•12/30/J003_i9j 12 FAX 646 428 1979 US SECURITIES & COMM 1^1002/022
A»-»-«*
o
a s
//o
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)
&
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
r
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
r-
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
10
12/30/2003 19:13 FAX 646 4261979 US SECURITIES & COMM 1^012/022
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
11
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.
12
12/30/2003 ;9:14 FAX 646 426 1979 US SECURITIES & COMM ©014/022
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).
13
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
14
12/30/2003 19:14 FAX 646 426 1979 US SECURITIES & COMM ©016/022
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.
15
12/30/2003 19; 14 FAX 646 426 1979 US SECURITIES & COMM @017/022
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
16
12/30/2003 19; 14 FAX 646 426 1979 US SECURITIES & COMM ©016/022
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
17
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
18
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