•12/30/J003_i9j 12 FAX 646 428 1979 US SECURITIES & COMM 1^1002/022

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UNITED STATES DISTRICT COURT Si 1 * A , /) . /O ,SOUTHERN DISTRICT OF NEW YORK ^/^U„ /yU/CU'O^ri^ ^>C^^U -SECURITIES AND EXCHANGE C0"hfflP€!,fSsr^ '^ ^

<^ct.r

OPULENTICAjLLC,ZARRAR SHEIKH, andNASSER A. DAWOUD,

Defend:

-and-

SAIMASHAHZADIReliefDefendant

03 Civ. 10165 (RJH)

eiowJAN 0 5 2004

CHAMBERS OFRICHAROJ.HOLWELL

U.S.DJ.

PARTIAL FINAL JUDGMENT ON CONSENTAS TO DEFENDANT NASSER A. DAWOUD

WHEREAS, onDecember 23,2003, PlaintiffSecurities and Exchange Commission

CCommission") filed acomplaint seeking injunctive and other reliefCComplaint"), charging,

inter alia, Defendant Nasser A. Dawoud ("Dawoud") with violating Sections 5(a), 5(c), and

17(a) ofthe Securities Actof 1933 ("Securities Act"), l*U.S.C. §77e(a), 15 U.S-C §77e(c),

and 15 U.S.C. §77q(a), and Section 10(b) ofthe Securities Exchange Actof 1934 ("Exchange

Act"), 15 U.S.C. §78j(b), and Rule 10b-5 thereunder, 17 C.F.R. §240.10b-5;

WHEREAS, onDecember 23,2003, theCommission also filed amotion for emergency

relief, inter alia: (a) preliminarily enjoining Dawoud from violating Sections 5(a), 5(c), and

17(a) oftheSecurities Act, 15 U.S.C. §§ 77e(a), 77e(c), and §77q(a), Section 10(b) ofthe

Exchange Act, 15 U.S.C. §78j(b), and Rule 10b-5 thereunder, 17 C.FR. §240.10b-S;

(b) freezing the assets of Dawoud; (c) directing Dawoud to immediately provide asworn

accounting; (d) prohibiting Dawoud from destroying, altering, concealing of documents; (e)

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12/30/2003,19:12 FAX 646 428 1979 U5_SEC_URITIES & COMM ®003/022

directing Dawoud to repatriate to the territory ofthe United States ofAmerica, no later than

forty-eight (48) hours any monies and assets held outside ofthe United States and to: (i) deposit

those monies and assets into the Registry ofthe Court; and (ii) concurrently file with the Court

and serve on the Commission by facsimile service and overnight courier adescription ofall

monies and assets so repatriated; and (f) allowing the Commission totake expedited discovery;

WHEREAS, onDecember 23,2003, the Court issued the order to show cause sought by

the Commission ("Order toShow Cause")and, pending determination ofthe Commission's

motion for apreliminary injunction and other relief; and asmore fully set forth therein: (a)II

temporary restrained Dawoud from violating the [foregoing the provisions ofthe provisions ofthe

federal securities laws; (b) froze Dawoud's assets; (c) directed Dawoud toprovide a sworn

accounting; (d) prohibited the destruction, alteration orconcealment ofdocuments; (e) directed

Dawoud to repatriate tothe territory ofthe United States ofAmerica, no later than forty-eigihti

(48) hours, any monies and assets held outside ofthe United States and to: (i) deposit those

monies and assets into the Registry ofthe Court; and (ii) concurrentlyfile with the Courtand

serve ontheCommission by facsimile andovernight maila description of allmonies andassetsiII

sorepatriated; and (f)allowed expedited discovery;

WHEREAS, on December 24,2003, Dawoudwas duly and properly servedwith ai

i

summons and theComplaint, theOrder toShow!Cause, the Memorandum ofLaw inSupport ofi

the Commission's Motionfor Temporary Restraining Order,Preliminary Injunction, Asseti

Freeze, andOther Reliefandall papers in support of theCommission's Motion;i

i

WHEREAS, on December26,2003, Dawoud was dulyandproperlyserved witha

document request and subpoena commanding him toappear for deposition and simultaneously to

12/0U/2UU3 iy:i2 VAJL 040 428 iy7H US SKCUKlTlh'S & C'OMM 10 004/022

! r

produce documents at 9:00 am on December 29,| 2003 at the Commission's Northeast RegionalOffice, 233 Broadway, Sixth Floor, New York, New York 10279;

WHEREAS, this Court has jurisdiction over the subject matter ofthis action and over

Dawoud, and venue properly lies in thisDistrict; and

WHEREAS, on December 30,2003, Dawoud executed the annexed Consent Of

Defendant Nasser A. Dawoud ("Consent") and Authorization Of Defendant Nasser A. Dawoud

("Authorization"), which are incorporated herein;

NOW THEREFORE,

I.

IT IS HEREBY ORDERED, ADJUDGED,ANDDECREED that Dawoud, his agents,

servants, employees, attorneys, assigns, and all persons in active concert or participation with

them who receive actual notice of this Partial Final Judgment On Consent As To Nasser A.

Dawoud ("Partial Final Judgment") by personal service or otherwise be andhereby are

permanently enjoined and restrained from violating Sections 5(a) and 5(c) of theSecurities Act,

15 U.S.C. § 77e, directly or indirectly, in the absence of any applicable exemption:

(1) unlessa registration is in effectas to a security, makinguse of any meansor

instruments of transportationor communication in interstate commerce or of the

mails to sell any security throughithe use or medium of any prospectus ori

otherwise; or

(2) making useof anymeans or iristruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy, through the use

or medium of any prospectus or otherwise,any security, unless a registration

statement has been filed with Commission as to such security, or while the

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1Z/W/2VV3 ,1»:12 FAX 848 428 1879 US SECURITIES & COMM 1^)005/022

registration statement is the subject ofarefusal order or stop order or (prior to the

effective date ofthe registration statement) any public proceeding orexamination

underSection8 ofthe Securities Act, 15 U.S.C. § 77(h).

1IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, Dawoud, his

agents, servants, employees, attorneys, assigns, and all persons in active concert or participation

with them who receive actual notice ofthis Partial Final Judgment bypersonal service or

otherwise, be and hereby are permanently enjoined and restrained from violating Section 17(a) of

theSecurities Act, 15 U.S.C. §77q(a), inthe offer orsale ofany security by the use ofany

means orinstruments oftransportation or communication ininterstate commerce orby use ofthei

mails, directly or indirectly, to:

(1) employ anydevice scheme, artifice to defraud;i

(2) obtain money orproperty bymeans ofany untrue statement ofamaterial fact or

any omission of a material fact necessary in order to make the statements made, in

lightofthe circumstances under which theywere made, notmisleading; or

(3) engage in any transaction, practice, orcourse ofbusiness, which operates orwouldi

operate as a fraud or deceit upon anypurchaser.

III.j

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Dawoud, his

agents, servants, employees, attorneys, assigns, and allpersons in active concert orparticipation

with them who receive actualnotice ofthis Partial Final Judgment by personal service or

otherwise, be and herebyarepermanently enjoined andrestrained from violating, directly or

indirectly, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), andRule 10b-5 thereunder, 17

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12/30/2003 19:12 FAX 646 426 1979 US SECURITIES & COMM 14006/022

C.F.R §240.10b-5, by using any means or instrumentality ofinterstate commerce, or ofthe

mails, or ofany fecility ofany national securities exchange, in connection with the purchase or

sale ofany security, to:

(1) employ any device, scheme, orartifice to defraud;

(2) make any untrue statement ofamaterial fact or omit or to state amaterial fact

necessary inorder tomake the statements made, inthe light ofthe circumstances

underwhichtheywere made, not misleading; or

(3) engage in any act, practice, or course ofbusiness, which operates orwould

operate as a fraud or deceit uponanyperson.

IV.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that,pending

resolution ofthis action, Dawoud, and each ofhis financial and brokerage institutions, officers,

agents, servants, employees, and attorneys-in-fact, and those persons inactive conceit or

participation with him who receive actual notice ofthis Partial Final Judgment by personal

service orotherwise, and each of them, hold and retain within their control, and otherwise

prevent, any withdrawal, transfer, pledge, encumbrance, assignment, dissipation, concealment or

other disposal ofany assets, funds, orother property (inchiding money, real orpersonal property,

securities, commodities, choses inaction, or other property ofanykind whatsoever) of,held by,

orunder their control, whether heldin anyoftheirnames orforany of theirdirect orindirect

beneficial interest wherever situated, and directing each ofthe financial or brokerage institutions,

debtors andbailees, or anyother person orentity holding such assets, funds or otherproperty of

Dawoud to hold or retain within its control and prohibit the withdrawal, removal, transfer or

otherdisposal of anysuchassets, funds orotherproperties.

12/30/2003 19:13 FAX 646 426 1979 US SECURITIES & COMM ®007/022

V.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, Dawoud shall file

with this Court and serve upon the Commission by 5:00 p.m. on January 2,2004, averified

written accounting, signed under penalty ofperjury, which discloses and sets form all of

Dawoud's:

(1) assets, liabilities and property currently held, directly or indirectly, by or for the

benefit ofDawoud, including, without limitation, bank accounts, brokerage

accounts, investments, business interests, loans, lines ofcredit, and real and

person property wherever situated, describing each asset and liability, its current

location and amount;

(2) money, property, assets, and income received byDawoud at any time from May

21,2002 through the date of suchaccounting, describing the sources, amount,

disposition, andcurrent location ofeach ofthe items listed;

(3) thenames andlastknown addresses ofbailees, debtors, andotherpersons and

entities that are currentlyholding the assets, funds or property ofDawoud; and

(4) assets, funds, securities, andreal or personalpropertyreceivedby Dawoud, or any

personcontrolled by them,from persons whoprovided moneyto Dawoud in

connection with the offer, purchase or sale ofsecurities ofDefendant Opulentica,

LLC ("Opulentica'*) from May 21,2002 to the date ofthe accounting, and the

disposition ofsuch assets, funds, securities, real or personal property.

VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pending a final

disposition ofthis action,Dawoudand anypersonor entityacting at his directionor on his

12/30/2003 19:13 FAX 646 426 1979 US SECURITIES & COMM ©006/022

behalf, are enjoined and restrained from destroying, altering, concealing, or otherwise

improperly interfering with the access ofthe Commission to any and all documents, books, andrecords that are in the possession, custody or control ofDawoud, his officers, agents, employees,

servants, accountants, financial or brokerage institutions, or attorneys-in-fact, that refer, reflect or

relate to the allegations in the Complaint, includingwithout limitation, documents, books and

records referring, reflecting orrelating to the finances ofDawoud, Defendants Opulentica and

Zarrar Sheikh ("Sheikh") and ReliefDefendant Saima Shahzadi ("Shahzadi"), and the business

operations, offer, purchase or sale ofsecurities ofDefendant Opulentica or any ofits affiliates

andthe use ofproceedstherefrom.

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREEDthat, Dawoud and any

person or entity acting at his direction or on his behalf, shall execute the Authorization of

Defendant Dawoud annexed herein,which statesthat Dawoudauthorizes "Habib Bank, Limited

torepatriate all monies and assets that were transferred from any financial institution inthe

United StatesofAmerica to HabibBank, Limited for the deposit into Account Number 27546-1 •

orany other accounts and safe deposit boxes that are held, maintained, orcontrolled by Dawoud,

Defendant Opulentica and Sheikh, ReliefDefendant Shahzadi, Mohammed Shoaib Ashiq, and

anyoftheir agents, servants, employees, attorneys, assigns, and persons in active concert or

participation" by December 30,2003. Upon therepatriation ofanyfunds ofHabib Bank,

Limited,ifany,Dawoud shall filewith the Court and serveon the Commission by facsimile and

overnight mail a description ofallmonies and assets sorepatriated andproduce anyor all

financial records relating to the transfer ofthosemonies and assets to the Commission.

12/30/2003 19:13 FAX 646 428 1979 US SECURITIES & COMM ©009/022

vra.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, Dawoud shall

produce to the Commission by 5:00 pjn. on January 2,2004, copies ofall documents responsiveto the document request the Commission, pursuant to Federal Rules ofCivil Procedure ("Fed. R.

Civ. P.") 26 and 34, served upon Dawoud on December 26,2003 (including without limitation,

any and all documents concerning assets, liabilities, monies, securities, real or personal property,

income, expenditures or other transfers, regardless ofthe amount ofany ofthe foregoing, ofor

to, Dawoud, his agents, servants, employees, attorneys, assigns, and all persons inactive concert

or participation with them, financial statements, bank statements, brokerage statements, trading

statements, judgments, liens, settlement agreements, sworn statements, deeds, trust agreements,

and personal, trust orbusiness income tax returns and gift tax returns (whether local, state,

federal or foreign)).

DC

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Dawoud and any

person or entity acting at his direction or on his behalf shall produce to the Commissionby 5:00

p.m. on January2,2004, documentsand all other evidence demonstrating that Dawoud: (i)

directed the "Weekly Pakistan News", "Pakistan Post", and any other publications in or outside

the United States ofAmerica, with whom Dawoud, Defendants Opulentica and Sheikh and

RehefDefendant Shahzadi entered into an agreement or maintained an account at, to cease

printing, distributingor circulating all advertisements relating to Defendant Opulentica; (ii)

directed any web page hosts, web server hosts, domainname registrars, and domain

administrators in or outside the United States ofAmerica, with whom Dawoud, Defendants

Opulentica and Sheikh and RehefDefendant Shahzadientered into an agreement or maintained

12/30/2003 19:13 FAX 648 426 1979 US SECURITIES & COMH ®011/022

fc

have had to contest any ofthe allegations ofme Complaint in this action. In accordance with

such waiver, the Court shall consider the allegations ofthe Complaint in this action to be true for

purposes ofdetermining the specific amount that Dawoud is required to disgorge. Payment ofthe amount required pursuant to this paragraph ofthe Partial Final Judgment shall be made as

follows:

A. Dawoud shall pay the full amount ofdisgorgement, plus prejudgment and post-

judgment interest by cashier's check, certified check or postal money order payable to the "Clerk

oftheCourt -Southem DistrictofNew York" atthe United States District Court for the Southern

District ofNew York, 500 Pearl Street, New York, New York 10007, under cover ofa letter that

y^ identifies Dawoud as adefendant and the name and civil action number ofthis litigation. The

disgorgement, prejudgment and post-judgment interest to be paid pursuant to this paragraph shall

bedeposited into aninterest-bearing money market account with the Court Registry Investment

System ("CRIS Account"). Interest earned on the funds inthe CRIS Account shall be credited to

the CRIS Account and shall thereafterbe treated in the same manner as principal. Further, funds

in the CRISAccount shall be held until furtherorder ofthe Court, and shall be disbursed in

accordance with a plan of equitable distribution tovictims ofDawoud, Defendants Opulentica

andSheikh, andReliefDefendant Shahzadi, or, anyotherplanofdisbursement to be submitted

bytheCommission andapproved bytheCourt Innoevent shall any portion ofthe account be

returned to Dawoud or to the other defendants and reliefdefendant in this action or their

relatives, agents,principals, successors or assigns.

B. Simultaneously, withmaking anypayment pursuant to subparagraph A above,

Dawoud shall transmit copies ofthe cashier'scheck, certified check or postalmoney order, front

andback, as well as anyaccompanying correspondence, to JamesK. Hanson, U.S.Securities and

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Exchange Commission, Northeast Regional Office, 233 Broadway. New York, New York10279. Such transmission shallbe made under cover ofaletter that identifies the defendant, the

name and civil action number ofthe htigation, the name ofthis Court and the Commission case

number "NY-7211-A."

XL

ITISFURTHER ORDERED, ADJUDGED, AND DECREED that Dawoud shall pay

acivil penalty, pursuant to Section 20(d) ofthe Securities Act, 15 U.S.C. §77t(d) and Section

21(d)(3) ofthe Exchange Act, 15 U.S.C. §78u(d)(3), in an amount to be determined by the Court

and upon application ofthe Commission. For purposes ofthe Court's determination ofthe civil

penalty amount to be paid by Dawoud, Dawoud has waived any right he may have had to contest

any ofthe allegations ofthe Complaint in this action. In accordance with such waiver, the Court

shall consider the allegations ofthe Complaint inthis action tobetrue for purposes of

deteraiining the amount ofthe civil penalty that Dawoud isrequired to pay. Dawoud shall pay

the civil penalty at asuch time astheCourt directs and inthefollowing manner:

A. Dawoud shall paythefull amount of the civil penalty ordered bytheCourt to the

United States Treasury bycashier's check, certified check orpostal money order payable tothe

•"United States Treasury." The payment shall betransmitted totheComptroller, U.S. Securities

and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-

B. Simultaneously, withmaking anypayment pursuant to subparagraph A above,

Dawoud shall transmit copies ofthecashier's check, certified check orpostal money order, front

and back, aswell asanyaccompanying correspondence, to James K.Hanson, U.S. Securities and

Exchange Commission, Northeast Regional Office, 233 Broadway, New York, New York

10279. Such transmission shall be made under cover ofa letter that identifies the defendant, the

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12/30/2003 1,9:14 FAX 646 426 Jj>79_ US SECURITIES & COMM ©013/022

name and civil action number ofthe litigation, the name ofthis Court and the Commission case

number "NY-7211-A."

XII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, until Dawoud

makes full payment ofall amounts that he isordered or shall beordered to pay pursuant to

paragraphs VII, X, XI ofthis Partial Final Judgment, discovery as to Dawoud, pursuant to Fed.

R. Civ. Pro. 26,30,33, 34,36, and 45 shall proceed without the requirement ofameeting

pursuant to Fed. R. Civ. Pro. 26(f) and shall be expedited, such that the Commission may.

A. take depositions, subject tothree (3) days* notice by facsimile service or

otherwise;

B. obtain theproduction of documents, within three (3)days from service by

fecsimile service or otherwise of a request or subpoena, from Dawoud or any

other person or entities, including non-party witnesses;

C. obtain otherdiscovery from Dawoud, including further interrogatories and

requests for admission, within three (3) days from the date ofservice byfacsimile

andotherwise ofsuchotherdiscovery requests, interrogatories, or requests for

admission;

D. service of any discovery request, notices, orsubpoenas may bemade bypersonal

service, facsimile, overnight courier, or firstclass mail; and

E. sendee ofany documents pursuant tosubsections Athrough D,above, shall be

effected uponserviceto counsel.

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XH1.

U IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall

retain jurisdiction ofthis matter for all purposes, including, but not hmited to, implementing

and enforcing die terms and conditions ofthis Partial Final Judgment.

XIV.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the annexed

Consent and Anthorization isincorporated inthis Partial Final Judgment with the same force

andeffectas iffullyset forthherein.

XV.

IT IS FURTHER ORDERED thatthis Order shallbe, andis binding on Dawoud and

each ofhis officers, agents, servants, employees and attomeys-in-fact, and those persons in

active concert orparticipation with them who receive actual notice ofthis Order bypersonal

service or otherwise, pursuant to Fed.R. Civ. P. 65(d).

XVI.

IT IS FURTHER ORDERED, ADJUDGED,AND DECREED that, therebeingno

just reason for delay, the Clerk ofthe Court is,and ishereby, directed to enter this Partial Final

Judgment forthwith pursuant toFed. R. Civ. Pro. 54(b).

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12/30/2003 1,9:14 FAX 646 426 1919 US SECURITIES & COMM @015/022

rONSENT OF DEFENDANT NASSER A. DAWOUD

1. Defendant Nasser A. Dawoud ("Dawoud"), having being folly apprised ofhis

rights, having had the opportunity to confer with counsel (Mina Kennedy, Esq., Cohen, Frankel

&Ruggiero, LLP, appearing), having read and understood Ihe terms ofthe annexed Partial

Final Judgment On Consent As To Defendant Nasser A. Dawoud ("Partial Final

Judgment") and the Anthorization Of Defendant Nasser A. Dawoud ("Authorization"),

having been served with asummons and the Complaint ("Complaint") ofPlaintiff Securities and

Exchange Commission ("Commission") inthis action, having appeared and admittedthe

jurisdiction ofthis Court over him and the subject matter ofthis action, having waived the entry

of findings of fact and conclusions of law pursuant Rule 52 ofthe Federal Rules ofCivil

Procedure ("Fed. R Civ. P."), without further notice, trial or argument and without admitting or

denying the allegations contained inthe Complaint (except as tojurisdiction, which are

admitted), consents to the entry ofthe Partial Final Judgment.

2. Dawoud agrees that theConsent Of Defendant Nasser A. Dawoud ("Consent")

shall beincorporated by reference in and made part ofthePartial Final Judgment and

Authorization tobepresented totheCourt for signature, filing, and entry contemporaneously

herewith.

3. Dawoudwaives anyrighthe mayhaveto: (a) appeal from the Partial Final

Judgment; (b) contest any oftheallegations ofthe Complaint inthis action for purposes ofthe

Court's determination ofthe amount of ill-gotten gainsthat Dawoudshallbe ordered to disgorge

pursuant toparagraph X ofthe Partial Final Judgment; or(c) contest any ofthe allegations of

theComplaint that Dawoud shall be ordered to pay pursuant to paragraph XI ofthe Partial Final

Judgment

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4. Dawoud acknowledges that awillful violation ofany oftheterms or provisions of

the Partial Final Judgment may place him in contempt ofthe Court and subject him to civil or

criminal sanctions.

5. Dawoud acknowledges that heentered into the Consent knowingly and

voluntarily, and that the Consent and Partial Final Judgment embody the entire understanding

of, and agreement by, Dawoud and the Commission. Dawoud further acknowledges that this

proceeding, and his consent to the entry ofthe Partial Final Judgment are for the purpose of

resolving this action only, and that no threat, promise, offer, or inducement ofany kind has been

made by the Commission orbyany member, officer, attorney, agent, or representative thereof,

with regard to: (a) this action, that isnot explicitly stated inthe Partial Final Judgment and,

Consent; (b) any administrative proceeding brought or tobebrought before theCommission

involving thePartial Final Judgment orthe facts underlying this action; (c) any other

Commissioncivil action or administrative proceeding not involvingthe facts underlying this

civilaction; (d)anyadministrative, civil, orcriminal liability arising from the facts underlying

this civil action in anyaction or proceeding brought orto be brought by anythird party, other

agency or law enforcement authority; or(e) immunity from any such administrative, civil, or

criminal action or proceeding.

6. Dawoud acknowledges that he hasbeen informed andunderstands that the

Commission, at its sole andexclusive discretion, may havereferred or granted ormay in the

future refer orgrant access tothis action, orany information orevidence gathered in connection

therewith orderived therefrom, to anyperson orentity having appropriate administrative, civil,

orcriminal jurisdiction orauthority, ifthe Commission has not already done so.

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7. Dawoud acknowledges that the Consent to the entry ofthe Partial Final

Judgment is for the purpose ofresolving this civil action only, in conformity with the provisions

of17 CJ.R. §202.5(f), and does not resolve, extend to, affect or preclude any other proceeding

which maybe brought against him by any criminal authority. Dawoud waives any right he may

have to assert that under the Double Jeopardy Clause ofthe United States Constitution, any relief

consented to or imposed in this action, including the imposition ofany remedy or civil penalty

herein, bars any criminal action, or that any criminal action bars the rehef consented to inthis

action.

8. . Dawoud acknowledges that mailing bypersonal service, first class mail facsimile

or overnight courier tohis counsel shall bedeemed personal service for all correspondence,

service, and notices as toany matter related tothe Partial Final Judgment and Consent, unless

Dawoud advisesthe Commissionotherwise by letteraddressed to James K. Hanson, U.S.

Securities and Exchange Commission, Northeast Regional Office, 233 Broadway, New York,

New York 10279.

9. Dawoud acknowledges to complywith the Commission*s policy "not to permita

defendant orrespondent to consent toajudgment or order that imposes asanction while denying

the allegations inthe complaint or order for proceedings." (17 C.F.R. §202.5(e)). In

compliance with this policy, Dawoud acknowledges and agrees: (i) not totake any action orto

make orpermit tobemade any public statement denying, directly orindirectly, any allegation in

theComplaint orcreating the impression that the Complaint iswithout factual basis; and (ii) that

upon the filing oftheConsent, Dawoud waives the filing of any papers inthis action tothe

extent that theydenyanyallegation in theComplaint. If Dawoud breaches theConsent, the

Commission may petition the Court to vacate the Partial Final Judgment andrestore this action

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to its active docket Nothing in this provision affects Dawoud's: (a) testimonial obligations; or

(b) right to take legal positions in litigation in which me Commission is not aparty.

10. Inconnection with this action and any related judicial oradministrative

proceeding or investigation commenced by the Commission or to which the Commission is a

party, Dawoud: (a) agrees to appear and be interviewed by Commission staffat such times and

places as the staffrequests upon reasonable notice; (b) agrees that his counsel is authorized to

accept service by personal delivery, first class mail, facsimile service or overnight courier of

notices orsubpoenas issued by the Commission for documents or testimony at depositions,

hearings, or trials, or in connection with any related investigation by the Commission staff; (c)

with respect to such notices and subpoenas, waives the territorial limits on service contained in

Fed. R. Civ. P. 45 and any applicable local rules, provided that theparty requestmg thetestimony

reimburses Dawoud's travel, lodging, andsubsistence expenses atthethen-prevailing U.S.

Government perdiem rates; and (d) consents topersonal jurisdiction over Dawoud inany United

StatesDistrict Courtforpurposes of enforcing anysuch subpoenas.

11. Dawoud willnot oppose theenforcement ofthe PartialFinalJudgment on the

ground, if any exists, that it fails tocomply with Fed. R. Civ. P.65(d) and hereby waives any

objection based thereon.

12. Dawoud hereby waives anyrightsundertheEqual Access to Justice Act,the

Small Business Regulatory Enforcement Fairness Act of 1996, oranyother provision of law to

pursue reimbursement ofattorney's fees orother fees, expenses, orcosts expended by him to

defend agamst this action. Forthese purposes, Dawoud agrees thathe isnottheprevailing party

in this action since the parties have reached a good faith settlement

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12/30/2003_J£ll4 FAX 646 426 1979 US SECURITIES & COMM ©019/022

13. Dawoud waives service ofthe Partial Final Judgment and agrees that entry of

the Partial Final Judgment by the Court and filing with the Clerk ofthe Court will constitute

notice to Dawoud ofits terms and conditions. Dawoud further agrees to provide the

Commission, within thirty (30) days after the Partial Final Judgment is filed with the Clerk of

the Court, with an affidavit or declaration stating that Dawoud has received and read acopy of

the Partial Final Judgment

14. Dawoud acknowledges that the Court shall retain jurisdiction ofthis matter for all

purposes, including the implementation, modification and enforcement ofthe Partial Final

Judgment.

15. Dawoudfurther agrees that the annexed PartialFinal Judgment maybe

presented bytheCommission totheCourt for signature and entry without further notice and

delay.

Approved as to E

Mina Kennedy; Esq.(^henTFramcel &Ruggiero, LLP2^VesVstreet, Suite 1200New York, New York 10007(212)732-0002

Defendant Nasser A. Dawoud

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12/30/2003 19:14 FAX 646 426 1979

STATE OFNEWYORK

COUNTY OFNEWYORK

US SECURITIES & COMM

)) ss.:

)

©020/022

On this 30 day ofDecember 2003, before me personally appeared Defendant NasserA. Dawoud, to me known to>e-me person who executed the foregoing Consent OfDefendantNasser A* Dawond.

Date:

~,.JEDY.ESQ.NotariUBuhHc, State of New York

IDNumber 02KE6094009Qualified in Queens County

Commission Expires June 16,2007

JG.«<*o% 0tt^9>1^

New York, New York

SO ORDERED:

EUCHARD J. HOLWELLRICHARDUNITED STATES DISTRICT COURT JUDGE

r

«-gSSSS!2Sff

19

'12/30/2003 19;15 FAX 646 428 1979 US SECURITIES & COMH

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

SECURITIES ANDEXCHANGE COMMISSION,

Plaintiff,

- against -

OPULENTICA, LLC,ZARRAR SHEIKH, andNASSER A. DAWOUD,

Defendants,

-and-

SAIMA SHAHZADIRelief Defendant.

©021/022

03 Civ. 10165 (RJH)

ATTTHnyTZATION OF DEFENDANTNASSER A. DAWOUD

1. DefendantNasser A. Dawoud("Dawoud"), havingbeing fully apprised ofhis

rights, having had theopportunity to confer withlegal counsel (Mina J. Kennedy, Esq., Cohen,

Frankel & Ruggiero, LLP, appearing), having read and understood the termsand conditions of

the Authorization of Defendant Nasser A. Dawoud ("Authorization"), hereby knowingly and

voluntarily consents to the terms and conditions set forth herein.

2. To comply with the Partial Final Judgment On Consent of Defendant Nasser

A. Dawoud, Dawoud authorizes Habib Bank, Limited to repatriate all monies and assets that

were transferred by Dawoud and Defendant Opulentica from any financial institution in the

United States ofAmerica to Habib Bank, Limited for the deposit into Accoiuit Number 27546-1

or any other accounts and safe deposit boxes that areheld, maintained, or controlled by Dawoud,

Defendants Opulentica andSheikh,Relief Defendant Shahzadi, Mohammed Shoaib Ashiq, and

•12/30/2003 19:15 FAX 646 428 1079 US SECURITIES & COMH 2)022/022

any oftheir agents, servants, employees, attorneys, assigns, and persons in active concert or

participation.

Approvedas to Form

MmaKemjgfiy^Esq.Coteirfraukel & Ruggiero, LLParfVeseyStreet, Suite 1200fewYork, New York 10007(212)732-0002 *

STATE OF NEW YORK

COUNTY OF NEW YORK

)) ss.

)

Defendant Nasser A. Dawoud

On this TO day of December 2003, before me personally appeared Defendant NasserA. Dawoud, to me knowa-te^e the person who executed the foregoing Consent OfDefendantNasser A. Dawoudv

5NA KENNEDY. ESQ.i&tarv PuBfic. State of NewYork

OualKed inQueens CountyCommission Expires June 16,2007

Date: DenenroW __, 2003 -New York, New York

SO ORDERED:

RICHARD J. HOLWELLUNITED STATES DISTRICT COURT JUDGE

ONTBBDOCBBTONa vr.TvT*. Lj^EPiA