Mohn Asset Management offered and sold the Genesis investments.
     
47. Neither PDK, Agave nor Genesis ever registered those securities with the Commission.

RELIEF DEFENDANTS

48. NCB, PCM and Malkin, received investor funds to which they have no legitimate claim. Agave investor funds were used to form and fund NCB and PCM.
     
49. Howard received investor funds to which he has no legitimate claim. Howard received an IRS tax refund of at least several hundred thousand dollars based on losses incurred with investor funds. Howard also received funds in excess of his compensation from NCB.

COUNT ONE
Violations of Sections 5(a) and 5(c) of the Securities Act.
[15 U.S.C. §§ 77e(a) and 77e(c)]

50. Paragraphs 1 through 49 are realleged and incorporated by reference.
     
51. The investments described herein, namely the PDK, Agave and Genesis shares, constitute "securities" within the meaning of Section 2(1) of the Securities Act [15 U.S.C. § 77b(1)] and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
     
52. The securities offered and sold by Mohn, Kisor, Mohn Asset Management, Mohn Financial and Agave were not registered in accordance with the provisions of the Securities Act, and no exemption from registration is available for these securities.
     
53. At all times alleged in this Complaint, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial and Agave, directly and indirectly, made and/or are making use of the means and instruments of transportation and communication in interstate commerce and of the mails, to sell and offer to sell securities through the use and medium of a prospectus or otherwise, and carried and are carrying such securities and caused and are causing them to be carried through the mails and in interstate commerce by the means and instruments of transportation for the purpose of sale and delivery after the sale.
     
54. By reason of the activities described in Paragraphs 50 through 53 above Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial and Agave have violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].

COUNT TWO
Violations of Section 17(a)(1) of the Securities Act.
[15 U.S.C. §77(q)(a)(1)]

55. Paragraphs 1 through 49 are realleged and incorporated by reference herein.
     
56. At the times alleged in this Complaint, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK, in the offer and sale of securities, by the use of the means and instruments of transportation and communication in interstate commerce and by the use of the mails, directly and indirectly, have employed and/or are employing devices, schemes and artifices to defraud, all as more fully described in paragraphs 1 through 49 above.
     
57. In the offer and sale of securities described above in paragraphs 1 through 49 and as part of the scheme to defraud, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK have made and/or are making false and misleading statements of material fact and have omitted and are omitting to state material facts to investors and prospective investors regarding, among other things: Kisor's success in trading options, the use of investor proceeds, the existence of successful options trading, and the risk of the investments, all as more fully described above in paragraphs 1 through 49 above.
     
58. Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK knew or were reckless in not knowing of the facts and circumstances described in paragraph 57 above.
     
59. By reason of the activities described in paragraphs 55 through 58 above, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK have violated and are violating Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].

COUNT THREE
Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act.
[15 U.S.C.§§ 77(q)(a)(2) and 77(q)(a)(3)]

60. Paragraphs 1 through 49 are realleged and incorporated by reference herein.
     
61. At the times alleged in this Complaint, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK, in the offer and sale of securities described above in paragraphs 1 through 49, by the use of the means or instruments of transportation and communication in interstate commerce and by the use of the mails, directly and indirectly, have obtained and are obtaining money and property by means of untrue statements of material facts and have omitted and/or are omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and have engaged and are engaging in transactions, practices or courses of business which operated and will operate as a fraud and deceit upon purchasers and prospective purchasers as more fully described in paragraphs 1 through 49 above.
     
62. By reason of the activities described in paragraphs 60 and 61 above, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK have violated and are violating Section 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(2) and 77q(a)(3)].

COUNT FOUR
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
[15 U.S.C. § 78j(b) and 17 C.F.R. §240.10b-5]

63. Paragraphs 1 through 49 are realleged and incorporated by reference as if set forth fully herein.
     
64. At the times alleged in the Complaint, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK, in connection with the purchase and sale of securities described above in paragraphs 1 through 49, by the use of the means and instrumentalities of interstate commerce and of the mails, directly and indirectly, have employed and/or are employing devices, schemes and artifices to defraud; have made and/or are making untrue statements of material fact and have and/or are omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and have engaged and/or are engaging in acts, practices and courses of business which have operated and will operate as a fraud and deceit upon purchasers and sellers of such securities as more fully described in paragraphs 1 through 49 above.
     
65. Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK knew or were reckless in not knowing of the activities described in paragraph 64 above.
     
66. By reason of the activities described in paragraphs 63 through 65 above, Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, Agave, Genesis, and PDK violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. §240.10b-5] promulgated thereunder.

COUNT FIVE
Violations of Section 15(a) of the Exchange Act.
[15 U.S.C. §78o(a)]

67. Paragraphs 1 through 49 are realleged and incorporated by reference herein.
     
68. At the times alleged in this Complaint, Mohn, Kisor, Mohn Asset Management, and Mohn Financial have been and/or are in the business of effecting transactions in securities for the accounts of others, as more fully described in Paragraphs 42 through 45 above.
     
69. Mohn, Kisor, Mohn Asset Management, and Mohn Financial have made and/or are making use of the mails and of the means and instrumentalities of interstate commerce to effect transactions in and to induce or attempt to induce the purchase of securities, as more fully described in Paragraphs 42 through 45 above.
     
70. At the times alleged in this Complaint, Mohn, Kisor, Mohn Asset Management, and Mohn Financial each was not registered with the Commission as a broker or dealer, as required by Section 15(b) of the Exchange Act [15 U.S.C. §78o(b)], as more fully described in Paragraphs 42 through 45 above.
     
71. By reason of the activities described in paragraphs 67 through 70 above, Defendants Mohn, Kisor, Mohn Asset Management, and Mohn Financial violated Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].

COUNT SIX
Violations of Section 15(c) of the Exchange Act
and Rule 15c1-2 thereunder.
[15 U.S.C. §78o(c); 17 C.F.R. 240.15c1-2]

72. Paragraphs 1 through 49 are realleged and incorporated by reference herein.
     
73. At the times alleged in this Complaint, Mohn, Kisor, Mohn Asset Management, and Mohn Financial were not registered with the Commission as a broker or dealer, as more fully described in paragraphs 42 through 45 above.
     
74. At the times alleged in this Complaint, Mohn, Kisor, Mohn Asset Management, and Mohn Financial acting as brokers, have and/or are making use of the mails and instrumentalities of interstate commerce, and have induced and/or are attempting to induce the purchase and sale of securities, otherwise than on a national securities exchange of which it was a member, by means of manipulative, deceptive and fraudulent devices and contrivances, as more fully described in Paragraphs 1 through 49 above.
     
75. Mohn, Kisor, Mohn Asset Management, and Mohn Financial knew, or were reckless in not knowing, of the activities described in Paragraph 74 above.
     
76. By reason of the activities described in paragraphs 72 through 75 above, Defendants Mohn, Kisor, Mohn Asset Management, and Mohn Financial violated Section 15(c) of the Exchange Act [15 U.S.C. §78o(c)] and Rule 15c1-2 thereunder [17 C.F.R. 240.15c1-2].

COUNT SEVEN
Violations of Sections 206(1) and 206(2) of the Advisers Act.
[15 USC § 80b-6]

77. Paragraphs 1 through 49 are realleged and incorporated by reference herein.
     
78. At the times alleged in this Complaint, Mohn, Kisor, Mohn Asset Management and Mohn Financial acted as investment advisers, as more fully described in paragraphs 1 through 49 above.
     
79. At the times alleged in the Complaint, Defendants Mohn, Mohn Asset Management, Mohn Financial and Kisor, in connection with the purchase and sale of securities described above in paragraphs 1 through 49, by the use of the means and instrumentalities of interstate commerce and of the mails, directly and indirectly, have employed and/or are employing devices, schemes and artifices to defraud clients and/or prospective clients; and have engaged and/or are engaging in transactions, practices and courses of business which have operated and will operate as a fraud and deceit upon clients and/or prospective clients as more fully described in paragraphs 1 through 49 above.
     
80. Mohn, Mohn Asset Management, Mohn Financial and Kisor knew or were reckless in not knowing, of the activities described in Paragraph 79 above.
     
81. By reason of the activities described in paragraphs 77 through 80 above, Defendants Mohn, Mohn Asset Management, Mohn Financial and Kisor violated Sections 206(1) and 206(2) of the Advisers Act [15 USC § 80b-6].

RELIEF REQUESTED

WHEREFORE, the Plaintiff respectfully requests that the Court:

I.

Find that Mohn, Kisor, PDK, Mohn Asset Management, Mohn Financial Group, Agave, and Genesis committed the violations alleged above.

II.

Grant a Temporary Restraining Order and Orders of Preliminary and Permanent Injunction, in forms consistent with Rule 65(d) of the Federal Rules of Civil Procedure, restraining and enjoining Mohn and Mohn Asset Management, their officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Temporary Restraining Order, the Order of Preliminary Injunction and the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act, [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)(1), 77q(a)(2) and 77q(a)(3)], Sections 10(b), 15(a) and 15(c) of the Exchange Act, [15 U.S.C. §§78j(b), 78o(a), and 78o(c)], and Rules 10b-5 and 15c1-2 thereunder [17 C.F.R. 240.10b-5, 240.15c1-2], and Section 206 of the Advisers Act [15 USC § 80b-6].

Additionally, Grant a Temporary Restraining Order and Orders of Preliminary and Permanent Injunction, in forms consistent with Rule 65(d) of the Federal Rules of Civil Procedure, restraining and enjoining Genesis, its officers, agents, servants, employees, attorneys, and those persons in active concert or participation with it who receive actual notice of the Temporary Restraining Order, the Order of Preliminary Injunction and the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(1), 77q(a)(2) and 77q(a)(3)] Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].

III.

Grant Orders of Permanent Injunction, in forms consistent with Rule 65(d) of the Federal Rules of Civil Procedure, restraining and enjoining:

• Kisor, his officers, agents, servants, employees, attorneys, and those persons in active concert or participation with him who receive actual notice of the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)(1), 77q(a)(2) and 77q(a)(3)], Sections 10(b), 15(a) and 15(c) of the Exchange Act, [15 U.S.C. §§78j(b), 78o(a), and 78o(c)], and Rules 10b-5 and 15c1-2 thereunder [17 C.F.R. 240.10b-5, 240.15c1-2] and Section 206 of the Advisers Act [15 U.S.C. §80b-6]; and
   
• Mohn Financial, its officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)(1), 77q(a)(2) and 77q(a)(3)], Sections 10(b), 15(a) and 15(c) of the Exchange Act, [15 U.S.C. §§78j(b), 78o(a), and 78o(c)], and Rules 10b-5 and 15c1-2 thereunder [17 C.F.R. 240.10b-5, 240.15c1-2] and Section 206 of the Advisers Act [15 USC § 80b-6]; and
   
• Agave, its officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)(1), 77q(a)(2) and 77q(a)(3)], and Section 10(b) of the Exchange Act, [15 U.S.C. §§78j(b), 78o(a), and 78o(c)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]; and
   
• PDK, its officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly, engaging in the acts, practices or courses of business described above, or in conduct of similar purport and object, in violation of Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act, [15 U.S.C. §§ 77q(a)(1), 77q(a)(2) and 77q(a)(3)], and Section 10(b) of the Exchange Act, [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].

IV.

Enter an Order restraining and enjoining Defendants Mohn, Mohn Asset Management, Kisor, PDK, Agave and Genesis, their officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Temporary Restraining Order, the Order of Preliminary Injunction, and/or the Order of Permanent Injunction by personal service or otherwise, and each of them, from directly or indirectly transferring, selling, assigning, pledging, dissipat-ing, concealing or otherwise disposing of in any manner, any funds, assets, or other property belonging to, or in the possession, custody or control of the Defendants, wherever located.

V.

Enter an Order restraining and enjoining Relief Defendants NCB, PCM, Malkin and Howard, their officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of the Temporary Restraining Order, the Order of Preliminary Injunction, the Order of Permanent Injunction or an Order Freezing Assets by personal service or otherwise, and each of them, from directly or indirectly transferring, selling, assigning, pledging, dissipat-ing, concealing or otherwise disposing of in any manner, any funds, assets, or other property belonging to, or in the possession, custody or control of the Relief Defendants, wherever located up to the amount of investor funds that the respective Relief Defendant received during the scheme.

VI.

Grant an Order requiring Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, PDK, Agave and Genesis to repatriate any funds held at any bank or other financial institution not subject to the jurisdiction of the Court, and that they direct the deposit of such funds in identified accounts in the United States, pending conclusion of this matter.

VII.

Grant an Order requiring Defendants Mohn, Kisor, Mohn Asset Management, Mohn Financial, PDK, Agave, and Genesis to:

1. produce to the Plaintiff, within four days of the issuance of a Temporary Restraining Order, all current accountant's reports, bank statements, documents indicating title to real or personal property, and any other indicia of ownership or interest in property of any of the Defendants, which indicia of ownership or interest are now in the Defendants' actual or constructive possession;
    
2. produce to the Plaintiff, within four days of the issuance of a Temporary Restraining Order, all books, records and other documents in the defendants' actual or constructive possession relating to the offer or sale of the securities sold by the Defendants; and
    
3. provide to the Court and the Plaintiff, within four days of issuance of a Temporary Restraining Order, an accounting of all funds received from investors in connection with the securities sold by the Defendants, the uses to which such investor funds were put and the amounts of any remaining such funds and their location, and an accounting of any remaining assets of the Defendants, and their location; provided, however, that nothing in the Order shall be construed to require Kisor, Mohn, Mohn Asset Management, Mohn Financial, PDK, Agave, or Genesis to abandon any constitutional or other legal privilege which they may have available to them.
    
4. refrain from destroying, mutilating, concealing, altering or disposing of in any manner, any of the books, records, documents, correspondence, brochures, manuals, obligations or other property of or pertaining to the offer and sale of the securities as alleged in the complaint and the Defendants' operating information, wherever located.

VIII.

Grant an Order requiring Relief Defendants Howard, NCB and PCM to:

1. produce to the Plaintiff, within four days of the issuance of a Temporary Restraining Order, all current accountant's reports, bank statements, documents indicating title to real or personal property, and any other indicia of ownership or interest in property of any of the Relief Defendants, which indicia of ownership or interest are now in the Relief Defendants' actual or constructive possession;
    
2. provide to the Court and the Plaintiff, within four days of issuance of a Temporary Restraining Order, an accounting of all funds received from the Defendants or investors in connection with the securities sold by the Defendants, the uses to which such investor funds were put and the amounts of any remaining such funds and their location, and an accounting of any remaining assets of the Relief Defendants, and their location; provided, however, that nothing in the Order shall be construed to require NCB, PCM, Malkin or Howard to abandon any constitutional or other legal privilege which they may have available to them.
    
3. refrain from destroying, mutilating, concealing, altering or disposing of in any manner, any of the books, records, documents, correspondence, brochures, manuals, obligations or other property of or pertaining to the offer and sale of the securities as alleged in the complaint and the Relief Defendants' operating information, wherever located.

IX.

Grant an Order permitting the Commission, Defendants Mohn, Mohn Asset Management, Mohn Financial, Agave, Genesis, and Relief Defendant Howard to commence discovery immediately, and ordering that notice periods be shortened to permit the parties to require the production of documents, or the deposition of any party or party-representative, on 72 hours notice.

X.

Grant an Order requiring Defendants Kisor, Mohn, Mohn Asset Management, PDK, Agave, and Genesis, and Relief Defendants NCB, PCM, Malkin, and Howard to disgorge any and all ill-gotten gains (including prejudgment interest).

XI.

Impose civil penalties against Defendants Genesis, Mohn Financial, Kisor, Agave and PDK in accordance with Section 20(d) of the Securities Act, Section 21(d)(3) of the Exchange Act and against Mohn and Mohn Asset Management, in accordance with Section 20(d) of the Securities Act, Section 21(d)(3) of the Exchange Act and Section 209 of the Advisers Act.

XII.

Order the appointment of a receiver, if necessary, for Defendants Mohn, Kisor, Mohn Asset Management, Genesis, Mohn Financial, Agave, and PDK and Relief Defendants Malkin, NCB, PCM and Howard for the benefit of investors, to marshal, conserve, protect and hold funds and assets obtained by the Defendants and their officers, agents, servants, employees, and those persons in active concert or participation in the fraudulent scheme, wherever such assets may be found, or, with the approval of the Court, dispose of any wasting asset in accordance with an application and order by the Court.

XIII.

Retain jurisdiction of this action in accordance with the principles of equity and the Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees that may be entered or to entertain any suitable applica-tion or motion for additional relief within the jurisdiction of this Court.

XIV.

Grant Orders for such further relief as the Court may deem appropriate.

Additional Counsel for Plaintiff:
Amy Stahl Cotter
James A. Davidson
Jane E. Jarcho

Local Counsel:
Ellen Christianson
Assistant U.S. Attorney
211 West Fort Street
Detroit, MI 48226

Dated: November 21, 2002