[timed]

Here is the other half would not let me post in whole so I split it.

SECOND CAUSE OF ACTION
ACCOUNTING
13. Plaintiffs repeat and re-allege each and every allegation of paragraphs 1-12, inclusive, as though fully set forth herein at this point.
14. As the General Manager of SAI with complete and unfettered access to the books, records, inventory, finances, bank accounts, bank checks and statements, Defendant owed a fiduciary duty to Plaintiff SAI, and its shareholder CSI, to provide full, complete and accurate accountings of all business transactions relating to SAI, including but not limited to all sales of inventory and the receipt and disposition of all business funds, but Fenimore failed and refused to do so during the time he was employed as General Manager up until the date of his termination of employment in October 2005. Plaintiff is entitled to and requires an accounting from Defendant, which Defendant has thus far failed to provide.
THIRD CAUSE OF ACTION
BREACH OF FIDUCIARY DUTY
15. Plaintiffs repeat and re-allege each and every allegation of paragraphs 1-14, inclusive, as though fully set forth herein at this point.
16. Defendant, for the reasons and based upon the allegations as contained herein above, has breached the fiduciary duty owed by him to Plaintiffs SAI, CSI and Carroll Shelby (as the Chairman of the Board and Chief Executive Officer of CSI and SAI), and as a proximate result thereof said plaintiffs have sustained damages in an amount not yet fully ascertained, subject to proof at trial.
FOURTH CAUSE OF ACTION
CONVERSION/ FRAUD & DECEIT
17. Plaintiffs repeat and re-allege each and every allegation of paragraphs 1-16, inclusive, as though fully set forth herein at this point.
18. At all times herein mentioned, Defendant was placed in a position of trust and confidence by Plaintiffs SAI and CS, who, respectively, relied upon Defendant to conduct the business of SAI, and to carry out the requests made of him by CS, personally, in such a way as to be truthful, honest and not cause damage to SAI, CS and/or their personal property. Defendant, however, violated said position of trust and confidence, and made false representations to SAI and CS on a number of occasions, at various times, which resulted in Defendant converting valuable items of personal property owned by CS to Defendant’s own use, or to a use violative of SAI’s and/or CS’s ownership rights in said property, so as to cause SAI and CS damages as a direct and proximate result of Defendant’s conduct. Defendant’s fraudulent conduct in this regard includes, but is not limited to Defendant’s willful and deliberate forging of CS’s signature on Manufacturer’s Statements of Origin fraudulently issued in the name of SAI, contracts and other legal documents so as to cause damages to SAI an CS, and to deprive CS of his ownership interest in valuable personal property and to deprive CS of his ownership interest in said personal property, including but not limited to Shelby Series One vehicles and one or more GT-40 component vehicles.
19. As a direct and proximate result of the conduct of Defendant, as set forth herein, Plaintiffs SAI and CS have been damaged in an amount which is presently unknown, but is at least the sum of $500,000, according to proof at trial.
20. The conduct of Defendant was willful, wanton, malicious and oppressive, thereby justifying the award of exemplary and punitive damages in an amount to be determined at time of trial.
21. Furthermore, during calendar year 2005 (and before) CS, personally, entrusted Defendant with, and made him a signatory to the bank accounts, bank checks and business records of a company wholly owned by CS, to wit: Plaintiff Shelby Collectibles Inc. (SCI). In this capacity, Defendant had access to and used credit cards taken out by Defendant in the name of SCI and/or his own name. During said time, Defendant received and had the obligation and duty to use and reconcile all bank accounts, bank statements and credit cards for which CS and/or SCI were liable in such a way as to assure that no money was being spent on Defendant’s personal expenses, or on business expenses that had not been pre-approved by the sole owner of the company, CS. Further, during said time, Defendant expressly represented to CS, on numerous occasions, that he had carried out his fiduciary duties and obligations owed to CS in a manner consistent with his fiduciary obligations owed to, and promises made by Defendantto CS.
22. CS is informed and believes, and based upon such information and belief alleges, however, that Defendant breached and violated his fiduciary duties owed and promises made to CS (individually and in his capacity as Chief Executive Officer of SCI) by spending many thousands of dollars on Defendant’s personal, non-business related expenses without the prior knowledge of CS, and/or for reasons entirely unrelated to the business of SCI, including but not limited to stereo and other electronic equipment, alcohol and entertainment.
23. As a direct and proximate result of the fraudulent conduct of Defendant, as set forth herein, Plaintiffs CS and SCI have been damaged in an amount which is presently unknown, but which Plaintiffs will seek to prove at time of trial.
24. The conduct of Defendant, as alleged herein above, was willful, wanton, malicious and oppressive, thereby justifying the award of exemplary and punitive damages in an amount to be determined at time of trial.
WHEREFORE, Plaintiffs pray for judgment against Defendant as follows:
1. General and consequential damages of at least $2,000,000, or according to proof at trial;
2. For punitive damages in the sum of at least $5,000,000; and
3. For costs of suit incurred herein; and
4. For other such relief as this court deems just and proper.

DATED: May 3, 2008 LAW OFFICES OF M. NEIL CUMMINGS
& ASSOCIATES, PLC



By:__________________________________
M. Neil Cummings, Esq.
Attorneys for Defendants
CARROLL SHELBY; CARROLL SHELBY
INTERNATIONAL, INC; and
SHELBY AUTOMOBILES INC.