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Jonathan Albert Allaby

8/11/00

Torn Between Two Lovers, Feeling Like A Fool

I'm torn between two lovers, feeling like a fool. Loving both of them (Netpond and Netsurprise, two leading webmaster resource centers) is breaking all the rules.

At 12:05 PM, I got a phone call from Sykk Boy and Anthony at Netpond.

Anthony, Netpond's Chief Operating Officer (COO): "Luke, we saw on Adultnetsurprise.com that you're going to be doing a radio show Tuesday nights with Dokk. You can't do a show for both of us. You'll have to choose.

"You'll notice that they don't spam or promote on our boards because we told them that we don't want it on our boards."

Anthony: "Luke, this goes way back. Don't you remember getting an email from me about Kaiser and all that bulls---?"

Luke: "I never got it."

Anthony: "Well, I sent you one detailed how we got f---ed over. Do you know the full story about Netsurprise and Netpond?"

Luke: "No."

Anthony: "FM came to Nick@Ilynx and said he wanted 49% of Netpond for f--- all. For a war chest to play against YNOT, because SexTracker just took YNOT over."

Luke: I wasn't aware of the intensity of the feelings between Netpond and Netsurprise. That I had agreed to do a show for Netsurprise on Tuesday nights came across as a supreme act of disloyalty to my friends at Netpond, who'd taken a chance on me two months ago and given me my first internet radio show. Though my dealings with the people at Netpond have always been positive and cordial, when forced to choose between the two sides, I had to go with Ron Levi and Netsurprise as I have a 30-month relationship with him. But What Would Jesus Do?

Jesus writes on Netpond: Luke, You're a bigger whore than the porn chicks your loins ache for. You can't have a show on every webbastard radio station. Netpond was first to give you a shot. Alll these webbastard places are compettors. Dance with the girl who brung ya Luke. But if somebody offers you money or a box of Slim Jims go there. Which would make you a whore all over again.

Luke, I am glad that you have sought my counsel after so many years even though I see the smirky face when you utter my name. Why Luke have you forsaken me for the Jews? A summer home in the Hamptons perhaps is your ultimate goal? Tickets to Streisand's Farewell Concert? Free Laser K surgery? Tori Spelling? Winon Ryder? Shoshana Lonstein? The need to be universally reviled to reinforce your feelings of superiority? WHAT IS IT LUKE? YOU OWE ME THAT.

XXX (a source close to Netpond): "Nick refused FM's [Ron Levi] offer because it would've taken a majority vote away from him. So then FM opened up Netsurprise and took with him Kaiser, who at the time was the Chief Operating Officer of Netpond. Kaiser started talking to the other employees at Netpond about moving to Netsurprise. The day that Kaiser and company (Kheh, John Hilton) left to go to Netsurprise, the whole staff was supposed to go with Kaiser to Ron Levi's operation. But Anthony had quit Kaiser because he couldn't get along with him.

"Everybody, including Rowdy and Jack, were supposed to leave Netpond high and dry. It was a power play. Ron Levi made an approach to everyone at Netpond, offering to double their salary, but only two of them left. John Hilton was a blow. He does beautiful art work. Kaiser did not collect invoices for advertising for six months at Netpond. We had to infuse money every month from the parent company Whitaker.

"When Anthony took over a COO, Netpond was in arrears over $250,000. Because no one got invoiced.

"Netpond is the number one resource center. Netsurprise is not even a close 12th."

Luke: "I read Netpond regularly and that's about it."

XXX: "Nobody reads Netsurprise. It is the same ten people, all Netsurprise employees, who talk to each other. Netpond has the webmaster traffic. It allows free expression. But it can't do anything that coincides with Netsurprise and Albumside etc... There's very bad blood between the two... Though on the last auction to raise money to help kids, the Netponders put the bad blood aside to go on Albumside and raise money for a good cause. Netpond gave away a $60,000 package.

"Luke, you can't attack Netpond's business and the way Netponders feed their families, then there's a big problem.

"When Ron Levi first opened up Netsurprise, it was a carbon copy of Netpond, down to the third level domain names. Then he slowly changed it around so it doesn't look anything like Netpond."

Luke: "Does Ron Levi own it in conjunction with Joe Elkind?"

XXX: "Yeah, in exchange for some undisclosed sum."

Luke: "Didn't Joe stiff Netpond for advertising?"

XXX: "Yeah, but Netpond got around it and Joe is once again advertising on Netpond."

Commando writes on Netpond: l-keford you really need to get a life or a real job... the internet is a big forum, you havent a clue to the reputations that your toying with or slandering Just some freindly advice watch your back mate...

YYY webmaster: "Go with Ron Levi, Luke. You'll get a bigger webmaster audience. You will get the power players. They have a much better technical operation. It is high end. And DOKK is the best person with this stuff. He's the best techie and a sharp nice guy. He has all the webmasters attention. Him and Ron together are a great team.

"This is the time for you to step up and get in front of the audience you've always wanted to get in front of... You'll have a ball with the radio show and stop covering the video porn business altogether you'll become so enthralled with the internet. It's fascinating. The more you get into it. As you get to know all the personalities. When you go to the next trade show, and you meet many of your sources, you will say wow. This 21-year old kid makes $10 million a year? If DOKK offers you a show, you have to take that.

"Netpond technology sucks. And their webmaster base is mainly newbies who don't know what's up. Whereas Dokk and Ron are successful and attract successful people...

"The problem is that Netpond and Ron Levi and JoeE hate each other so you'll have to choose... They're direct competitors."

Shawn, a source close to Netpond: "There is no rivalry between Netsurprise and Netpond. Netsurprise does not compete... If there is a rivalry, it is Netpond against itself, trying to make Netpond2 (Anthony) better than Netpond1, when Kaiser ran it.

"If you go to Netsurprise, you'll immediately lose half your audience. FM (Ron Levi) now has a board that he has to pump garbage traffic into to get his figures up. Their sponsors will tell you that they get no clicks from AdultNetsurprise.com. Go read their board. Every person posting there is a member of the staff. They're paid to post. There's nobody there. It's a ghosttown.

"If you get Fantasy Man stoned enough and get him off the record, he'll say, f---, I wish I hadn't started it. Nick, Netpond owner, has pissed off fewer people than FM has.

"You [Luke] want to have one leg in each camp, with your dick dangling in the water. It won't work."

Nick@Ilynx (Jonathan Albert Allaby) own[ed] Netpond.

Nick: "There is no such thing as the Australian Mafia."

Luke: "Who is this Prophet8 guy?"

Nick: "Hang on..."

Prophet8: "Hey man, how are you doing?"

Luke: "Were you a member of the Australian Porn Mafia?"

Nick: "There's no such thing."

XXX: "There is no such thing as the Australian Porn Mafia. That s--- came from a write up in the Brisbane Courier Mail newspaper. Phillips and Lasrado are just businessmen who might have dinner with each other a couple of times a year. They're not up to anything, they're just doing business. Prophet8 used to work for Scott Phillips years ago."

Luke: "Prophet8, do you have respect for the way Phillips and Lasrado operate?"

Prophet8: "I'm not aware of the way they do their operation. I don't work with them or for them."

XXX: "The Australian guys [Phillips and Lasrado...] are friends of mine. I've seen lots of s--- posted. That article of yours is s---. They do honest business."

Luke: "They seem unpopular with some of the content providers. Many of them, at least in the past, viewed Lasrado and Phillips as thieves."

XXX: "For God's sake, everybody is unpopular with somebody. I saw Greg Lasrado at last year's IA2000, walking around with his badge turned the wrong way around, buying content from every single CD provider. He had to go down to Circuit City and buy a 40-pack CD holder thing, because he couldn't carry around all the CDs [of content he honestly bought], in his suitcase.

"You're talking about guys who've made lots of money in a very competitive business. Trust me, they're going to piss somebody off. And it's a gutless of way of doing it. They come tell you stuff anonymously and you will publish it. Let's get religious here. That's not right."

YYY: "People are just pissed because Australia is a small country and a large proportion of the people making money on the adult web are in Australia. If FM and JoeE lived in Uruguay, folks would talk about the Uruguay Mafia. Scott Phillips has never harmed anybody. He buys content, he puts up a site and he buys traffic."

Luke: "Thirty months ago, I used to send traffic to PinkBits. They paid me honestly and on time."

YYY: "Just because they're in Australia and not around on US business hours..."

XXX: "Luke, you've written stories saying that JoeE is this and that, and then two weeks later, you say JoeE's a wonderful person. You've done the same with FM. Go to a webmaster's conference and throw a stick and you're either going to get somebody who loves FM or hates him. And it is the same with everybody. We're in a competitive business."

Nick: "I've dealt with the Aussies for three years and I have found them totally and unequivocably 100% above board in their business dealings."

Luke: "It was only after all this stuff hit the boards and embarrassed Lasrado, that content providers like Sweet Entertainment got paid for content that had been stolen by Lasrado and co, say my sources."

Nick: "I don't know anything about that."

Prophet8: "I've worked for Phillips. He would not steal content because it is not in his business interest. He makes enough money to pay for content and not risk lawsuits from a guy he supposedly stole it off. It's not logical."

XXX: "In Las Vegas, I saw Scott Phillips, with his badge turned the other way, while he's licensing content..."

Luke: "Why would he turn his badge the other way unless it's because he has a bad reputation?"

XXX: "If I turned my badge around, so that people could see it, I'd have every newbie and his brother bothering me."

YYY: "These Aussies are not American. They're not into swinging their big dick around. They're not thinking they're so cool because they're picture is on top of PCDataonline.com. They just do business. They don't need to run $200,000 parties to get business. They're not Americans. They're not interested in the American way of throwing around money. You should understand that. You're an Australian."

Luke: "What about that webjacking stuff from 18 months ago? Lasrado owned those sites that did that. That webjacking seems heinous."

YYY: "The US government looked into it and cleared him. If he had any involvement in that at all, he would've had his head cut off."

Luke: "I don't think they cleared him. They chose not to press charges because there aren't laws to deal with this."

Nickatilynx writes on Netpond 1/22/00: Have had calls with FM today and previously. He wanted 49% of Netpond in return for him bringing his webmasterarea,ideas and potential warchest.(No cash)

After discussions and council with Kaiser (unable to reach meat) I decided that although he brings lots of good things,he brings just as many bad things.For every door he would open,one would close.

todays call in part over Dokk I expressed to him that 49% is a lot. He accepted my decision but informed me that he would be pulling alladvertising and no longer buying clicks from the click program. I already have a customer to replace him on the click program....me.:)

The board is upsetting some people...a lot of people... however if we change it we become no different to YNOT,TN etc etc. We stay as we are. If anyone thinks my judgement is wrong,you must consider your ownposition. Things are not going to be easy for a while of that there is nodoubt. Nickatilynx

Ron Levi aka FM responds: Sat Jan 22 19:38:20 2000 - 24.113.34.124 - message #1624

Wanted to post a reply to this because I don't think Nick stated the deal quite how I explained it to him. So here goes......

I spoke to Nick about Netpond. I inquired as to who actually owns Netpond so I could potentially make a deal with them. He went on to tell me that in the final outcome Nick, Meatman and Kaiser would own 100% initially. Then of that 100% the three folks involved would dilute to owning 70% and that the other 30% would distributed to the other Netpond officials. Thatall sounded fine to me.

I then asked him what 'hot ideas' Netpond had for the next two months that he felt would be 'earth shattering'. He replied that he honestly didn't have any. I then told him that I have tons of fresh ideas that I'm about to implement with our new Webmaster Communityhttp://netsurprise.comand further that I would be interested in having Netpond and Netsurprise merge, thus Netpond would benefit from our fresh ideas and that I would also supply and inexhaustable 'WarChest' [$$CASH] to implement all of these money making ideas.

To do this I suggested that Netpond and Netsurprise could merge. Netpond would represent 51% and Netsurprise would represent 49%, we would be taking the minority interest and give Netpond the control by having 51%. It would also recieve whatever cash it needed to fund money making promotions.

Nick viewed this as having no value because I wasn't offering him a direct payment or large chunk of money. In doing my due diligence I found that in fact Meatman has not recieved any of the monies due him from Nick for over 6 months. I further found that no ownership had been conveyed to Kaiser and he had only been paid for his monthly salary. For this reason I tried to structure the deal so all involved would be sure to recieve their value.

Upon discussing this further with Nick he just said he was not interested. My personal feeling is that Nick is taking all revenues from Netpond at this point, paying the monthly salaries to all involved and keeping the rest. This does not bode well for the future of Netpond.

Also, I have been underwriting Netpond Clicks since December 6th when I found out that Nick was about to close the program. The traffic generated fron this program converts at 1:2801, it was 602,328 raw hits generating only 215 sign ups in our follow me program. Since I had to guarantee $.05 per hit the program has cost me $140.05 per sign up since day one. I could have terminated this immediately but I had an idea on how to improve this.

When I spoke about this to Nick he said he really didn't care if I kept Netpond Clicks in my program or not, that he had other folks interested in buying this traffic.

After listening to his cavalier attitude I then told him I would stop paying for this traffic at the end of the month. Also, with watching what is happening on the boards lately I see very little business being conducted and a bunch of pissing going on. So I also told him that I was going to pull my advertising at the same time because I felt that all the folks who work hard at Netpond aren't getting their true value and that it is only a matter of time before Nick causes the demise of Netpond.

I have been a staunch supportedrof Netpond for quite a while now and feel that Nick is a runaway freight train and that in the end all involved will be ripped off by him. I hope this answers some of the questions I keep getting in emails from some of the Netpond Officials.

Luke: I understand that Meatman, a partner with Nickatilynx in Netpond according to Ron Levi, has filed suit against Nick and Netpond.

I talked to Ron Levi Friday afternoon.

Ron: "We've always taken the high ground with these people. We've never done any sour grapes against them. Anthony [the new COO of Netpond] has done a character assasination over and over again against Kaiser who's never rebutted him.

"Did I tell you Luke to make a choice between the two? No, it was fine with me for you to do both. They do that with everybody. Everybody at Netpond understands that if they come over to Netsurprise, they're done with Netpond."

8/15/00

I hosted my first show on webmasterlive.com this afternoon at 4PM PST. 8/15/00. The main topic will be the Netpond vs Netsurprise rivalry and my guests will include Kaiser, who switched earlier this year from Netpond to Netsurprise.

Listen here to today's show.

My co-hosts were Dokk and Lee Noga.

Marc: fine job tonight, from what i heard. a little bit boring, in places. i think lukeland is a self-reliant culture, those other interlopers don't really help matters. cecil, on the other hand, played a splendid role.

Chaim: Jesus Christ my lord and personal savior I am going to strangle bill gates if ever I get the chance. Once again, I had a nice set of comments ready to go when this piece of crap windows software ate it all. To recapitulate in briefer form. Oh s---, I cannot retype this. too pissed off at those jew parasites in redmond.

Meatman will not be on the show. He's filed suit against Nickatilynx, who owns Netpond. Nick was served today. I've posted the suit at the bottom of this page.

XXX webmaster: Ask Kaiser these questions:

* What do you know about TrafficInc.com? What is it's association with Netpond? And with Prophet8, Scott Phillips of PinkBits and the other boys in Australia?

* What about cocaine and drug abuse by folks associated with the Netpond apartments in Vancouver?

* Why is TrafficInc.com not paying their webmasters?

* I hear that TrafficInc pays the Netpond payroll?

* DragonKing was involved with Netpond. What happened to him?

* Do you know anything about TrafficInc making fake TGPs (Thumbnail Gallery Post) and fake free hosts to mass submit to search engines, etc, and take traffic away from honest TGP sites?

From my 8/15/00 show:

Luke: Kaiser, what about cocaine and drug abuse by people associated with Netpond?

Kaiser: I can tell you that when I was up in Vancouver, we partied. We smoked some joints. Rampant abuse? I didn't see anybody jumping out of any windows.

Lee: Does Nick [owner of Netpond] have a drinking problem?

Kaiser: I couldn't say.

Lee: Yes you can.

Kaiser: I really couldn't say.

Lee: Has there ever been pressure on the Netpond officials to party excessively and outcast them if they did not?

Kaiser: I never felt that.

Luke: Lee, earlier you mentioned Netpond linking to child porn sites. What do you mean?

Lee: Hopefully in the next few days, I will acquire something that I should've handled better and not destroyed. But there was an incident in May or June when Netpond threw some childporn links up and was cancelled by a particular sponsor (I had reported them to). This went on at the time of the big child porn brouhaha with Andy Edmond [at Fay Sharpe's Cybernet Expo in New Orleans].

Could this have been an error by Netpond? Because there is no way in hell that Ron Levi would have any child porn linking to his programs. When you see Ron Levi take care of a very difficult situation then you see Netpond almost intentionally trying to make a quick buck of this stuff, what are we supposed to think when they say, hey, we are you leader.

Netpond reminds of entertainment that shows people a train wreck. That's why people go there. They want to see who got put on the tracks. Where's the education?

We have spent six weeks revamping OntheRopes.com's security because I fully expect to be hacked once the show is over. And that's a damn shame. That I had to protect my website before I could talk about it. And this is Netpond, the AVN 2000 Best Community.

Kaiser: One of the officials had links [to child porn]. Once it was brought to the attention of Cybererotica, they were immediately dropped.

Lee: I don't think Netpond has the brilliance of the original staff. They're feeling the erosion of the industry. There are 300 resource sites now. And the landscape has changed and sponsor's attitudes have changed.

Kaiser writes on Adultnetsurprise.com: It was a pleasure being on the Luke F-rd Show. Now will someone un-strap me from this chair and move the bright light out of my eyes? ;-)

XXX: you need to find out about netponds very beginning. the hi jacking from dragon king? meatman and maverick forged email headers and stole the domain. DK may not want it brought up now because it is old and he dont want any attention now.

DragonKing writes Luke: I was one of the original owners of Condom Project. Netpond was the new corporation Meatman and Nickilynx formed after I bowed out.

After two years of teaching newbies to make money, it was time for me to make some of my own. I left Condom to pursue my own ventures. Meatman carried on and formed NetPond with Nickilynx. Obviously there was a fallout or breach of contract on someone's part.

I hope they work it out. Webmaster's do need a place to go to learn net ettiquette and the right ways to do things.

XXX: Kaiser has not been willing to discuss this stuff before. He doesn't even tell his friends.

XXX: Everybody's vying to lead the way for webmaster resources. YNOT was number one, now Netpond is. That's the perception, based on who posts. Who's site holds the most value? They base that value on who chats on the boards. And Netpond has the most active dicussion board for adult webmasters.

IN THE SUPREME COURT OF BRITISH COLUMBIA BETWEEN:

GREGORY NORTHCOTT PLAINTIFF AND: JONATHAN ALBERT ALLABY, CHERYL ALLABY, NETPOND.COM INTERNET INC., and WHITAKER CONSULTING LTD.

DEFENDANTS STATEMENT OF CLAIM

1. The Plaintiff [Meatman], Gregory Northcott, is a businessman, and resides in the City of Vancouver, British Columbia, Canada, V6H 4C1.

2. The Defendant [Nickatilynx], Jonathan Albert Allaby, is a Businessman and resides in the City of Coquitlam, British Columbia, Canada, V3E 3M9.

3. The Defendant, Cheryl Allaby, is a housewife and the wife of the Defendant, Jonathan Albert Allaby, and resides in the City of Coquitlam, British Columbia, Canada, V3E 3M9.

4. The Defendant, Netpond.com Internet Inc. is a company incorporated pursuant the laws of the Province of British Columbia with a registered and records office at suite 200 - 5611 Cooney Road, Richmond, British Columbia, Canada, V6E 3J6.

5. The Defendant, Whitaker Consulting Ltd., is a company incorporated pursuant to the laws of the Province of British Columbia with a registered and records office at suite 200 - 5611 Cooney Road, Richmond, British Columbia, Canada, V6E 3J6.

6. In or about the year 1997, the Plaintiff conceived, created and launched a group of websites on the global telecommunications network (the "Internet") as online resources for adult webmasters. The website was operated as a proprietorship by the Plaintiff under the umbrella heading of CondomProject.com (hereinafter "CondomProject.com").

7. CondomProject.com provided online content, a help site, a webmaster community, a message board and resources pages, inter alia, targeted to the webmaster community and promoting the development and implementation of adult online websites.

8. Throughout 1997 and part of 1998, the Plaintiff's website under the umbrella CondomProject.com was hosted on webservers in the United States of America.

9. In or about the Spring of 1998, the Plaintiff was approached by the Defendant, Jonathan Albert Allaby, with an offer of free webhosting on the Defendant's servers.

10. The terms of the contract, which was partly oral and partly written, were as follows:

(a) In exchange for the Defendant, Jonathan Albert Allaby, providing free webhosting services for the Plaintiff's website, the Plaintiff would agree to transfer his websites to the servers of the Defendant, Jonathan Albert Allaby;

(b) The Plaintiff and the Defendant, Jonathan Albert Allaby, agreed to incorporate a new British Columbia company, 566010 BC Ltd., to hold the assets of CondomProject.com and its affiliated websites and the domain names related thereto;

(c) The Plaintiff and the Defendant, Jonathan Albert Allaby, would be equal shareholders in the new company and would share equally the revenue generated from CondomProject.com and its affiliates operated under the newly incorporated company.

(d) Pursuant to the terms of the contract, the Plaintiff agreed that the Defendant, Jonathan Albert Allaby, would instruct the Defendants' solicitors in Vancouver, British Columbia, Canada, to incorporate a new company and issue shares in equal amounts to the Plaintiff and the Defendant, Jonathan Albert Allaby.

(e) It was a further term of the contract that the Plaintiff would be responsible for managing the membership of CondomProject.com and its affiliates and run the "I seek you" feature of the site. In addition, the Plaintiff would monitor and post to the message boards of the website.

(f) It was a further term of the contract that the Defendant, Jonathan Albert Allaby, would host the website on his servers and handle the day to day business affairs of the newly incorporated company.

(g) Pursuant to the terms of the contract, the Plaintiff transferred his webhosting from servers in the United States of America to the servers of the Defendant, Jonathan Albert Allaby. The Plaintiff also arranged for the transfer of the domain names registered with Network Solutions, Inc., a Virginia Corporation, and owned by CondomProject.com from CondomProject.com to the newly incorporated company (hereinafter the "Agreement").

(h) It was a further term of the contract between the Plaintiff and the Defendant, Jonathan Albert Allaby, that the Plaintiff would be paid a salary of $1,000.00 USD per calendar month.

11. The Plaintiff was paid for a period of three months, commencing October 1, 1998, and ceasing on January 1, 1999, at which point all payment ceased, save and except for the reimbursement of some travel expenses and out-of-pocket expenses, the particulars of which will be provided at the trial of this action.

12. The Plaintiff continued to run the membership side and develop and promote the affairs and business of CondomProject.com and Netpond.com Internet Inc. and was not compensated pursuant to the terms of the Agreement. In the alternative, the Plaintiff pleads and relies upon the doctrine of quantum meruit.

13. 566010 BC Ltd. was incorporated by the Defendants, Jonathan Albert Allaby and Cheryl Allaby, such incorporation being issued out of the Victoria, British Columbia, Canada, Registry on June 5, 1998.

14. On August 1, 1999, the personal Defendants, Jonathan Albert Allaby and Cheryl Allaby, by way of special resolution, altered the Memorandum of the company to change the company name from 566010 BC Ltd. to Netpond.com Internet Inc.

15. In breach of the Agreement, the Plaintiff was not issued equal shares or any shares in 566010 BC Ltd. but the two personal Defendants allotted and issued equal shares in 566010 BC Ltd. with shareholdings of ten Class "A" voting Shares each and held such shares as of the date of the filing of this action.

16. The Defendants, Jonathan Albert Allaby, Cheryl Allaby and Netpond.com Internet Inc., did wrongfully and without colour of right transfer to the Defendant, Jonathan Albert Allaby's, related company, Whitaker Consulting Ltd., the domain names received from the Plaintiff.

17. Whitaker Consulting Ltd. did conspire with Jonathan Albert Allaby, Cheryl Allaby and Netpond.com Internet Inc. to convert to its own use the domain names of the Plaintiff.

18. The Plaintiff at no time was advised, consulted nor did the Plaintiff consent to the transfer of any domain names to Whitaker Consulting Ltd.

19. The Defendant, Jonathan Albert Allaby, is the President and sole Director of Whitaker Consulting Ltd. Further and alternatively, the Defendant, Jonathan Albert Allaby, was at all material times the directing mind of Whitaker Consulting Ltd. and intentionally authorized, caused, directed, supervised, ordered, induced, produced, participated in, and aided and abetted the wrongful conduct of Whitaker Consulting Ltd. alleged herein and, as such, the Defendant, Jonathan Albert Allaby, is personally liable for that wrongful conduct and responsible in law for the actions of Whitaker Consulting Ltd.

20. Further and alternatively, at all material times, the Defendant, Jonathan Albert Allaby, acted in the ordinary course of the business of Whitaker Consulting Ltd. and within the scope of his actual or ostensible authority as director, officer and employee of Whitaker Consulting Ltd. and Whitaker Consulting Ltd. is jointly and severally directly liable, and further and alternatively, jointly and severally vicariously liable, to the Plaintiff for all loss, injury and penalty resulting from the misconduct of the Defendant, Jonathan Albert Allaby, alleged herein.

21. Further and alternatively, the Defendants, Jonathan Albert Allaby and Cheryl Allaby, are and were at all material times the directing minds of Netpond.com Internet Inc. and intentionally authorized, caused, directed, supervised, ordered, induced, produced, participated in, and aided and abetted the wrongful conduct of Netpond.com Internet Inc. alleged herein and, as such, each of Jonathan Albert Allaby and Cheryl Allaby are personally liable for that wrongful conduct and responsible in law for the actions of Netpond.com Internet Inc.

22. Further and alternatively, at all material times, the Defendants, Jonathan Albert Allaby and Cheryl Allaby, acted in the ordinary course of the business of Netpond.com Internet Inc. and within the scope of their actual or ostensible authority as directors, officers and employees of Netpond.com Internet Inc. and Netpond.com Internet Inc. is jointly and severally directly liable, and further and alternatively, jointly and severally vicariously liable, to the Plaintiff for all loss, injury and penalty resulting from the misconduct of the Defendants, Jonathan Albert Allaby and Cheryl Allaby, alleged herein.

23. Despite the Plaintiff's requests for an accounting, the Defendants, Jonathan Albert Allaby and Netpond.Com Internet Inc., have refused or neglected to provide same.

24. The Plaintiff has requested delivery of his share certificates but the Defendants, Jonathan Albert Allaby, Cheryl Allaby and Netpond.com Internet Inc., have neglected or refused to deliver same to the Plaintiff. The Plaintiff pleads and relies on section 49(4) of the Company Act, 1996 R.S.B.C., c.62.

25. In breach of the terms of the Contract and without the knowledge or consent of the Plaintiff, the Defendant, Jonathan Albert Allaby, has offered shares to various other business people and companies with whom Netpond.com Internet Inc. does business and continues to do so contrary to the Articles of Incorporation of Netpond.com Internet Inc. and the provisions of section 41(1) of the Company Act, 1996 R.S.B.C. , c.62. The Plaintiff pleads and relies upon section 45 of the Company Act, 1996 R.S.B.C., c.62.

26. At all material times, each of Jonathan Albert Allaby and Cheryl Allaby, owed the Plaintiff a duty of care, duty of good faith and fiduciary duties, which obligations and duties were an expressed or, alternatively, an implied term of the Agreement and the Defendants, Jonathan Albert Allaby and Cheryl Allaby, owe a duty to the Plaintiff to act honestly, reasonably, in good faith and in the best interest of the Plaintiff and for the further protection of the Plaintiff's interests.

27. The wrongful conduct of the Defendant, Jonathan Albert Allaby, and the Defendant, Cheryl Allaby, set forth herein constitutes breaches of the respective expressed and implied obligations, duties of care and fiduciary duties to the Plaintiff.

28. In order to induce the Plaintiff to continue working with the Defendant, Jonathan Albert Allaby, and the Defendant, Netpond.com Internet Inc., the Defendant, Jonathan Albert Allaby, represented to the Plaintiff that shares in Netpond.com Internet Inc. (the "Shares") had been allotted and share certificates issued to the Plaintiff pursuant to the terms of the contract when such was not the case. The Defendant, Jonathan Albert Allaby, made further representations to the Plaintiff, the particulars of which are as follows:

(a) That shares had been issued to the Plaintiff's webmaster, Lars Manfreid, and that the Defendant, Jonathan Albert Allaby, had subsequently bought out Lars Manfreid's interest for $6000.00 USD;

(b) That shares had been issued to the Defendant, Jonathan Albert Allaby's, colleague, Tom Liezinger, and that the Defendant, Jonathan Albert Allaby, had subsequently bought out Tom Liezinger's interest;

(c) That the Defendant, Jonathan Albert Allaby, was now a majority shareholder in Netpond.com Internet Inc. and the Plaintiff a minority shareholder;

(d) That the Plaintiff was a Director and Chairman of the Board of NetPond.com Internet Inc.;

(e) That the appropriate and necessary corporate resolutions had been duly authorized and passed issuing the Plaintiff his Shares in NetPond.com Internet Inc. and appointing the Plaintiff a Director and Chairman of the Board;

(f) That NetPond.com Internet Inc. was not profitable throughout the period of time the Plaintiff was an equal owner of the company. 29.

29. The representations were false in that:

(a) No shares were ever allotted and no share certificates ever issued to the Plaintiff;

(b) The Defendant, Jonathan Albert Allaby, did not and could not purchase shares from Lars Manfreid or Tom Liezinger;

(c) The Defendant, Jonathan Albert Allaby, was not the controlling shareholder in NetPond.Com Internet Inc.;

(d) The Plaintiff had not been appointed as Chairman of the Board or a Director of NetPond.com Internet Inc.;

(e) The requisite approvals and corporate resolutions had not been duly authorized and passed; and

(f) Netpond.com Internet Inc. was and is an extremely profitable enterprise.

30. The Defendant, Jonathan Albert Allaby, made the representations to the Plaintiff fraudulently in that he knew them to be false or, in the alternative, the Defendant, Jonathan Albert Allaby, made the representations without the belief in their truth or recklessly, not caring whether they were true or false.

31. By reason of the Defendants' actions, the Plaintiff has suffered loss and damages, particulars of which will be provided at the trial of this action and the Plaintiff will continue to suffer loss and damages, particulars of which are not known at this time.

32. Further and alternatively, each of the Defendants have acted in an unconscionable and inequitable manner and is or ought to be a constructive trustee and hold the Plaintiff's shares and interest in Netpond.com Internet Inc. pursuant to a constructive trust to and for the benefit of the Plaintiff. Further, by reason on their wrongful conduct alleged herein, each of the Defendants have breached their duties and obligations as constructive trustees.

33. Further and alternatively, by reason of the wrongful conduct alleged herein, the Defendants and each of them have been unjustly enriched and the Plaintiff has suffered a corresponding deprivation, without any juridical reason for the enrichment.

34. By reason of the Defendants actions, the Plaintiff has suffered special damages, loss and expense, and will continue to do so, particulars of which will be delivered at the trial of this action.

35. The Plaintiff claims punitive damages as the conduct of the Defendants was willful, malicious, contemptuous and high-handed, and showed a wanton disregard of the personal rights of the Plaintiff.

36. The Plaintiff claims aggravated damages as the conduct of the Defendants herein has caused the Plaintiff pain, distress, anguish, grief and humiliation and has compromised the good name and reputation of the Plaintiff.

WHEREFORE the Plaintiff claims against the Defendants, and each of them:

(a) Interim, interlocutory and permanent injunctions restraining the Defendants, by themselves, their directors, officers, employees, agents, or otherwise, from directly or indirectly engaging in the wrongful conduct set forth herein, including without limitation, dealing with or disposing of any of the shares in the corporate Defendant, Netpond.com Internet Inc. or issuing any further shares in the corporate Defendant, Netpond.com Internet Inc.

(b) Specific performance of the contract between the Plaintiff and the Defendant, Jonathan Albert Allaby, as set out herein and damages; (b) In the alternative, damages in lieu of specific performance;

(c) In the further alternative, damages for breach of contract;

(d) A Order requiring the Defendant, Netpond.com Internet Inc., to forthwith deliver to the Plaintiff the share certificates pursuant to the Agreement set out herein;

(e) Relief pursuant to applicable provisions of the Company Act, R.S.B.C. 1996, c.62 as pled herein;

(f) General damages;

(g) Special damages;

(h) Exemplary or punitive damages;

(i) Aggravated damages;

(j) An account of all monies, profits and benefits received by the Defendants and judgment for the amount found due on taking of that accounting;

(k) Payment of the amount found to be due to the Plaintiff on taking the account;

(l) All such other accounts, inquiries, directions or other relief as may be necessary;

(m) Further and alternatively, as the Plaintiff may elect, a Declaration that all of the Defendants' assets and profits acquired from the wrongful conduct set out herein and misappropriated from the Plaintiff, are subject to a constructive or resulting trust in favour of the Plaintiff and an Order transferring and conveying those assets and property to the Plaintiff;

(n) Damages for unjust enrichment;

(o) Damages for breach of fiduciary duty;

(p) compensation pursuant to the doctrine of quantum meruit;

(q) Interest pursuant to the Court Order Interest Act, R.S.B.C. 1996 c.79;

(r) Costs, including special costs;

(s) Such further and other relief as this Honourable Court may deem just.

Place of trial: Vancouver, British Columbia. Dated at Vancouver, British Columbia, on July 27, 2000.

PAUL G. KENT-SNOWSELL Solicitor for the Plaintiff This Statement of Claim is filed and delivered by P.G. Kent-Snowsell, of the firm of Kerr Redekop Leinburd Boswell & Kent-Snowsell, Associates In The Practice Of Law, Suite 410, 1333 West Broadway, Vancouver, British Columbia, V6H 4C1.