IN TRE UNITED STATES BANKRUPTCY COURT 4

FOR THE DISTRICT OF MAINE

CATHERINE DUFFY PETIT,

Chapter 7

Debtor, Case No.93-20821

EX PARTE MOTION FOR ALLOWANCE TO CONDUCT EXAMINATIONS

PURSUAN'T TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2004

Now comes Joseph V. O'Donnell, in his capacity as Trustee of Catherme Duffy Petit in tile above-captioned matter and moves pursuant to F.R.Bankr.P. 2004 for permission to conduct examinations and inspect documents of those representatives of the state of Maine, Bureau of Banking, Securities Division, identified below for the following reasons:

1. Joseph V. O'Donnell is the Chapter 7 Trustee acting in this case having succeeded Peter Fessenden by order dated December 11, 1995.

2. On or about March 27, 1996, the Trustee filed an application for compromise and for approval of sale of assets whereby the Trustee proposes to sell estate, including causes of action against certain associates of the debtor, by settlement agreement with Paul Richard of Lewiston, Maine.

3. Paul Richard resides at 50 Mark St., Lewiston, Maine, and is the treasurer of a Maine corporation, HER, Inc.

4. On or about March 25, 1995, thee state of Maine, Securities Administrator commenced an action (hereinafter "the enforcement action") against HER, Inc., Stephen A. Hall, David J. Hall and Paul Richard for alleged violations of 32 M.R.S.A. §10101, et seq., claiming that the defendants had offered and sold securities in Maine which were not registered, nor exempt from registration.

5. On or about April 3, 1996, the defendants named in the enforcement action were restrained from further sale of securities pending a hearing to be conducted on May 2, 1996, in Maine Superior Court, Kennebec County at 8:30 a.m.

6. The Trustee was informed of the restraining order through publication of an article in the Portland Press Herald, April 4, 1996, edition. It was shortly thereafter that direct contact was made by the Trustee with representatives of the Attorney General's office, prosecuting the lawsuit, in order to discern any possible connection between the enforcement action and the Debtor. According to the office of the Attorney General, evidence accumulated in that case includes promissory notes executed by Catherine Duffy Petit either in her individual capacity, in her capacity as president of C.D.P., Inc., the Old Orchard Ocean Pier Company, and/or as president of White Way Amusement, Inc. Those promissory notes purport to be payable upon the final disposition of the Debtor's civil action now pending against Key Bank of Maine.

7. The debtor's civil action against Key Bank has been adjudged an asset of tile estate. According to the Attorney General's office, Mr. Richard and his co-defendants have raised some $800,000 through this vehicle of unregistered securities, some of which may be traceable to the Debtor or her business entities.

8. A component of tile compromise between the Trustee and Paul Richard now pending in this case is that the Trustee has the right to withdraw the compromise in tile event it is determined that testimony given by the Debtor, under oath in this case, is false. The debtor has testified that there are no business operations being conducted by her, that her sole source of revenue is gifts of friends and that she has disclosed all assets belonging to her in her schedules and statements of financial affairs filed in this case. She has testified that there are no unscheduled labilities. Before proceeding with the compromise, it is essential that the Trustee learn whether the testimony given by the debtor is truthful notwithstanding the evidence which may have been assembled by the office of the Attorney General of the state of Maine in the civil action naming HER, Inc., Steven Hall, David Hall and Paul Richard as defendants.

9. The Trustee seeks to conduct examinations pursuant to Federal Bankruptcy Rule

2004 of the individuals identified upon Schedule A.

10. The Trustee seeks authority to conduct these examinations and to request of those parties identified upon Schedule A, to produce the documents and things identified in Schedule B.

11. The authority of the individuals to produce documentation relevant to the Trustee's inquiry is constrained by the Maine financial records statute, 9-B M.R.S.A. §225 and the Maine Securities Act, 32 M.R.S.A. §1070(5). These individuals may make disclosure in response to a duly authorized subpoena.

12. The Trustee seeks relief on an ex parte basis for the following reasons:

a. the matters at issue may involve criminal investigations and if notice of this motion is given to the debtor or other interested parties, those investigations may be disrupted;

b. the Bureau of Banking has expressed serious concern over the integrity of investigations involving their pending enforcement action if the documents requested are prematurely disclosed to the debtor or interested parties;

c. the appearance of the existing state of things is that the Trustee's investigation into the affairs of tile debtor may have been thwarted in some manner and to some extent by acts of deception. A premature disclosure of this motion could facilitate further deception.

13. The Trustee respectfully requests that notice of the order granting this relief ex parte be suspended for a period of twenty (20) days to enable the Trustee to examine representatives of the Bureau of Banking in advance of further proceedings under this Court's rules of procedure for expedited, emergency or further relief.

14. The Trustee has consulted with Linda Conti, Esq., Assistant Attorney General of Maine and counsel to the proposed examinee who agrees that the examinations may at a date, time, and location mutually agreeable between the Trustee and the exarninees.

WHEREFORE, the Trustee prays that this Court issue its order in the form accompanying this motion permitting the Trustee to conduct the examinations pursuant to Federal Bankruptcy Rule 2004 of certain representatives of the state of Maine, Bureau of Banking and that the parties identified upon Schedule A be ordered to produce at their examination the documents and things identified upon Schedule B attached hereto and for such other and further relief as the nature of the case may require.

Joseph V. O'Donnell, in his capacity as Chapter 7 Trustee of Catherine Duffy Petit,

Steven G. Morrell

Eaton, Peabody, Bradford & Veague, P.A.

167 Park Row, P.O. Box 9

Brunswick, Maine 04011

2071729-1144

SCHEDULE A

Stephen L. Diamond

Securities Division

Bureau of Banking

State of Maine

Gardiner Annex

Gardiner, Maine 04345

AND,

Judith A. Dorsey Securities Division

Bureau of Banking

State of Maine

Gardiner Annex

Gardiner, Maine 04345

SCHEDULE A

DEFINITIONS AND INSTRUCTIONS

A. "Document or documents," as used herein, shall mean the original (or, if the information called for cannot be provided as to the original, then each and every copy, duplicate, and reproduction) of any medium upon or from which intelligence or information can be recorded or retrieved, including, but not limited to, letters, telegrams, telexes, TWX's, memoranda, notes, sound recordings, legal instruments, declarations, filings, drafts, plans, diagrams, pictures, circulars, announcements, manuals, brochures, publications, statistical records, desk calendars, appointment books, diaries, computer printouts, data processing memories, microfilm accounts, journals, ledgers, bills, invoices, purchase orders, checks, receipts, and the like, whether handwritten, typed, printed, punched, coded, tape-recorded, photographed, or otherwise reproduced, and each and every copy, duplicate, reproduction, prior draft, excerpt, note and summary of, or prepared from, any of the foregoing which is not identical to the original due to corrections, alterations, notations, initials, deletions, marginal markings, underscoring, conformation, or indication of routing or otherwise. Without limiting the foregoing, this term includes any document within the scope of Rule 34 of the Federal Rules of Civil Procedure.

B. "Person" as used herein, shall mean in the plural, as well as in the singular, any natural person, firm, association, partnership, corporation, or other forrn of legal entity or governmental body, unless the context indicates otherwise. Reference to a person shall be deemed to include reference to any member, employee, agent or other representative thereof.

C. "Identify or identification," when used in reference to:

(1) natural individuals, means to state his or her full name, business and residential address, and present or last known business and residential address, and present or last known business affiliation, and the relationship, if any, of such individual to the answering party.

(2) a document, means to state the nature (e.g. letter, handwritten note, etc. of the document, the number of pages, its title, its date, its author, and its addressee, its present location and custodian, and the manner and date of disposition of any document which once was, but is no longer, in your possession or subject to your control;

(3) a communication, means, if any portion of the communication was written, to identify (as defined above), the pertinent document or documents and, to the extent the communication was not written, to identify (as defined above), the person or persons involved in the communication and all other persons present, and to state the place, date, method, and substance of communication.

(4) where identification of any other form of act or oral communication is requested herein, "identify or identification" includes a description of the act or communication (e.g. oral statement, activity, action, agreement not reduced to writing, etc.), the date on which it occurred, a statement describing its subject matter or substantive content, and the identity of any person participating in witnessing it, or having knowledge of it.

(5) where identification of a corporation, firm, association, partnership, or other form of legal entity or governmental body is requested herein, "identify" includes a request for the full name of the entity, the last known address of the headquarters, main office, or home office of such entity (stating the latest date at which you know this to have been its address), and its relationship, if any, to the Plaintiff.

D. If you object to any request for production or portion thereof, on the ground that it requests information that is privileged, fall within the work product doctrine, or is otherwise protected from discovery, provide the following information, except as it may call for the precise information you object to disclosing:

(i) state the nature of the privilege that you claim;

(ii) if a document, identify it.

E. If you are unable to answer any of the following requests for production completely, answer to the fullest extent possible, providing whatever information you have concerning the portion to which you cannot fully respond, and specifically state the reasons for your inability to respond.

F. In answering these requests for production, you are required to furnish all information that is available to you or subject to your reasonable inquiry, including information in the possession of your attorneys, accountants, or advisors or other persons directly or indirectly employed by, or connected with, you or your attorneys, and anyone else otherwise subject to your control.

In answering these requests for production, you must make a diligent search of your records and of other papers and materials in your possession or available to you or your representative. If a request for production has subparts, answer each part separately and in full, and do not limit your answer to the request for production as a whole. If these requests for production cannot be answered in full, answer to the extent possible, specify the reason for your inability to answer the remainder, and provide whatever information and knowledge you have regarding tile unanswered portion. With respect to each request for production, in addition to supplying the information asked for and identifying the specific documents referred to, identify and describe all documents to which you referred in preparing your answers.

G. These requests for production require supplemental or amended answers to the extent required by Rule 26(e) of the Federal Rules of Civil Procedure. In addition, these requests for production shall be deemed to be continurng requests for supplemental answers pursuant to Rule 26(e) of the Federal Rulesof Civil Procedure. If, at any time after service of answers to these requests for production and prior to trial, you obtain additional information responsive to any of these requests for production, you are hereby requested to promptly serve supplemental answers setting forth such additional information.

DOCUMENTS REOUESTED

Pursuant to Rule 34 (b), F.R.Civ.P., the Defendant shall produce the documents herein requested for inspection as they are kept in the usual course of business or shall organize and label them to correspond with the categories in the request.

1. Produce any and all documents which evidence or tend to prove, constitute any part of the basis, or support tile facts, inferences, opinions or contentions that Catherine Duffy Petit, any business entity owned or controlled by her or any person acting on her behalf, has been involved in the sale or transfer of unregistered securities.

2. Produce any and all documents which evidence, tend to prove, constitute any part of the basis, or support the facts, inferences, opinions or contentions that Catherine Duffy Petit, any business entity owned or controlled by her or any person acting on her behalf, has incurred liabilities since June of 1993, which remain unpaid

3. Produce any and all documents which evidence, tend to prove, constitute any part of the basis, or support the facts, inferences, opinions or contentions that Catherine Duffy Petit, any business entity owned or controlled by her or any person acting on her behalf, has received anything of value in exchange for an interest in any cause of action belonging to her.

4 Produce any and all documents which evidence, tend to prove, constitute any part of the basis, or support the facts, inferences, opinions or contentions that Catherine Duffy Petit, any business entity owned or controlled by her or any person acting on her behalf, has made any undertaking with respect to the deposition of any cause of action belonging to her.

5 Produce any and all documents which evidence, tend to prove, constitute any part of the basis, or support the facts, inferences, opinions or contentions that Catherine Duffy Petit, any business entity owned or controlled by her or any person acting on her behalf, has been involved in the operation of any business activity since June of 1993.

DATED this 15th day of April.1996.