District Court, City and County of Denver, Colorado 1437 Bannock Street Denver, Colorado 80202 Plaintiff: Peter

J. Schaffer and Members/SHAREHOLDERS OF APSE, LLC a Colorado Limited Liability Corporation Vs. Defendants: APSE, LLC and C. Lamont Smith, Individually Attorney for Plaintiff Peter Schaffer 400 South Steele Street 47 Denver, Colorado 80209 Peterschaffer8@gmail.Com FAX Number: (303) 288-0988 Atty. Reg. #: 17042

COURT USE ONLY Case Number:

Division:

SHAREHOLDER DERIVATIVE ACTION COMPLAINT COMES NOW, Peter Schaffer, Individually, and the Members of APSE, LLC, by and through their counsel of record, Peter J. Schaffer, Attorney at Law, hereby files and submits the below complaint against the LLC, its majority shareholder, Board of Directors, and C. Lamont Smith, Individually and state and allege as follows; I. GENERAL ALLEGATIONS

1. The Court has jurisdiction over the parties and the subject matter of this action because all parties are either residents of Colorado, have transacted business in Colorado, and/or the defendant has committed business acts in Colorado. 2. Venue is proper in this Court pursuant to C.R.C.P. 98 because the parties agreed that all litigation would be in this county and because it is designated by Plaintiff.

3. The shareholders Pursuant to 7-80-714, sent notice to APSE LLC on September 28, 2011 asking that the company take suitable action to remedy corporate irregularities and breaches of fiduciary duty of the majority member of the company and in particular against the LLC and its minority members. At this time and more than thirty days since the sending of the notice no response from this notice was ever received from APSE, LLC to the shareholders of any kind. 4. As directors of a Colorado LLC, the Individual Defendants have consented to the jurisdiction of this Court pursuant to the Operating Agreement. 5. APSE, LLC (APSE) is a Limited Liability Corporation organized on October 20, 1997 under the laws of the State of Colorado with a principal place of business in Denver, Colorado and is located at all times at 36 Steele Street, Suite 100, Denver, Colorado 80206. 7. Defendant, Charles Lamont Smith (Smith), at all times relevant hereto, was an officer, majority Member, president, CEO, and managing director of APSE, LLC and is a resident of the State of Colorado and regularly conducted business in the state of Colorado 8. Member, Peter J. Schaffer (Schaffer), at times relevant hereto, was and is a minority Shareholder, Member of APSE, LLC. Schaffer is a resident of the State of Colorado. 9. Smith incorporated APSE, LLC a Colorado Limited Liability Corporation in 1997. On or about October 20, 1997, Smith signed the Operating Agreement as the Sole Member. The agreement provides in part that 7.1 D In all matters pertaining to the actions of the managers, the unanimous consent of both managers is required and in 7.1 F- any documents or instruments evidencing the following actions by the company shall be executed by all of the managers purchaser sale of property for any amount greater than $5,000. 10. In 1997, Schaffer received for valuable consideration a minority interest in APSE, LLC and became a member of the LLC. At that time Schaffer became a 12% shareholder/member of APSE, LLC and became and a minority member of APSEs Board of Managers. Smith remained the majority shareholder, Member, Manager and CEO. 11. APSE, LLC was formed for the sole purpose of owning the real property known as 36 Steele Street, Denver, Colorado, 80206. 12. From 1998 until 2003, Smith, as the majority member spent APSE funds and assets on personal and non-corporate expenses and investments without receiving either shareholder or board approval or acknowledgment and took illegal and unauthorized distributions from the company above the percentage of ownership he maintained in the company. In fact, he treated the corporate coiffures as his own personal coiffures for personal business, transactions, and affairs as he deemed proper; without receiving Board or member approval. 13. From the years 1998 to 2003, Smith on his own, without corporate authority, approval, board of directors meetings, shareholder approval, or minority shareholder acknowledgment, took money from the LLC in illegal distributions. At no time were any other member given any distributions by APSE, LLC or Smith as their corresponding shares of monies taken from APSE,

LLC, by Smith during this time period. This money was taken to fund personal obligations, purchases, ultra vires activities, investments in non-APSE LLC entities and corporations and to pay for his familys credit card bills and debts. At no time did Smith or the LLC ever have a Members meeting, a board meeting, or seek the approval of any of the other members of the LLC for these transactions as recruited by the LLCs Operating Agreement. All of these expenditures and investments did not further the business, shareholder value, or property of APSE, LLC. All were done without corporate resolution or authority and all lost APSE, LLC significant amounts of monies. 14. In late 2003, in conjunction with a sister company (APSE, INC, A Colorado Corporation) reorganization, APSE, LLC, with the stated goal of retiring approximately and at least $1,600,000 in debt Smith owed to the sister company from illegal inequitable draws, loans and distributions he unilaterally took from the sister company beyond his stated shares and ownership of the company, increased Schaffers interest in APSE, LLC to 30%. This was done not for the benefit of the LLC but for the benefit of the majority shareholder individually. At no time during any of these truncations did either Smith or APSE offer to the minority shareholders their corresponding ownership distribution percentage of monies taken by the Smith from APSE or APSE, LLC. As a minority shareholder, Schaffer was not in the position and did not have leverage to contest or to negotiate the re-organization of the company. The was well below fair market value of the LLC for such an interest. 15. From the years 2004 to the present, Smith on his own, without corporate authority approval, board of directors meetings, shareholder approval or minority shareholder acknowledgment took an additional $750,000 from the LLC in illegal distributions and benefits. At no time were any other shareholders given any distributions by APSE, LLC or Smith as their corresponding shares of monies taken from APSE, LLC by Smith during this time period. This money was taken to fund personal obligations, purchases, ultra vires activities, investments in non-APSE, LLC corporations and to pay for his familys credit card bills and debts. In addition, Smith made expenditures which spent APSE, LLC money inefficiently and frivolously and that also did not further the interests of APSE, LLC. Further, Smith has entered into arrangements, agreements, contracts and other situations as it pertains to the building known as 36 Steele Street, Denver, Colorado and or APSE, LLC on his own, without unanimous approval and or without any corporate authority whatsoever. 16. At some time during the years 2004 to 2006, Smith allegedly on his own accord and according to his own statements, transferred the ownership of another separate and distinct limited liability company he was a fifty percent owner in, a LLC known as JBLS (Standing for Jerome Bettis/Lamont Smith) LLC (JBLS) into APSE, LLC. JBLS, LLC allegedly owned two condominiums in South Beach, Miami Beach, Florida. These condominiums were a significant cash flow drain to Mr. Smith personally since the date of acquisition on or around 1998 and at some point during this period, Smith transferred his ownership in JBLS into the APSE, LLC. At some time thereafter, APSE, LLC assumed paying the debts of the South Beach Condominiums through JBLS. These expenditures and debts total approximately $750,000 paid by APSE, LLC from the dates 2004 to the present and may after a full accounting be even greater than this amount. At no time did Smith ever have a LLC Members meeting, a board or manager meeting or seek the approval of any of the other members of the LLC for these

transactions as required by the Operating Agreement. All of these expenditures and investments did not further the business, shareholder value or property of APSE, LLC. All were done without corporate resolution or authority and all lost APSE, LLC significant amounts of monies. In addition and upon information and belief, Smith and APSE, LLC have since sold one or both of the condominiums at a significant loss of profit sometime during 2011. Again, such sale was made without any LLC Members meeting, a board or Manager meeting or seek the approval of any of the other members of the LLC for these transactions as required by the Operating Agreement 17. Smith and his agents have admitted to the minority shareholders on multiple occasions, both verbally and in writing, since December 2010 that he in fact did take substantial monies from the APSE, LLC in excess of his ownership interest since 2004 to the present and in fact owes the company and the minority shareholder and members significant amounts of monies from these transactions. Smith, individually and through his agents and attorneys of records, has admitted that at a minimum he owes the company and the minority shareholders and members at least $50,000 and admits to this breach of fiduciary duty. The plaintiffs believe that the number is much greater than $50,000 and more likely in excess of $800,000 but at a minimum Smith admits to the $50,000 figure. 18. From 2005 to the present APSE, LLC and the Majority manager and member required and mandated that the minority members sign personal guarantees for lines of credits and other loans above and beyond their ownership interest in APSE, LLC for no consideration and without say as to whether or not they wanted to sign such guarantees. Coupled with this personal guarantee with corporate waste and illegal distributions has created tremendous hardship for the minority shareholders and if the Banks involved foreclose on these notes will require the minority shareholder to pay an inequitable proportion of the corporate debt than his ownership distribution requires. The line of credit is at its maximum debt at this time of $1,000,000. 19. At no time since the formation of the APSE LLC, did Smith and/or APSE LLC, ever have a board meeting, member meeting, keep any corporate documents or corporate/LLC minutes evidencing any corporate action of any kind in complete and utter disregard of the rights of the corporation, the members or Colorado Corporate law. 20. Plaintiffs bring this action because Smith, APSE LLCs Chairman, Chief Executive Officer, President, controlling member, and Manager, has breached his fiduciary duty to APSE LLC, and company, committed significant corporate waste, to enrich himself and his family members at the Companys and its shareholders expense and taken money not entitled to from the LLC and the members. 21. Throughout his tenure, Smith has treated APSE, LLC like his familys candy jar, which he raids whenever the appetite strikes, ignoring the distinction between the best interest of the LLC and his personal and family business. 22. An officer, manager and member with discretionary authority and a director, Smith owes the duties of good faith, of due care, and of loyalty to the LLC.

CLAIMS

DERIVATIVE CAUSES OF ACTION COUNT I (Breach of Fiduciary Duty) (Derivatively Against APSE, LLC) 23. Plaintiffs re-allege the preceding paragraphs as set forth above and incorporate them herein by reference. 24. Schaffer brings this action derivatively to redress injuries suffered by the Company as a direct result of the breaches of fiduciary duties by Smith. 25. Schaffer owned APSE, LLC shares, ownership rights, interest and stock continuously during the time of the wrongful course of conduct by the Smith alleged herein and continue to hold APSE, LLC shares, ownership rights and stock and specifically from 1998 to the present. 26. Plaintiffs will adequately and fairly represent the interests of APSE, LLC and its members and shareholders in enforcing and prosecuting its rights and have retained counsel competent and experienced in member and shareholder derivative litigation. 27. The individual defendants, as Directors and managers of APSE, LLC are fiduciaries of the LLC and Company and its members and shareholders. As such, they owe the LLC, and the Company the highest duties of loyalty, care, candor and good faith and fair dealing. 28. In contemplating, planning, and/or affecting the foregoing conduct, the Individual Defendants were not acting in good faith toward the LLC and the Company and breached their fiduciary duties to the same. 29. Schaffer has been uniquely injured and damaged by the actions of the LLC and Corporation and by Smith; 30. By not acting in good faith toward the Company and LLC, Smith breached his fiduciary duties in the following manners but not limited to these acts and actions: a. Awarding himself an unreasonable and improperly high salary, benefits, illegal use of company cards, allowing family members to spend corporate money, and spending money on family members; b. Smith made favorable loans, distributions, and advances to himself and his family; c. Smith transferred corporate assets to himself at discounted prices or for no consideration; d. Smith had the company purchase services for himself;

e. Smith used company assets without appropriately compensating the company; f. Smith failed to repay loans that the LLC made to him at preferential rates; g. Smith used company funds to pay his own personal obligations and benefits; h. Smith allowed irregularities in the keeping of the corporate books and records or failed at all to keep any corporate records at all of the LLC since the date of organization and has failed to follow the operating agreement provisions and covenants including entering into transactions without members consent, approval or notice to members; i. Smith caused the company to fail to pay dividends when dividend payment would otherwise have been appropriate since he had depleted the cash flow of the company; j. Smith oppressed the minority shareholders, such as through the use of harsh, dishonest, or wrongful conduct, and a visible departure from the standards of fair dealing. k. Smith entered into unapproved transactions with the LLC where the director or officer profits at the expense of the LLC, l. Smith took actions which in effect caused him to compete with the LLC. m. Smith breached his duty to the company by promoting his personal interest at the expense of the corporate interests. n. Smith breached his duty to the company and the minority shareholders by taking unauthorized and illegal distributions from the company over a period from 1999 to the present. This figure is consistent with accounting documents provided by the company to the minority shareholders on multiple occasions and is not in dispute; o. Smith has admitted to the minority shareholders on multiple occasions both verbal and in writing that he owes the LLC and the minority shareholders at least $50,000 and admits to this breach of Fiduciary duty. I believe that the number is much greater than $50,000 but at a minimum Smith admits to the $50,000 figure. p. Smith breached his duty to the company and the minority shareholders by loaning in excess of $750,000 in unauthorized and illegal loans to a company called JBLS LLC for his own individual purposes and for the purpose of funding his personal condominium in Miami Beach, Florida; q. Requiring the guaranteeing of a debt of a majority shareholder and/or the LLC, by a minority shareholder in excess of the minority shareholders interest in the LLC. r. Excluding the minority members from management decisions, leaving the minority shareholders with few remedies.

s. Violating the operating agreement of the LLC by engaging in transactions in excess of $5,000 without obtaining approval of the minority or other members of the LLC; t. Sometime after 2003, the majority shareholder allegedly purchased a real estate LLC (JBLS, LLC) for the company without member approval, without seeking Member or other Manager approval, for his own personal interest and to the detriment of the LLC without any corporate documentation or formability; and has since sold the condominiums that were the sole asset of JBLS without seeking Member or other Manager approval or any corporate documentation or formality; u. The transaction was not in the bests interest of the company and was done without any corporate meetings, vote or records. Smith, since the time of 2003, has caused the LLC to spend over $750,000 of the LLC funds on this venture with no return, no profit and no future hope of a return and without even seeking approval or input from other members of the LLC. This transaction was done solely for the personal benefit of Smith and to the detriment of the LLC. v. Never holding or having a LLC meeting, failing to have any corporate bylaws, meetings or any minutes or any maintaining any other corporate documents since the day the LLC was formed in violation of Colorado LLC laws; w. (1) A director who votes for or assents to a distribution made in violation of section 7106-401 or the articles of incorporation is personally liable to the LLC for the amount of the distribution that exceeds what could have been distributed without violating said section or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with section 7-108-401. 31. As a result of these actions of the Individual Defendants, the Company and LLC and the plaintiff have been and will be damaged. 32. Plaintiffs have no adequate remedy at law. COUNT II (Breach of Fiduciary Duty) (Derivatively Against Smith) 33. Plaintiffs re-allege the preceding paragraphs as set forth above and incorporate them herein by reference. 34. Defendant Smith, as a controlling member, manager and shareholder, to APSE LLC, and is a fiduciary of the Company and its members and shareholders. As such Smith owes them the highest duties of loyalty, care, candor and good faith and fair dealing. 35. Plaintiffs owned APSE, LLC, interest, shares, and stock continuously during the time of the wrongful course of conduct by the Individual Defendants alleged herein and continue to hold APSE stock, shares, and interest.

36. Plaintiffs will adequately and fairly represent the interests of APSE, LLC, and its members and shareholders in enforcing and prosecuting its rights and have retained counsel competent and experienced in shareholder derivative litigation. 37. The Individual Defendants, as Managers and Directors of APSE, LLC, are fiduciaries of the Company and its shareholders. As such, they owe APSE LLC, and the Company the highest duties of loyalty, care, candor and good faith and fair dealing. In contemplating, planning, and/or affecting the foregoing conduct, the Individual Defendants were not acting in good faith, toward the Company and breached their fiduciary duties. 38. Defendant Smith breached his fiduciary duties by using his control over APSE, LLC in the following manners but not limited to these acts and actions: a. Awarding himself an unreasonable and improperly high salary, benefits, illegal use of company cards, allowing family members to spend corporate money, and spending money on family members; b. Smith made favorable loans, distributions, and advances to himself and his family; c. Smith transferred corporate assets to himself at discounted prices or for no consideration; d. Smith had the company purchase services for himself; e. Smith used company assets without appropriately compensating the company; f. Smith failed to repay loans that the LLC made to him at preferential rates; g. Smith used company funds to pay his own personal obligations and benefits; x. Smith allowed irregularities in the keeping of the corporate books and records or failed at all to keep any corporate records at all of the LLC since the date or organization and has failed to follow the operating agreement provisions and covenants including entering into transactions without members consent, approval or notice to members; h. Smith caused the company to fail to pay dividends when dividend payment would otherwise have been appropriate since he had depleted the cash flow of the company; i. Smith oppressed the minority shareholders, such as through the use of harsh, dishonest, or wrongful conduct, and a visible departure from the standards of fair dealing. j. Smith entering into unapproved transactions with the LLC where the manager or officer profits at the expense of the LLC, k. Smith took actions which in effect caused him to compete with the LLC.

l. Smith breached his duty to the company by promoting his personal interest at the expense of the corporate interests. m. Smith breached his duty to the company and the minority shareholders by taking unauthorized and illegal distributions from the company over a period from 1999 to the present. This figure is consistent with accounting documents provided by the company to the minority shareholders on multiple occasions and is not in dispute.; n. Smith has admitted to the minority shareholders on multiple occasions both verbal and in writing that he owes the LLC and the minority shareholders at least $50,000 and admits to this breach of Fiduciary duty. I believe that the number is much greater than $50,000 but at a minimum Smith admits to the $50,000 figure. o. Smith breached his duty to the company and the minority shareholders by loaning in excess of $750,000 in unauthorized and illegal loans to a company called JBLS, LLC, for his own individual purposes and for the purpose of funding his personal condominium in Miami Beach, Florida; p. Requiring the guaranteeing of a debt of a majority shareholder and/or the LLC, by a minority shareholder in excess of the minority shareholders interest in the LLC. q. Excluding the minority members from management decisions, leaving the minority members/shareholders with few remedies. r. Violating the operating agreement of the LLC by engaging in transactions in excess of $5,000 without obtaining approval of the minority or other members of the LLC; Sometime after 2003, the majority shareholder allegedly purchased a real estate LLC (JBLS, LLC) for the company without member approval, without seeking Member or other Manager approval, for his own personal interest and to the detriment of the LLC. The transaction was not in the bests interest of the company and was done without any corporate meetings, vote or records. Smith since the time of 2003 has caused the LLC to spend over $750,000 of the LLC funds on this venture with no return, no profit and no future hope of a return and without even seeking approval or input from other members of the LLC. This transaction was done solely for the personal benefit of Smith and to the detriment of the LLC. and has since sold the condominiums that were the sole asset of JBLS without seeking Member or other Manager approval or any corporate documentation or formality; s. Never holding or having a LLC meeting, failing to have any corporate bylaws, meetings or any minutes or any maintaining of any other corporate documents since the day the LLC was formed in violation of Colorado LLC laws; t. Smith Violated 7-106-401 when Smith voted for or assents to a distribution made in violation of section 7-106-401 or the articles of incorporation and thus is personally liable to the LLC for the amount of the distribution that exceeds what could have been distributed without violating said section or the articles of incorporation if it is

established that the director did not perform the director's duties in compliance with section 7-108-401. 39. As a result of these actions of the Individual Defendants, the Company and the plaintiffs have been and will be damaged. 40. Plaintiffs have no adequate remedy at law. 41. In contemplating, planning, and/or affecting the foregoing conduct, Smith did not act in good faith and breached his fiduciary duties to the Company. 42. As a result of the actions of Smith, the Company has been and will be damaged. 43. The majority member has the duty to exercise good faith, care, and diligence to make the property of the LLC produce the largest possible amount, to protect the interests of the holders of the minority of the stock, and to secure and pay over to them their just proportion of the income and of the proceeds of the corporate property . 44. This fiduciary duty requires that a majority shareholder not misuse his power as a majority and as such the majority shareholders dealings with the LLC are subjected to rigorous scrutiny and where any of their contracts or engagements with the LLC and thus has the burden not only to prove the good faith of the transaction but also to show its inherent fairness from the viewpoint of the LLC and those interested therein. COUNT III CLAIM FOR RELIEF Corporate Waste 45. Plaintiffs re-allege the preceding paragraphs as set forth above and incorporate them herein by reference. 46. Smith breached his duty to the company and the minority shareholders by loaning in excess of $800,000 in unauthorized and illegal loaned money from the company for the purpose of funding his personal condominium in Miami Beach, Florida and JBLS, LLC, and other expenses and costs; 47. Thought the period since 2003, Smith, as a director, shareholder, member and President of APSE, LLC has committed corporate waste of corporate assets which has historically and currently placed the financial well being of the company in peril and jeopardy. Smiths exhorbinate, unreasonable and wasteful spending has depleted the finances of the company, forced the company to exhaust its lines of credit and paced the future of the company in peril. Smith in essence used the companys resources as his own private bank and bank roll to the detriment of the company, the value of the company and the shareholders of the company.

48. This corporate waste includes spending money on ridiculous activities unrelated to the business, spending exorbinate sums of money, and other activities which had no bearing on the LLC, were not in the LLCs best interest, and which severally depleted the cash flow and resources of the company. 49. Thought the period since 2003, Smith, as a director, member, employee and President of APSE, LLC has committed corporate waste of corporate assets which has historically and currently placed the financial well being of the company in peril and jeopardy. Smiths exhorbinate, unreasonable and wasteful spending has depleted the finances of the company, forced the company to exhaust its lines of credit and paced the future of the company in peril. Smith in essence used the companys resources as his own private bank and bank roll to the detriment of the company, the value of the company and the shareholders of the company and other activities which had no bearing on the LLC, were not in the LLCs best interest, and which severally depleted the cash flow and resources of the company. 50. As a result of these actions of the Individual Defendants, the Schaffer has been and will be damaged. COUNT IV Excessive Compensation 51. Schaffer re-alleges the preceding paragraphs as set forth above and incorporate them herein by reference. 52. Based upon the allegations of the complaint and the facts of this matter, the majority Shareholder/member has received, in violation of corporate law, the operating agreement, employment contracts and corporate documents, has received compensation from the LLC in excess of his appropriate amounts over the past 20 years. 53. As a result of these actions of Smith, Schaffer has been and will be damaged. COUNT V Accounting of the company 54. Due to the admitted breaches of fiduciary duty by Smith in his individual capacity and as the Chairman of the Board, Managing Director, CEO, and President which includes the unauthorized taking of money from the company and other accounting irregularities the minority members and shareholders and the clear allegations contained in this complaint of fraud, breach of fiduciary duty, corporate waste, and under Colorado Corporate Law, Schaffer demands a full and complete forensic accounting of the books and records of the company dating back to the re-organization in 2003.

COUNT VI JUDICIAL DISOLUTION OF CORPORATION Shareholder Oppression 55. Plaintiffs re-allege the preceding paragraphs as set forth above and incorporate them herein by reference. 56. Based upon the above facts and pursuant to Colorado law, the Shareholders move this court for this court to dissolve the LLC. 57. The facts averred in this complaint show that the directors or those in control of the LLC have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent. 58. Pursuant to CRS 7-114-301 (2)(b) the conduct of the director constitutes oppression under the statute. The directors have acted in a burdensome, harsh and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or a ... departure from the standards of fair dealing, and a violation of fair play on which every shareholder who entrusts his money to a company is entitled to rely. 59. Based upon the facts averred in this complaint the actions of Smith, APSE, and Smith acting on behalf of APSE rise to this level of illegal, oppressive, or fraudulent activities and thus require a judicial determination that the LLC as a matter of law should be dissolved. WHEREFORE, Plaintiffs pray for judgment as follows: As a result of the Individual Defendants wrongful conduct, the plaintiffs have suffered economic loss, intangible losses and losses to their interest in the company. On its claim for relief, for actual and consequential damages in an amount to be determined at trial; Any and all such further relief as the Court otherwise deems proper. For an order to disgorge the LLC of its assets to retired the mortgage, Line of Credit and all other debts of the LLC. For an order declaring that the Defendants breached their fiduciary duties to the Company; Requiring that the Board to seek independent valuation of APSE, LLC and retain prominent financial advisors to opine on the damage to the Company; For an order awarding damages, together with pre- and post judgment interest to the Company; For Plaintiffs costs and expenses incurred in this action, including, but not limited to, experts and attorneys fees; and f) for a judicial determination to dissolve the LLC forthwith; g) for a sum sufficient to compensate Plaintiff for his injuries, damages, and losses, as previously described in this Complaint; h). For costs, expert witnesses fees, and other costs of suit; i) for interest as provided by law;

j) for leave to amend to add a claim for punitive damages, if allowed by law and supported by the evidence as developed through discovery; k) for a full forensic accounting of the company; l) as a direct and proximate result of the Individual Defendants actions as alleged above, APSEs market capitalization has been substantially damaged. m) further, as a direct and proximate result of the Individual Defendants conduct, APSE has expended and will continue to expend significant sums of money. Such expenditures include, but are not limited to: n) costs incurred in investigating and defending APSE, LLC in this lawsuit, plus potentially millions of dollars in settlement or to satisfy an adverse judgment; p) costs incurred from the loss of the Companys customers confidence in APSE, LLCs services. q) moreover, these actions have irreparably damaged APSEs corporate image and goodwill. For at least the foreseeable future, APSE will suffer from what is known as the liars discount, a term applied to the stocks of companies who have been implicated in illegal behavior and have misled the public, such that APSEs ability to raise equity capital, engage new clients, or debt on favorable terms in the future is now impaired. r) for such other and further relief as may be just and proper. DATED: November 21, 2011 THE PLAINTIFF REQUESTS A TRIAL BY JURY _____S/Peter Schaffer_____________ By: Peter Schaffer #17042 Duly signed copy on file at the offices of Peter Schaffer, Attorney at Law LLC Attorneys for Plaintiff 400 South Steele Street Suite 47 Denver, Colorado 80209 303 961 3300 Peterschaffer8@gmail.com Address for Plaintiff 400 South Steele Street Suite 47 Denver, Colorado 80209 303 961 3300

CERTIFICATE OF SERVICE The undersigned hereby certifies that on this 21st day of November, 2011, a true and correct copy of the foregoing COMPLAINT was served via CourtLink File and Served on the following: Attorney for Plaintiff APSE, LLC

Richard G. Sander, #12504 Christopher Noecker #39462 Sander Ingebretsen & Wake, P.C. 1660 17th Street, Suite 450 Denver, CO 80202 Phone No.: (303) 285-5300 Fax No.: (303) 285-5301 Email: rsander@siwlegal.com; cnoecker@siwlegal.com ( ) by First-Class U.S. Mail ( ) by Hand Delivery ( ) by Facsimile to (303)284-0848 ( ) by Overnight Mail (xxx ) by Electronic Filing