ENDORSED rat dudigial Bistriet Gauct STATE OF NEW MEXICO Finst dudligial Rist a COUNTY OF SANTA FE , FIRST JUDICIAL DISTRICT ARR = 9 200 C Fo Anion & oa a AGA, LLC, a Florida limited liability company, ‘santa Fo, Nik 87006-2208 and HOLDING CAPITAL GROUP, Inc., a Connecticut corporation, . Plaintiffs, wo. £) \OICW2008-CoFs¢6 GREGORY DURAN and NEW WORLD CAPITAL MANAGEMENT, LLC, a New Mexico limited liability company, BANK OF AMERICA, LOS ALAMOS NATIONAL BANK, and FIRST NATIONAL BANK OF SANTA FE, Defendants, COMPLAINT FOR BREACH OF CONTRACT, BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, PRIMA FACIE TORT, UNJUST ENRICHMENT AND CONSTRUCTIVE TRUST, FRAUD, VIOLATION OF THE NEW MEXICO SECURITIES ACT, BREACH OF FIDUCIARY DUTIES, UNFAIR TRADE PRACTICE, CONVERSION, FOR WRIT OF PREJUDGMENT ATTACHMENT, AND FOR WRIT OF PREJUDGMENT GARNISHMENT. Plaintiffs AGA, LLC and Holding Capital Group, Inc., pursuant to Rules 1-007A and 1-008, of the Rules of Civil Procedure for the District Courts, state: Allegations Common to All Counts 1. Plaintiff AGA, LLC (“AGA”) is a Florida limited liability company. 2. Plaintiff Holding Capital Group, Ine. (“HCG”) is a Connecticut corporation, 3. Defendant Gregory D. Duran (“Duran”) is a resident of the City and County of Santa Fe in the State of New Mexico.4, Defendant New World Capital Management, LLC (“New World”) is a New Mexico limited liability company registered with the State of New Mexico as an investment adviser. 5. Duranis the sole owner, president, and chief executive officer of New World, 6. Upon information and belief, Duran and/or New World also may have used the name ‘New World Capital, Inc. in the course and conduet of his or their business activities, 7. Duran operates and manages two private investment funds, namely New World Capital Currency Fund, LP (“NW CC Fund”) and New World Capital Equity Fund, LP (NW Equity Fund”). 8 Onor about September 12, 2007 Duran entered into a Consulting Agreement with Holding Capital Asset Management, LLC (“CAM”), an affiliate of HCG. That agreement provided, inter alia, that HCAM would provide certain consulting, support, and financing services to Duran and New World. 8 Onorabout October 2, 2007, HCG invested one hundred and fifty thousand dollars ($150,000) as a limited partner in New World’s NW CC Fund and invested one hundred fifty thousand dollars ($150,000) as a limited partner in New World’s NW Equity Fund. 9. OnNovember 30, 2007, HCG invested an additional $350,000 in New World’s NW CC Fund. 10. HCG’s investments in Duran’s funds totaled six hundred and fifty thousand dollars ($650,000). 11. On or about December 18, 2007, AGA invested one hundred thousand dollars ($100,000) as a limited partner in New World’s NW CC Fund and invested one hundred thousand dollars ($100,000) as a limited partner in New World’s NW Equity Fund, 212, AGA’s investments in Duran’s funds totaled two hundred thousand dollars ($200,000). 13. Onorabout January 24, 2008, Duran unexpectedly informed HCG that he wished to terminate his business relationship with HCG. 14. HCG and AGA entered into negotiations with Duran following his request, and the parties negotiated and entered into a Termination Agreement dated February 11, 2008, 15. Under the terms of the Termination Agreement, Duran and New World agreed to return HCG's and AGA’s investments and make the following payments to HCG and AGA no later than February 22, 2008: (a) $730,805.25 to HCG; and (b) $200,000 to AGA, 16. Duran and New World subsequently informed plaintiffs that they would be unable to meet the February 22, 2008 deadline and to make the requisite payments by that date. 17. Asaresult, HCG and AGA entered into further negotiations with Duran and New ‘World, and the parties negotiated and entered into an Amendment to Termination Agreement dated February 21, 2008, 18. The amendment to the Termination Agreement provided that Duran and New World would make the required payments to HCG and AGA no later than February 29, 2008, 19, Upon Duran’s further request, HCG and AGA entered into negotiations once again with Duran and New World, and the parties negotiated and entered into a Second Amendment to ‘Termination Agreement dated February 28, 2008, 20. The second amendment to the Termination Agreement did not change the due date for the required payments, but extended the repayment terms for other indebtedness of Duran’s to