ROSSBACHER & ASSOCIATES
Henry H. Rossbacher, Esq. (SB #060260
James S. Cahill, Esq. (SB #070353)
445 South Figueroa Street, 24th Floor
Los Angeles, California 90071
Telephone: (213) 895-6500
Fax: (213) 895-6161

LAW OFFICES OF CLIFFORD A. CANTOR
Clifford A. Cantor, Esq.
627 208th Avenue, SE
Redmond, Washington 98053
Telephone: (425) 868-7813
Fax: (425) 868-7870

Attorneys for Plaintiffs and Class Members

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

Plaintiffs, for themselves and on behalf of all others similarly situated, by their attorneys, allege upon personal knowledge as to themselves and upon information and belief as to all other matters as follows:

NATURE OF THE ACTION

1. Plaintiffs bring this nationwide class action pursuant to the California Unfair Competition Act ("UCA") found at California Business and Professions Code §§17200 et. seq. and other laws on behalf of all borrowers or prospective borrowers who, based on nondisclosures and mis-disclosures of defendants (hereinafter collectively "Washington Mutual"), unwittingly paid inflated charges for credit reports, real estate appraisals, flood certification fees, tax service fees, wire transfer fees, express document delivery and/or other loan-related services which exceeded Washington Mutual's actual cost for those services, or in the case of wire transfer fees, Washington Mutual's usual charge to other bank customers.

2. Washington Mutual originates, funds and/or brokers thousands of loan transactions to finance real estate purchases in California each year. Washington Mutual also accepts a large number of applications from prospective real estate buyers who ultimately do not close their loans with Washington Mutual. Washington Mutual requires the borrower or prospective borrower to pay the cost of certain loan-related services in connection with a loan application. Those services may include but are not limited to the furnishing of credit reports, real estate appraisals, flood certification fees, tax service fees, wire transfer fees and express document delivery.

3. This case arises out of Washington Mutual's business acts and practices of (a) failing to inform borrowers or prospective borrowers of the true cost of credit reports, real estate appraisals, flood certification fees, tax service, wire transfer fees, express delivery and/or other loan-related services; (b) providing half-truths and/or misleading and deceptive information about the cost of such services; (c) without disclosure, collecting from borrowers and prospective borrowers inflated charges for those services; and (d) thereby violating the California UCA, unjustly enriching defendants and converting loan proceeds and other funds of plaintiffs and Class members.

4. Plaintiffs seek on behalf of themselves and the Class members (a) to enjoin and restrain violations of California's UCA by defendants including a declaration that the business practices described herein are unlawful, unfair and deceptive, (b) restitution or disgorgement of all improperly inflated charges that defendants collected from plaintiffs and other Class members; and (c) damages and costs from defendants including reasonable attorneys' fees according to proof at the trial of this action.

JURISDICTION AND VENUE

5. This court has jurisdiction over this nationwide class action and all causes of action asserted herein pursuant to the California Constitution, Article VI, §10 and California Business and Professions Code §17204. Each defendant is either a corporation or association organized under the laws of the State of California or a foreign corporation or association qualified to do business and doing business in California or does sufficient business in California, has sufficient minimum contacts with California or otherwise intentionally avails itself of the laws and markets of California by maintaining branch offices in California that were or are continuously open during normal business hours including the branch offices which processed plaintiffs' loans hereinafter described.

6. Venue is proper in this court because defendant Great Western Bank maintained its headquarters in Chatsworth, Los Angeles County, California and some of the transactions with Class members complained of herein occurred in Los Angeles County, California.

PARTIES

7. Plaintiff Paul E. Brown is an individual residing in Chula Vista, California who applied for a loan from defendant Great Western Bank in San Diego, California to finance his purchase of a single family residence. On or about April 7, 1997 the loan closed and Brown received a closing statement "furnished to give you a statement of the actual settlement costs." The form showed amounts that were "paid from borrower's funds at settlement," including line items of $300 for a real estate appraisal fee, $50 for a credit report, $79 for tax service fees, and $19 for flood certification fees.

8. Plaintiff Ronald L. Courtois is an individual residing in Encintas, California who applied for a loan from defendant Great Western Bank in San Diego, California to refinance the purchase of his single family residence. On or about May 1, 1997 the loan closed and Courtois received a closing statement "furnished to give you a statement of the actual settlement costs." The form showed amounts that were "paid from borrower's funds at settlement," including line items of $300 for a real estate appraisal fee, $50 for a credit report, $79 for tax service fees and $19 for flood certification fees.

9. Plaintiffs James N. Myers and Bonnie Myers (hereinafter collectively "Myers") are individuals residing in Moorpark, California who applied for a loan from defendant Great Western Bank in Ventura, California to refinance their purchase of a single family residence. On or about April 1997 the loan closed and Myers received a closing statement showing amounts that were paid from borrower's funds including line items of $300 for a real estate appraisal fee and $50 for a credit report.

10. Plaintiff Mark A. Chadwell is an individual residing in Spring Valley, California who applied for a loan from defendant American Savings Bank, F.A. in Fullerton, California in order to refinance the purchase of his single family residence. On or about July 1, 1997 the loan closed and Chadwell received a closing statement "furnished to give you a statement of the actual settlement costs." The form showed amounts that were "paid from borrower's funds at settlement," including line items of $50 for a credit report, $79 for tax service fees, $22 for flood certification fees, $50 as a lender wire fee and $50 for Federal Express charges.

11. Plaintiff William D. Barry is an individual residing in Green Valley, Arizona who applied for a loan from defendant American Savings Bank, F.A. in San Francisco, California to finance his purchase of a single family residence in San Jose, California. On or about October 21, 1997 the loan closed and Barry received a closing statement "furnished to give you a statement of the actual settlement costs." The form showed amounts that were "paid from borrower's funds at settlement," including line items of $79 as tax service fees, $22 for flood certification fees, $50 as a wire transfer fee and $60 for Express Mail charge.

12. Plaintiff Kim S. Rea is an individual residing in Hermosa Beach, California who applied for a loan from defendant American Savings Bank, F.A. in Rolling Hills Estates, California to finance her purchase of a single family residence. On or about September 25, 1997, the loan closed and Rea received a closing statement. The form showed amounts constituting the "Buyer Final Settlement Statement" including line items of $79 for a credit report and $22 for flood certification fees.

13. Defendant Great Western Bank was a federal savings bank having its principal place of business at 9200 Oakdale Avenue in Chatsworth, California. Defendant Great Western Bank, a subsidiary of Great Western Financial Corporation, originated and/or brokered a large number of loans in California and 26 other states. According to the National Mortgage News, during the first quarter of 1997, defendant Great Western Bank originated more than 10,000 mortgage loans nationally. Great Western Bank originated far more loans in California than any other state. Defendant Great Western Bank maintained numerous branch offices throughout California, including Los Angeles County, and the other 25 states in which it conducted business.

14. Defendant American Savings Bank, F.A. was a federal savings bank having its principal of business at 17877 Von Karman Avenue in Irvine, California. Defendant American Savings Bank, F.A. was a subsidiary of Keytone Holdings, Inc., and was the second-largest loan originator in California. On or about December 20, 1996, Keytone Holdings, Inc. merged with and into Washington Mutual, Inc. and defendant American Savings Bank, F.A. became a subsidiary of Washington Mutual, Inc. Defendant American Savings Bank, F.A. operated 174 branches in California, including 40 branches in Los Angeles County, and a small number out of state.

15. Defendant Washington Mutual Bank, FA is a federal savings bank having its principal place of business in Seattle, Washington. Defendant Washington Mutual Bank, FA, is a subsidiary of Washington Mutual, Inc., which is also headquartered in Seattle, Washington. On or about July 1, 1997, Great Western Financial Corporation merged with and into a subsidiary of Washington Mutual, Inc. As a result of the July 1, 1997 merger, all subsidiaries of Great Western Financial Corporation, including defendant Great Western Bank became subsidiaries of Washington Mutual, Inc. On or about October 1, 1997, Washington Mutual, Inc. caused its Great Western Bank, subsidiary to merge with and into its American Savings Bank, F.A. subsidiary and simultaneously changed the name of the resulting entity to "Washington Mutual Bank, F.A.," a defendant herein.

16. Defendants Washington Mutual Bank, F.A., Great Western Bank, and American Savings Bank, F.A. are collectively referred to hereinafter as "Washington Mutual."

CLASS ACTIONS ALLEGATIONS

17. Plaintiffs bring this action as a nationwide class action pursuant to California Code of Civil Procedure §382 on behalf of themselves and all others similarly situated. The Class is defined as follows:

All borrowers and prospective borrowers who (no earlier than four years prior to the filing of this complaint) paid to Washington Mutual inflated charges for loan-related services under circumstances in which Washington Mutual failed to disclose that the amount of the charge was in excess of the amount that Washington Mutual actually paid for the services performed (hereinafter "the Class"). Excluded from the Class are defendants and their respective affiliates and subsidiaries as well as government entities. Also excluded from the Class are all persons who hold or who have ever held an executive or legal position with any defendant and/or spouse, parent, sibling or child of any such person.

18. The Class is composed of numerous residents of California, including plaintiffs Paul E. Brown, Ronald L. Courtois, Mark A. Chadwell, Kim J. Rea, James N. Myers and Bonnie Myers, as well as persons disbursed throughout the United States of America the joinder of whom is impracticable. Although the exact number of Class members is presently unknown to plaintiffs, plaintiffs are informed and believe and thereon allege that the Class will number in at least hundreds if not thousands. The Class members should be readily identifiable from information and records in Washington Mutual's possession or control. The disposition of the claims of plaintiffs and other Class members in this action will provide substantial benefits to the parties and the Court.

19. There exists a well-defined community of interest in the questions of law and fact presented by this controversy. These questions of law and fact common to plaintiffs and other Class members predominate over questions which may affect only individual members, if any, in that defendants have acted on grounds generally applicable to the entire Class thereby making appropriate final injunctive relief and corresponding declaratory relief with respect to the Class as a whole. Among the questions of law and fact common to the Class are the following:

a. Whether Washington Mutual's disclosure to plaintiffs and Class members of charges for loan-related services was deceptive;

b. Whether Washington Mutual failed to disclose to plaintiffs and Class members the correct charges for loan-related services;

c. Whether Washington Mutual improperly charged plaintiffs and Class members for loan-related services in excess of the amounts that Washington Mutual actually paid for the services performed or in the case of wire transfer fees, the usual charge to other bank customers;

d. Whether Washington Mutual engaged in unlawful, unfair and deceptive business acts and practices in violation of California UCA;

e. Whether, in the context of originating and/or brokering real estate loans, Washington Mutual owed a fiduciary duty to plaintiffs and Class members with respect to disclosing and charging for loan-related services;

f. Whether Washington Mutual breached its fiduciary duty owed to plaintiffs and Class members by failing to disclose the true costs of the loan-related services and/or that Washington Mutual was making a hidden profit on overcharges;

g. Whether Washington Mutual converted plaintiffs' and other Class members' loan proceeds or other funds;

h. Whether Washington Mutual was unjustly enriched from the payment of fees by plaintiffs and other Class members for inflated or overcharged loan-related services;

i. The extent of injury and damages suffered by plaintiffs and Class members and the appropriate measure of damages or restitution or disgorgement for Washington Mutual's improper conduct alleged herein; and

j. The nature of the equitable and injunctive relief to which plaintiffs and Class members are entitled under the California UCA.

20. Plaintiffs' claims are typical of the claims of all Class members because plaintiffs and all Class members were injured by the same wrongful practice in which defendants engaged as alleged herein.

21. Plaintiffs will fairly and adequately protect the interests of the Class. The interest of plaintiffs are coincident with, and not antagonistic to, those of the Class. In addition, plaintiffs are represented by counsel who are experienced and competent in the prosecution of complex and class litigation.

22. A class action is superior to the alternatives, if any, for the fair and efficient adjudication of the controversy alleged herein because such treatment will permit a large number of similarly situated persons residing in 26 states plus California to prosecute their common claims in a single forum simultaneously, efficiently, and without duplication of evidence, effort, and expense that numerous individual actions would engender. This action will result in the orderly and expeditious administration of Class claims. Uniformity of decisions will be assured, thereby avoiding the risk of inconsistent and varying determinations.

23. Since the damages and injuries suffered by individual Class members or the amount of restitution or disgorgement to each borrower may be relatively small, the expense and burden of individual litigation make it virtually impossible for the members of the Class effectively to seek redress individually for defendants' alleged wrongful conduct.

24. Plaintiffs know of no difficulty that will be encountered in the management of this litigation which would preclude its maintenance as a class action.

FACTUAL ALLEGATIONS

25. Borrowers pay interest in exchange for use of the borrowed money. Borrowers may also pay a loan discount, or "points," which are equivalent to prepaid interest. Further, borrowers may pay a loan origination fee, which is a fee for processing the loan. Those are among the legitimate ways that lenders such as Washington Mutual earn money.

26. In processing the loan, the lender or broker typically engages third parties to perform certain services such as providing a credit report, a real estate appraisal, or express delivery. The lender or broker pays for those services and, in many if not most cases, charges the borrower for those payments. Unfortunately, some lenders and brokers mark up the charges for such services and conceal that fact by failing to disclose to borrowers the actual amounts of payments paid to third-party service providers. This is another way that certain lenders and/or brokers make money, although the practice is unfair, unlawful and deceptive.

27. Plaintiffs are informed and believe and thereon allege that as a matter of practice, for certain loan-related services, Washington Mutual negotiates and/or obtains rates that Washington Mutual keeps secret from its borrowers and which are considerably less than the amounts Washington Mutual misleadingly discloses to its borrowers. Plaintiffs are further informed and believe and thereon allege that Washington Mutual engages in this practice for the purpose of inducing its borrowers to pay more than the true cost of the loan-related services in order to reap additional profits in a way that is hidden from its borrowers.

28. Plaintiffs are informed and believe and thereon allege that defendant Great Western Bank (now Washington Mutual), in processing loan applications for borrowers such as plaintiffs Brown, Courtois, and Myers, customarily obtained a three-bureau merged credit report from a third party which Washington Mutual selected, and paid approximately $15 for the credit report. Washington Mutual, however, did not disclose to Brown, Courtois and Myers the actual cost of the credit reports or the payees; instead, Brown's, Courtois' and Myers' closing statements prepared at Washington Mutual's direction showed that $50 were to be debited against their funds at closing to pay for a "credit report". Plaintiffs are informed and believe and thereon allege that Washington Mutual actually paid less than $50 for Brown's and Courtois' credit reports but caused or allowed the deceptive fee for the credit reports to be paid from plaintiffs' loan funds at closing. In short, Washington Mutual failed to disclose to Brown Courtois, and Myers that the actual cost of their credit reports was approximately $15 each, which is the amount Washington Mutual paid for them. Washington Mutual misleadingly caused $50 of plaintiffs' funds respectively to be paid to Washington Mutual as part of the "actual settlement costs" and Washington Mutual covertly kept the remaining approximately $35 from each plaintiff.

29. Plaintiffs are informed and believe and thereon allege that defendant Great Western Bank (now Washington Mutual) obtained three-bureau managed credit reports from third parties on other loan transactions from other Class members, paying approximately between $15 for each credit report but debiting Class members' loan funds at closing as an "actual settlement costs" the sum of $50 and covertly keeping the remainder of approximately $35 in each of the transactions.

30. Plaintiffs are informed and believe and thereon allege that defendant American Savings Bank, F.A. (now Washington Mutual), in processing loan applications such as Chadwell's and Rea's, customarily did not purchase a credit report at all and instead based its underwriting decision on other information. Washington Mutual, however, did not disclose this to Chadwell or Rea; instead, Chadwell's and Rea's closing statements prepared at Washington Mutual's direction showed that $50 and $79 respectively were to be debited against plaintiffs' funds at closing to pay for a "credit report". Plaintiffs are informed and believe and thereon allege that Washington Mutual either paid nothing for a credit report or paid less than $50 and $79 respectively but caused or allowed the deceptive fee for the credit report to be debited against Chadwell's and Rea's loan funds at closing. In short, Washington Mutual misleading caused $50 of Chadwell's and $79 of Rea's funds to be paid to Washington Mutual as part of the "actual settlement costs" and Washington Mutual covertly kept some or all of those sums that were not used to obtain the credit reports.

31. Plaintiffs are informed and believe and thereon allege that American Savings Bank, F.A. (now Washington Mutual) perpetrated similar deceptions on its borrowers. For example, in processing the loan application for plaintiffs Chadwell, Barry and Rea, Washington Mutual included certain charges purportedly paid to third-party service providers which Washington Mutual selected: such as $79 fees for tax service and $22 for flood certification. Plaintiffs are informed and believe and thereon allege that despite being told that those loan-related services constituted "actual settlement costs" Washington Mutual did not pay such amounts for those loan-related services but in fact paid third party providers less, covertly keeping the difference in fees for itself in an amount presently unknown to plaintiff but subject to proof at the trial of this action.

32. Further, plaintiffs are informed and believe and therein allege that defendant American Savings Bank, F.A. charged plaintiffs and members of the Class a closing fee of $50 for a wire transfer, which was substantially higher than the bank charged all other customers for wire transfers.

33. Plaintiffs through their counsel discovered the practices alleged herein by fortuity within four years before the commencement of this action and after plaintiffs' loans closed. Plaintiff Courtois, for example, made inquiries of Washington Mutual, but Washington Mutual refused to tell him the actual cost of his settlement services. Plaintiffs could not reasonably have discovered such practices either from examination of their loan application documents or loan closing documents, or by any other manner of due diligence. Plaintiffs are informed and believe and thereon allege that, to this day, other Class members are ignorant of and have had no reasonable opportunity to discover similar nondisclosure and mis-disclosures that Washington Mutual made to them. There exists no fact or circumstance that would make even the most prudent person suspicious about Washington Mutual's practices complained of herein. To the contrary, Washington Mutual took positive steps to conceal its practices, including allowing plaintiffs and other Class members to be presented with misleading loan closing documents as described herein.

34. Based on the allegations herein, plaintiffs and the members of the Class are entitled to relief under various legal theories including but not necessarily limited to the following:

FIRST CAUSE OF ACTION
UNLAWFUL, UNFAIR AND DECEPTIVE BUSINESS PRACTICES
(Against All Defendants)

35. Plaintiffs repeat and reallege all allegations above as if fully set forth herein.

36. At all relevant times, a substantial amount of Washington Mutual's business practices and acts as alleged herein occurred in California.

37. Under California Business and Professions Code §17204, plaintiffs have standing to assert this claim on behalf of themselves as well as the members of the Class.

38. As described herein, defendants committed unlawful, unfair, and deceptive business acts and practices, obtaining unlawful profits and injuring plaintiffs and the members of the Class within the meaning of the California Unfair Competition Act (California Business and Professions Code §17200, et. seq.), thereby entitling plaintiffs and the members of the Class to relief in the form of an order (a) enjoining such wrongful acts and practices and (b) restoring to plaintiffs and Class members by restitution or disgorgement all improperly imposed loan-related charges collected by defendants plus attorneys' fees pursuant to inter alia California Code of Civil Procedure §1021.5. 39. Defendants committed unlawful business acts and practices in charging plaintiffs and other Class members fees for loan-related services in excess of the amounts that defendants actually paid to third parties for the services performed, or in the case of wire transfer fees, the bank's usual charge to other bank customers.

40. Defendants committed unfair business acts and practices in imposing upon borrowers, like plaintiffs and other Class members, without the borrowers' knowledge, consent or agreement inflated charges for credit reports, real estate appraisals, flood certification fees, tax service fees, wire transfer fees, express document delivery and/or other loan-related services which exceeded Washington Mutual's actual cost (or in the case of wire transfer fees, the bank's usual charge to other bank customers) for those services.

41. Defendants' business practices and acts had a tendency to deceive borrowers, such as plaintiffs and other Class members, in that loan closing documents informed plaintiffs and other Class members that fees charged to them in order to close their loans for services such as credit reports, real estate appraisals, flood certification fees, tax service fees, wire transfer fees, express document delivery and/or other related services were the "actual settlement costs" when such charges were inflated and in excess of the amounts that defendants actually paid to third parties for the services performed, or in the case of wire transfer fees, the bank's usual charge to other bank customers.

42. Plaintiffs are informed and believe and thereon allege that the business acts and practices described herein continue to be a threat to plaintiffs, other Class members, as well as future borrowers and prospective borrowers.

SECOND CAUSE OF ACTION
UNJUST ENRICHMENT
(Against All Defendants)

43. Plaintiffs repeat and reallege all allegations above if fully set forth herein.

44. Defendants have been unjustly enriched at the expense of plaintiffs and other Class members by imposing and collecting inflated charges for service such as credit reports, real estate appraisals, flood certification fees, tax service fees, wire transfer fees, express document delivery and/or other loan-related services which exceed Washington Mutual's actual cost (or in the case of wire transfer fees, the bank's usual charge to other bank customers) for such services.

45. As a direct and proximate result of defendants business costs and practices aforementioned, plaintiffs and other Class members have been damaged and/or are entitled to restitution in an amount according to proof at the trial of this action.

THIRD CAUSE OF ACTION
BREACH OF FIDUCIARY DUTY
(Against All Defendants)

46. Plaintiffs repeat and reallege all allegations above as if fully set forth herein.

47. Defendants, and each of them, owed plaintiffs and Class members a fiduciary duty to act in the utmost good faith, to deal fairly and to disclose fully and accurately all material aspects of the loan transactions arising out of the borrower-lender relationships with plaintiffs and the Class members under the circumstances described herein.

48. Defendants held a special relationship of trust and confidence with plaintiffs and the other Class members. In particular, defendants had sole knowledge of or access to the charges by third parties for loan-related services and the actual amounts paid by Washington Mutual to the third parties in connection with the loan-related services which Washington Mutual, in turn, debited against the loan proceeds to plaintiffs and other Class members.

49. Defendants were aware that plaintiffs and Class members lacked knowledge and access to the amounts charged by third parties to Washington Mutual for loan-related services and the amounts actually paid by Washington Mutual to those third parties, depended entirely on Washington Mutual to provide such information in a straight-forward manner and could not independently evaluate whether the settlement costs at the close of their loans charged to them by Washington Mutual were correct.

50. Defendants, and each of them, breached their fiduciary duty aforementioned to plaintiffs and other Class members when their loans closed by failing to disclose to plaintiffs and Class members the correct amounts paid to the third parties for loan-related services and charging to plaintiffs and other Class members amounts in excess of the amounts that Washington Mutual actually paid for the services performed, or in the case of wire transfer fees, the bank's usual charge to other bank customers.

51. As a direct and proximate result of the defendants' breach of their fiduciary duty aforementioned, plaintiffs and the Class members have been damaged in an amount according to proof at the trial of this action; and are entitled to repayment of all fees paid to Washington Mutual during the period of its breach.

FOURTH CAUSE OF ACTION
CONVERSION
(Against All Defendants)

52. Plaintiffs repeat and reallege all allegations above as if fully set forth herein.

53. As described herein when their loans closed with Washington Mutual, Washington Mutual debited against plaintiffs' and other Class members' funds for loan-related services including but not limited to $50 for a credit report, $79 as tax service fees, $22 for flood certification fees and for $50 as a wire transfer fee.

54. Plaintiffs are informed and believe and thereon allege that Washington Mutual debited against the funds of plaintiffs and other Class members amounts which properly belonged to plaintiffs or other Class members and not to Washington Mutual.

55. Defendants failed and refused and continue to fail and refuse to remit to plaintiffs and other Class members the balance of the loan proceeds remaining after deduction of the correct charges for the aforementioned loan-related services of Washington Mutual in an amount presently unknown to plaintiffs but subject to proof at the trial of this action and have thereby converted for defendants' own use and benefit such balances.

56. As a direct and proximate result of defendants' conversion of part of the loan proceeds belonging to plaintiffs and other Class members, plaintiffs and other Class members have been damaged in an amount according to proof at the trial of this action.

PRAYER FOR RELIEF

WHEREFORE, plaintiffs on behalf of themselves and all Class members pray for judgment against all defendants as follows:

1. For an order certifying that this action may be maintained as a nationwide class action and directing that reasonable notice of this action be given to each Class member;

2. For a decree that the wrongful business acts and practices alleged herein against defendants violate the California Unfair Competition Act;

3. For compensatory damages sustained by plaintiffs and each Class member plus pre-and post-judgment interest as provided by law in an amount according to proof at trial of this action.

4. For a permanent injunction enjoining defendants and each of them, their officers, directors, employees, agents, partners, representatives, successors, assignees and transferees, and any and all persons acting in concert or in participation with them or any one of them from directly or indirectly committing unlawful, unfair and deceptive business acts and practices (a) in charging and collecting from borrowers and prospective borrowers amounts for loan-related services in excess of the amounts which defendants actually pay for the services performed and (b) in failing to disclose or in deceptively or misleadingly disclosing to borrowers and prospective borrowers the true costs of the loan-related services.

5. For an order directing restitution or disgorgement of all improperly collected sums, including interest herein, by defendants and imposition of a constructive trust over such amounts for the benefit of plaintiffs and the members of the Class.

6. For an award to plaintiffs and the Class members of their costs and expenses incurred in this action including reasonable attorneys' fees and expert witness fees as provided by law; and

7. For such other and further relief as the court may deem necessary and proper.

DATED: June ___, 1998             Respectfully submitted,

                                 ROSSBACHER & ASSOCIATES

                                 By:___________________________                                           James S. Cahill

                                 LAW OFFICES OF CLIFFORD A. CANTOR

                                 Attorney for Plaintiffs and
                                 Class Members

DEMAND FOR JURY

Plaintiffs demand trial by jury for all issues so triable.

DATED: June ___, 1998             Respectfully submitted,

                                 ROSSBACHER & ASSOCIATES

                                 By:___________________________                                           James S. Cahill

                                 LAW OFFICES OF CLIFFORD A. CANTOR

                                 Attorney for Plaintiffs and
                                 Class Members

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