Earl and Associates

					                            Earl and Associates
                         Professional Services LLC
                                   2167 N.E. Loop 410 #F18
                                  San Antonio, Texas, 78217

                                           210-777-3275

                              E-Mail: earlandassociates@gmx.com

                                            License # A15147



                                    Investigative Report

  DATE: 10/15/2008

  CLIENT: Langley and Banack

  REF: Sean Darwish / Rex Decker

After meeting with both Sean Darwish and Rex Decker and discussing several events that had
transpired over the last few weeks they are concerned that a conspiracy to commit fraud may have been
attempted by some employee(s) and the CEO Greg Nakagawa at Broadramp Inc. Facts that support this
theory are explained below:

   (1) Sean Darwish and Rex Decker are the founders, best friends and primary stock holders in the
       company and combined own 78% share of common stock.
   (2) Greg Nakagawa is hired by founders and venture capital group from New York for the CEO
       position and given a three year contract and 7% (1,180,818 assigned options) stock options.
   (3) Greg Nakagawa’s employment contract has performance requirements and vesting of stock
       options after 3 years which would require him to pay a predetermined value for each share.
   (4) The company grows and Broadramp’s current stock is valued at $1.57 per share which would
       require Greg Nakagawa to come up with just under $2 Million dollars to vest and own his stock
       options. Greg Nakagawa goes thru a divorce around 2006 which may have hurt him financially.
   (5) At three board meetings on 10-09-2007, 01-16-2008 and again on 04-23-2008 (Refer to
       Certified copies of Minutes of Broadramp Inc Board of Directors Meeting) Greg Nakagawa and
       Mike Fong tried to have only Greg Nakagawa’s stock option re-priced to .05 per share so that
       he can vest his stock at much lower than others. This would mean that he would have to come
       up with $59,040 instead of the much greater $1,853,885. Sean Darwish and Rex Decker
       objected and believed this to be illegal and completely unethical. Subsequently, several
       independent professionals including three specialized attorneys and a registered financial
       advisor were engaged by Sean Darwish and Rex Decker to evaluate Mike Fong’s and Greg
       Nakagawa’s request to re-price Greg Nakagawa’s stock options. At a later time and after
       thorough professional review of the issue, all confirmed that it would not be in the best interest
       of the company, the investor’s or the rest of share holders to re-price only Greg Nakagawa’s

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    options. In fact, during several discussions in person and on conference calls with attorneys
    everyone shared the opinion that it would probably be illegal. Oddly enough Mike Fong the sole
    venture capital representative and Board Member was the one who initiated the request and was
    emphatically in support of it despite these findings.
(6) Rex Decker a director and board member noted that Greg Nakagawa has failed to meet all of his
    required objectives in accordance to his employment contract for almost three years. This could
    be cause for termination of his contract. However, the only thing that prevented his termination
    was a clause that Mike Fong included in the investment papers stating that he would have to
    approve the termination which he refused to do. This topic, as well as the termination of other
    non-performers was being discussed via private/personal emails (Yahoo/Gmail/TimeWarner)
    between the founders Sean Darwish and Rex Decker.
(7) Mike Fong comes to Broadramp’s office unannounced in June of 2008 and meets with
    employees while Sean Darwish is out of town. During this meeting Mike Fong verbalized his
    commitment to the BroadRamp technology. He proceeded to hand out his personal business
    cards to all employees with instructions to contact him directly for any reason. This is highly
    unusual and irregular for an investor to do especially since he has previously restricted his visits
    to quarterly board meetings. Mike Fong is only a board member and not an employee or
    executive of the company and has no operational authority in the company. It is believed that he
    met personally with Steve Carraghan the network administrator at this time.
(8) At the Board of Director’s meeting held on July 17, 2008, Mike Fong, Greg Nakagawa and Joe
    Pelayo attempted to orchestrate a coup by implementing a company reorganization plan that
    essentially strips the founders Sean Darwish and Rex Decker of their executive positions and
    financial oversight. Those same financial oversights were commended by the venture capitalists
    board of directors in December of 2007 second round funding review session. In preparation for
    all prior board of director meetings, Greg Nakagawa always closely coordinated all agenda
    items with founders before the actual meetings. In this case, Greg Nakagawa refused to share
    agenda items with founders Sean Darwish and Rex Decker and sprung his new reorganizational
    plan during the meeting. Secretary Rex Decker formally requested that the reorganizational plan
    be tabled to allow founders to thoroughly review but Mike Fong and Greg Nakagawa ignored
    the request and proceeded. As a result Secretary Rex Decker made a motion to indefinitely
    postpone further discussion of the issue and Sean Darwish seconded the motion.
(9) During a visit to Bank of America (the company bank main branch downtown on Pecan St.)
    founders Sean Darwish and Rex Decker learned that on 07/18/2008 the day after the board
    meeting, a new signatory card change is submitted to the bank adding Greg Nakagawa to the
    account as a party having complete account access and check signing authorization which was
    never discussed or approved during the board meeting. In addition, founders were told by
    account officer at the bank that additional documentation was submitted by Greg Nakagawa and
    company CFO, Bob Kilduff, requesting the removal of both Sean Darwish and Rex Decker
    from the account. The account was originally established by the founders Sean Darwish and Rex
    Decker and was maintained until this date by the founders only, with Rex Decker being the
    primary. For these changes to legitimately take place, Greg Nakagawa and Bob Kilduff would
    have to introduce a board of director’s resolution signed by board members including Sean
    Darwish and Rex Decker. No such document was ever introduced, approved or signed by board
    members Sean Darwish and Rex Decker.
(10) On 07-24-2008 Sean Darwish discovers that one of his two IT personnel (Steve Carraghan) is
    intercepting both his and Rex Decker’s e-mails, both company and personal, is printing copies
    of them and has copies of those e-mails sitting in his office as well as taking copies outside the
    office. Sean Darwish immediately calls in two private investigators (Stephen Fuchs and Mike


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       Earl ) and a Computer Forensics specialist ( Mark Yoder ) to investigate and possibly collect
       evidence. Upon arrival, Stephen Fuchs was able to talk with Steve Carraghan and asks him
       about accessing and printing Sean Darwish and Rex Decker’s emails. Steve Carraghan initially
       agreed to speak with Stephen Fuchs and claimed he was instructed to access and print Sean
       Darwish and Rex Decker’s emails by Mike Fong and Greg Nakagawa. The interview was
       conducted in the office of the CFO Bob Kilduff who was also present when the statements were
       made. The Shavano Park Police were called out at Steve Carraghan’s request and came to the
       office (Refer to Report # 08-1953 by Officer Donnie Miller). Evidence collected from Steve
       Carraghan’s office included printed emails both personal and company between founders Sean
       Darwish and Rex Decker and an email log that showed Rex Decker’s personal login and
       password hand written on it. In addition, the hard drive from Steve Carraghan’s computer
       which was in his office as well as two hard drives from the email servers were also collected. In
       order to insure proper chain of custody, the hard drives, email printouts and email log were all
       seized, initialed, and secured as evidence with chain of custody documentation.(Also refer to
       our Investigation Report for that date for more details).

(11) Also on 07-24-2008 one of the employees (Shay Johnson) became upset when Sean Darwish,
    acting as an executive officer of the company and person ultimately responsible for network
    security, instructed all company personnel to shut down their computers and leave the premises. Ms.
    Johnson became emotional, started crying and went into Jack Hall’s office (VP of Marketing) where
    she soon calmed down after a short time and then went home.

   (12)        7/25/2008 (the next day) Sean Darwish Confronts Greg Nakagawa about the illegally
       intercepted personal and company e- mails, and Greg Nakagawa’s initially denies knowing
       anything about them, then later on during the same discussion admitted that Carraghan had
       delivered printed copied of some of these email to him. He also indicated that he told Steve
       Carraghan that he highly suggests he stop doing it. Greg Nakagawa never notified Sean
       Darwish, Rex Decker or other members of the Board of the fact that Steve had been illegally
       intercepting Sean Darwish’s and Rex Decker’s e-mail or spying on both of them. No
       disciplinary action was taken against Steve Carraghan for this action by Greg Nakagawa.
   (13)        In an interview with the second IT tech Chad Norgan, Sean Darwish learned that
       Carraghan had been illegally accessing and printing personal and company email
       communications between founders and board members Sean Darwish and Rex Decker for
       several weeks which will correspond with Mike Fong’s unannounced visit in June. In these
       emails Sean Darwish and Rex Decker privately discussed many personal and company affairs
       relating to CEO and other employee non-performance, lack of revenue, company financial
       position, corrective actions necessary for the survival of the company, and other opinions that
       they shared under expectations of privacy protected by law. By illegally accessing, distributing
       and sharing these private communications with employees who are directly discussed between
       founders Sean Darwish and Rex Decker, Steve Carraghan seriously prejudiced the founder’s
       ability to effectively communicate with employees and management staff and prevented them
       from conducting business as usual. In particular a discussion between founders Sean Darwish
       and Rex Decker regarding the termination of the CEO Greg Nakagawa for complete lack of
       performance. In addition, the same communications discussed the termination of other non-
       performing employees including Jack Hall, Shay Johnson, Tiffany Gabaldon, and Steve
       Carraghan. Other communications discussed the lack of accountability by Joe Pelayo and his
       team in the production department.



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(14) On the morning of 7/25/2008 less than sixteen hours after the email spying incident was first
    discovered (the email incident was at 5:15PM 7/24/08) Greg Nakagawa informs Sean Darwish that
    Shay Johnson has accused him of assault and that a settlement could is being discussed in the
    amount of $50,000 - $100,000 and possibly more. He added that this could result in bankrupting
    the company as the settlement amount could be much greater. This is without any investigation,
    review, litigation or consultation with law enforcement or attorneys. Greg Nakagawa tells Sean
    Darwish that Shay Johnson is considering filing a lawsuit against the company and has retained an
    attorney to handle her case. Greg Nakagawa indicates that he and Bob Kilduff the CFO are looking
    into one of the company insurance policies to cover this suit. Sean Darwish indicates that we did not
    have such insurance and Greg Nakagawa states that they think Key Man insurance policy could
    cover this and are investigating the policy. Sean Darwish tells Greg Nakagawa that he never
    touched or assaulted Shay Johnson as he does not know her or would have a reason to do such a
    thing. Greg Nakagawa does not appear interested in investigating Sean Darwish’s side and seems
    more interested in a quick payout (Clearly not in the company’s best interest). Greg Nakagawa
    indicated that he has signed statements from two witnesses who corroborated Shay Johnson’s
    allegations, (Jack Hall and Tiffany Gabaldon which were both mentioned in the emails between Rex
    Decker and Sean Darwish for immediate termination). Sean Darwish asked Greg Nakagawa for a
    copy of the statements and Greg Nakagawa refused to provide them. They were eventually provided
    weeks later during civil litigation. Greg Nakagawa tells Sean Darwish he must leave the office and
    proceeds to suspend him by providing a letter of suspension signed by the controller of the company
    Doug Toscano and tells him he cannot come back into the office. Although Greg Nakagawa did not
    have the authority to suspend Sean Darwish under the corporate charter, Sean Darwish complied in
    order not to disrupt the peace. Sean Darwish and Rex Decker own 78% and are the founders of the
    company while Greg Nakagawa is an employee of the company. Doug Toscano had two police
    officers escort Sean Darwish out of the office. Refer to Shavano Park Police Report #08-1967
    Officer R. Quintanilla #409

(15) Sean Darwish proactively contacted the agent (John Nau) of the insurance company for the Key
    Man Insurance to advise him of Greg Nakagawa’s comments and intention and learned that Greg
    Nakagawa has already requested a copy of the insurance policy which the insurance company had
    already mailed. Sean Darwish receives information during the week from people inside the office
    that Greg Nakagawa is still checking into Sean Darwish’s Key Man Insurance policy to see if they
    can get them to pay out a settlement for Shay Johnson. Sean Darwish believes that Greg Nakagawa
    is trying to get a large sum of money to quickly pay off Shay Johnson even as early as within the
    next few days. Sean Darwish is still not allowed back into the office. Off duty police officers were
    hired by Greg Nakagawa to work in uniform inside the office 24 hours a day (at a cost of $225.00
    per shift) to keep Sean Darwish out if he tries to enter. Sean Darwish has given Greg Nakagawa no
    indication he would try to force his way back in the office. The Shavano Park Police Dept is a small
    city police dept with a fast response time. Should Sean Darwish have decided to return and the
    police had been needed, their response time would have been only a few minutes. Also there was no
    legal way Greg Nakagawa could use the police to keep Sean Darwish from coming back to the
    office if Sean Darwish wanted to return as this was entirely a civil matter which the police could not
    get involved in. The expense of the police officer being in the office was a huge waste of company
    funds ultimately costing the company over $40,000.

(16) On 7/31/2008 Sean Darwish meets with Mike Earl and Stephen Fuchs at Jims on Blanco and
    1604 and advises them of what has happened. Mike Earl advises Sean Darwish he was standing
    behind him when he asked Shay Johnson to turn her computer off and leave the building early along


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   with all employees. Mike Earl witnessed the entire incident and can testify to the fact that Sean
   Darwish never touched her. Mike Earl is a retired police chief/officer with many years of police
   service and now works as a private investigator. Mike Earl was unaware of any assault allegations
   by Shay Johnson. Sean Darwish was not aware of that Mike Earl was standing behind him and had
   witnessed the entire incident until this time. Mike Earl provides a signed report pointing out the fact
   that Sean Darwish had never assaulted her. Sean Darwish now has a credible witness to his
   innocence in this alleged assault which he provided to the Shavano Park Police Department. In
   addition to Mike Earl’s statement there were two uniformed Shavano Park Police officers who
   arrived at the office and had been called there by Steve Carraghan on the day of the incident. At any
   time she wanted Shay Johnson could have approached either of these officers and made a report yet
   Shay Johnson did not file a report with either of the officers.


(17) Sean Darwish learns he has two potential witnesses from the company who also can assist in
    his defense in this alleged assault and arrangements are made to get sworn statements from
    them. Private Investigator Stephen Fuchs met with both witnesses individually and obtained
    sworn statements. During the course of the investigation Stephen Fuchs learns that Shay
    Johnson has a history of deceit and theft. (Refer to investigation reports and sworn statements)

(18) Sean Darwish is so concerned that Greg Nakagawa and Shay Johnson are conspiring to file false
    assault charges and commit some type of insurance fraud or defraud the company out of money,
    that he notifies his insurance company and he arranges to meet with Rex Decker, Mike Earl, and
    Stephen Fuchs at the Shavano Police Dept so that they can talk with the Chief of Police (Curtis
    Stewart) and let the police department know of the circumstances and their suspicions. A meeting
    with the police chief takes place and a police report is generated (Case # 08-2027). A follow up
    meeting later that afternoon is arranged to meet with the Shavano Park Police Deputy Chief /
    Investigator (Roy Aguilar) At Approx 3:45pm Sean Darwish, Rex Decker, Mike Earl, and Stephen
    Fuchs met at the Shavano Park Police Dept with Deputy Chief Roy Aguilar. They voiced their
    concerns regarding their suspicions related to the fraudulent assault allegations, the email spying
    and computer crime, possible insurance fraud, and conspiracy to defraud the company. According
    to the police department Shay Johnson had never filed formal charges against Sean Darwish. This
    was inconsistent with Greg Nakagawa’s attempts to accelerate the settlement and payoff and is
    especially odd since she had not filed formal charges or gave any sworn statements.

(19)    On 08-01-2008 after meeting with Deputy Chief Aguilar, Stephen Fuchs met with Adam
     Guerrero and Martha Trevino, both employees of Broadramp. Stephen Fuchs obtained sworn
     statements from both (Refer to Statements).
(a) Adam Guerrero statement is that he was present during part of the time Sean Darwish was at Shay
     Johnson’s desk and never saw Sean Darwish assault or touch Shay Johnson.
(b) Martha Trevino’s statement refers to Shay Johnson’s demeanor after the incident, her character and
     credibility. Part of Martha Trevino’s statement outlines statements made by Shay Johnson’s
     corroborating witness and friend, Jack Hall, and his history of filing multiple lawsuits. Shay
     Johnson and Jack Hall (VP of Marketing) have previously worked together and Jack Hall hired
     Shay Johnson to work at BroadRamp. Martha Trevino stated that she heard Shay Johnson talking
     about how easy it was to scam money out of a company and that Shay Johnson has talked about
     scamming her roommate out of money too. Martha Trevino and Shay Johnson sit next to each
     other at work. Martha Trevino added that Jack Hall has bragged to her about the numerous
     lawsuits he has filed and all the money he has made from them.


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       On 7/30/2008 Martha Trevino observed Shay Johnson, Jack Hall, and Greg Nakagawa in the CEO’s
       office laughing and joking together. And again on 8/1/2008 she observed Shay Johnson, Tiffany, and
       Jack Hall in Jack Hall’s office laughing and joking together. Martha Trevino thought it is very odd
       that the CEO and Jack Hall (Vice President of Marketing) would be acting this way with Shay Johnson
       who is allegedly in the middle of negotiating a settlement that in the CEO’s own words “Might
       Bankrupt this Company.”

(20) On 08-05-2008 Shay Johnson goes to Shavano Park and files an assault report against Sean Darwish
    Darwish. (Case # 08-2058 by Officer Raymond Morin) In checking with Deputy Chief / Investigator
    Aguilar, Stephen Fuchs was told their department requires that Shay Johnson follow up this report
    with a sworn affidavit in order to formally file the assault charge. Investigator Aguilar stated to his
    knowledge Shay Johnson never did file a sworn affidavit.

(21) Sean Darwish and Rex Decker hire civil attorneys to represent them from the Law Firm of Langley
    and Banack, 745 E. Mulberry Ste 900, San Antonio, Texas 78212-3166, Office 210-736-6600. They
    are represented by Attorneys: Moulton Dowler, Peter Kilpatrick and Jim Lowery. After review of the
    Broadramp Inc. corporate paperwork by the attorneys it is confirmed that Rex Decker and Sean
    Darwish own 78% of the common stock and that CEO Greg Nakagawa has no authority to keep Sean
    Darwish from the office.

(22)      In addition to the allegations against Sean Darwish Shay Johnson also alleged that the person in
       charge of Human Resources (Doug Toscano) sexually harassed her. There however appears to be no
       investigation into this alleged sexually harassment charge even though it is included in the settlement.
       Doug Toscano is not suspended and is allowed to remain on the job, unlike Sean Darwish. No one else
       is asked to write any reports if they had been sexually harassed by Doug Toscano. Doug Toscano is not
       asked to write a report that we are aware of. Doug Toscano is allowed to continue to do his job and
       remain at his desk which is directly next to Shay Johnson’s desk. They are not even separated pending
       an investigation. It is also learned that Shay Johnson is asking for $420,000 in damages and is being
       represented by an attorney out of New York (Kahlid Jones) who we later find is not even licensed to
       practice law in Texas. This is an unusually high settlement amount considering Shay Johnson suffered
       no physical injuries, had no medical expenses, lost no time at work and was in fact working again in
       the office. She had not even made out a sworn statement as to what happened or formally filed
       charges.

(23)      Stephen Fuchs meets with Shay Johnson’s ex-roommate and former co-worker, Irene King. Irene
       tells Stephen Fuchs that she has filed criminal charges for check forgery and illegal use of her credit
       card against Shay Johnson and that Shay Johnson has a long history of deceit. On 8-12-2008 Stephen
       Fuchs obtains a sworn statement from Irene King as to these facts (Refer to Sworn Statement and
       Investigation Report).

(24)     Two Witnesses in the Broadramp office (Luz Castillo and Martha Trevino) give statements about
       activity they observe going on at Broadramp. Martha Trevino states that she observes Shay Johnson
       on several occasions in the office of Jack Hall (Vice President of Marketing) laughing and joking and
       is overheard on several occasions to be talking to Jack Hall apparently about the pending lawsuit
       against Sean Darwish. Witness Martha Trevino believes this to be very odd that a corporate officer
       would console an employee about a pending lawsuit against the company, corporate officer and board
       member Sean Darwish while Nakagawa would not take any action to stop this. Jack Hall has bragged


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       to Martha previously about the many lawsuits he has filed and won. Shay Johnson is also observed in
       Greg Nakagawa’s office with Jack Hall laughing and joking around and talking. Shay Johnson is
       allowed to come in late, leave early, take extended lunch breaks without any punitive action being
       taken against her by company executives or the company CEO Nakagawa. In fact the witnesses notice
       that those people who wrote statements against Sean Darwish all seem to be getting privileged
       treatment, including their own office, raises, work from home, come in late, extended lunches, leave
       early. This is all done with the apparent approval of the CEO Greg Nakagawa. And this activity
       continues to this day.

(25)      On 08-11-2008 Sean Darwish and Rex Decker Meet with their attorneys and then go to Bank of
       America and talked with the account manager Alan Kramer (Downtown Office on Pecan) and asked if
       there were any changes to the account. They found that Greg Nakagawa had been added as a fourth
       Signature to the account Only Rex Decker, Sean Darwish, and Bob Kilduff-Chief Financial Officer
       were suppose to have signature authority on this account. Rex Decker and Sean Darwish founded the
       company and are the primary signators on this account. In addition they got the impression that some
       type of change activity had occurred and they were possibly opening a new account where Rex Decker
       and Sean Darwish would not have oversight or signatory control. Rex Decker and Sean Darwish
       however were not shown paperwork or confirmation to document that fact. Two signatures are
       required for any check above $5,000.00. By adding his name to the account Greg Nakagawa now could
       sign a check with the CFO - Bob Kilduff and pay off Shay Johnson if he wanted. The addition of Greg
       Nakagawa was not authorized by Rex Decker or Sean Darwish. The payoff of Shay Johnson would
       also add credibility to Shay Johnson’s assault allegation and make it very difficult for Sean Darwish to
       return to the office and would give Greg Nakagawa control of the company. During the visit with the
       bank officer Sean Darwish and Rex Decker were told by Mr. Kramer that a request was submitted in
       writing by Greg Nakagawa and Bob Kilduff to remove Sean Darwish off the account and another
       request was pending to remove Rex Decker too. This was never discussed at a board level at
       BroadRamp which is required to legitimately make such changes to the account. Mr. Kramer added
       that he believes that the bank received some documentation from Bob Kilduff to support the requested
       changes and the removal of Sean Darwish and Rex Decker. When Sean Darwish and Rex Decker
       stated that they had no knowledge of any board resolution that would approve such changes. Mr,
       Kramer left the room and when he came back his demeanor changed considerably and he stated that a
       mistake has been made and that he would correct it immediately by offering Sean Darwish and Rex
       Decker to sign a new signatory card which makes Sean Darwish and Rex Decker the only authorized
       signers on the account.

       The visit to the bank by Sean Darwish and Rex Decker was motivated by the information they received
       earlier in the day from their attorney regarding a phone call with Shay Johnson’s attorney in connection
       with a possible settlement. Sean Darwish and Rex Decker’s attorney Peter Kilpatrick initiated a call to
       New York Attorney Kahlid Jones to offer him a $5000 nuisance settlement for Shay Johnson
       authorized by Sean Darwish and Rex Decker and end the matter knowing very well that Sean Darwish
       had never truly assaulted Shay Johnson as she initially alleged. Peter Fitzpatrick was told by Kahlid
       Jones that this was shocking news to him and perhaps would upset his client considering because he
       thought they were few days away from settling this matter for the $420,000 according to BroadRamp
       attorney Dan Burke. Kahlid Jones stated that he would take the offer back to Shay Johnson but that she
       would probably reject it.

(26)     Greg Nakagawa gets written claims from some employees that they are afraid of Sean Darwish.
       During Negotiations Greg Nakagawa now wants to get rid of Sean Darwish and Rex Decker


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       completely. Greg Nakagawa proposes an offer that does not allow Sean Darwish to ever come back
       into the office and would effectively allow Greg Nakagawa to run the company and only he and Bob
       Kilduff name would be on the bank account. Greg Nakagawa would then be able to spend money as he
       pleased. It is later learned that some of the employees made these statements simply because they were
       mad at Sean Darwish about one thing or another and not because they actually feared him. Greg
       Nakagawa was using any means he could to keep Sean Darwish out of the office.

(27)     Shay Johnson is set for a deposition hearing at Sean Darwish’s attorney’s office but she calls Sean
       Darwish’s attorney the preceding evening and leave a voice message that she has no intention of
       showing up to such proceeding despite the court order. Shay Johnson informs Human Resourses at
       BroadRamp that she would not be in to work the following day because she is scheduled to give a
       deposition. Shay Johnson shows up in the afternoon to work and claims that she just came back from
       giving the deposition and things went great. This was heard by Martha Trevino while she was working
       in the office that afternoon. Shay Johnson did not show up for the deposition and was found in contempt
       of court. The Judge issued a civil judgment for Sean Darwish against Shay Johnson in which the court
       finds; A @Plaintiff Sean Darwish is hereby granted Declaratory Judgment that he did not in any capacity,
       assault Shay Johnson, or otherwise engage in any illegal or actionable conduct related to Shay Johnson
       at any time, anywhere, in any capacity, up to the date of this judgment, including but not limited to
       assault, battery, or intentional infliction of mental distress or any other claims asserted by or on behalf
       of Shay Johnson up to the date of this Judgment. APlaintiff’s total judgment against Shay Johnson is
       $100,000 exclusive of court costs. The Judgment in Sean Darwish’s favor was for attorneys $35,000
       fees and $65,000 for Slander. This was signed in 225th Judicial District Court by Judge L. Massey on
       09-11-2008 (Cause # 2008-CI-12793). Clearly the Judge in this case believed that Shay Johnson had
       falsely accused Sean Darwish and awarded him civil damages for it. Shay Johnson was afforded 30
       days to appeal in accordance with the law and to our knowledge has never filed an appeal.

(28) During litigation Sean is provided with documentation from Greg Nakagawa’s attorney. This includes
     written statements from Shay Johnson, Jack Hall, Joe Pelayo, Bob Kilduff, Greg Nakagawa and Steve
     Carraghan. These statements are in reference to the alleged assault and in reference to the email spying.
     They also provide copies of a number of additional emails that were intercepted by Steve Carraghan
     between Sean Darwish, and Rex Decker along with other communications they had with others
     including Martha Trevino and Izzy (Isreal Cardoza). Many of these were from Personal accounts as
     well as from the company account. Steve Carraghan felt that he had the authority to monitor these
     accounts because he was directed to do so by Mike Fong and Greg Nakagawa. In a e-mail dated June
     30th 2008, to Mike Fong , Steve Carraghan, states he finds out that Sean Darwish has “set his sights on
     him” and now he is not getting a $3,000.00 Bonus.

(29)       On 09-11-2008 Sean Darwish’s Attorneys obtain a temporary restraining order against Greg
       Nakagawa Nakagawa, Joseph Pelayo, and Michael Fong. The order contains 13 directives which allow
       Sean Darwish to go back to the office at Broadramp and have access to all files, and prevents Greg
       Nakagawa from sending any of the workers home (as he had previously do when Sean tried to come in
       and work) or paying Shay Johnson any money. This order was signed in the 150th Judicial District Court
       by Judge L Massey. (Cause # 2008-CI-15545)

(30)      On 09-12-2008 The parties are served with the Temporary Restraining Order and Sean Darwish
       returns to work at the office. Some people violated the order and left without authorization. Greg
       Nakagawa never reprimanded or disciplined any of the employees who violated the court order despite
       the fact the order clearly specified that Greg Nakagawa must instruct the employees to heed the TRO.


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       Doug Toscano (who had a copy of the TRO in his hand) locks file cabinets when he leaves work to
       prevent Sean Darwish from having access and refuses to unlock them even when called to come back
       and do so. At 9:30pm that night Greg Nakagawa and his Attorney (Lea Ream), along with Attorney
       Daniel Burke showed up and demanded to know what was going on. Sean Darwish’s attorney Peter was
       present visiting with Sean Darwish regarding the TRO and came out to talk to Lea when she started
       ranting and raving about how she did not appreciate the way Peter obtained the TRO without notifying
       her. Peter attempted to explain to lea that the reason the court issued the TRO without notifying her is
       the fact Greg Nakagawa has instructed all the employees to leave the building in the event Sean
       Darwish is ever to return to the building. Peter demanded that Lea comply with the court order and
       unlock company cabinets so Sean Darwish and Rex Decker can review company files and see what has
       transpired in the company during the time he was gone from the office. Lea, Greg Nakagawa and Dan
       Burke refused to comply and stated that they did not have keys to any of the cabinets. After waiting for
       nearly 2 hours and when Peter and Sean Darwish decided to call a locksmith to unlock the cabinets it
       was then when Greg Nakagawa produced a key to unlock them. Additionally, Lea had brought an off
       duty airport police officer and instructed him to video tape Sean Darwish and Rex Decker around the
       clock while in the office. It was odd that Lea Ream, Greg Nakagawa and Dan Burke were refusing to
       open company file cabinets that would contain nothing but legitimate company records that Sean
       Darwish and Rex Decker have all the right to review even if the TRO did not demand it. While going
       through some of the files Rex Decker discovered documents that showed that Greg Nakagawa had paid
       Lea Ream for representing him in his personal suit by reimbursing himself from company funds. Rex
       Decker and Sean Darwish also found that Dan Burke had been paid a large sum of money in the excess
       of $55K for legal services of which $10K he was paid on the day of the alleged assault incident (07-24-
       2008). Attached with the paperwork that Rex Decker discovered was a copy of an email from Dan
       Burke affirming the reimbursement to Greg Nakagawa. Dan Burke was also in the middle of negotiating
       the settlement agreement on behalf of Greg Nakagawa and the company with Shay Johnson for
       $420,000. The TRO clearly stated that Greg Nakagawa is prevented from using company funds for
       personal matters or anything other than company legal matters. Lea Ream, Greg Nakagawa and Dan
       Burke asked if Sean Darwish or Peter Fitzpatrick had entered Greg Nakagawa’s office which they both
       indicated they did not but are authorized to do in accordance to the TRO in hand. Sean Darwish is not
       given access to Greg Nakagawa’s office or any files in that office at this time in direct violation of the
       TRO. Lea, Greg Nakagawa and Dan Burke met in Greg Nakagawa’s office where they remained while
       Sean Darwish and Rex Decker where going through some of the company files once the cabinets were
       finally opened by Greg Nakagawa. After being in Greg Nakagawa’s office for a short period Sean
       Darwish observed all three departing the office and Greg Nakagawa had some files in his hand.

(31)      Sean Darwish and Rex Decker also find documentation that shows that Jack Hall received
       performance bonuses after Sean Darwish was suspended and asked to leave the office. In addition,
       documentation showed that all the employees that wrote statements regarding Sean Darwish were given
       raises and some were promoted while the employees who had seniority and have performed amicably
       were not given any raises or promotions. This was extremely odd considering that Sean Darwish and
       Rex Decker felt that Jack Hall’s performance was so inadequate that they suggested to the board that he,
       Shay Johnson and Tiffany are to be terminated immediately. Yet Greg Nakagawa grants Jack Hall and
       others an immediate 10% raise and bonuses in excess of $21K. Sean Darwish also got information that
       Shay Johnson, Tiffany Gabaldon and Jack Hall are already scheduled for a company paid trip to Hawaii
       on a marketing trip.

(32) Sean Darwish and Rex Decker believe that Mike Fong, Greg Nakagawa, and Steve Carraghan
    conspired together to illegally intercept and share the contents of, private and company e-mail between


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    Sean Darwish and Rex Decker and others for the purpose of removing them (Sean Darwish and Rex
    Decker) from the company and taking the company from them, rapidly exhaust the capital reserves and
    put the company into bankruptcy whereby the venture capitalists could make a claim on the technology
    patents. The economic gain of this move would be potentially worth hundreds of millions of dollars.
    Not only would this be detrimental to the co-founders, but also will result in a significant economic
    blow to the State of Texas with loss of current jobs and the potentially thousands of additional jobs that
    will be created by this disruptive new technology in the years to come. This would be a great loss for the
    future of technology in the state of Texas. During the past few years and while Sean Darwish was
    developing this technology he had the honor of meeting and consulting with many state officials and
    dignitaries because of his commitment to keep this technology and growing the company in San
    Antonio and the State of Texas. Despite several offers from venture companies outside the of Texas
    Sean Darwish and Rex Decker refused to accept funding that was conditional upon relocating out of
    state. This included several meetings with Gov. Rick Perry, US Congressman Bonilla, State Senator
    Joe Bernal, four star General Bill Looney from Randolph AFB, Two star General Dave Mcilvoy, Judge
    Nelson Wolfe, Former HUD Secretary Henry Cisneros, Texas Emerging Technology Fund Director
    Mark Ellison, and many other state and federal officials.

    There is no doubt that if the company is taken over by Mike Fong and the venture group from New York
    that they would move the company outside of Texas. Sean Darwish and Rex Decker believe this is an
    additional motive for removing them from the company..

(33) Sean Darwish and Rex Decker believe that Greg Nakagawa and Shay Johnson and possibly others in
    the company conspired together to defraud the company of up to $420,000. Had Sean Darwish and Rex
    Decker not hired Attorneys and Private Investigators (at great expense to themselves to stop this
    conspiracy and defend their rights), it is very possible this conspiracy would have succeeded. That Greg
    Nakagawa tried to use this alleged assault to distract attention away from the illegal interception of e-
    mails and as a way to discredit Sean Darwish should he try to file criminal charges against him and Mike
    Fong in the e-mail case. The payout of $420,000 from company funds would do serious damage to the
    company financial situation and allow Greg Nakagawa to blame Sean Darwish for it. With this large of a
    payout all the co-conspirators stood to gain considerable financial gain. The attempted quick payout of
    this large of money without proper litigation, mediation, or investigation, in a case without any real
    justifiable damages being shown, clearly was not in the best interest of the company. The actors in this
    conspiracy went well beyond mere preparation and committed several acts (outlined above ) to further
    this conspiracy to defraud the Company (Broadramp Inc) and/or Insurance Companies for Sean Darwish
    and/or Broadramp Inc. Sean Darwish and Rex Decker believe that Mike Fong and Greg Nakagawa are
    still attempting to force out the founders Sean Darwish and Rex Decker and bankrupt the company in an
    effort to take over the patent and own the technology although the Shay Johnson assault allegations and
    proposed settlement did not materialize.

 (34) Since Mike Fong has become a board member ( Approx 3 years) has not made any introductions that
    Rex Decker or Sean Darwish are aware of. It is generally a board members/ investors duty to introduce
    and promote the business. Greg Nakagawa has not met a single one of his performance requirements and
    Sean Darwish and Rex Decker feel had they followed some of his ideas he would have bankrupt the
    company long ago. Because of the corporate paperwork it is impossible for Sean Darwish and Rex
    Decker to fire Greg Nakagawa without Mike Fong’s approval. Mike Fong has resisted attempts to release
    Greg Nakagawa which Sean Darwish and Rex Decker clearly feel is in the company’s best interest. Even
    now with the company in serious financial trouble Greg Nakagawa continues to do things that are
    financially unsound. A plan was offered to Mike Fong by Sean Darwish where he could raise $1M by


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       December 2008 that requires Greg Nakagawa’s support. The company only has enough money for
       approx 60 days than it goes bankrupt. Mike Fong and Greg Nakagawa rejected Sean Darwish’s plan and
       offered no other alternative. Prior to Sean Darwish leaving the office after the Shay Johnson incident the
       monthly burn/expense rate of the company did not exceed $200K per month. The monthly burn/expense
       rate has since more than doubled although there has been no significant change to infrastructure,
       employee pool or income.

(35)      Sean Darwish and Rex Decker believe that Mike Fong and Greg Nakagawa may have conspired
       together to bankrupt the company. With Sean Darwish out of the way Greg Nakagawa would be in
       control of the money. Once in control of the money Greg Nakagawa could bankrupt the company. By
       bankrupting the company, BroadRamp would go into receivership and the rights to the assets including
       the patent and technology could easily go to the Investor Mike Fong. There is no other technology in the
       world known to Sean Darwish or Rex Decker that comes close to doing what they have accomplished.
       The technology has the huge potential because of its many applications and could ultimately result in a
       company valuation exceeding a $1Billion. Mike Fong could then go to the any of his investors now
       owning the technology and get immediate funding to restart a company in another State with full rights
       and without Sean Darwish and Rex Decker. Sean Darwish and Rex Decker started this company with
       their own money and managed to grow it from couple hundred dollars to a $50 Million + company in
       few years. As recently as 10/15/2008 Greg Nakagawa is already talking about filing Bankruptcy and
       shutting the company down. Sean Darwish has ways of saving the company and bringing in funds which
       are being ignored.

       (36) Sean Darwish and Rex Decker tried to work things out internally but were unsuccessful. In order
       to save their company they decide they must file criminal charges against any company personnel who
       have committed criminal offenses and ask that I prepare a report and submit it to the proper law
       enforcement agency for investigation and prosecution.


__________________________
Stephen Fuchs-Private Investigator




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