Criminal Procedure 6(e) list, that is, someone who is authorized to have access to the facts of the investigation and the materials related thereto. 8. As part of the Federal Grand Jury investigation, a subpoena was issued for all of the physical evidence obtained by PBPD during the course of its investigation, including the evidence seized when PBPD executed the search warrant at Epstein's residence in October 2005. Included in the evidence seized during the search of the Premises were the two CompactFlash memory cards. I have reviewed that evidence, which included a number of photographs of topless and nude young women taken at Epstein's residence. The evidence, including the two CompactFlash memory cards that are the subject of this application, have been in the custody of the Federal Bureau of Investigation since August 2006 and have not been tampered with or altered. Prior to that, they were in the custody of the Evidence Custodian of the Palm Beach Police Department, and I understand that the evidence was not tampered with or altered while in PBPD's custody. 9. I note that I am aware that Epstein's attorneys have alleged that Detective= made misstatements in his application for the state search warrant, but they have not moved to suppress any of that evidence in connection with the prosecution of Epstein by the State Attorney's Office for felony solicitation of prostitution. No federal agency was involved in the application for or execution of the search warrant, and this application is based upon evidence obtained through the FBI's independent investigation. 10. During the course of the federal investigation, federal agents have interviewed more than two dozen young women who have reported engaging in sexual activity with Jeffrey Epstein while they were under eighteen. All of those girls have reported essentially the same information. While they were under the age of eighteen (between the ages of fourteen and seventeen), they were -5- Case No. 08-80736-CV-MARRA P-000667 EFTA00228047

approached by a colleague — either an acquaintance at school, a co-worker, a "friend of a fricnd," or the like — who told them that they could make a lot of money performing a "massage" for a wealthy older man who lived on Palm Beach island. In some cases the girls were told that they would have to remove some clothing during the massage, other girls were not told about this. The girls traveled to Epstein's residence and entered through a side door into the kitchen of the residence. There they were met by Epstein and/or one of his personal assistants, usualbehe girls would be led up to the master bathroom area of Epstein's bedroom. The bathroom had a separate room similar to a dressing area where a massage table would be set up. The girls described the presence of nude and topless photographs of young women throughout the house. Epstein would lie face down on the massage table and the girl would begin by massaging his back and legs. Epstein would then turn over and begin to masturbate while instructing the girl to pinch his nipples or to straddle him. In some cases, Epstein would place a large back massager/vibrator on the victim's vagina. With some girls, he would digitally penetrate her vagina while he masturbated. The sexual activity with some minors progressed to oral sex, sexual intercourse, and the introduction of an adult female into the activity. With some girls, the sexual activity began with the first massage; with others, there was no sexual activity at first but sexual activity occurred in later massages; and in many cases, Epstein pushed the girls to engage in more and more sexual activity with each visit. 11. Almost all of the sexual massages ended the same way, when Epstein ejaculated. Epstein or one of his assistants would pay the girl $200 or more, depending on how much sexual activity occurred. A fee of $200 also would be paid to the "recruiter" who brought the girl for the visit. If Epstein liked the girl, he or his assistant would ask for the girl's telephone number. Later, one of Epstein's assistants would call the girl directly to arrange for the girl to return. In some -6- Case No. 08-80736-CV-MARRA P-000668 EFTA00228048

instances of scheduling a girl for "work," which was a euphemism for performing a sexual massage, Epstein's assistants would make the arrangement for the next time that Epstein was in Florida. During those calls, the assistant would invite the girl to return to Epstein's home to "work." None of the girls ever spontaneously went to Epstein's home to provide a sexual massage. The appointments were set up over the telephone. 12. The victims interviewed by the federal agents were asked about Epstein's knowledge that they were minors. Many of the victims specifically discussed their ages with Epstein, and he provided them with birthday gifts, made statements about trips that he wanted to take them on when they were eighteen, and discussed high school events and college plans with them. For other victims, the subject of age was never discussed, and for others, their "recruiter" instructed them to lie and say they were eighteen. 13. One of the young women interviewed during the course of the FBI's investigation was "C" who stated that she first met Epstein at the age of fourteen. Epstein paid C $200 - $400 to provide him with massages. According to C, during the three years that she saw Epstein, all but three of the over one hundred massages she provided were sexual in nature. The sexual activity ranged from self masturbation on Epstein's part to Epstein touching C's vagina. On a separate occasion, Epstein introduce an unidentified female during a massage, who performed oral sex on C while Epstein had sexual intercourse with the unidentified female. 14. When C was approximately sixteen years old Epstein's assistant, contacted C and told her that Epstein wanteo take some photographs of her. utilizing a digital camera, took nude photographs of C in several different locations in and around Epstein's Palm Beach residence. paid C $500 for posing for the nude photographs. Other -7. Case No. 08-80736-CV-MARRA P-000669 EFTA00228049

victims interviewed have repeatedly pointed to the existence of the pictures of nude and semi-nude women throughout the residence. 15. Efforts have been made to corroborate the statements of C and the other young women who have described their sexual relationships with Epstein. With respect to C, there are telephone records showin• phone calls to C during the time period that she was seeing Epstein. C also described receiving gifts from Epstein via Federal Express A grand jury subpoena issued to Federal Express contained records of a number of packages sent by Epstein or his assistants to C. Likewise, the statements of othcr victims have been corroborated through telephone records, Western Union records, travel records, credit card receipts, sales records of theaters, and rental car records. 16. Also, during the FBI's investigation, I interviewed a young woman, "M," who had known Epstein several years ago, when she was in her late teens/early twenties. The woman was a struggling artist in New York who was specializing in painting nude portraits. Prior to preparing a portrait, M would take several photographic studies. Epstein was very interested in her work and her photographs, and also expressed an interest in the artist's younger sister, "A," who was sixteen years old at the time. 17. Epstein and an associate companion, Ghislaine Maxwell, made arrangements and paid for A to travel to one of his homes, located in New Mexico. One morning during that visit, Epstein got into bed with A. Mr. Epstein told A that he felt like "cuddling." A described Epstein's actions as "spooning" and constantly hugging her. 18. Epstein and Maxwell also made arrangements and paid for M to fly home to Arizona for the primary purpose of taking artistic photographs of her family members in the nude. This -8- Case No. 08-80736-CV-MARRA P-000670 EFTA00228050

included the artist's younger siblings, two sisters, A and a younger sister, age 9 or 10, and two brothers. Due to the sensitive nature of the photographs, M created a photo log to document each image and the order it was taken. Later, M learned that seven photographs, two of A and five of the 9 or 10 year old, were missing. M, who was very upset, contacted Epstein's office and asked for one of Epstein's assistants to look for the missing photographs. M also confronted Epstein and Maxwell about the missing photographs which they claimed they did not possess. A few weeks later M received a telephone call from an unidentified caller who stated that the missing photographs were in Epstein's briefcase. The missing photographs were not recovered and M believes that Epstein is in possession of them. Although those photographs were artistic, rather than pornographic in nature, this further shows Epstein's interest in taking and maintaining nude and semi-nude photographs of minors. 19. I have interviewed M and A about their experiences with Epstein. Both M and A are reluctant to divulge their experiences publically. During the interview with A, she was visibly disturbed when recalling an incident with Epstein at his ranch in New Mexico when she was sixteen years old. A stated that one evening Epstein had come into her bedroom and sat on the bed. Epstein stroked her hair and told her she was beautiful. A was unable to recall the remainder of any events that evening. M has also expressed her concern of speaking publicly against Epstein for fear of reprisals against her or her family. The Items to Be Searched and the Information Sought 20. This application seeks permission to forensically examine two CompactFlash memory cards. Your Affiant knows that electronic media, i.e., CompactFlash memory cards, may be important to a criminal investigation because the objects may be used as storage devices that contain -9- Case No. 08-80736-CV-MARRA P-000671 EFTA00228051

contraband, evidence, instrumentalities, or fruits of a crime in the form of electronic data. Rule 41 of the Federal Rules of Criminal Procedure permit the government to search for and seize computer hardware, software, and electronic files that are evidence of crime, contraband, instrumentalities of crime and/or fruits of crime. I know that CompactFlash memory cards are most often used in digital cameras to store photographs taken with the cameras. However, memory cards can be used to store any type of digital data, including computer files. 21. The nature of electronic media, i.e., CompactFlash memory cards, requires forensic analysis to employ a variety of different search techniques. These techniques include, but are not limited to, opening files, reviewing directories of files, and searching for and analyzing deleted and/or hidden information. While conducting the analysis, data will be continuously evaluated as to whether or not it is within the scope of the issued search warrant. Only information within the scope of the search warrant will be acknowledged, shared with, or provided to, the investigators involved in this matter. All other information will be closed and maintained within the analytical unit. Forensic analysis will be conducted in close consultation with the United States Attorney's office for specific legal guidance throughout the analytical and reporting process. 22. I understand that reviewing the contents of the CompactFlash memory cards was within the scope of the State search warrant that gave rise to the seizure of the cards from Epstein's residence, and that PBPD reviewed the contents of the cards. I also understand that an FBI agent conducted a similar review when all of the items were taken into federal custody pursuant to the federal grand jury subpoena. Those reviews did not involve a forensic examination to determine if there were any deleted or corrupted files, which could be recovered only via such a forensic analysis. I understand that the cursory reviews performed by the other law enforcement officers did not delete -10- Case No. 08-80736-CV-MARRA P-000672 EFTA00228052

or add any files to the CompactFlash memory cards and, therefore, they contain the same information that they had at the time they were removed from the Epstein residence. While the cursory review performed by the FBI agent did not exceed the scope of the PBPD's review, and therefore did not require the issuance of a warrant, the forensic review that is requested by this application would expand that review and, accordingly, your Affiant requests the issuance of a search warrant in accordance with United States v. Jacobsen, 466 U.S. 109, 115-21 (1984). 23. As explained above, Epstein instructed one of his assistants to photograph C using a digital camera; M reported Epstein's unusual interest in, and probable theft of, nude photographs of the minor members of her family; and Epstein engaged in inappropriate sexual activity with numerous minor females. In light of Epstcin's display of photographs of nude and semi-nude young women throughout his residence, your Affiant avers that there is probable cause to believe that photographs or other evidence of the victims' visits to Epstein's residence may be found on the CompactFlash memory cards. Accordingly, your Affiant seeks permission to forensically examine the CompactFlash memory cards for evidence, instrumentalities, and fruits of the crimes listed above, that is, the electronic information contained within the memory cards, including electronic files containing photographs, owner identification information, date and time information, names, addresses, and information regarding the source of any photographs or the persons depicted in any photographs. 24. Although the cursory reviews did not reveal any of the items sought, your Affiant avers that there is probable cause to believe that a thorough forensic examination, which would include the recovery of any deleted or corrupted files, would result in the discovery of the data listed above, which is evidence, instrumentalities, and fruits of the crimes under investigation. -11- Case No. 08-80736-CV-MARRA P-000673 EFTA00228053

WHEREFORE, your Affiant requests that this court issue a search warrant for the CompactFlash memory cards described in the Application for Search Warrant and for the seizure of the items listed above. FURTHER YOUR AFFIANT SAYETH NAUGHT. Special Agent Federal Bureau o Investigation Subscribed and sworn to before me this day of March, 2008 LINNEA R. JOHNSON UNITED STATES MAGISTRATE JUDGE -12- Case No. 08-80736-CV-MARRA P-000674 EFTA00228054

AO 93 (Rev. 5/85) Search Warrant United States District Court SOUTHERN DISTRICT OF In the Matter of the Search of (Name, address or brief description of property or premises to be searched) One PNY Technologies 128 Megabyte CompactFlash memory card, marked THNCF128MMA(TOOCB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation TO: Stat FLORIDA SEARCH WARRANT CASE NUMBER 08.8068-LRJ FEDERAL BUREAU OF INVESTIGATION and any Authorized Officer of the United Affidavit(s) having been made before me by who has reason to MillIN__ believe that Don the person of or Eon the premises known as (name, description and/or location) One PNY Technologies 128 Megabyte CompactFlash memory card, marked THNCF128MMA(TOOCB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation, 505 S. Flagler Drive, Suite 500, West Palm Beach, Florida in the SOUTHERN District of concealed a certain person or property, namely Minot Ur petson re Pe*POMO FLORIDA the electronic information contained in that CompactFlash memory card, there is now which is property that constitutes evidence of the commission of a criminal offense, instrumentalities of such violations; and any fruits of those crimes, that is, violations of 18 U.S.C. Si 371, 1591, 2252, 2252A, 2422, and 2423. I am satisfied that the affidavit(s) and any recorded testimony establish probable cause to believe that the person or property so described is now concealed on the person or premises above-described and establish grounds for the issuance of this warrant. YOU ARE HEREBY COMMANDED to search on or before (Date) (not to exceed 10 days) the person or place named above for the person or property specified, serving this warrant and making the search fin the daytime - 6:00 A.M. to 10:00 P.M.Ilat any time in the day or night as I find reasonable cause has been established)) and if the person or property be found there to seize same, leaving a copy of this warrant and receipt for the person or property taken, and prepare a written inventory of the person or property seized and promptly return this warrant to the duty Magistrate Judge as required by law. at WEST PALM BEACH. FLORIDA Date and Time Issued City and State LINNEA R. JOHNSON United States Magistrate Judos Name and Title of Judicial Officer Signature of Judicial Officer Case No. 08-80736-CV-MARRA P-000675 EFTA00228055

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA No. 08-8068-Lit) IN RE APPLICATION FOR SEARCH WARRANT FOR ONE PNY TECHNOLOGIES 128 MEGABYTE COMPACTFLASH MEMORY CARD, MARKED THNCF128MMA(T00CB) 999223 TAIWAN 0247 IN THE CUSTODY OF THE FEDERAL BUREAU OF INVESTIGATION CRIMINAL COVER SHEET 1. Did this matter originate from a matter pending in the United States Attorney's Office prior to April 1, 1999? Yes X No If yes, was it pending in the Central Region? Yes No 2. Did this matter originate from a matter pending in the United States Attorney's Office prior to April 1, 2003? Yes X No 3. Did this matter originate from a matter pending in the Narcotics Section (Miami) of the United States Attorney's Office prior to May 18, 2003? Yes X No 4. Did this matter originate from a matter pending in the Northern Region of the United States Attorney's Office prior to October 14, 2003? Yes X No 5. Did this matter originate from a matter pending in the Central Region of the United States Attorney's Office prior to September 1, 2007? Yes X No Respectfully submitted, R. ALEXANDER ACOSTA UNITED STATES ATTORNEY BY: ASSISTANT UNITED STATES ATTORNEY 500 South Australian Avenue, Suite 400 West Palm Beach, FL 33401 TEL( FAX Case No. 08-80736-CV-MARRA P-000676 EFTA00228056

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA 08-8068-LRJ IN RE: SEARCH WARRANT APPLICATION MOTION TO FILE DOCUMENTS UNDER SEAL The United States of America, by and through the undersigned Assistant United States Attorney, hereby moves to seal its Application for Search Warrant for the following reasons: 1. The attached documents contain information relating to an ongoing grand jury investigation; thus, pursuant to Fed. R. Crim. P. 6(eX6), all records and orders related to the grand- jury proceedings must be kept under seal to the extent and as long as necessary to prevent the unauthorized disclosure of a matter occurring before the grand jury. 2. Public disclosure of this matter would jeopardize the criminal investigation, notify potential subjects and/or targets and undermine the public interest and the function o f the grand jury. WHEREFORE, the United States respectfully requests that the aforementioned documents be sealed. Respectfully submitted, R. ALEXANDER ACOSTA UNITED STATES ATTORNEY By: ssistant United States Attorney 500 South Australian Avenue, Suite 400 West Palm Beach FL 33401 Telephone Facsimile: Case No. 08-80736-CV-MARRA P-000677 EFTA00228057

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA 08-8068-LRJ IN RE: SEARCH WARRANT APPLICATION ORDER GRANTING UNITED STATES' MOTION TO SEAL This matter comes before the Court upon the United States' Motion to Seal the documents related to its Search Warrant Application. The Court being fully apprised in the premises, orders that the motion is hereby GRANTED. DONE AND ORDERED in chambers, in West Palm Beach, Florida, this day of March, 2008. LINNEA R. JOHNSON UNITED STATES MAGISTRATE JUDGE cc: A. Marie Villafana, AUSA Case No. 08-80736-CV-MARRA P-000678 EFTA00228058

(Rcv.06/2005),Sealed Document Tracking Fern, UNITED STATES DISTRICT COURT Southern District of Florida Number: 08-8068-LRJ In Re SEARCH WARRANT APPLICATION SEALED DOCUMENT TRACKING FORM Party Filing Matter Under Seal On behalf of (select one): Name: U.S. Attorneys Office Address: S00 S. Australian Ave. Suite 400. West Palm Beath, FL 33401 Telephone: El Plaintiff K Defendant Date sealed document filed: 3/17/2008 If sealed pursuant to statute, cite statute: Pea. R. Cam. P. 6(e) (Grand Jury Material) If sealed pursuant to previously entered protective order, date of order and docket entry number: The matter should remain scaled until: K Conclusion of Trial K Arrest of First Defendant El Case Closing K Conclusion of Direct Appeal K Other: K Permanently. Specify the authorizing law, rule, court order: The moving party requests that when the sealing period expires, the filed matter should be (select one): ID Unsealed and placed in the public portion of the court file K Destroyed K Returned to the party or counsel for the party, as identified above MIN Case No. 08-80736-CV-MARRA P-000679 EFTA00228059

AO 106 (Rev. 5/115) Affidavit for Search Warrant United States District Court SOUTHERN In the Matter of the Search of (\ime. address Of brief description of posse aeonbed) DISTRICT OF FLORIDA One PNY Technologies 128 Megabyte APPLICATION AND AFFIDAVIT CompactFlash memory card marked FOR SEARCH WARRANT THNCF128MMA(T00CB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation CASE NUMBER: 08-8068-LRJ , being duly sworn, depose and say: I am a Special Agent, Federal Bureau of Investigation , and have reason to believe that on the person of or X on the premises known as (name, description and/or location): One PNY Technologies 128 Megabyte CompactFlash memory card, marked THNCF128MMA(T00CB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation 505 S. Flagler Drive, Suite 500, West Palm Beach, Florida in the Southern District of Florida % there is now concealed a certain person or property, namely (describe the person or property): the electronic information contained in that CompactFlash memory card, which is (give alleged grounds for search and seizure under Rule 41(b) of the Federal Rules of Criminal Procedure) evidence, instrumentalities, and fruits of a crime, concerning violations of Title 18, United States Code, Sections 371, 1591, 2252, 2252A, 2422, and 2423. The facts to support the issuance of a Search Warrant are as follows: see Attached Affidavit of Continued on the attached sheet and made a pan hereof. X Yes _No Special Agent Federal Bureau of Investigation Sworn to before me, and subscribed in my presence: at WEST PALM REACH, FLORIDA Date City and State LINNEA R. JOHNSON UNITED STATES MAGISTRATE JUDGE Name and Title of Judicial Officer Signature of Judicial Officer Case No. 08-80736-CV-MARRA P-000680 EFTA00228060

AFFIDAVIT the "Affiant"), being duly sworn, depose and state: 1. I am a Special Agent with the Federal Bureau of Investigation ("FBI") and have beat so employed for the past ten (10) years. I am currently assigned to PB-2, the Violent Crimes and Major Offenses Squad of the Palm Beach County Resident Agency, Miami Division. Among my responsibilities as a Special Agent are investigating crimes against children, particularly offenses involving child pornography and the exploitation of children. 2. I make this affidavit in support of an application by the United States of America for issuance of a warrant to search and seize evidence of violations of Title 18, United States Code, Sections 371, 1591, 2252, 2252A, 2422, and 2423; instrumentalities of such violations; and any fruits of those crimes located within electronic media, specifically two 128MB CompactFlash memory cards, seized in October 2005 by The Town of Palm Beach Police Department("PBPD") during the execution of a State of Florida search warrant at the premises located at 358 El Brill° Way, Palm Beach, Florida 33480, owned by Jeffrey Epstein (hereinafter, "Epstein's residence"). Those CompactFlash memory cards arc more fully described as follows: (a) one Ritz Big Print Digital Film 128 Megabyte CompactFlash memory card, marked 3608128AW4801CF53, and (b) one PNY Technologies 128 Megabyte CompactFlash memory card, marked TIINCF128MMA(T00CB) 999223 TAIWAN 0247 (hereinafter jointly referred to as "CompactFlash memory cards"). 3. The facts set forth in this affidavit are based on my personal knowledge, information obtained in this investigation from others, including other law enforcement officers, my review of documents and records related to this investigation, and information gained through my training and -1- Case No. 08-80736-CV-MARRA P-000681 EFTA00228061

experience. Since this affidavit is being submitted for the limited purpose of securing a search warrant, I have not included each and every fact known to me concerning this investigation, but have set forth only those facts necessary to establish probable cause to believe that evidence, instrumentalities, and fruits of crimes, that is violations of Title 18, United States Code, Sections 371, 1591, 2252, 2252A, 2422, and 2423 will be found within the CompactFlash memory cards, specifically the electronic information contained therein. The Statutes Involved 4. The investigation involves possible violations of Title 18, United States Code, Sections 371, 1591, 2252, 2252A, 2422, and 2423, which provide as follows: a. 18 U.S.C. § 371 makes it an offense for two or more persons to conspire to commit an offense against the United States; b. 18 U.S.C. § 1591(a) makes it an offense for anyone to knowingly, in or affecting interstate commerce, recruit, entice, provide, or obtain by any means a person , knowing that the person has not attained the age of eighteen and will be caused to engage in a commercial sex act; c. 18 U.S.C. §§ 2252 and 2252A prohibit the manufacture, possession, distribution, and receipt of child pornography; d. 18 U.S.C. § 2422(b) prohibits the use of a facility of interstate commerce, including the telephone, to persuade, induce, or entice a minor to engage in prostitution or any sexual activity for which any person can be charged with a criminal offense; and e. 18 U.S.C. § 2423(b) makes it an offense for anyone to travel in interstate commerce for the purpose of engaging in any illicit sexual conduct with another person. "Illicit -2- Case No. 08-80736-CV-MARRA P-000682 EFTA00228062

sexual conduct" includes a commercial sex act with a person under eighteen or other sexual conduct with a person under the age of sixteen. 5. Section 2422(b) refers to activity "for which any person can be charged with a criminal offense." Pursuant to: a. Florida Statutes Section 794.05, a "person 24 years of age or older who engages in sexual activity with a person 16 or 17 years of age commits a felony of the second degree;" b. Florida Statutes Section 794.021, "ignorance of the age [of the victim] is no defense," and that neither "misrepresentation of age by [the victim] nor a bona fide belief that such person is over the specified age [shall] be a defense;" c. Florida Statutes Sections 800.04(5Xa) and 800.04(5XcX2), an adult "who intentionally touches in a lewd or lascivious manner the breasts, genitals, genital area, or buttocks, or the clothing covering them, of a person less than 16 years of age, or forces or entices a person under 16 years of age to so touch the perpetrator, commits lewd or lascivious molestation," which is a felony of the second degree if the victim is 12 years of age or older but less than 16 years of age; d. Florida Statutes Sections 800.04(6)(a) and 800.04(6)(b), an adult "who [i]ntentionally touches a person under 16 years of age in a lewd or lascivious manner or [s]olicits a person under 16 years of age to commit a lewd or lascivious act commits lewd or lascivious conduct," which is a felony of the second degree; -3- Case No. 08-80736-CV-MARRA P-000683 EFTA00228063

e. Florida Statutes Sections 800.04(7)(a) and 800.04(7)(c), an adult "who: (1) [i]ntentionally masturbates; (2) [i]ntentionally exposes the genitals in a lewd or lascivious manner; or (3) [i]ntentionally commits any other sexual act that does not involve actual physical or sexual contact with the victim, including, but not limited to ... the simulation of any act involving sexual activity in the presence of a victim who is less than 16 years of age, commits lewd or lascivious exhibition," which is a felony of the second degree. f. Florida Statutes Section 800.04(2), "[n]either the victim's lack of chastity nor the victim's consent is a defense to the crimes proscribed by [Section 800.04]." g. Florida Statutes Section 800.04(3), "[t]he perpetrator's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the perpetrator's bona fide belief of the victim's age cannot be raised as a defense in a prosecution under [Section 800.04]." h. Florida Statutes Section 800.02, a "person who commits any unnatural and lascivious act with another person commits a misdemeanor of the second degree." The Epstein Investigation 6. In the Spring of 2006, Detective with the Town of Palm Beach Police Department contacted me about the investigation of Jeffrey Epstein's solicitation of minors to engage in prostitution and his lewd and lascivious conduct with minors. The FBI opened a case file in July 2006, and your Affiant is the case agent assigned to the investigation. 7. At around the same time that the FBI opened its investigation, the U.S. Attorney's Office began a grand jury investigation. Your Affiant is one of the agents on the Federal Rule of -4- Case No. 08-80736-CV-MARRA P-000684 EFTA00228064

Criminal Procedure 6(e) list, that is, someone who is authorized to have access to the facts of the investigation and the materials related thereto. 8. As part of the Federal Grand Jury investigation, a subpoena was issued for all of the physical evidence obtained by PBPD during the course of its investigation, including the evidence seized when PBPD executed the search warrant at Epstein's residence in October 2005. Included in the evidence seized during the search of the Premises were the two CompactFlash memory cards. I have reviewed that evidence, which included a number of photographs of topless and nude young women taken at Epstein's residence. The evidence, including the two CompactFlash memory cards that are the subject of this application, have been in the custody of the Federal Bureau of Investigation since August 2006 and have not been tampered with or altered. Prior to that, they were in the custody of the Evidence Custodian of the Palm Beach Police Department, and I understand that the evidence was not tampered with or altered while in PBPD's custody. 9. I note that I am aware that Epstein's attorneys have alleged that Detective made misstatements in his application for the state search warrant, but they have not moved to suppress any of that evidence in connection with the prosecution of Epstein by the State Attorney's Office for felony solicitation of prostitution. No federal agency was involved in the application for or execution of the search warrant, and this application is based upon evidence obtained through the FBI's independent investigation. 10. During the course of the federal investigation, federal agents have interviewed more than two dozen young women who have reported engaging in sexual activity with Jeffrey Epstein while they were under eighteen. All of those girls have reported essentially the same information. While they were under the age of eighteen (between the ages of fourteen and seventeen), they were -5- Case No. 08-80736-CV-MARRA P-000685 EFTA00228065

approached by a colleague - either an acquaintance at school, a co-worker, a "friend of a friend," or the like - who told them that they could make a lot of money performing a "massage" for a wealthy older man who lived on Palm Beach island. In some cases the girls were told that they would have to remove some clothing during the massage, other girls were not told about this. The girls traveled to Epstein's residence and entered through a side door into the kitchen of the residence. There they were met by Epstein and/or one of his personal assistants, usuall The girls would be led up to the master bathroom area of Epstein's bedroom. The bathroom had a separate room similar to a dressing area where a massage table would be set up. The girls described the presence of nude and topless photographs of young women throughout the house. Epstein would lie face down on the massage table and the girl would begin by massaging his back and legs. Epstein would then turn over and begin to masturbate while instructing the girl to pinch his nipples or to straddle him. In some cases, Epstein would place a large back massager/vibrator on the victim's vagina. With some girls, he would digitally penetrate her vagina while he masturbated. The sexual activity with some minors progressed to oral sex, sexual intercourse, and the introduction of an adult female into the activity. With some girls, the sexual activity began with the first massage; with others, there was no sexual activity at first but sexual activity occurred in later massages; and in many cases, Epstein pushed the girls to engage in more and more sexual activity with each visit. 11. Almost all of the sexual massages ended the same way, when Epstein ejaculated. Epstein or one of his assistants would pay the girl 5200 or more, depending on how much sexual activity occurred. A fee of $200 also would be paid to the "recruiter" who brought the girl for the visit. If Epstein liked the girl, he or his assistant would ask for the girl's telephone number. Later, one of Epstein's assistants would call the girl directly to arrange for the girl to return. In some -6- Case No. 08-80736-CV-MARRA P-000686 EFTA00228066

instances of scheduling a girl for "work," which was a euphemism for performing a sexual massage, Epstein's assistants would make the arrangement for the next time that Epstein was in Florida. During those calls, the assistant would invite the girl to return to Epstein's home to "work." None of the girls ever spontaneously went to Epstein's home to provide a sexual massage. The appointments were set up over the telephone. 12. The victims interviewed by the federal agents were asked about Epstein's knowledge that they were minors. Many of the victims specifically discussed their ages with Epstein, and he provided them with birthday gifts, made statements about trips that he wanted to take them on when they were eighteen, and discussed high school events and college plans with them. For other victims, the subject of age was never discussed, and for others, their "recruiter" instructed them to lie and say they were eighteen. 13. One of the young women interviewed during the course o f the FBI's investigation was "C" who stated that she first met Epstein at the age of fourteen. Epstein paid C $200 - $400 to provide him with massages. According to C, during the three years that she saw Epstein, all but three of the over one hundred massages she provided were sexual in nature. The sexual activity ranged from self masturbation on Epstein's part to Epstein touching C's vagina. On a separate occasion, Epstein introduce an unidentified female during a massage, who performed oral sex on C while Epstein had sexual intercourse with the unidentified female. 14. When C was approximately sixteen years old, Epstein's assistant, contacted C and told her that Epstein wants' take some photographs of her. utilizing a digital camera, took nude photographs of C in several different locations in and around Epstein's Palm Beach residence. 'id C $500 for posing for the nude photographs. Other -7- Case No. 08-80736-CV-MARRA P-000687 EFTA00228067

victims interviewed have repeatedly pointed to the existence of the pictures of nude and semi-nude women throughout the residence. 15. Efforts have been made to corroborate the statements of C and the other young women who have described their sexual relationships with Epstein. With respect to C, there are telephone records showing 'hone calls to C during the time period that she was seeing Epstein. C also described receiving gifts from Epstein via Federal Express. A grand jury subpoena issued to Federal Express contained records of a number of packages sent by Epstein or his assistants to C. Likewise, the statements of other victims have been corroborated through telephone records, Western Union records, travel records, credit card receipts, sales records of theaters, and rental car records. 16. Also, during the FBI's investigation, I interviewed a young woman, "M," who had known Epstein several years ago, when she was in her late teens/early twenties. The woman was a struggling artist in New York who was specializing in painting nude portraits. Prior to preparing a portrait, M would take several photographic studies. Epstein was very interested in her work and her photographs, and also expressed an interest in the artist's younger sister, "A," who was sixteen years old at the time. 17. Epstein and an associate/companion, Ghislaine Maxwell, made arrangements and paid for A to travel to one of his homes, located in New Mexico. One morning during that visit, Epstein got into bed with A. Mr. Epstein told A that he felt like "cuddling." A described Epstcin's actions as "spooning" and constantly hugging her. 18. Epstein and Maxwell also made arrangements and paid for M to fly home to Arizona for the primary purpose of taking artistic photographs of her family members in the nude. This -8- Case No. 08-80736-CV-MARRA P-000688 EFTA00228068

included the artist's younger siblings, two sisters, A and a younger sister, age 9 or 10, and two brothers. Due to the sensitive nature of the photographs, M created a photo log to document each image and the order it was taken. Later, M learned that seven photographs, two of A and five of the 9 or 10 year old, were missing. M. who was very upset, contacted Epstein's office and asked for one of Epstein's assistants to look for the missing photographs. M also confronted Epstein and Maxwell about the missing photographs which they claimed they did not possess. A few weeks later M received a telephone call from an unidentified caller who stated that the missing photographs were in Epstein's briefcase. The missing photographs were not recovered and M believes that Epstein is in possession of them. Although those photographs were artistic, rather than pornographic in nature. this further shows Epstein's interest in taking and maintaining nude and semi-nude photographs of minors. 19. 1 have interviewed M and A about their experiences with Epstein. Both M and A are reluctant to divulge their experiences publically. During the interview with A, she was visibly disturbed when recalling an incident with Epstein at his ranch in New Mexico when she was sixteen years old. A stated that one evening Epstein had come into her bedroom and sat on the bed. Epstein stroked her hair and told her she was beautiful. A was unable to recall the remainder of any events that evening. M has also expressed her concern of speaking publicly against Epstein for fear of reprisals against her or her family. The Items to Be Searched and the Information Sought 20. This application seeks permission to forensically examine two CompactFlash memory cards. Your Affiant knows that electronic media, i.e., CompactFlash memory cards, may he important to a criminal investigation because the objects may he used as storage devices that contain -9- Case No. 08-80736-CV-MARRA P-000689 EFTA00228069

contraband, evidence, instrumentalities, or fruits of a crime in the form of electronic data. Rule 41 of the Federal Rules of Criminal Procedure permit the government to search for and seize computer hardware, software, and electronic files that are evidence of crime, contraband, instrumentalities of crime and/or fruits of crime. I know that CompactFlash memory cards are most often used in digital cameras to store photographs taken with the cameras. However, memory cards can be used to store any type of digital data, including computer files. 21. The nature of electronic media, i.e., CompactFlash memory cards, requires forensic analysis to employ a variety of different search techniques. These techniques include, but arc not limited to, opening files, reviewing directories of files, and searching for and analyzing deleted and/or hidden information. While conducting the analysis, data will be continuously evaluated as to whether or not it is within the scope of the issued search warrant. Only information within the scope of the search warrant will be acknowledged, shared with, or provided to, the investigators involved in this matter. All other information will be closed and maintained within the analytical unit. Forensic analysis will be conducted in close consultation with the United States Attorney's office for specific legal guidance throughout the analytical and reporting process. 22. I understand that reviewing the contents of the CompactFlash memory cards was within the scope of the State search warrant that gave rise to the seizure of the cards from Epstein's residence, and that PBPD reviewed the contents of the cards. I also understand that an FBI agent conducted a similar review when all of the items were taken into federal custody pursuant to the federal grand jury subpoena. Those reviews did not involve a forensic examination to determine if there were any deleted or corrupted files, which could be recovered only via such a forensic analysis. I understand that the cursory reviews performed by the other law enforcement officers did not delete -10- Case No. 08-80736-CV-MARRA P-000690 EFTA00228070

or add any files to the CompactFlash memory cards and, therefore, they contain the same information that they had at the time they were removed from the Epstein residence. While the cursory review performed by the FBI agent did not exceed the scope of the PBPD's review, and therefore did not require the issuance of a warrant, the forensic review that is requested by this application would expand that review and, accordingly, your Affiant requests the issuance of a search warrant in accordance with United States v. Jacobsen, 466 U.S. 109, 115-21 (1984). 23. As explained above, Epstein instructed one of his assistants to photograph C using a digital camera; M reported Epstein's unusual interest in, and probable theft of, nude photographs of the minor members of her family; and Epstein engaged in inappropriate sexual activity with numerous minor females. In light of Epstein's display of photographs of nude and semi-nude young women throughout his residence, your Affiant avers that there is probable cause to believe that photographs or other evidence of the victims' visits to Epstein's residence may be found on the CompactFlash memory cards. Accordingly, your Affiant seeks permission to forensically examine the CompactFlash memory cards for evidence, instrumentalities, and fruits of the crimes listed above, that is, the electronic information contained within the memory cards, including electronic files containing photographs, owner identification information, date and time information, names, addresses, and information regarding the source of any photographs or the persons depicted in any photographs. 24. Although the cursory reviews did not reveal any of the items sought, your Affiant avers that there is probable cause to believe that a thorough forensic examination, which would include the recovery of any deleted or corrupted files, would result in the discovery of the data listed above, which is evidence, instrumentalities, and fruits of the crimes under investigation. -11- Case No. 08-80736-CV-MARRA P-000691 EFTA00228071

WHEREFORE, your Affiant requests that this court issue a search warrant for the CompactFlash memory cards described in the Application for Search Warrant and for the seizure of the items listed above. FURTHER YOUR AFFIANT SAYETH NAUGHT. Special Agent e era ureau o nvestigation Subscribed and sworn to before me this day of March, 2008 LINNEA R. JOHNSON UNITED STATES MAGISTRATE JUDGE -12- Case No. 08-80736-CV-MARRA P-000692 EFTA00228072

AO 93 (Rey. 5/951 Search Warrant United States District Court SOUTHERN DISTRICT OF In the Matter of the Search of INarne, address or brief description of property or promises to be searched) One PNY Technologies 128 Megabyte CompactFlash memory card, marked THNCF128MMAITOOCB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation TO: States: FLORIDA SEARCH WARRANT CASE NUMBER 08-8068-LRJ FEDERAL BUREAU OF INVESTIGATION , and any Authorized Officer of the United AffidavitIs) having been made before me by who has reason to Al tient believe that [] on the person of or Hon the premises known as (name, description and/or location) One PNY Technologies 128 Megabyte CompactFlash memory card. marked THNCF128MMAITOOCB) 999223 TAIWAN 0247 in the custody of the Federal Bureau of Investigation, 505 S. Flagler Drive, Suite 500, West Palm Beach, Florida in the SOUTHERN District of FLORIDA there is now concealed a certain person or property, namely hence. the person Of ettteoffld the electronic information contained in that CompactFlash memory card, which is property that constitutes evidence of the commission of a criminal offense. instrumentalities of such violations; and any fruits of those crimes, that is, violations of 18 U.S.C. S5 371, 1591, 2252, 2252A, 2422, and 2423. I am satisfied that the affidavit(s) and any recorded testimony establish probable cause to believe that the person or property so described is now concealed on the person or premises above-described and establish grounds for the issuance of this warrant. YOU ARE HEREBY COMMANDED to search on or before (nate) (not to exceed 10 days) the person or place named above for the person or property specified, serving this warrant and making the search (in the daytime • 6:00 A.M. to 10:00 P.M.)(at any time in the day or night as I find reasonable cause has been established)) and if the person or property be found there to seize same, leaving a copy of this warrant and receipt for the person or property taken, and prepare a written inventory of the person or property seized and promptly return this warrant to the duty Magistrate Judge as required by law. at WEST PALM BEACH. FLORIDA Date and Time Issued LINNEA R. JOHNSON United States Magistrate Judas Name and Title of Judicial Officer Signature of Judicial Officer City and State Case No. 08-80736-CV-MARRA P-000693 EFTA00228073

O Case No. 08-80736-CV-MARRA P-000694 EFTA00228074

U.S. Party/Case Index All Types Name Search Results Page 1 of 4 • All Types Name Search Results 51 Total Party matches for selection EPSTEIN, JEFFREY for ALL COURTS Search Complete Fri Apr 27 11:16:47 2007 Selections 1 through 51 (Page 1) Bankruptcy Cases Name 1 EPSTEIN, JEFFREY OLIVER E OKAFOR 2 EPSTEIN, JEFFREY LYDIA CAVAZOS PLASENCIA 3 EPSTEIN, JEFFREY YVONNE ROBLES CATHERINE 4 EPSTEIN, JEFFREY FRANCIS OLUSEGUN TIFASE 5 EPSTEIN, JEFFREY JAYSON LEE EPSTEIN 6 EPSTEIN, JEFFREY ERIC THOMAS 7 EPSTEIN, JEFFREY DONALD J REED AND SALLY A 8 EPSTEIN, JEFFREY ROSEMARY ELFIEDE BODEY PEREZ 9 EPSTEIN, JEFFREY cacblce 03-13674 04/30/2003 SYLVIA SOTO ANGELES 10 EPSTEIN, JEFFREY cacbke 03-14237 05/16/2003 MARTHA LYNN THOMPSON 11 EPSTEIN, JEFFREY cacbke 03-14332 05/20/2003 WILLIAM THOMAS CRABLE AND MONICA THERESA CRABLE 12 EPSTEIN, JEFFREY cacbke 03-14496 05/27/2003 JOSE MAURICIO R CHAVEZ AND THERESA CRUZ 13 EPSTEIN, JEFFREY cacbke 03-14984 02/24/2003 LARRY F JENKINS 14 EPSTEIN, JEFFREY LAMONT LARRY DENSON 15 EPSTEIN, JEFFREY CHARLES L SUEY 16 EPSTEIN, JEFFREY *Download( paes S 0 00) Court Case No. Filed Chapter cacbke 03-10126 01/07/2003 13 cacbke 03-11161 cacbke 03-11273 cacbke 03-11679 nmbke 94-12206 cacbke 03-12711 cacbke 03-12984 REED cacbke 03-13138 02/11/2003 02/13/2003 02/26/2003 08/24/1994 03/28/2003 04/07/2003 04/11/2003 cacbke 03-19429 04/08/2003 cacbke 03-22300 05/06/2003 cacbke 03-22301 05/06/2003 13 13 13 13 13 13 13 13 13 13 13 13 13 13 13 https://paceruspci.uscourts.gov/cgi-binkliffitftP8-80736-CV-MARRA Ithtt100067 EFTA00228075

U.S. Party/Case.Index All Types Name Search Results Page 2 of 4 MARINA MARCIAL BROWN 17 EPSTEIN, JEFFREY LARRY F JENKINS 18 EPSTEIN, JEFFREY JAIME J MENDEZ III 19 EPSTEIN, JEFFREY ABRAHAM DAVID GOSMAN 20 EPSTEIN, JEFFREY HERBERT I GLASS 21 EPSTEIN, JEFFREY JEFFREY EPSTEIN 22 EPSTEIN, JEFFREY CHARLES EDWARD NELSON 23 EPSTEIN, JEFFREY D JEFFREY D EPSTEIN 24 EPSTEIN, JEFFREY H. G. WARE TRAVELSTEAD 25 EPSTEIN, JEFFREY M. mdbkc 93-00207 05/05/1993 KAYE SCHOLER FIERMAN HAYS & HANDLER AND HAINLINE 26 EPSTEIN, JEFFREY R. pacbkc 03-34969 10/09/2003 JEFFREY R. EPSTEIN 27 EPSTEIN, JEFFREY R. JACQUELINE MORENO Civil Cases Name 28 EPSTEIN, JEFFREY Stroll'. Epstein 29 EPSTEIN, JEFFREY flsdcc United States'. Metro Dade County, et al 30 EPSTEIN, JEFFREY codce Pierce Segerberg PC, et all. Epstein 31 EPSTEIN, JEFFREY Pierce Segerberg PC, et all. Epstein 32 EPSTEM, JEFFREY A. SLOMOWITZ I. EPSTEIN, et al 33 EPSTEIN, JEFFREY E. Kelleher'. ADVO, Inc et al 34 EPSTEIN, JEFFREY E. DVO Inc et al 35 EPSTEIN, JEFFREY E. Golden I. Harding et al 36 EPSTEIN, JEFFREY-E. Field'. Advo Inc et al cacbkc 03-23966 cacbke 03-23968 flsbke 01-30953 flsbke 91-33375 mnbke 06-40989 cacbkc 02-45716 ilnbke 03-51468 mdbke 96-54979 mabkc 01-43979 06/15/2001 05/22/2003 13 05/22/2003 13 03/02/2001 11/18/1991 7 7 05/30/2006 13 12/18/2002 13 12/23/2003 7 05/31/1996 11 AP 7 7 Court Case No. Filed NOS Closed nysdcc 1:1992cv01021 02/10/1992 190 04/19/1993 I :1993cv01109 06/10/1993 1:1995cv01109 05/11/1995 codce 1:1995cv01109 05/11/1995 893 09/12/1995 190 12/11/1995 190 12/11/1995 paedce 2:1991c v07955 12/27/1991 290 04/29/1992 ctdce 3:2006cv01422 09/I1/2006 850 ctdce 3:2006cv01457 09/15/2006 850 ctdce 3:2006cv01470 09/20/2006 160 01/24/2007 ctdce 3:2006cv01481 09/20/2006 890 https://pacer.uspci.uscourts.gov/cgi-birAIWpP 8-80736-CV-MARRA rkft0016t47 EFTA00228076

U.S. Party/Case Index All Types Name Search Results STEIN, JEFFREY nys40 1:1997cv01489 03/05/1997 230 Page 3 of 4 03/31/2000 tein Fisher, et al EP nysdce 1:2002cv05332 07/11/2002 190 07/26/2005 ibank, N.A. Epstein, et al 39 EPSTEIN, paedce 2;20220D1671 10/02/2002 195 10/21/2003 S WEXNER et al 40 EPSTEIN, JEFF nysdce 1:199.fici08307 05/22/1998 230 03/17/1999 USA Epstein, et al 41 EPSTEIN, JEFFRE nysdce 11996cv08307 05/22/1998 230 03/17/1999 USA Epstein, et al 42 EPSTEIN, JEFFREY nysdce 11996cv08307 05/22/1998 230 03/17/1999 SA Epstein, et al 43 EPSTE ,JEFFREY K. nyedce 04/26/2004 08/10/2005 .1:2004mc00106 Epstein, Esq. 44 EPSTEIN, JEFFREY KENT nyedce 1:2004mc00106 04/26/2004 . 08/10/2005 Epstein, Esq. 45 EPSTEIN, JEFFREY ilndce 1;1991cv01926 01/09/1992 190 01/30/1992 Van Schouwen I Connaught Corp 46 EPSTEIN, JEFFREY M. dcdo 1:1986cv00749 03/20/1986 190 04/23/1987 FEINBERG, et al GONSALVES, et al 47 EPSTEIN, JEFFREY M. nyedce 1:1990cy03576 10/17/1990 430 05/14/1991 City Savings, F.S.B., et al Haifried, Inc.„ et al 48 EPSTEIN, JEFFREY S. madce 1:2004cv 10801 04/22/2004 850 04/27/2004 Securities and Exchange Commission'. Glick Criminal Cases Name 49 EPSTEIN, JEFFRE USA Epstein 50 EPSTEIN, JEFF 51 EPSTEIN, JEFFREY USA Epstein, et al Court Case No. Filed Closed nye4s4 .L.1993mj00S/73 01/12/1993 nycdee 1:1993cr00193 02/21/199310/21/1993 nyedce 1:1992mj02283 12/04/1992 PACER Service Center Transaction Receipt 04127/2007 11:16:47 PACER Login: du4480 Client Code: Description: All Types srch pg I Search Criteria: EPSTEIN, JEFFREY Billable Pages: 1 °Cost: 10.08 U.S. Party/Case Indeu7 Home Search: All Cowl Types I Appchate I Bankruptcy I Gall ICriminal haps://paccr.uspci.uscourts.gov/cgi-birug00$1°8-80736-CV-MARRA P4 §067 EFTA00228077

United States District Court Eastern District of Pennsylvania - Docket Report Page I of 6 CLOSED, STANDARD United States District Court Eastern District of Pennsylvania (Philadelphia) CIVIL DOCKET FOR CASE #: 2:02-cv-07671-CN SHANKS v. WEXNER et al Assigned to: HONORABLE CLARENCE C. NEWCOMER Cause: 28:1332 Diversity-Breach of Contract Plaintiff NELSON SHANKS I Defendant LESLIE WEXNER Defendant Date Filed: 10/02/2002 Date Terminated: 10/21/2003 Jury Demand: None Nature of Suit: 195 Contract Product Liability Jurisdiction: Diversity represented by JEFFREY D. HOFFERMAN GOLLATZ GRIFFIN & EWING PC 4 PENN CENTER PLAZA SUITE 200 1600 JOHN FITZGERALD KENNEDY BOULEVARD PHILADELPHIA, PA 19103-2813 215-563-9400 Fax: 215-665-9988 Email: [email protected] LEAD ATTORNEY ATTORNEY TO BE NOTICED represented by CHRISTOPHER J. GUITON DRINKER BIDDLE & REATH ONE LOGAN SQ 18TH & CHERRY STS PHILA, PA 19103 215-988-2546 LEAD ATTORNEY ATTORNEY TO BE NOTICED LAWRENCE J. FOX DRINKER BIDDLE & REATH LLP ONE LOGAN SQ 18TH & CHERRY STS PHILA, PA 19106-6996 215-988-2714 Fax: 215-988-2757 Email: [email protected] LEAD ATTORNEY ATTORNEY TO BE NOTICED https://ccf.paed.uscourts.gov/cgi-bin/DIAMPQM*11118-SNiMAERS53_0-1 WOW EFTA00228078

United States District Court Eastern District of Pennsylvania - Docket Report Page 2 of 6 ABIGAIL WEXNER H/W Defendant JEFFREY E. EPSTEIN INDIVIDUALLY Defendant GHISLAINE MAXWELL represented by CHRISTOPHER J. GUITON (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED LAWRENCE J. FOX (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED represented by CHRISTOPHER J. GUITON (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED LAWRENCE J. FOX (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED represented by CHRISTOPHER J. GUITON (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED LAWRENCE J. FOX (See above for address) LEAD ATTORNEY ATTORNEY 719 BE NOTICED Date Filed # Docket Text 10/02/2002 1 COMPLAINT against JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER ( Filing fee $ 150 receipt number 803892.), filed by NELSON SHANKS.(ti, ) Additional attachments) added on 2/13/2003 (1db, ). (Entered: 10/03/2002) 10/02/2002 Summons Issued as to JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER.Four Forwarded To: Counsel on 10/3/02 (ti, ) (Entered: 10/03/2002) 12/16/2002 2 ORDER THAT JEFFREY E. EPSTEIN ; GHISLAINE MAXWELL ; ABIGAIL WEXNER ; LESLIE WEXNER HAVE UNTIL 12/31/02 TO ANSWER, MOVE, OR OTHERWISE PLEAD TO THE COMPLAINT; LAWRENCE J. FOX WILL ACCEPT SERVICE ON BEHALF OF ALL DEFENDANTS ETC. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 12/16/02. 12/17/02 ENTERED AND COPIES MAILED (ph, ) (Entered: 12/17/2002) 12/30/2002 3 MOTION FOR DISMISSAL PURSUANT TO FRCP 12(bX2), MEMORANDUM, CERTIFICATE OF SERVICE FILED BY EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER..(ph, ) https://ecf.paed.uscourts.gov/cgi-bin/DW.V08iI*76-A -051WE3i3_0-1 40±887 EFTA00228079

United States District Court Eastern District of Pennsylvania - Docket Report Page 3 of 6 Additional attachment(s) added on 2/13/2003 (1db, ). (Entered: 12/31/2002) 01/15/2003 4 STIPULATION & ORDER THAT PLAINTIFF SHALL HAVE UNTIL 1/31/03 TO FILE A RESPONSE TO DEFENDANT'S MOTION TO DISMISS. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 1/15/03. 1/15/03 ENTERED AND COPIES MAILED.(rv, ) (Entered: 01/15/2003) 02/07/2003 5 STIPULATION AND ORDER THAT PLAINTIFF SHALL HAVE UNTIL 2/14/03 TO FILE A RESPONSE TO DEFENDANTS MOTION TO DISMISS FILED IN THIS MATTER ON 12/30/02. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 2/7/03.2/10/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 02/10/2003) 02/14/2003 6 REPLY filed by NELSON SHANKS to Defendant's Motion to Dismiss pursuant to F.R.C.P. 12(bX2), Certificate of Service. (rv, ) (Entered: 02/18/2003) 02/27/2003 7 REPLY to Plaintiff's Response to Defendants' Motion to Dismiss filed by JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER, Certificate of Service. (ar, ) (Entered: 02/28/2003) 03/18/2003 8 OPINION AND ORDER DENYING DEFENDANTS' MOTION FOR DISMISSAL. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 3/18/03.3/19/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 03/19/2003) 04/07/2003 9 STIPULATION AND ORDER THAT JEFFREY E. EPSTEIN, GHISLAINE MAXWELL,ABIGAIL WEXNER, LESLIE WEXNER'S ANSWER IS EXTENDED TO 4/18/03. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 4/7/03.4/8/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 04/08/2003) 04/24/2003 10 STIPULATION AND ORDER THAT ABIGAIL WEXNER AND LESLIE WEXNER'S ANSWER IS DUE 4/30/03. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 4/24/03.4/25/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 04/25/2003) 04/30/2003 II ANSWER, affirmative defenses to Complaint by JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER, Certificate of service.(ph, ) Additional attachment(s) added on 5/16/2003 (ph, ). (Entered: 05/01/2003) 04/30/2003 Issue Joined (ph, ) (Entered: 05/01/2003) 05/05/2003 12 NOTICE of Hearing: Pretrial Conference set for 5/13/2003 03:15 PM in Judge's Chambers, Room 13614 (13th Floor) before HONORABLE CLARENCE C. NEWCOMER. (inf) (Entered: 05/05/2003) 05/19/2003 13 STIPULATION AND ORDER THAT PLAINTIFF SHALL HAVE UNTIL 5/30/03 TO RESPOND TO DEFENDANTS' ANSWER AND COUNTERCLAIMS FILED ON 4/30/03. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 5/19/03.5/19/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 05/19/2003) 05/22/2003 14 ORDER THAT DISCOVERY IS DUE 8/13/03; DISPOSITIVE MOTIONS BY 8/13/03; RESPONSES TO DISPOSITIVE MOTIONS BY 8/25/03; FINAL PRETRIAL/SETTLEMENT CONFERENCE BY 9/24/03 AT 11:15 A.M.; PRETRIAL MEMORANDA BY 9/17/03; COUNSEL SHALL BE PREPARED https://ecf.paed.uscourts.gov/cgi-bin/DIft.098gMre2WLRPA3_0-1 EFTA00228080

United States District Court Eastern District of Pennsylvania - Docket Report Page 4 of 6 FOR TRIAL BY 9/23/03. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 5/22/03. 5/22/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 05/22/2003) 05/29/2003 15 MOTION TO DISMISS COUNTERCLAIM FOR FAILURE TO STATE A CLAIM UPON WHICH RELIEF CAN BE GRANTED, MEMORANDUM, CERTIFICATE OF SERVICE FILED BY NELSON SHANKS.(ph, ) Modified on 5/29/2003 (ph, ). Additional attachment(s) added on 6/16/2003 (vw, ). Additional attachment(s) added on 6/16/2003 (vw, ). Additional attachment(s) added on 6/16/2003 (vw, ). Additional attachment(s) added on 6/16/2003 (vw, ). (Entered: 05/29/2003) 06/19/2003 16 STIPULATION AND ORDER THAT THE TIME IN WHICH THE DEFENDANTS MUST SUBMIT A REPLY TO PLAINTIFFS MOTION TO DISMISS COUNT II OF DEFENDANTS' COUNTERCLAIM, IS EXTENDED UNTIL AND INCLUDING 6/30/03 . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 6/19/03. 6/19/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 06/19/2003) 07/08/2003 17 STIPULATION AND ORDER THAT DEFENDANTS MUST SUBMIT A REPLY TO PLAINTIFF'S MOTION TO DISMISS COUNT II OF DEFENDANTS' COUNTERCLAIM BY 7/14/03 ETC . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 7/8/03. 7/9/03 ENTERED AND COPIES MAILED AND FAXED 7/8/03(ph, ) Additional attachment(s) added on 7/9/2003 (1db, ). (Entered: 07/09/2003) 07/14/2003 18 Reply to plaintiff's motion to dismiss pursuant to FRCP 12(b)(6), Certificate of service filed by ABIGAIL WEXNER, LESLIE WEXNER. (ph, ) Additional attachment(s) added on 7/17/2003 (ph, ). (Entered: 07/15/2003) 07/18/2003 19 Response to defendants' reply to motion to dismiss counterclaim for failure to state a claim upon which relief can be granted, Certificate of service filed by NELSON SHANKS. (ph, ) (Entered: 07/21/2003) 08/13/2003 20 MOTION FOR JUDGMENT ON THE PLEADINGS AGAINST JEFFREY EPSTEIN WITH RESPECT TO COUNT I OF THE COMPLAINT (BREACH OF CONTRACT), CERTIFICATE OF SERVICE FILED BY NELSON SHANKS..(ph, ) (Entered: 08/13/2003) 08/21/2003 21 ORDER THAT UPON CONSIDERATION OF PLAINTIFF'S MOTION TO DISMISS AND DEFENDANTS' RESPONSE, IT IS ORDERED THAT SAID MOTION IS DENIED ETC.. SIGNED BY JUDGE JAMES R. MELINSON ON 8/21/03.8/22/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 08/22/2003) 08/26/2003 22 PLAINTIFF'S MOTION TO COMPEL FILED BY NELSON SHANKS,CERTIFICATE OF COUNSEL, CERTIFICATE OF SERVICE.(ar, ) (Entered: 08/26/2003) 08/26/2003 23 ANSWER AND AFFIRMATIVE DEFENSES OF PLAINTIFF TO COUNTERCLAIMS OF DEFENDANTS LESLIE AND ABIGAIL WEXNER BY NELSON SHANKS, CERTIFICATE OF SERVICE.(ar, ) (Entered: 08/26/2003) 08/26/2003 24 Supplement to Plaintiffs Motion for Judgment on the Pleadings Against Defendant Jeffrey Epstein with Respect to Count I of Plaintiffs Complaint https://ecfpaed.uscourts.gov/cgi-bin/DGRIii.V1189b°~2`61WERA3_0-1 PaPPP2067 EFTA00228081

United States District Court Eastern District of Pennsylvania - Docket Report Page 5 of 6 (Breach of Contract) filed by NELSON SHANKS, Certificate of Service. (ar, ) (Entered: 08/26/2003) 08/27/2003 25 Memorandum in opposition to plaintiffs motion for judgment on the pleadings as to count one - breach of contract, Certificate of service filed by JEFFREY E. EPSTEIN. (ph, ) Additional attachment(s) added on 9/4/2003 (ph, ). (Entered: 08/28/2003) 08/28/2003 26 Reply to EPSTEIN'S memorandum in opposition to plaintiffs motion for judgment on the pleadings, Certificate of service by NELSON SHANKS. (ph, ) (Entered: 08/29/2003) 08/28/2003 27 MOTION TO STRIKE DEFENDANTS MEMORANDUM IN OPPOSITION FOR VIOLATION OF COURT ORDER, CERTIFICATE OF SERVICE filed by NELSON SHANKS. (SEE #26).(ph, ) (Entered: 08/29/2003) 09/04/2003 28 ORDER DENYING PLAINTIFF'S MOTION FOR JUDGMENT ON THE PLEADINGS WITH RESPECT TO COUNT I, THE COURT FINDS THAT THERE ARE FACTUAL ISSUES IN THIS CASE AS TO WHETHER A CONTRACT WAS FORMED BETWEEN THE PARTIES AND THE TERMS OF ANY SUCH CONTRACT. . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 9/4/03.9/4/03 ENTERED AND COPIES MAILED AND FAXED. (ph, ) (Entered: 09/04/2003) 09/05/2003 29 RESPONSE to plaintiff NELSON SHANKS' motion to compel, Certificate of service filed by JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER. (ph, ) (Entered: 09/08/2003) 09/05/2003 30 MOTION FOR PROTECTIVE ORDER TO QUASH NOTICE OF DEPOSITIONS, MEMORANDUM, CERTIFICATION OF COUNSEL, CERTIFICATE OF SERVICE filed by JEFFREY E. EPSTEIN, GHISLAINE MAXWELL, ABIGAIL WEXNER, LESLIE WEXNER..(ph, ) Additional attachment(s) added on 10/1/2003 (ph, ). Additional attachment(s) added on 10/10/2003 (ph, ). (Entered: 09/08/2003) 09/09/2003 31 ORDER MOOTING PLAINTIFFS' MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS AND RESPONSES TO INTERROGATORIES ETC. . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 9/9/03.9/10/03 ENTERED AND COPIES MAILED AND FAXED 9/9/03(ph, ) (Entered: 09/10/2003) 09/10/2003 32 Reply to defendants' motion for a protective order to quash notice of depositions and supplemental memorandum of law in connection with plaintiffs motion to compel discovery responses, Certification of counsel, Certificate of service filed by NELSON SHANKS. (ph, ) Additional attachment(s) added on 9/18/2003 (fh, ). (Entered: 09/11/2003) 09/18/2003 33 ORDER DENYING AS MOOT DEFENDANT'S MOTION TO QUASH NOTICE OF DEPOSITIONS, UPON REPRESENTATION THAT THE PARTIES HAVE AGREED UPON THE LOCATIONS OF THE NOTICED DEPOSITIONS ETC.. SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 9/18/03.9/18/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 09/18/2003) 09/23/2003 34 ORDER THAT THE COURTS PRETRIAL SCHEDULING ORDER IS AMENDED AS FOLLOWS: DISCOVERY BY 10/10/03, https://ecfpacd.uscourts.gov/cgi-bin/Dalit.Y118971915662151WE343_0-1 P4-10i EFTA00228082

United States District Court Eastern District of Pennsylvania - Docket Report Page 6 of 6 SETTLEMENT/FINAL PRETRIAL CONFERENCE ON 10/20/03 AT 11:15; PRETRIAL MEMORANDA AND JOINT PROPOSED JURY INSTRUCTIONS 10/15/03; COUNSEL SHALL BE PREPARED FOR TRIAL ON 10/20/03 . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 9/23/03. 9/24/03 ENTERED AND COPIES MAILED (ph, ) (Entered: 09/24/2003) 09/23/2003 SETTLEMENT CONFERENCE SET FOR 10/20/2003 11:15 AM BEFORE HONORABLE CLARENCE C. NEWCOMER. (ph, ) (Entered: 09/24/2003) 10/21/2003 35 STIPULATION AND ORDER THAT THE COURT DISMISS THE CAPTIONED MATTER, INCLUDING ALL CLAIMS AND COUNTERCLAIMS, WITH PREJUDICE. . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 10/21/03. 10/21/03 ENTERED AND COPIES MAILED AND FAXED.(ph, ) (Entered: 10/21/2003) 10/24/2003 36 STIPULATION AND ORDER THAT PURSUANT TO FRCP 41(a)(1)(ii) AND THE SETTLEMENT AGREEMENT, THAT THE PARTIES REQUEST THE COURT DISMISS THE CAPTIONED MATTER, INCLUDING ALL CLAIMS AND COUNTERCLAIMS, WITH PREJUDICE. . SIGNED BY JUDGE CLARENCE C. NEWCOMER ON 10/24/03. 10/24/03 ENTERED AND COPIES MAILED AND FAXED BY CHAMBERS(ph, ) (Entered: 10/24/2003) PACER Service Center Transaction Receipt 04/27/2007 12:18:55 PACER Login: du4480 Client Code: Description: Docket Report Search Criteria: 2:02-cv-07671-CN Billable Pages: 4 Cost: 0.32 https://ecf.paed.uscourts.gov/cgi-bin/Dicitti.VMH9.7662161WERA3_0-1 P4-#918d7 EFTA00228083

IN TEE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA NELSON SHANKS i. LESLIE and ABIGAIL WEXNER, h/w Case No. ();" -N rii and JEFFREY E. EPSTEIN, individually and d/b/a J. EPSTEIN AND COMPANY, INC. The Villard House 457 Madison Avenue, 4, Floor New York, NY 10022 and GHISLAINE MAXWELL The Villard House 457 Madison Avenue, New York, NY 10022 4a Floor . • 7 3a*: COMPLAINT I. EIRTIRA 1. Plaintiffh.gelsOn Shankqe(aShinks")., la a citizen of the Commonwealth of Pennsylvania,'dnd at all relevant timms, resided at 1163 State Road, Andalusia, Bucks County, Pennsylvania 19020. 2. Defendants, Leslie and Abigail Wexner (the LWexnerse), are husband and wife. At all relevant times, the Wexner. were citizens of the State of Ohio and resided at One Whitsibarn Road, New Albany, Ohio 43054. 3. Defendant, Jeffrey B. irstein, is a resident and citizen of the State of New York. Jeffrey E. Epstein, was at all arti ispieze 4 fitel ttotlittli Case No. 08-80736-CV-MARRA 4mq ORMli UW040)0704 EFTA00228084

relevant times, a principal and an offiper.of Defendant, J. Epstein and Company, :Inc, (collectively `Epstein"), which, at all relevant times, had its. principal piece of business at The villard House, 457 MadisOn Avenue, .New York, New. York 10022. 4. Defendant, J. Epstein and Company, Inc. was, at all relevant times, a corporation orgamizedr and existing under the laws of the State of New York, withrits principal place of business at The Villard House, 45744adison Avenue, New York, New York 10022. 5. Defendant, Ohislaine Maxwell ("Maxwell"), is, upon information and belief, a resident.snd citizen of the State of New York, and at all relevant times hereto, has acted as the actual, apparent and/or ostensible,agent_for Epstein and/or the Wexner', and, at all relevant times, conducted business from 457 Madison Avenue, New York, New York:3.0022.. . , , • II. 4211=21213pThlitgi 6. Subject matter jurisdiction is conferred upon this Court pursuant to provisions of 28.U.S.C. $1332 in that there is diversity of citizenship between Plaintiff and Defendants, and the amount in controversy exceeds.tts sum of Seventy-five Thousand Dollars (875,000.00), exclusive of interest oral costs. 7. Venue is proper in the Eastern District of Polinsylvania pursuant to 28 U.S.C. 51391(a) because a substantial part of the events giving rise to this claim occurred in the Eastern District of Pennsylvania. Ili. pAcTs 8. In early 2000, Shanks was contacted by Maxwell, who represented to Shanks that she was acting on behalf of Epstein and/or the Wexners, to inquire whether Shanks would ccnsider accepting a commissionto paint: a lfamily portrait of koigail Wexner and her four children. 7 f. 9. During subsequent conversations between Shanks and Maxwell, Maxwell informed Shanks that the Wexner" had specifically requested that Shanks be commissioned to paint a family portrait because of Shanks' reputation, talent, painting style, acclaim, notoriety and status as a world renowned artist. $19-I ISO/1Z° d 219-1 ZIOBIAUJZ Case No. 08-80736-CV-MARRA ae,j WU q I Zoisteb705 EFTA00228085

• 10. Shanks has received critial aColAim for his paintings and portraits which include subjects such as Margaret Thatcher, Luciano Pavarotti, Princess Diana, Ronald Reagan, and Bill Clinton, to name only a few. 11. Conversations between Shanks and Maxwell.culminated in a personal meeting between Shanks andAbigail Wexner in New York City on or about March 15, 2000. 12: The visit between Shanks and Abigail Wexner in Now York City was arranged by Abigail Wexner's personal assistant, Karl W. Koon. : . 13. Following 'the March 15, '2002 visit between Shanks and Abigail wexner, Shanks was invited to the Wexner Estate in New Albany, Ohio for purposes' relatingreto the proposed portrait. 14. Shanks traveled to ,the Wexner Estate on or about April 26, 2000, at the expense of the Wexners.. The arrangements were made by Abigail Wexner's personal aibistant, Karl W. Kocn. A true and correct copy of letters bobjeen"Shanks and Abigail Wexner, together with Shanks' itinekiryers'attached .hereto at Exhibit "A". 14 e .:•• 15. During Shanksi'visit to'tbi Wexner Estate, Shanks spent two days photographiugtner, her four children, and various settings. The resulting photographs would, pursuant to Abigail Wexner's express direction and consent, form the basis of the planned portrait. • , 16. Shanks spent approximately two days at the Wexner Estate during which time he was given limited access to Abigail Wexner andher children. Notwithstanding such limited access, Shanks was able to take approximately 300 still photographs of Abigail Wexner and her children and observed, to the extent allowed, the children in their home environment, interacting with each other and their mother. A representative sample of photographs taken by Shanks during his ;Oft to the Wexner Estate is attached hereto as Exhibit • • 17. Following the April 26,,,'2400 visit to the Wexner Estate, Shanks confirmed in writing to Abigail Wexner in a letter dated May 3, 2000, that he was pleated*ith the photographs he took during the visit, and that he,wie.contemplating the use of a large 6' x 6' format for the painp40.- A true and correct copy of the May 3, 2000' letter from Shanks to Abigail Wexner is attached hereto as Exhibit "C". IZIZO•d ZWIlifla 40A eeSll 1161-41-41 Case No. 08-80736-CV-MARRA P-000706 EFTA00228086

sr, :44'1( • 18. By fax dated May 4, 2000k;Abigail.Wexner, through her assistant, Amy Robertsi.provided Shanks, at his request, with the measurements of her four children and herself, which measurements provided Shanks with additional information about Abigail Wexner and her children.for puxpeses of composieg the painting. See Exhibit "D". . • • 19. At no time did the Wexners, Maxwell or Epstein request to have any involvement in the creative process such as selection of photographs upon which the painting would be based, or composition of the painting. • de 20. By letter dated May 16e -2OOO, maxwell, attire as the actual, apparent -or ostensible agent of Epstein and/or Wexner, confirmed that the cost of the painting would be 6325,OOO.OO. A true and correct copy of the May 16, 2002 letter from Maxwell to Shanks is attached hereto as Exhibit ,Et: • . to 21. Thereafteri.in reliance. On the conduct,- actions, words, promises, contracts, and contractual representations ol Maxwell. Epstein and the Wexners,,Shanks commenced work on the portrait. During the following months, Shanki expended' hundreds of hours on the Wexner family portrait:. " 4/' • • • 22. On or about October 23iL2000, while the -painting was in progress, Shanks communicated tilMaxwell-that'he proposed using an antique mid-18th century picturb frime for. the painting, which was later agreed upon for the price of $14,000.00. A true and correct copy of the October 23, 2202 letter from Shanks to Maxwell is attached hereto as Exhibit'"F". 23. On many occasions while the painting was in progress, Shanks invited the Nexners and/or Maxwell to visit Shanks' studio to see the progression of the portrait and provide comments relative to same. The Wexner. and Maxwell declined ail such invitations. 24. During late April 2001:'othitipiiinting was completed after which the Nexners'dispatcAdd.their own courier pick up the painting at Shanks' studio in,(Andalusia, Bucks Ca.mty, Pennsylvania. A true and correct'kepresentation of the painting is attached hereto as Exhibit "Os 25. In early Nay'2001, antis the painting was delivered to the Wexner., Shanki received communications from the assistants and/or agents of the Wexners that the Nexnere had made certain subjective comments about the painting, in particular, comments regarding their apparent- dissatiefuction with the pores of the -k, 111-i ISIVIZO'd il9-1 DON= Case No. 08-80736-CV-MARRA -+0,i OdIS:21 Z0021010110 70 7 EFTA00228087

children, their relative ages and sizes as portrayed, and expressions of the subjects, including,Abigail Wexner herself. 26. Shanks attempted to assuage the. Wexner's concerns, by explaining certain elements of the creative process that an artist, such as Shanks, employs in rendering a:portrait such as that which was commissioned and tendered upon completica. 27. On May 9, 2OO1, Shanks invoiced the Wexners for the painting in the agreed upon amount of $325,000.00, $14,000.00 for the antique frame and $900.00 forIthe crate and packing. A true and correct copy of the.invoice;daped MO% 9, 2001 is attached hereto as Exhibit "IP. • 28. At all times the Wexnerevand/or Epstein have refused to pay the afore-referenqed invoicetituagrsed.. 29. Implicit in the contract.,and4Orcouxse of conduct and communication betweettShanks and .Elie Wingers and/or Epstein was Shanks' "creative license', to iete.rpret the subjects and portray them in an artistic fashion. , • 3O. At no time did Shanks contract, explicitly o:: implicitly, to portray -the subjects wi,th photo realism' as one would expect from a photographic rendering of the subjects. 31. Shanks' unique and widely acclaimed style of painting is well represented in the portrait of Abigail Wexner 4nd her four children. COUNT X MAME; v. THE MINXES AND EPSTEIN BREACH OF CONTRACT 32. Plaintiff incorporates by reference Paragraphs 1 through 31 as though fully set forth herein and at length. 33. Epstein, by and throughAis Act4al, apparent and/or ostensible agent, MaXwell, contraded with Shanks to create a painting of Abigail Mohler and her-four children in a manner consistent with the style, workmaAship.and quality customary of Shanks. 34. In the alternative, the Wexner', by and through their actual, apparent and/or .ostensibleagehts, Maxwell and Epstein, DI-I *sward 919-1 imutZ1Z Case No. 08-80736-CV-MARRA Ami siWZI MorbaL -uutu08 EFTA00228088

contracted with 9hanke.to.createia'paiiting of Abigail Wexner and her four children in a•.manner conedstent- with-the style, workmanship and quality customary of Shanks. 35. By letter dated. May 16,;2000., Maxwell, acting as the actual, apparent and/or_ostensibloNigeat of Epstein and/or the Wexner°, confirmed.in writing the:agreement between Shenk. and Epstein and/or the Wexner., that in exchange for delivering a painting of Abigail.Werner and her•tour children, Epstein and/or the Wexners•would pay Shanks 0325,000,00. " 36. In or about late April, 2001, Shanks tendered to the Wexners, at the behest of Epstein and/or Maxwell, the nubject painting, the tender of which was accepted by Epstein and/or the Wexners at Shanks' studio in Andalusia, Bucks County, Pennsylvania. 37. The subsequent attempts:Sy Epstein and/or the Wexners to reject the painting were based%on purely subjective grounds. 38. Subjective approval of the painting by the Wexner°, Maxwell, and/or Epstein was not a Condition precedent to payment by Epstein and/or thellexners to;lhankg pursuant to the agreement between them. 39. The painting.was completed in a professional and artistic manner, consiatenterithlb4nkr..style, which was well known to Epstein, Maxwell and/or the Wexners. 40. At all times relevant hereto, Epstein and/or the Wexner° have refused to pay the agreed upon amount of $325,000.00, plus $14,000.00 for the antique frame, together with $900.00 for crate and packing for a total amount of $339,900.00, as represented in the May 9, 2001 invoice. WHEREFORE, Plaintiff, Nelson Shanks demands judgment against Defendants Epstein and Maxwell, individually, jointly and/or severally, for the sum of $339,900,00,. plus interest at: the legal rate and exclusive of costs, and any other damages or relief that this Court may deem appropriate and just. . 01211.201 plums v. makanithain pRouipsoxv wrong ' 41. Plaintiff incorporates Jayk reference Paragraphs 1 through 40 as though fully set fOrSh-herein and at length. 019-d OSO/IZO'd 519-1 ZP0IHHIR N19:21 Zoot-ei-oi Case No. 08-80736-CV-MARRA P-000709 EFTA00228089

• 42. The words,• conduct, deeds, attions and/or inactions of Maxwell, Epstein, and/or the Wexners,.individually, or in concert, or as principal and agent, induced Shanks to act to his detriment by expending hundreds of hours in- the course of creating the painting..for the benefit sof the Wexner, and/or Epstein. 43. Shanks justifiably relied on the words, deeds, conduct, actions, or inactions of Maxwell, Epstein and/or the *comers in expending hundreds of hours to complete the painting of the Wexner family. 44. Specifically, Defendanta,gave Shanks free reign to compose the painting, to select phogographe upon which the painting would be based, and declined to give Shanks any direction whatever as to the ultimate Composition of the painting. 45. By the words, conduct, deeds, actions or inactions of Defendants, or any of them, Shanks:redsonably believed that he was given creative license to produce the painting of the Wexner family consistent with- his own uni40eIettle of painting, and consistent with prior works which wer4.known to and viewed by the Defendants. 46. Absent the specific words, conduct, deeds, actions or inactions of Defendants, or any of'ihem, Shanks would not have proceeded to expend hundreds of'hours to complete the painting of the Wexner family. 47. As the result of the inducements of the Defendants, or any of them, upon which Shanks reasonably relied, manifest injustice would result if Shanks is not paid for the t:.me and materials he expended in completing the painting of the Wexner family, which time is valued in excess of $325,000.00. Thr Med MO/020'd 50-1. ZM011ZZ11 d odZS:21 ZOOZ-01-0l Case No. 08-80736-CV-MARRA P-000710 EFTA00228090

• V WHEREFORE, Plaintiff, Nelson Shanks demands judgment against Defendants Epstein and Maxwell, and the Wexners, jointly and/or severally, for a sum in excess of $325,000.00, exclusive of interest, costs, and -any other damages or relief that this Court may deem appropriate and just. Date: October 2, 2002 en-i 'ward smq M. GRIFFIN & ING. P.C. eenth Floor : • t-341; wr%i. mad e. ZwILIEM -00. I IsZS:2 I ZOE-et-a i Case No. 08-80736-CV-MARRA P-000711 EFTA00228091

VIDIVMAD-9£L08-80 '0N asuD Date Item Credit Debit Balance Payee/Payor 4/11/2005 Dep $ 6,000.00 $ 6,000.00 Warren Newell GB&T #10037737 4/11/2005 Dep $ 25,444.13 $ 31,444.13 JPJ Development & Design LLC 4/11/2005 W/D $ 500.00 $ 30,944.13 Cash Back 4/13/2005 1001 $ 27.00 $ 30,917.13 Sharon R Bock, Clerk & Comptroller 4/19/2005 1003 $ 300.00 $ 30,617.13 Julie Newell 4/14/2005 1004 $ 4,000.00 $ 26,617.13 W Newell/Julie Newell 4/15/2005 1005 $ 197.24 $ 26,419.89 Mazada 4/20/2005 1006 $ 300.00 $ 26,119.89 Nancy Domeyer, MSW 4/15/2005 1008 $ 30.41 $ 26,089.48 City of Lake Worth 4/14/2005 1010 $ 500.00 $ 25,589.48 MBNA 4/15/2005 1011 $ 381.60 $ 25,207.88 Boat US 4/15/2005 1012 $ 15.78 $ 25,192.10 Adelphia 4/18/2005 1007 $ 500.00 $ 24,692.10 American Express Check Pymt 4/22/2005 1002 $ 500.00 $ 24,192.10 Citicard Payment Check Pymt 4/27/2005 Auto Deb $ 9.95 $ 24,182.15 Harland Checks Chk Order 4/29/2005 1003 $ 239.98 $ 23,942.17 FPL Payment Ctr Bill Pymt 4/29/2005 Interest $ 2.75 $ 23,944.92 Interest 5/9/2005 Dep $ 15,000.00 $ 38,944.92 SFRN, Inc 5/9/2005 W/D $ 2,000.00 $ 36,944.92 Cash Back 5/26/2005 Dep $ 2,854.33 $ 39,799.25 PBC-BCC 5/26/2005 W/D $ 600.00 $ 39,199.25 Cash Back 5/31/2005 Interest $ 1.95 $ 39,201.20 Interest 4/26/2005 1001 $ 873.00 $ 38,328.20 MBNA 4/26/2005 1002 $ 197.24 $ 38,130.96 Mazda 4/26/2005 1004 $ 974.16 $ 37,156.80 Chase 4/26/2005 1005 $ 962.50 $ 36,194.30 Jonathan Root 4/28/2005 1007 $ 10,000.00 $ 26,194.30 Linda Jaffe Esq 4/28/2005 1008 $ 3,500.00 $ 22,694.30 Glickman, Witter Marell PA 5/4/2005 1009 $ 5,000.00 $ 17,694.30 Sue Gent 5/4/2005 1010 $ 5,000.00 $ 12,694.30 Sue Gent EFTA00228092

Page 2 of 2 maw, FEIN RECORD Information Currant Through: 03-11-2007 Database Last Updated: 03-13-2007 Update Frequency: QUARTERLY Source: Copyright 0 2007 by Dun & Bradstreet, Inc. Currant Date: 04/24/2007 BUSINESS INFORMATION Company Names J EPSTEIN FOUNDATION Address: 457 MADISON AVE NEW YORK, NY 10022 WSIN NUmbera DAS Source': DAB Company Name: DUNS Number: SIC: Kxecutivo Name: DEPARTMENT OF TREASURY - TAX EXEMPT J EPSTEIN G CO INC 62829903 INVESTMENT COUNSELORS EXECUTIVE INFORMATION JIMMY E MASTED; Title: PRESIDENT ENU UV 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. https://w eb2.west law.com/pri nt/pri fieitYlAk&-4t nat i on =atp &sv=S p I i t... 4/21O00i I 3 EFTA00228093

Pagc 2 of 4 Atglaw. 0121385/1995 Page 1 TO ORDER COPIES OP ANY DOCUMENTS LISTED BELOW, CALL WESTIAW COURTEXPRESS 1-877-DOC-RETR (1-877-362-7387) (Additional Charges Apply). Dockets - NEW YORK SUPREME COURT Current Dates 04/24/2007 Source: SUPREME COURT, NEW YORK COUNTY, NEW YORK CAM smrcamanom Case Titles J. EPSTEIN G COMPANY 457 MADISON AVENUE CORP. Court: SUPREME COURT, NEW YORK COUNTY Divisions SUPREME Case Nuaber: 0121385/1995 Case Types CIVIL Case Subtypes OTHER REAL PROPERTY Case Complexity: COMPLEX, COMPUTER ASSIGNED Date Filed: 08/29/1995 Justice: LOUISE GRUNER GANS Case Status: DISPOSED RJI Type: ORDER TO SHOW CAUSE RJI Entry: ORDER TO SHOW CAUSE PART RJI Filed Date: 08/29/1995 RJI Date: 08/30/1995 RJI Pre NOT Deadlines 11/29/1996 PARTICIPANT iNFONNATION 2007 Thomson/Nest. No Claim to Orig. U.S. Govt. Works. ni tstrearn eNo.a2W07t.01-MARRA https://web2.westlaw.com/printip !pm tiimusaestination=atp&sv-Split... 4/247988314 EFTA00228094

Page 3 o 1 4 0121385/1995 Page 2 Name: j. EPSTEIN E. COMPANY , INC. AND JEFFREY EPSTEIN. Type: PLAINTIFF Name: 457 MADISON AVENUE CORP. . Type: DEFENDANT ATTORNEY INFORMATION Firm/Attorney For: PLAINTIFF Firm Name: WACHTEL 6, MASYR L.L.P. Firm Address: 110 EAST 59TH STREET - 27TH FL NEW YORK, NEW YORK 10022 Firm Phone: CALENDAR INFORMATION Date/Tice: Description: Location: Judge: 04/24/1997 Event, Part: IAS PART 61 LOUISE GRUNER GANS SUPREME-INI TIAL(FIRST TIME ON) Disposition: OTHER FINAL DISP. (PRE-NOTE) 04/12/1996 Event, MOTION Part, IAS MOTION JOAN B. LOBIS Disposition: SUBMITTED 20 09/15/1995 Event, MOTION Part, IAS MOTION JOAN B. LOBIS Disposition: SUBMITTED 20 DOCKET PROCEEDINGS 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. haps://web2.weettaw.com/print/priziaaii2agi tination-miptsv-Split... 4/2111206q 15 EFTA00228095

Page 4 of 4 0121385/1995 Date. 04/12/1996 09/15/1995 Entry Is Descriptions Docket Entry. MOTION Document Descriptions C Justices JOAN B. LOBIS Dispositions MOTION DISPOSED AS INDICATED Decision Date: 04/26/1996 Times 09:37:16 Docket Miscellaneous! DECISION DUE: 06/11/1996; FULLY SUBMITTED: 04/12/1996; ORDER DATE: 04/26/1996; DATE COUNTY CLERK NOTIFIED OF ORDER: 04/30/1996; REFERRAL DATE: 04/12/1996; REFERRAL PART NUMBER: IAS MOTION 20 Parts IAS MOTION 20 Date Docketed, Order Document for Later Delivery Docket Entry. EX PARTE Document Descriptions C Justices JOAN B. [OBIS Dispositions MOTION DISPOSED AS INDICATED Decision Date: 09/15/1995 Ttmes 09:38:43 Docket Miscellaneous, DECISION DUE: 11/14/1995; FULLY SUBMITTED: 09/15/1995; ORDER DATE: 09/15/1995; DATE COUNTY CLERK NOTIFIED OF ORDER: 09/21/1995 Parts IAS MOTION 20 Order Document for Later Delivery TO ORDER COPIES OF ANY DOCUMENTS LISTED ABOVE, CALL WESTLAW COURTEXPRESS 1-877-DOC-RETR (1-877-362-7387) (Additional Charges Apply). END OF DOCUMENT 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. Page 3 Party: https/Aweblveestlavteont/prinVpatikrelt9447A6Iciital J.: nation=atp&sv=Split... 41* EFTA00228096

Page 2 of 4 Vti?stlaw. 121385/1995 Page 1 TO ORDER COPIES OF ANY DOCUMENTS LISTED BELOW, CALL WESTLAW COURTEXPRESS 1-877-DOC-RETR (1-877-362-7387) (Additional Charges Apply). Dockets - NEW YORK - COUNTY CLERK CIVIL INDEX Current Date: Source: 04/24/2007 COUNTY CLERK CIVIL INDEX, NEW YORK COUNTY, NEW YORK CASE INFORMATION Case Title: J EPSTEIN 4 COMPANY INC 1. 457 MADISON AVENUE CORP Court: COUNTY CLERK CIVIL INDEX, NEW YORK COUNTY Case Maher: 121385/1995 Description: PERSONAL INJURY: NO; PERSONAL DAMAGE: NO; EQUITABLE RELIEF: YES; PUBLIC ASSISTANCE: NO; MUNICIPALITY: NO Date Filed: 08/29/1995 Foe Informations Name: Type: Name: Type: INDEX PURCHASE FEE: YES; INDEX PURCHASE DATE: 08/29/1995; RJI PURCHASE FEE: YES; RJI PURCHASE DATE: 08/29/1995 PARTICIPANT INFORMATION J EPSTEIN i COMPANY INC PLAINTIFF EPSTEIN JEFFREY PLAINTIFF Names 457 MADISON AVENUE CORP 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. 7.00102 1 7 haps://web2.westlaw.com/print/princiiiiaNda2M01-94Watination=atp&sv=Split... 4/2t Diu/ EFTA00228097

Page 3 of 4 121385/1995 TYPti: Firm Names Firm Address: DEFENDANT ATTOIUITY INIFORNATION WACHTEL i MASYR L.L.P., LAW FIRM 110 EAST 59TH STREET - 27TH FL NEW YORK, NEW YORK 10022 Firm Phone: Status: ATTORNEY FOR: PLAINTIFF DOCKET PROCEEDINGS Date: 05/01/1996 09/22/1995 09/18/1995 Entry S. Description: Docket Entry: ORDER IAS PART 20 SE0002-DENIED Entry Last Updated: 10/30/1999 Date Docketed: Order Document for Later Delivery Docket Entry: ORDER IAS PART 20 RESOLVED SEO.0 001 Document Description: PROOF OP SERVICE: NO Entry Last Updated: 09/25/1995 Order Document for Later Delivery Docket Entry: ANSWER Entry Last Updated: 10/30/1999 Order Document for Later Delivery • 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. Page 2 Partys https://web2.westlaw.com/print/prictitireeN:agiSiathvagelliAtination=atp&sv=Split... 4/2PtPie8318 EFTA00228098

Page 4 of 4 121385/1995 08/29/1995 Docket Entry: SUMMONS AND COMPLAINT,MEMO OF LAW UNSIGNED ORDER TO SHOW CAUSE Document Description: PROOF OF SERVICE: NO Entry Last Updated: 08/31/1995 Order Document for Later Delivery TO ORDER COPIES OF ANY DOCUMENTS LISTED ABOVE, CALL WESTLAW COURTEXPRESS 1-877-DOC-RETR (1-877-362-7387) (Additional Charges Apply). END OF DOCUMENT c 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. Page 3 https://web2.westlaw.com/print/prigtineatkaiirtkWntitelnetination=atp&sv=Split... 4/214742 tf. 119 EFTA00228099

FOR PUBLICATION IN THE DISTRICT COURT OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS AND ST. JOHN FINANCIAL TRUST COMPANY, INC. JEFFREY E. EPSTEIN, AND ) ) ) Plaintiffs, v. ) ) ) Civ. No. 2002-108 ) CITIBANK, N.A. AND CITIGROUP, d/b/a "CITIGROUP," INC. ) ) ) Defendants. ) ) ATTORNEYS: Maria Tankenson Hodge, Esq. Hodge & Francois St. Thomas, U.S.V.I., For the plaintiffs, Gregory H. Hodges, Esq. Dudley, Topper and Feuerzeig, LLP St. Thomas, U.S.V.I. For the defendants. MEMORANDUM OPINION Moore, J. Defendants have moved to dismiss the second amended complaint for failure to meet Federal Rule of Civil Procedure 9(b)'s heightened pleading requirement for fraud and for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). I. Factual and Procedural History In their second amended complaint, Jeffrey E. Epstein and Case No. 08-80736-CV-MARRA P-000720 EFTA00228100

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 2 Financial Trust Company, Inc. ["FTC"] allege that Citibank, N.A. and Citigroup, Inc. [collectively "Citibank") misrepresented facts and fraudulently induced them to borrow $ 10 million to invest in a venture managed by AIG Global Investment Corporation ["AIG"] and anther $10 million to invest in a venture managed by Mass Mutual. The plaintiffs allege that the defendants failed to disclose information and negligently and fraudulently misrepresented facts concerning their relationship with AIG, that the plaintiffs detrimentally relied on these misrepresentations and omission, and that the defendants breached their fiduciary duty to the plaintiffs. The plaintiffs seek rescission of the promissory notes and punitive damages. Previously, I ruled that this court has personal jurisdiction over Citibank and Citigroup, venue in this court is proper under 28 U.S.C. § 1391(a), this case need not be transferred to New York, the amended complaint adequately states claims upon which relief may be granted under Federal Rule of Civil Procedure 12(b) (6) for the breach of fiduciary duty and negligent misrepresentation claims, and counts I, II, III and VI of the first amended complaint failed to meet Federal Rule of Civil Procedure 9(b)'s heightened pleading standard. I did, however, grant the plaintiffs leave to amend the complaint. Financial Trust Co. v. Citibank, 268 F. Supp.2d 561 (D.V.I. Case No. 08-80736-CV-MARRA P-000721 EFTA00228101

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 3 2003). II. LEGAL ANALYSIS A. Federal Rule of Civil Procedure 9(b) In order to state a viable fraud claim, Rule 9(b) requires a plaintiff to plead (1) a specific false representation or omission of material fact; (2) knowledge by the person who made it of its falsity; (3) ignorance of its falsity by the person to whom it was made; (4) the intention that it should be acted upon; and (5) that the plaintiff acted upon it to his damages." In re Rockfeller Ctr. Props., Inc., 311 F.3d 198, 215 (3d Cir. 2002). Courts should apply Rule 9(b) with some flexibility and should not require plaintiffs to plead issues that may have been concealed by the defendants. Rob v. City Investing Co. Liquidating Trust, 155 F.3d 644 (3d Cir. 1998). Although the rule does not require a recitation of "every material detail" of the alleged fraud, it does require "that plaintiffs support their allegations of fraud with all of the essential factual background that would accompany 'the first paragraph of any newspaper story' - that is the 'who, what, when, where and how' of the events at issue.'" In re Rockefeller Ctr. Props., Inc., 311 F.3d at 217 (quoting In re Burlington, 114 F.3d at 1422). However, the Third Circuit Court of Appeals has held that the "requirements of Rule 9(b) may be satisfied if the complaint describes the Case No. 08-80736-CV-MARRA P-000722 EFTA00228102

• Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 4 circumstances of the alleged fraud with 'precise allegations of date, time or place' or by using some means of 'injecting precision and some means of substantiation into their allegations of fraud.'" Board of Trustee of Teamsters Local 863 Pension Fund v. Foodtown, Inc., 296 F.3d 164, 173 n.10 (3d Cir. 2002) (internal citations omitted). Plaintiffs allege that false statements or statements where material facts were omitted were made pursuant to a course of conduct to fraudulently induce plaintiffs into a series of investments and related loans. Plaintiffs allege that Citibank's actions did not conform to the representations in the statements, that defendants were acting in plaintiffs' best interests. For example, it is alleged that in conversations between April 29, 1999 and May 2, 1999, Dayle Davison, a Vice President of Citibank in the Private Banking Division, called Epstein to introduce him to an "exceptional investment opportunity." (Compl. 9f 13.) In follow-up telephone conversations during that same two week period, Davison and her associates made additional specific representations about the AIG Investment, without disclosing Citibank and AIG's relationship. Davison also during that period represented that Citibank had "done their due diligence" and would remain actively involved in the deal. (Compl. ¶ 14.) In August 2001, in an effort to dissuade Epstein from seeking to Case No. 08-80736-CV-MARRA P-000723 EFTA00228103

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 5 remove AIG as the manager of the AIG Investment, John Purcell, a Citibank representative, told Jeffrey Schantz, a lawyer for Epstein, that Citibank was acting in Epstein's interests and that Epstein should trust Citibank rather than talk about actions which would run counter to Citibank's undisclosed interests. (Compl. 1 37.) These facts all allege that defendants failed to state or disclose "additional or qualifying information regarding" their relationship with AIG. These specific facts are enough to plead fraud with the particularity required by Rule 9(b). The plaintiffs have alleged that Davison, Epstein's primary contact at Citibank, made specific false representation and omissions of material facts of the relationship between AIG and Citibank in April and May of 1999. The complaint has also alleged that Davison, and others at Citibank, knew of the relationship between Citibank and AIG and that they knew Epstein was unaware of this relationship. Finally, as I had previously ruled, the complaint also alleges that Epstein acted upon this information and but for Citibank's actions he would not have been injured. The basic purpose of Rule 9(b) has been fulfilled - plaintiff has alleged enough information, including specific names and dates, to put Citibank on notice of the fraudulent actions it has alleged to have committed. Moreover, since some Case No. 08-80736-CV-MARRA P-000724 EFTA00228104

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 6 of the misrepresentations were alleged to be omissions, Rule 9 does not require specification of time, place, and nature of misrepresentation for these statements; rather, it requires only that the plaintiff identify the facts not communicated. See Golden Trade, S.R.L. v Jordache, 143 F.R.D. 504 (S.D.N.Y. 1992); Cottman Transmission Sys. Inc. v. Dubinsky, 95 F.R.D. 351, 353 (E.D. Pa. 1982)("Conduct which never occurred cannot be described with greater particularity other than to state that it did not occur.") The information contained in the second amended complaint is enough for counts I, II, III, and VI to survive this motion to dismiss for failure to plead fraud with particularity pursuant to Federal Rule of Civil Procedure 9(b). B. Federal Rol* of Civil Procedure 12(b)6) The defendants also argue that 12(b)(6) mandates dismissal of the complaint for failure to state a claim upon which relief can be granted. To the extent that plaintiffs are attempting to reargue their previous motion to dismiss, I reiterate my ruling that Virgin Islands law governs this case, that the complaint adequately alleges that the defendants' wrongful conduct caused the plaintiffs' loses, and that plaintiffs' claims of breach of fiduciary duty and negligent misrepresentation should not be dismissed. Financial Trust Co., 268 F. Supp. 2d at 576. The Case No. 08-80736-CV-MARRA P-000725 EFTA00228105

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 7 only claims left to be decided are the fraud claims. In order to state a claim for fraud, the plaintiff must prove "(1) a specific false representation of material fact; (2) knowledge by the person who made it that it was false; (3) ignorance of its falsity by the person to whom it was made; (4) the intention that it should be acted upon; and (5) that the plaintiff acted upon it to his damage.'" Financial Trust Co., 268 F. Supp.2d at 575 (quoting Shapirio v. UJB Fin. Corp., 964 F.2d 272, 284 (3d Cir. 1992)). The defendants base their argument that plaintiffs have failed to state a claim upon which relief can be granted for fraud on their allegation that the alleged omission of the relationship between AIG and defendants was disclosed and thus the "bespeaks caution" doctrine applies to the case. Under this theory, when some risks are disclosed in documents, the documents "bespeak caution" to the investor and the investor cannot later premise a fraud claim on the events of which he has been warned. Kline v. First Western Gov't Sec., Inc., 24 F.3d 480, 4289 (3d Cir. 1994). The defendants' claim that the Preliminary Offering Circular [the "pitch book"], which was allegedly given to Epstein, disclosed ongoing business relationships between Citibank and AIG and should invoke the "bespeaks caution" doctrine. Case No. 08-80736-CV-MARRA P-000726 EFTA00228106

Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 8 I have previously ruled that whether the "pitch book" referenced in the amended complaint is the document that plaintiffs rely on is a disputed fact that precludes a Rule 12(b)(6) dismissal. Financial Trust Co., 268 F. Supp. 2d at 572. Nothing in any of the briefs have convinced me that the parties do not dispute which pitch book Epstein received, what disclosures were made in any such pitch book, and whether those disclosures revealed the alleged conflict. As such, a ruling on the "bespeaks caution" doctrine is not appropriate at this juncture in the case because it involves deciding issues of disputed fact. Plaintiffs have alleged all necessary elements of fraud. They have alleged that defendants intentionally misrepresented material facts, through omissions and statements assuring the plaintiffs that they were acting in Epstein's personal best interest. They have also alleged that the person who made these misrepresentations, Davison, knew of the relationship between AIG and Citibank and that Epstein and FTC did not know of this relationship. Finally, plaintiffs have also alleged that "but for" defendants misleading statements and omissions, plaintiff would not have proceeded with their loan and investment programs and would not have suffered these damages. Plaintiffs have thus alleged enough information to survive a Rule 12(b)(6) motion on Case No. 08-80736-CV-MARRA P-000727 EFTA00228107

k Financial Trust Co. v. Citibank Civil No. 02-108 Memorandum Opinion Page 9 their fraud claims. C. The Mass .Mutual Investment Claims Although it is unclear from the second amended complaint which counts concern the Mass Mutual Fund, it is clear that at least some of the causes of actions allege that Citibank defrauded Epstein in relation to his loans and investment in the Mass Mutual Fund. Separately, defendants argue that the court should dismiss the claims alleging fraud relating to the Mass Mutual Fund for failure to plead fraud specifically under Rule 9(b) and failure to state a claim upon which relief can be granted under Rule 12(b)(6). The plaintiff's basic allegation is that "because of Defendants' false assurances and omissions of true statements concerning their relationship with AIG and the AIG Investment, Plaintiffs made the investment in the Mass Mutual Fund and suffered significant losses." (Compl. 1 65.) Defendants essentially argue that plaintiff's loans and investment in the AIG and Mass Mutual funds should be viewed as two separate transactions. This view, however, belies the alleged conduct of Citibank. The underlying conduct alleged in the second amended complaint is that Citibank fraudulently induced plaintiffs into believing they had a preferred relationship with Citibank where Citibank was acting in Epstein's best interest in all of their transactions, including investing Case No. 08-80736-CV-MARRA P-000728 EFTA00228108

, in the AIG and the Mass Mutual funds. Essentially, plaintiffs argue they were induced into a high stakes relationship with Citibank based on fraudulent statements and omissions, and but for these statements, they would not have enjoyed the type of relationship with Citibank to be in the position either for Citibank to present them an offer to loan them large sums of money to invest in the Mass Mutual fund or for plaintiff's to trust Citibank's investment advice. I believe that whether the underlying complained about conduct was two separate transactions or whether the conduct should be viewed as Citibank's relationship as a whole with Epstein is a matter of fact that goes to the issue of damages and is not appropriate for a Rule 12(b)(6) motion.' Therefore, I rule that the fraud claims should not be separated into two different types - AIG and Mass Mutual - and thus my previous analysis of the applicability of Rule 9(b) and Rule 12(b)(6) apply equally to all claims for damages alleged to occur because of Epstein's investments in the AIG and Mass Mutual funds. III. CONCLUSION For the foregoing reasons, I will deny defendants' motion to dismiss. This opinion is supported by the structure of the second amended complaint which does not differentiate the counts between the Mass Mutual and AIG funds as defendant attempts to do. Case No. 08-80736-CV-MARRA P-000729 EFTA00228109

I .• Financial Trust Co. Inc. I. Citibank Civ. No. 2002-108 Memorandum Opinion Page 11 ENTERED this 30th day of December, 2004. FOR THE COURT: /s/ Thomas K. Moore District Judge ATTEST: WILFREDO F. MORALES Clerk of the Court By: /s/ Deputy Clerk Copies to: Hon. Geoffrey W. Barnard Gregory H. Hodges, Esq. Maria Tankenson Hodge, Esq. Marshall H. Fishman, Esq. Kramer Levin Naftalis & Frankel LLP 919 Third Avenue, New York, NY 10022 Edward S. Feig, Esq. Arent, Fox, Klintner, Plotkin & Kahan, PLLC 1675 Broadway, 25th Floor New York, NY 10019-5874 Mrs. Jackson Brittany Nelson Case No. 08-80736-CV-MARRA P-000730 EFTA00228110

• • • Page 1 of 14 <DOCUMENT> <TYPE>SC 13D/A <SEQUENCE>1 <FILENAME>mm15-3106_scl3da33.txt <DESCRIPTION>AMEND NO.33 <TEXT> SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 33) LIMITED BRANDS, INC. (Name of Issuer) COMMON STOCK, 50.50 PAR VALUE 532716-10-7 (Title of class of securities) (CUSIP number) RAYMOND O. GIETZ, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (Name, address and telephone number of person authorized to receive notices and communications)' AUGUST 31, 2006 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box (_). <PAGE> CUSIP NO. 532716-10-7 <TABLE> 13D Page 2 http://www.sec.gov/Archives/edgar/datcM1%46ac815860F61mm8-3 106 sc 1 3da33.txt 134-gicqed7 EFTA00228111

. • <CAPTION> Page 2 of 14 <S> <C> NAME OF REPORTING PERSON: Leslie H. Wexner I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: 35,926,879 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 17,532,757 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 37,246,541 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 17,532,757 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 54,779,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.6% 14 TYPE OF REPORTING PERSON: IN </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 13D <TABLE> <CAPTION> Page 3 <s> CC> 1 NAME OF REPORTING PERSON: Abigail S. Wexner I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: hop://www.sec.gov/Archives/edgar/daath0§ ii ANA-PA GYI EtAnrn8-3106_scl3da33Axt 14/Math EFTA00228112

Page 3 of 14 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: SHARES BENEFICIALLY 8 SHARED VOTING POWER: 9,660,588 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,660,588 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,660,588 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4% 14 TYPE OF REPORTING PERSON: IN </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 4 <S> <C> 1 NAME OF REPORTING PERSON: Wexner Personal Holdings Corporati I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): • 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A http://www.sec.gov/Archives/edgar/da& 08/36 §a 41, I Mtnm8-3106_sel3da33.uct P4M9leth EFTA00228113

Page 4 of 14 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7 SOLE VOTING POWER: 4,892,608 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 4,892,608 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,892,608 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2% 14 TYPE OF REPORTING PERSON: CO </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 5 <S> <C> 1 NAME OF REPORTING PERSON: Foxcote One I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A S CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 4,147,373 http://www.sec.gov/Archives/edgadda&M ttie/860Whfai Ntnm8-3106_scl3da33.txt 47424227107 EFTA00228114

Page 5 of 14 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 4,147,373 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,147,373 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0% 14 TYPE OF REPORTING PERSON: OO </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 6 <5> <C> 1 NAME OF REPORTING PERSON: Foxcote Two I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: SHARES BENEFICIALLY OWNED BY 2,376,566 8 SHARED VOTING POWER: EACH 9 SOLE DISPOSITIVE POWER: 2,376,566 http://www.sec.gov/Archives/edgar/datiM *MOW)* Pa FotOmm8-3106_scl3da33.txt 11/24P2W7 EFTA00228115

Page 6 of 14 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,376,566 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.6% 14 TYPE OF REPORTING PERSON: 00 </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 7 <S> <C> <C> 1 NAME OF REPORTING PERSON: Trust 600 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: SHARES 3,300,568 BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: REPORTING 3,300,568 PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,300,568 http://www.sec.gov/Archives/edgar/datathb%/86A416-14 ttooffehring8-3106_scl3da33.txt Via* EFTA00228116

Page 7 of 14 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.8% 14 TYPE OF REPORTING PERSON: OO </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 8 <E> <C> 1 NAME OF REPORTING PERSON: R.H.R.E.I. Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 4,571,601 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 4,571,601 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,571,601 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2% http://www.sec.gov/Archivesiedgar/datCM1 NVtibeacklerV04 Ornm 8-3 106 sc 1 3da3 3.txt P4a9itith EFTA00228117

Page 8 of 14 14 TYPE OF REPORTING PERSON: 00 </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE> CUSIP No. 532716-10-7 <TABLE> <CAPTION> 13D Page 9 CS> <C> 1 NAME OF REPORTING PERSON: The Family Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 15,000,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 15,000,000 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 15,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.8% 14 TYPE OF REPORTING PERSON: 00 </TABLE> SEE INSTRUCTIONS BEFORE FILLING OUT! http://www.sec.gov/Archives/edgaddatc.MYIW3 ActIo*96- i .ioi: femm8-3106_sc13 da33. txt P4 d67 EFTA00228118

Page 9 of 14 <PAGE> This Amendment No. 33 amends the Schedule 13D dated June 25, 1985, as amended in certain respects by Amendments No. 1 through 32 thereto, and is filed by Leslie H. Wexner, for and on behalf of himself, Abigail S. Wexner, Wexner Personal Holdings Corporation, Foxcote One, Foxcote Two, Trust 600, the R.H.R.E.I. Trust, and The Family Trust (collectively, the "Purchasers"), with respect to the common stock, $0.50 par value per share (the "Common Stock"), of Limited Brands, Inc. (the "Company"). Item 5. Interest in Securities of the Issuer. (a) The responses of the Purchasers to Rows (11) through (13) of the cover pages of this Amendment No. 33 are incorporated herein by reference. As of August 31, 2006, after giving effect to the transactions disclosed in paragraph (c) below, the Purchasers beneficially owned the number shares of the Common Stock listed below, representing approximately the percentage of the outstanding shares of Common Stock set forth opposite such number (the outstanding shares of Common Stock, 396,270,652, being based on the number of shares outstanding as of May 25, 2006 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2006), as determined in accordance with Rule 13d-3. <TABLE> <CAPTION> Person Number of Shares Percent of Class <S> <C> <C> <C> <C> <C> <C> Leslie H. Wexner 54,779,298 (1)(3)(4)(5)(6)(7)(8) 13.6% Abigail S. Wexner 9,660,588 (2)(5) 2.4% Wexner Personal Holdings Corporation 4,892,608 (3) 1.2% Foxcote One 4,147,373 (4) 1.0% Foxcote Two 2,376,566 (5) 0.6% Trust 600 3,300,568 (6) 0.8% R.H.R.E.I. Trust 4,571,601 (7) 1.2% The Family Trust 15,000,000 (8) 3.8% </TABLE> (1) Includes: 1,319,662 shares held in Limited Brands Savings and Retirement Plan for Mr. wexner's account (as of July 31, 2006) over which Mr. Wexner exercises dispositive but not voting control; and 5,053,245 shares issuable within approximately 60 days upon exercise of outstanding options held by Mr. Wexner. Also includes 7,284,022 shares (including 8,702 shares issuable within approximately 60 days upon exercise of outstanding options) beneficially owned by Abigail S. Wexner, Mr. Wexner's wife, as to which Mr. Wexner may be deemed to share the power to vote and direct the disposition. (2) Includes 8,702 shares issuable within approximately 60 days upon exercise of outstanding options held by Mrs. Wexner. The power to vote or direct the disposition of the shares beneficially owned by Mrs. Wexner may be deemed to be shared with her husband, Leslie H. Wexner. Excludes 45,118,710 shares beneficially owned by Leslie H. Wexner, Mrs. Wexner's husband, as to which Mrs. Wexner disclaims beneficial ownership. http://www.sec.gov/Arch ivestedgaddat95161105ThitteogeO5RettiaNitihum8-3 1 06_sc 1 3da33.txt EFTA00228119

Page 10 of 14 10 <PAGE> (3) Power to vote or direct the disposition of the 4,892,608 shares held by Leslie H. Wexner as the sole stockholder, director and officer of Wexner Personal Holdings Corporation. (4) Power to vote or direct the disposition of the 4,147,373 shares held by Leslie H. Wexner as the sole trustee of Foxcote One. (5) Power to vote or direct the disposition of the 2,376,566 shares held by Foxcote Two may be deemed to be shared by its two trustees, Abigail S. Wexner and Leslie H. Wexner. (6) Power to vote or direct the disposition of the 3,300,568 shares held by Trust 600 may be deemed to be shared by Leslie H. Wexner and Jeffrey E. Epstein, who is the sole stockholder, director and president of the trustee. (7) Power to vote or direct the disposition of the 4,571,601 shares held by the R.H.R.E.I. Trust may be deemed to be shared by Leslie H. Wexner and Jeffrey E. Epstein, who is the sole stockholder, director and president of the trustee. (8) Power to vote or direct the disposition of the 15,000,000 shares held by Leslie H. Wexner as the sole trustee of The Family Trust. (b) The responses of the Purchasers to (i) Rows (7) through (10) of the cover pages of this Amendment No. 33 and (ii) Item 5(a) hereof are incorporated herein by reference. (c) Since the most recent filing on Schedule 13D, the Purchasers effected the following transactions in the Common Stock: <TABLE> <CAPTION> Person <S> Abigail S. Leslie H. Date of Amount of Price per Where Transaction Securities Share How Effe <C> <C> <C> <C> Wexner 8/1/06 754 shares $23.21 Wexner 8/17/06 48,539 shares n/a Abigail S. Wexner as a director of received from the fees in shares of Leslie H. Wexner, as the Chairman a Company, received shares from the C confer no voting may not be sold, automatically set equivalent number common stock of t March 31, 2008, s earlier forfeitur acceleration. http://www.sec.gov/Arc hi ves/edgar/datCM1WAINO*1-6100Nmm8-3106 sc 13 da33.txt x4 68'1 EFTA00228120

Page 11 of 14 Foxcote One 8/29/06 3,500,000 shares $25.00 Sale over-the-cou Foxcote One 8/31/06 1,010,625 shares $25.50 Sale over-the-cou Foxcote Two 8/31/06 508,739 shares $25.50 Sale over-the-cou </TABLE> (d), (e): Not Applicable 11 <PAGE> Item 7. Exhibit 1 <PAGE> Materials to be Filed as Exhibits. Joint Filing Agreement by and among Leslie H. Wexner, Abigail S. Wexner, Wexner Personal Holdings Corporation, Foxcote One, Foxcote Two, Trust 600, the R.H.R.E.I. Trust, and The Family Trust, dated August 31, 2006. 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 31, 2006 /s/ Leslie H. Wexner Leslie H. Wexner /s/ Abigail S. Wexner Abigail S. Wexner WEXNER PERSONAL HOLDINGS CORPORATION By: /s/ Leslie H. Wexner http://www. sec. gov/Arch ives/edgar/datgY61*50,04:51466M itemm8-3 1 06_sc 1 3 da3 3.txt PM:W*0 EFTA00228121

Page 12 of 14 Name: Leslie H. Wexner Title: President FOXCOTE ONE By: /s/ Leslie H. Wexner Leslie H. Wexner, Trustee FOXCOTE TWO By: /s/ Abigail S. Wexner Abigail S. Wexner, Trustee Trust 600 By: Financial Trust Company, Inc, as trustee By: /s/ Jeffrey E. Epstein Jeffrey E. Epstein, President R.H.R.E.I. Trust By: Financial Trust Company, Inc, as trustee By: /s/ Jeffrey E. Epstein Jeffrey E. Epstein, President <PAGE> 13 THE FAMILY TRUST By: /s/ Leslie H. Wexner Leslie H. Wexner, Trustee http://www.sec.gov/Archives/edgaddatgaM*965aRith&Mnm8-3106 scl3da33.ect Pandil EFTA00228122

Page 13 of 14 14 <PAGE> EXHIBIT INDEX Exhibit No. Exhibit 1 <PAGE> Joint Filing Agreement by and among Leslie H. Wexner, Abigail S. Wexner, Wexner Personal Holdings Corporation, Foxcote One, Foxcote Two, Trust 600, the R.H.R.E.I. Trust, and The Family Trust, dated August 31, 2006. 14 JOINT FILING AGREEMENT Exhibit 1 This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the common stock, par value $0.50 per share, of Limited Brands, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: August 31, 2006 /s/ Leslie H. Wexner Leslie H. Wexner /s/ Abigail S. Wexner Abigail S. Wexner WEXNER PERSONAL HOLDINGS CORPORATION http://www.sec.gov/Archives/edgar/datcia 1. :4 folio e4596-.iii: Vemm8-3106_scl3da33.txt P4N9 kid 7 EFTA00228123

k Page 14 of 14 By: /s/ Leslie H. Wexner Name: Leslie H. Wexner Title: President FOXCOTE ONE By: /s/ Leslie H. Wexner Leslie H. Wexner, Trustee FOXCOTE TWO By: /s/ Abigail S. Wexner Abigail S. Wexner, Trustee Trust 600 By: Financial Trust Company, Inc, as trustee By: /s/ Jeffrey E. Epstein Jeffrey E. Epstein, President <PAGE> R.H.R.E.I. Trust By: Financial Trust Company, Inc, as trustee By: /s/ Jeffrey E. Epstein Jeffrey E. Epstein, President THE FAMILY TRUST By: /s/ Leslie H. Wexner Leslie H. Wexner, Trustee </TEXT> </DOCUMENT> http://www.see.gov/Archives/edgaddatCMIN)5/MOISSF8Yi Ottim8-3106_sel3da33.txt Pan 7 EFTA00228124

MURKY WORLD OF CLINTON PAL (ex-42's a billionaire already?) To: Liz Hmmmmm.... http://www.pir.org/xelm/Jeffrey_E_Epstein.html EPSTEIN JEFFREY E • Council on Foreign Relations. Membership Roster. 2001 • Trilateral Commission. List of Members. 2002-01 (9) pages cited this search: 2 Order hard copy of these pages Show a social network diagram for this name Try another NameBase search Back to home page 21 posted on 10/20/2002 9:11:25 AM PDT by Brian Mosely ( Post Reply I Private Reply I To I I View Replies ] Page 4 of 9 To: Fracas; Brian Mosely; isthlsnkkcool; ben Wexner's royal connection (Circa 2001) Imagine Columbus Alive's surprise last week when Nigel Rosser, a British journalist and reported confidant of the royal family, contacted us to inquire about Prince Andrew's central Ohio connection. Rosser had read two award-winning Alive stories--"The Shapiro Murder File" and "Spook Air"--and wanted to chat about our own Leslie Wexner and his top aide, the mysterious Jeffrey E. Epstein. Rosser's article, published in the London Evening Standard on January 22, described Prince Andrew's recent behavior as "erratic" and "greatly upset[ing)" the royal family. The Prince has been so busy partying with his new American pals, even his ex-wife Fergie is complaining. Who's to blame for Andrew's failure to babysit for his daughters Beatrice and Eugenie, according to Rosser's article? None other than Ghislaine Maxwell, who has been spotted in the Prince's company at hotspots-of-the- rich-and-famous around the world. Ghislaine is the daughter of the infamous financier Robert Maxwell, who died after falling overboard from his yacht in 1991. The late tycoon's daughter fled Britain and now resides in Manhattan, where the Columbus connection emerges. Rosser reported that Ghislaine is a one-time partner of Epstein, "an immensely powerful New York property developer and financier." Other newspaper reports have described Epstein as everything from a concert pianist, corporate spy, math teacher, stockbroker, merchant banker, and globe-trotting businessman. He has steadfastly denied rumors of links to the Israeli Mossad. Maxwell denied similar connections just prior to his accident at sea. Whatever Epstein does, Rosser's article pointed out that he and Prince Andrew "now appear to have evolved a curious symbiotic relationship--whenever Ghislaine is seen with Andrew, Epstein is never far behind." Rosser cited an unnamed friend of the Prince saying that Andrew's a "very poor judge of character." Last May, Andrew went on a vacation with Epstein and Ghislaine in Florida. Rosser claimed he also attended a "hookers and pimps" Halloween party in New York with Ghislaine. http://www.freerepublic.com/focus/nevIsMN4906§11736-CV-MARRA alg916167 EFTA00228125

MURKY WORLD OF CLINTON PAL (ex-42's a billionaire already?) Page 5 of 9 Epstein "has a license to carry a concealed weapon, once claimed to have worked for the CIA—although he now denies it—and owns properties all over America," Rosser noted. When he's not globe-trotting, Epstein has the choice of many places to call home, including a fortress-like mansion in New Mexico, a $40 million New York townhouse, and the second most expensive residence in central Ohio. Of course, the mansion is located in New Albany, near his close friend and mentor, billionaire Wexner. "Epstein began working for Mr. Wexner in 1985 and by the late 1980s had become wealthy, through, among other things, handling his worldwide air freight concerns and his fabulous collection of art, which includes a $45 million Picasso," the Evening Standard reported. Epstein also serves as a trustee of the Columbus-based Wexner Foundation. "Ghislaine is now employed by Epstein as a 'consultant' at his elegant Madison Avenue offices. She stays at his house several nights a week and organizes his parties in New York," the Evening Standard reported. "She also acts as his interior designer and has sold property on his behalf. Ghislaine, it is said by friends, remains desperate to marry Epstein. He refuses, but enjoys the social stature that she can bring him." One friend of Andrew and Ghislaine told Rosser that "the whole Andrew thing is probably being done for Epstein. Epstein will not many her and it is incredibly likely she's doing it to keep in with him." Meanwhile, the article continued, Andrew has managed to meet a whole new crowd of people, including "sex entrepreneur Christine Drangsholt" on a trip with Epstein and Ghislaine to Mar A Largo. (Mar-A-Lago is Trump's Florida estate.) 22 posted on 10/20/2002 9:17:12 AM PDT by Liz [ Post Reply I Private Reply I To 161 View Replies To: lone What can I tell you it's at Harvard 23 posted on 10/20/2002 9:18:00 AM PDT by Liz [ Post Reply I Private Reply I To 191 View Replies ] To: Mol Heheheh. good one. 24 posted on 10/20/2002 9:18:33 AM PDT by Liz [ Post Reply I Private Reply I To 171 View Replies ] To: Liz; Alamo-Girl; Jim Robinson Adding Alamo Girl & Jim Rob to the "check it out" list. 25 posted on 10/20/2002 9:20:18 AM PDT by demklcker [ Post Reply 1 Private Reply I To 21 View Replies To: VRWC For Troth Everything his corrupt little heart desires 26 posted on 10/20/2002 9:21:13 AM PDT by Liz [ Post Reply I Private Reply I To 201 View Replies ] To: demklcker Hmmmm .... Thanks for the heads up! 27 posted on 10/20/2002 9:24:19 AM PDT by Alamo-Girl [ Post Reply I Private Reply I To 251 View Replies http://www.freerepublic.com/focus/neursr19184 ,:caq736-CV-MARRA OM* EFTA00228126

MURKY WORLD OF CLINTON PAL (ex-42's a billionaire already?) Page 6 of 9 To: bert He is a big time money launderer. And there you are. Just a highly paid bagman for people who don't want anything traced to them. 28 posted on 10/20/2002 9:27:58 AM PDT by sneakypete ( Post Reply I Private Reply I To 6 I View Replies ] To: bert Makes one wonder where that missing $1.2 trillon is. You remember, it was reported unaccounted for in March of 2001. 29 posted on 10/20/2002 9:49:00 AM PDT by raincoat [ Post Reply I Private Reply I To 6 I View Replies To: Liz ..Wonder how often he goes "overseas" to redeem the "stamps".... let us not forget that Vince Foster died doing this very job. 30 posted on 10/20/2002 9:53:46 AM PDT by bell [ Post Reply I Private Reply I To 14 I View Replies ] To: bert Poor Foster....guess he screwed up and didn't get top dollar, for the clique huh? 31 posted on 10/20/2002 9:56:28 AM PDT by Liz [ Post Reply I Private Reply I To 30 I View Replies ] To: Liz Ghislaine is the daughter of the infamous financier Robert Maxwell, who died after falling overboard from his yacht in 1991. "Falling overboard" is favorite method of death for many megabucks types. Either they commit suicide rather than facing some painful terminal illness or their "friends" dispatch them to the briny deep by alleged accident. Ghislaine may have had "friends" onboard when dear old dad met his untimely end. Could be a reason that Epstein doesn't want to many her and make her his heir apparent? Anyway, this pack of moral morons has probably bought Clinton cheap, just as the Chinese did when he was in office. They consider him a trophy and laugh at him behind his back while they make him wealthier than he was, but still a "two-bit millionaire," a poverty stricken homeboy by their standards. 32 posted on 10/20/2002 9:57:25 AM PDT by Poised Woman [ Post Reply I Private Reply I To 1 I View Replies ] To: sneakypete; ralsincane; Alamo-Girl; bert; Brian Mostly; VRWC For Truth; Mol Oh, this is good Leslie and Abigail Wexner are connectetd with Global X's Gary Winnick. Does that mean Terry McAwful is not far behind? http://www.freerepublic.comifocusinevis:9391164W36-CV-MARRA Pail%926d7 EFTA00228127

MURKY WORLD OF CLINTON PAL (ex-42's a billionaire already?) Page 7 of 9 33 posted on 10/20/2002 9:59:08 AM PDT by Liz [ Post Reply I Private Reply I To 28 I View Replies I To: Liz Interesting. At least before the Fox administration, no president of Mexico ever retired from his job with less than a billion dollars in overseas accounts. Can we imagine that clinton has less? He has had mob connections ever since he was a teenager in Hot Springs. He took a rakeoff from the Mena Airport drug smuggling operation while he was governor of Arkansas. More than a $100,000,000 went missing from that operation, and the word is that it was either taken by Noriega or clinton. Neither of them 'fessed up. My money is on clinton. While he was president, he had a major Florida drug smuggler working for him right in the White House, and several other drug smugglers who stayed in the Lincoln Bedroom for cash. It can be presumed that he took a rakeoff--maybe the usual 5 percent--from Columbian cocaine coming into the country through Cuba and Mexico. One of Vince Foster's jobs was to make runs between the White House and Swiss Banks. Plus that useful fellow who was dug up from Arlington Cemetery was his Ambassador to Switzerland. If clinton has less than a billion dollars squirreled away in Swiss accounts, then I'm a monkey's uncle. I should think 5 or 10 billion is more likely. Then why does he bother raising money by giving speeches and taking publishers' advances? Because he needs to have some cover to explain the stream of money that surrounds him. Besides which, he is a natural-born freeloader, who never hesitated a second to let someone else pick up the tab. 34 posted on 10/20/2002 10:06:45 AM PDT by Cicero [ Post Reply I Private Reply I To 1 I View Replies I To: Poised Woman Maxwell has the same MO as all of these telecom swindlers....Maxwell plundered the company's pension fund in order to enrich himself and sustain his exalted position. After his death, the courts ruled his sons (and daughter) dod not have to repay the penioners' stolen money. Ghislaine's "lifestyle" is at the expense of wage earners. How these creeps get away with this is disgusting. We the people can be said to be underwriting Denise Rich's lavish lifestyle since her ex-husband is the USA's biggest tax cheat and a world-renowned money launderer who paid DaKnees mega-bucks when he dumped her for another chick. 35 posted on 10/20/2002 10:13:13 AM PDT by Liz l Post Reply I Private Reply I To 32 I View Replies J To: Liz This guy's not just a good friend of Bubba's. If it's the same Jeffrey Epstein, he's quite a generous donor to some other Dems as well. Including some who are going to be very embarrassed if this guy is as sleazy as the Toons. 36 posted on 10/20/2002 10:23:55 AM PDT by manilla [ Post Reply I Private Reply I To 35 I View Replies ] To: Liz Some say that Epstein once quit his seat on the board of the Rockefeller Institute because he hates wearing a suit, supposedly telling a friend. "It feels like wearing a dress." http://www.freerepublic.corn/focustnevistinti64 1:1 841736-CV-MARRA EFTA00228128

MURKY WORLD OF CLINTON PAL (ex-42's a billionaire already?) As a Klintoon comrade, no doubt he'd know. Michael M. Bates: My Side of the Swamp 37 posted on 10/20/2002 10:28:24 AM PDT by mikeb704 [ Post Reply I Private Reply I To 1 I View Replies ] Page 8 of 9 To: Liz Thanks for the heads up! 38 posted on 10/20/2002 10:59:23 AM PDT by Alamo-Girl [ Post Reply I Private Reply I To 33 I View Replies ] To: Liz Does that mean Terry McAwful is not far behind? It doesn't matter. None of them will ever see one single day of jail time. The political elites have a "gentelmen's agreement". You don't pop OUR big guys,and we won't pop YOUR big guys." 39 posted on 10/20/2002 3:57:23 PM PDT by sneakypete [ Post Reply I Private Reply I To 33 I View Replies ] To: Liz ....Maxwell plundered the company's pension fund in order to enrich himself and sustain his exalted position. After his death. the courts ruled his sons (and daughter) dod not have to repay the penioners' stolen money. Absolutely fascinating. How did they do it? A big loophole in the law, apparently. Can you point me toward a good source that explains the legal maneuvering to get their mitts on the pension money? Are you an attorney? 40 posted on 10/21/2002 1:55:04 AM PDT by PoisedWoman [ Post Reply I Private Reply I To 35 I View Replies To: Poised Woman There's one or more good books on Maxwell and his dealings -you can get them at the library since they are probably OOP. In Nov a new book is coming out by Gordon Thomas entitled Robert Maxwell - Israeli Superspy. 41 posted on 10/21/2002 2:19:12 AM PDT by Liz [ Post Reply I Private Reply I To 40 I View Replies ] To: Cicero Then why does he bother raising money by giving speeches and taking publishers' advances? I suspect the offshore money can only be used in limited, but useful, ways. He needs "clean money" to spend in country (as if any money this scum touches can be said to be "clean".) 42 posted on 10/22/2002 7:57:31 PM PDT by The Duke [ Post Reply I Private Reply I To 34 I View Replies DIselahner Opinions posted on Free Republic are those of the individual posten and do not necessarily represent the opinion of Free Republic or its management All materials posted herein art protected by copyright law and the exemption for fair use of copyrighted works. Free Republic News/Activism http://www.freerepublic.com/focus/nevCs0792t649A5§06-CV-MARRA 11020607 EFTA00228129

EDGAR Filing Documents for 0001214659-06-001951 Page I of 1 SEC EDGAR Filing Information Form 3 -- Initial statement of beneficial ownership of securities Period of Report: 2006-09-27 SEC Accession No. Filing Date Changed: 2006-10-04 0001214659-06-001951 Documents: 1 Filing date: 2006-10-04 Accepted: 2006-10-04 10:39:44 Table of submitted documents: Seq Type Document Size Description 13 d92865f3_ex.html 1 3 d9286513_ex.xml 1506 0001214659-06-001951.txt 3443 Complete submission text file Filer Information: MOTIENT CORP (Issuer) (0000913665) IRS No.: 930976127 I State or lncorp : DE I Fiscal Year End: 1231 SIC: 4899 Communications Services, NEC Business Address 12010 SUNSET HILLS ROAD, 6TH FLOOR RESTON VA 20190 703.483.7806 Mailing Address 12010 SUNSET HILLS ROAD, 6TH FLOOR RESTON VA 20190 EPSTEIN JEFFREY (Reporting) (0001377141) Type: 3 I Ad: 34 I File No.: 000-23044 I Film No.: 061126995 Business Address 703-483-7806 Mailing Address ONE DISCOVERY SQUARE 12010 SUNSET HILLS ROAD, SUITE 600 RESTON VA 20190 http://www.sec.gov/Archives/edgar/datgfr 13/4 1980111-14-6Vateititiv000ll214659-06-001951-... li/2102107 EFTA00228130

SEC FORM 3 Page 1 of 1 SEC Form 3 FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant lo Section 18(a) of the Securities Exchange Act of 1934. Section 17(a) of the Public Utility Holding Company Act of 19350;5608On 30(h) of the Investment Company Act of 1940 OMB APPROVAL 0M8 Number Expires: 3235-0104 January 31. 2008 Estimated average burden hours pa response 0.5 • 1. Name and Atkins., of Reporting Person EPSTEIN JEFFREY __ _ (Last) (First) (Middle) ONE DISCOVERY SQUARE 12010 SUNSET HILLS ROAD, SUITE 600 2. Date of Event _ . . Hequiring Statement (Month/Day/Year) 09/27/2006 3. Issuer Name and Poker a Tracing Symbol MOTIENT CORP [ MNCP ] 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 5. If Amendment. Date of Original Fled (Month/Day/Year) Director 10% Owner X Officer (give Other (specify title below) below) General Counsel and Secretary 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Repotting X Person Form filed by Moro than One Reporting Person (Stree) RESTON VA 20190 Pen (Stale) (Zip) Table I - Non-Deriv rive Securities Beneficially Owned 1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Table II - Derive lye Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (In tr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5) Date Exercisable Expiration Date Title Amount or Number of Shares Explanation of Responses: No securities are beneficially owned. /s/ Jeffrey W. Epstein PeSign rscnature of Reporting Reminder. Report on a separate line for each class of securities beneficially owned directly or indvectty. ' If the form is filed by more than one reporting person, see Instruction 5 (b)t. " intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78f1(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of Information contained in this form are not required to respond unless the form displays a currently valid OMB Number. 09/28/2006 Date http://www.sec.gov/Archives/cdgar/datan /8601114g6bliffe&s1F345X02/d92865f3_ex... 7i).951)17 EFTA00228131

02/06/07 14:18 FAX 16618033419 - - .Case4:07-er-60827-WP13- Dom/merit-3 Ellteffd on FEBITCrocket 02/06/2007 Page ttSt35 UNTIED STATES DISTRICT COURT SOUTHERN DISTRICT OP FLORIDA Case No: 07 604)7.a aini,ts9a 5Cf / Ctkf7e • 21 USC 846 21 USC 841(aX1), (b)(1XD) and (bX2) 18 USC 2 21 USC 853 UNITED STATES OF AMERICA Plaintiff, vs. FRANK HERNANDEZ, AMADA HERNANDEZ, C & H WHOLESALE, LIFELINE PHARMACY, INC., EZ RX, LLC, STEVE MARHEE,I - •••. EMMANUEL ANTONIO" _ LAWRENCE D. PINKOFF, V - E.V.A. GLOBAL, INC., THEOPHILOS ANTONIOU,V - • TROPIC SPIRAL SYSTEMS INC., • PAUL WISEBERG, . HOWARD HELFANT, RX DIRECT PHARMACY, INC.. SERGE FRANCOIS,  _ . - . CONCEPT RX, INC., C., EDGAR CRUZ,1 THOMAS WALKER, EVERETT ECHOLS, M.D., HANNIBAL EDWARDS, M.D., and DAVID BARON, M.D., .5 Defendants. THE GRAND JURY CHARGES THAT: r Case No. 08-80736-CV-MARRA P-000752 EFTA00228132

02/05/07 14:15 PAZ 15018033419 a005 _ Case e:G7-cr-6002-7-WPD— Document Ertete-ColiTLED Docket 02/06/2007 Paget of 35 %DI `vid At all times relevant to this indictment: INTRODUCTION Internet Businesses 1. Defendant EMMANIJAI. ANTONIO was the principal operator and owner of E.V.A. Global, Inc., (E.V.A.) a company in the business of using the Internet to sell prescription drugs, that is pharmaceutical controlled and non-controlled substances for which a valid prescription is required for distribution. 2. Defendant Lawrence D. PINKOFF was a principal operator of E.V.A. GLOBAL, INC., a company in the business of using the Internet to sell prescription drugs, that is pharmaceutical controlled and non-controlled substances for which a valid prescription is required for distribution. 3. Defendant THEOPHILOS ANTONIOU was the principal operator and owner of TROPIC SPIRAL SYSTEMS, INC., a company in the business of providing and maintaining the computer software and Internet site used by E.V.A. GLOBAL to sell prescription drugs, that is pharmaceutical controlled and non-controlled substances for which a valid prescription is required for distribution. Medical Doctors 4. Defendant EVERETT ECHOLS was a medical doctor residing in North Carolina and licensed to practice medicine by the state of North Carolina. 5. Defendant HANNIBALEDWARDS was a medical doctor residing in California and licensed to practice medicine in California and Georgia 2 Case No. 08-80736-CV-MARRA P-000753 EFTA00228133

02/05/07 14:15 FAI 15518033419 005 Case (107-c.c.60027-01PD— Document 3-- Entered on F [SD Docket 02/06/2007 Page of 35 %we •NO 6. Defendant DAVID M. BARON was a medical doctor residing in Colorado and licensed to preen= medicine by the state of Colorado. Pharmacies 7. Defendants FRANK HERNANDEZ and AMADA HERNANDEZ were the principal operators and owners of C & H Wholesale, Inc., a company in the business of acting as a wholesale supplier of controlled substances to interact pharmacies for which a valid prescription is required for distribution. C & H WHOLESALE was located at 5400 South University Drive #407A, Davie, Florida. 8. Defendants FRANK HERNANDEZ and AMADA HERNANDEZ were the principal operators and owners of Lifeline Pharmacy, Inc., a company in the business of using the interns to sell prescription drugs. LIFELINE PHARMACY was located at 5400 South University Drive, IS 413, Date, Florida 9. Defendants FRANK HERNANDEZ and AMADA HERNANDEZ were the principal operators and owners of EZRX LLC, a company in the business of using the interact to sell prescription drugs. EZRX was located at 909A Rahway Avenue, Union; New Jersey. 10. Defendant Steven T. MARHEE was the Chief Financial Officer for C & H WHOLESALE, INC., a company in the business of using the Internet to sell prescription drugs. IL Defendant Edgar CRUZ was the pharmacy manageripharmacist at LIFELINE PHARMACY and at EZRX, companies in the business of using the internet to sell prescription drops 12. Defendant Thomas WALKER was the pharmacist at LIFELINE PHARMACY, a company in the business of using the internet to sell prescription drugs. 3 Case No. 08-80736-CV-MARRA P-000754 EFTA00228134

02/05/07 14:10 FAX 15018033419 -C 7 asir-C 07-sr-60027-WPI3— -Document-3- ErEntered on Tro 00 FISD cket 02/06/2007 Pagei of 35 13. Defendants PAUL WISEBERG and HOWARD HELFANT were the principal operators and owners of RX Direct Pharmacy, Inc. A company in tho business of using the internet to sell prescription drugs. RX DIRECT PHARMACY was located at 1020 NW 6th Street, Unit 1, Deerfield Beach, Florida. 14. Defendant SERGE FRANCOIS, is the principal operator and owner ofConcept RX, Inc, a company in the business of using the internet to sell prescription drugs, that is pharmaceutical controlled and non-controlled substances for which a valid prescription is required for distribution. CONCEPT RX was located at 1747 North University Drive, Plantation, Florida. COUNT I CONSPIRACY TO DISTRIBUTE AND POSSESS WITH THE INTENT TO DISTRIBUTE CONTROLLED SUBSTANCES 15. Between on or about May5, 2002, to on or about May 19,2004, in Broward County, in the Southern District of Florida, and elsewhere, the defendants, FRANK HERNANDEZ, AMADA HERNANDEZ, C & H WHOLESALE, LIFELINE PHARMACY, INC., EZ RX, LLC, STEVE MARHEE, EMMANUEL ANTONIO, LAWRENCE D. PINKOFF, E.V.A. GLOBAL, INC., THEOPH1LOS ANTONIOU, TROPIC SPIRAL SYSTEMS, INC., PAUL WISEBERG, HOWARD HELFANT, RX DIRECT PHARMACY, INC., SERGE FRANCOIS, CONCEPT RX, INC., EDGAR CRUZ, THOMAS WALKER, 4 Case No. 08-80736-CV-MARRA P-000755 EFTA00228135

02/00/07 14:10 FAX 15018033410 . Case-0:07-cr-60027-WPB —Bocamerrt3 - EntErbdTtn-FLSITDocket 02/06/2007 Pagetg 35 %.59 • EVEtRETT ECHOLS, MD., HANNIBAL EDWARDS, M.D., and DAVID BARON, M.D., did knowingly and intentionally combine, conspire, confederate and agree with each other and with persons known and unknown to the Grand Jury to distribute a controlled substance, that is Schedule III and Schedule IV controlled substances, in violation of Title 21, United States Code, Sections 841(aXl), (bX IXD) and (b)(2)- Pursuant to Title 21, United States Code, Section 841(bX1)(D) and 841(bX2), it is Anther alleged that the substances were as follows: PHARMACY DRUG SCHEDULE NUMBER OF PRESCRIPTIONS NUMBER OF DOSAGE UNITS Lifeline Pharmacy, Inc. Phendimctrazine (also known as Bo il) Ill 1,982 155,370 Lifeline Pharmacy, Inc. Phentermine IV 10,031 635,300 I i &lift; Pharmacy, Inc. Diethylproplon IV 822 57,330 Lifeline Phannacy, Inc. Zaleplon IV 248 7,560 Lifeline Pharmacy, Inc. Modafmil IV 423 16,620 Lifeline Pharmacy Zolpidern Tartrate IV 2,877 145,140 Lifeline Pharmacy, Inc. Benzphetamine M 927 74,430 Lifeline Pharmacy, Inc. Sibutramine Hydrochloride mo IV 417 21,330 5 Case No. 08-80736-CV-MARRA P-000756 EFTA00228136

01/06/07 14:10 PAZ 11018011410 -• • 4ase4+07-er-60027-WPD— Doccrmenr3 -EhtelTd on FL-SD Docket 02/06/2007 Paget735 PHARMACY DRUG SCHEDULE NUMBER OF PRESCRIPTIONS NUMBER OF DOSAGE UNITS EZRX LLC Phendimetrazine (also /mownas Board') III 197 15,510 EZRX LLC Phantermine IV 10,460 778,610 EZRX LLC Diethytpropion IV 1,495 105,210 EZRX LLC Zaleplon IV 498 15,390 EZRX LLC Modafinil IV 2 60 BMX LLC Zolpidern Tartrate iv 4,747 242,550 BMX LLC Benspbetamine M 876 71,070 EZRX LLC Sibutraminc Hydrochloride nionohydrate IV 1,069 59,790 RX Direct Pharmacy, Inc. Phendimetrazine (also known as Bontril) III 898 80,079 RX Direct Pharmacy, Inc. Phentermine N 64,777 5,193,450 RX Direct Pharmacy, Inc. Dieihylpropion IV 1,554 109,860 RX Direct Pharmacy, Inc. Zaleplon IV 426 13,170 RX Direct Pharmacy, Inc. Clonazepam IV 295 63,840 RX Direct Pharmacy, In Modafinfi IV 685 27,330 RX Direct Pharmacy, Inc. Zolpidero Tartrate IV 5,611 285,630 RX Direct Pharmacy, Inc. Bemzphetamine Ill 1,253 100,650 6 Case No. 08-80736-CV-MARRA P-000757 EFTA00228137

02/08/07 14:16 FAX 16616033419 lik010 Case 0:47-cr-60024-Wf'D —Docirmenr3- Frit ecl7i n FTSD Docket 02/06/2007. Page 7 of 35 PHARMACY DRUG SCHEDULE NUMBER OF PRESCRIPTIONS NUMBER OF DOSAGE UNITS RX Direct Pharmacy, Inc. Sibutramine Hydrochloride monohydrate IV 752 40,830 Concept RX, Inc. Phendimetrazine (also known as Bontril) ra 184 14,250 Concept RX, Inc Phentermine IV 8,585 671,910 Concept RX, Inc Benzphentamine III ... 50 4,170 Concept RX, Inc Diethylpropion IV 40 2,910 Concept RX, Inc Sibutramine Hydrochloride monohydrate IV 1 30 Concept RX, Inc Modafinil IV 2 60 Concept RX, Inc Zolpidem Tartrate IV 10 450 All in violation of Title 21, United States Code, Section 846. COUNTS 2 THROUGH la DISTRIBUTION OF CONTROLLED SUBSTANCES 16. On or about the dates enumerated as to each count, in Broward County, in the Southern District of Florida, and elsewhere, the defendants enumerated as to each count did knowingly and intentionally distribute controlled substances, in violation of Title 21, United States Code, Section 841(a)(1). 7 Case No. 08-80736-CV-MARRA P-000758 EFTA00228138

02/05/07 14:10 FAS 15018033419 Case 0:07-cr-60027-WPD • Document 3-- EnTeratolTFCSID Docket 02/06/2007 Page $0cY35 COUNT DATE DEFENDANTS CONTROLLED SUBSTANCE SCHEDULE AMOUNT 2 July 1l, 2003 EMMANUAL ANTONIO, LAWRENCE D. P1NKOFF, THEOPHLU3S ANTONIOU, E.Y.A. GLOBAL, TROPIC SPIRAL SYSTEMS. INC., SERGE FRANCOIS, and CONCEPT RX, INC. PHENDIMETRAZLNE (also known as Bontil) m 90, 105 Dig capsules 3 July 11, 2003 EMMANUAL ANTONIO, LAWRENCE D. PINKOFF, THEOPHILOS ANTONIOU E.V.A. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., SERGE FRANCOIS. and CONCEPT RX, INC. PHENDLMETRAZNE (also known as Donal) ru 90, 105 mg capsulcs 4 July 11, 2003 EMMANUAL ANTONIO, LAWRENCE D. PINKOFF, THEOPHILOS ANTONLOU, E.VA. GLOBAL, TROPIC SPIRAL SYSTEMS, LNC., SERGE FRANCOIS, and CONCEPT RX, INC. PHENDIMETRAZINE (also known as Board) ID 90, 105 mg capsu.es 5 Ally 22, 2003 EMMANUAL ANTONIO, LAWRENCE D. PINKOFF, THEOPHILOS ANTONIOU, E.V.A. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., FRANK HERNANDEZ, AMADA HERNANDEZ LIFELINE PHARMACY, INC., STEVE MARHEE, EDGAR CRUZ, THOMAS WALKER, and HANNIBAL EDWARDS, MD PHENDIMETRAZLNE (also /mown as B9321:60 III 90, 105 mg capsules 8 Case No. 08-80736-CV-MARRA P-000759 EFTA00228139

02/08/07 14:10 PAZ 18010033410 012 - Case4k07-er-60927-WPD—Docament-3— E61e7fforiagri Docket 02/06/2007 Pagei of 35 COUNT DATE DEFENDANTS CCIMIWILED SUBSTANCE SCHEDULE AMOUNT 6 Ally 22, 2003 1131MANUAL ANTONIO, LAWRENCE IX PINKOFF, THBOPHILOS ANTONIOU, II.V.A. GLOBAL, TROPIC SPIRAL SYSTEMS. INC., FRANK HERNANDEZ. AMADA HERNANDEZ, LIFELINE PHARMACY, INC., STEVE MARILEE, EDGAR CRUZ, sad THOMAS WALKER, H METPJ‘ZINE (mo o as Bantu) III 90, 105 mg capsules 7 July 22, 2003 EMMANUAL ANTONIO, LAWRENCE D. PINICOFF, THEOPHILOS ANTONIOU, E.VA. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., FRANK HERNANDEZ, AMADA HERNANDEZ, LIFELINE PHARMACY, a, .SPINE walla EDGAR CRUZ, THOMAS WALKER, sad HANNIBAL EDWARDS. MD PHENDIMETRAZENE (also ben as B=1) m 90, 105 mg =mita 8 November 12, 2003 PHEND11/03114AZINB ( Bont also Imovm as ril) HI 90. 105 ag capsules EMMANUAL ANTONIO, LAWRENCE D. P1NKOFF. THEOPHILOS ANTONIOU, EVA_ GLOBAL, TROPIC SPIRAL SYSTEMS, INC, FRANK EERNANDEZ, AMADA HERNANDEZ, az RX. ILC, STEVE MART EE, EDGAR CRUZ, 44 HANNIBAL EDWARDS, MD 9 Case No. 08-80736-CV-MARRA P-000760 EFTA00228140

02/08/07 14:18 FAX 16618033419 It 013 — Gese•CH*7-cr=6r00Z- 6002 Datment 3 -ETIter d on FLED Docket 02/06/2007 Page 10 of 35 COUNT DATE DEFENDANTS CONTROLLED SUBSTANCE SCHEDULE AMOUNT 9 November 24, 2003 EMMANUAL ANTONIO, LAWRENCE D. PLNKOFF, THEOPMLOS ANTONIOU, B.VA. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., PAUL WISEBERG, HOWARD ICELFANT, RX DIRECT PHARMACY, INC „ and EVERETT ECHOLS, MD PHENTERMLNE IV 3?..r.,4%, r 90, W rag- , capsules 10 March 4, 2004 EMMANUAL ANTONIO, LAWRENCE D. PINKOFF, THEOPMLOS ANTONIOU, EVERETT ECHOLS, MD PAUL WISEBERG, HOWARD HELFA.NT, E.V.A. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., and RXDIRECT PHARMACY, INC. PHENTERMTNE IV 90, 37.5 mg tablets March 4, 2004 EMMAAN'UAL ANTONIO, LAWRENCE D. PLNKOFF, THEOPMLOS ANTONIOU, EVERETT ECHOLS,MD PAUL WISEBERG, HOWARD HELFANT, B.V.A. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., and RXDIRECT PHARMACY, INC. ZOLPEDERM TARTRATE (also known as nmb{eo) IV 30, 10 mg 11 tablets 12 April 8, 2004 EMMANUAL ANTONIO, LAWRENCE D. PINKOFF, THEOPHILOS ANTONIOU, EVERETT ECHOLS, PAUL WISEBERG, HOWARD HELFANT, E.VA. GLOBAL, TROPIC SPIRAL SYSTEMS, INC., and RXDIRECT PHARMACY. INC. STBUTRAMINE HYDROCHLORIDE MONOHYDRATE (also known as Maidia) ry 30, 10 mg tablet/ 10 Case No. 08-80736-CV-MARRA P-000761 EFTA00228141

02/08/07 14:10 PAI 11018033419 014 of Case 0-fr7-a15002777VPD— DocVmerin - Entered on FLSD Docket 02/06/2007 Page 35 hit All in violation of Title 21, United States Code, Section 841(a)(1), (b)(1)(D) and (b)(2), and Title 18, United States Code, Section 2. CRIMINAL FORFEITURE 17. The allegations of Counts 1 through 12, of this Indictment are realleged and by this reference fully incorporated herein for the purpose of alleging forfeitures to the United States of America of certain property in which one or more of the defendants has an interest, pursuant to the provisions of Title 21, United States Code, Section 853. 18. Upon conviction of any of the violations alleged in Counts 1 through 12, defendants shall forfeit to the United States any property constituting or derived from any proceeds which the defendants obtained, directly or indirectly, as the result of such violations, and any property which the defendant used or intended to be used in any manner or part to commit or to facilitate the commission of such violations including but not limited to the following: A. The Sum of $5,340,000.00 B. United States Currency as follows: 1) $225,078.38 2) $91,887.57 3) If the property described above as being subject to forfeiture, as a result of any act or omission of the defendant, a) cannot be located upon the exercise of due diligence; b) has been transferred or sold to, or deposited with a third person; c) has been placed beyor.d the jurisdiction of the Court; 11 Case No. 08-80736-CV-MARRA P-000762 EFTA00228142

02/05/07 14:17 PA/ 13616033419 -Case-0:07-er 60@-27-WPB Documer11-3 EritetWonTISD Docket 02/06/2007 Page 12 of 35 %991 .4410 d) has been substantially diminished in value; or e) has been commingled with other property which cannot be subdivided without difficulty; it is the intent of the United States, pursuant to Title 21, United States Code. Section 853(p) to seek forfeiture of any other property of the defendant up to the value of the above forfeitable property and, in addition, to require the defendant to return any such property to the jurisdiction of the court for seizure and forfeiture. An pursuant to Title 21, United States Code, Section 853. A TRUE BILL ASSISTANT UNITED STATES ATTORNEY 12 FORIXERSON Case No. 08-80736-CV-MARRA P-000763 EFTA00228143

02/05/07 14:17 PAZ 18015033419 %cue Gase'0437-cr, 6002-7=11Per - -DcrumenT3—EnWed on FLSD Docket 02106/2007 Page 13 of 35 kb/ UNITED STATES DISTRICT COURT SOUTHERN DISTRICT ioag OF FLORIDA "1'- O7 ean fr ioi b l iebe UNITED STATES OF AMERICA CASE NO. 6404Q - Zfecs • CERTIFICATE CF TRIAL ATT FRANK HERNANDEZ, et. al. Defendant. Superseding Case Information: Court Division: (sac ote) New Defendant(s) Number of Now Defendants Miami Key West Total number of counts P71. FTP I do hereby certify that 1. I have carefully considered the allegatons of the indictment. the number of defendants, the number of probable witnesses and the legal complexities of the Indictmentinfoimation attached hereto. 2. I am aware that the Information supplied on this statement will be relied upon by the Judges of this Court in setting their calendars and scheduling criminal trials under the mandate of the Speedy Trial Act, Title 28 U.S.C. Section 3181. 3. Interpreter (Yes or No) _ftLa_ List language andior dtalect Fngti.h 4. This case will take —IS_ days for the parties to try. 5. Please check appropriate category and type of offense listed below: (eve' twits.) caws tey owe I 0 to 5 days Petty II 6 to 10 days Minor III 11 to 20 days _x__ MLsdem. I 21 to BO days 61 days end over Felony _X_ 6. Has this case been previously filed in this District Court? (Yes or No) ...No-- If yes: Judge: Case No. (Attach copy of discos:bye order) Has a complaint been flied In this matter? if yes: (Yes or No) Mn— Magistrate Case No. Nana Related Miscellaneous numbers: Defendant(s) In federal custody as of Defendant(s) in state custody as of .Nn Ruin 20 from tne District of Yes n1.45M-Snesat (1447rIoNsemenat (14.4711.Tivrre A CIA-4777.Totrac Nn Is this a potential death penalty case? (Yes or No) 7. Does this case originate from a matter pending In the U.S. Attorneys Office prior to Apni 1, 2003? — Yes )- No 8. Does this case originate from a matter pending in the U. S. Attorneys Office prior to Apnl 1, 1999? Yes -X. No If yes, was It pending In the Central Region? Yes x— No 9. to Octooer 14, 2003? Yes Does this case originate from a matterpondIng in the Northern Region of U.S. Attorney's Office pner h No 10. Does this case originate from a matter pending Its the Narcotics Section (Miami) prior to May 18,2003? Yes —X— No 'Penalty Sheet(s) attached ASSISTANT UNIT ED STATES ATTORNEY Fla. Bar No. 0739472 REV III 41",4 Case No. 08-80736-CV-MARRA I'-000764 EFTA00228144

02/01/07 14:17 FAX 10018033410 017 _ • Case-0:07-sr-60027-WPD -Document-3 "EnteretfonTLST) Docket 02/06/2007 Page 14 of 35 %so UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA PENALTY SHEET Defendant's Name: FRANK HERNANDEZ Case No: a7- 40477-a-sain; Count #: 1 21 U S C. 4841(a)(1). (bY11(D) and 21 U.S.C. 6841(bW21 *Max. Penalty: up to 5 years imprisonment; up to 5250,000.00 Fine; Supervised release of at least 2 years but not more than 3 yeats Counts #: 5 - 8 21 U.S.C. 6841(aX11. (1)(1)(1)1 and (b12)pd 18 U.S.C. 62 *Max. Penalty: up to 5 years imprisonment; up to 5250.000.00 Fine; Supervised release of at least 2 years but not more than 3 years Count 0: *Max. Penalty: Count 0: *Max. Penalty: d'Refers only to possible term of incarceration, does not include possible fines, regatta:1ov, special assessments, parole tents, or forfeitures that may be applicable. Case No. 08-80736-CV-MARRA P-000765 EFTA00228145

02/01/07 14:17 PAX 18110033410 01$ _ SaSe11:07-a-60O27-44/PO —Decument-3- EntgrecThrThat Docket 02/06/2007 Page 15 of 35 %•0 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA pFelALTY SHEET Defendant's Name: AMADA HERNANDEZ Case No: 07- loan a -an ;Oh airsoffrAdret Count #: 1 21 U.S.C. 6841(0(11. (b)(11(falud 21 U.S.C. 48410,1(21 *Max. Penalty: up to 5 years imprisonment up to $250,000.00 Fine; Supervised release of at least 2 years but not more than 3 years Counts ft: 5 - 8 21 U.S.C. 4841(aVp. (b1(11(D1 and Nal andl&p.S.C. 62 *Max. Penalty: up to 5 years imprisonment up to $250,000.00 Fine; Supervised release of at least 2 years but not more than 3 years Count #: *Max. Penalty: Count #: *Max. Penalty: *Refers only to possible term of incarceradon, does not include possible fines, restitution, special assessments, parole terms, or forfeitures that may be applicable. Case No. 08-80736-CV-MARRA P-000766 EFTA00228146