Free Amended Complaint - District Court of Colorado - Colorado

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 04-cv-617-LTB-BNB POLYROCK TECHNOLOGIES, LLC, a Colorado limited liability company, Plaintiff, v. GENERAL STEEL DOMESTIC SALES, LLC, a Colorado limited liability company d/b/a General Steel Corporation; GENSTONE ENTERPRISES, LLC, a Colorado limited liability company; JEFF KNIGHT; KEVIN KISSIRE and CHARLES DEMAREST, Defendants.

SECOND AMENDED COMPLAINT (Jury Trial Demanded)

INTRODUCTION 1. This is an action to protect the intellectual property rights of plaintiff PolyRock Technologies, LLC in its proprietary technology for the production of molded polyurethane siding or building panels that realistically replicate, at significantly reduced cost, the appearance, color and texture of stone, brick and other natural building materials ( e "rpia t Por t y h er T cnl y) The Proprietary Technology includes, among other things, a simple and eho g" o . economical process for manufacturing lightweight panels that closely resemble stone or brick masonry. (See samples of products manufactured under a license of the Proprietary Technology at http://www.condecco.com; http://www.condecco.com/downloads/sales%20brochure.pdf; and http://www.

http://www.condecco.com/downloads/72dpi%20Random%20Stone.pdf;

condecco.com/downloads/72dpi%20Commercial%20Exterior.pdf.) Unlike brick or stone, which

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require a skilled mason t pr r i tli , ln fs ae can be installed by a person o e om n aao p i i' pnl f s lt n a tf s having basic carpentry skills and standard carpentry tools. PolyRock licenses the Proprietary Technology, charging an up-front fee and an ongoing royalty, to manufacturers. Licensed

products have generated significant interest in the marketplace for both exterior and interior uses in the construction and decoration of buildings. 2. Defendant General Steel sells steel buildings commonly used for commercial, industrial or storage purposes. Historically, General Steel and the other defendants did not manufacture or sell artificial stone or brick products. In 2001, responding to pressure from municipal and other governmental authorities to improve the exterior appearance of its steel buildings, General Steel began purchasing products manufactured using the Proprietary Technology from P l okspeeesr oy c' r cs -in-interest (as defined below), which also provided R d o General Steel with advertising and marketing materials depicting and describing the products and t ii tli ,o G nr Sel uen a en and selling the purchased products. h rn aao fr ee l t ' s i m r t g e s lt n a es ki 3. General Steel subsequently inquired about the possibility of manufacturing the products on its own. In preparation for negotiations concerning a possible license to

manufacture, General Steel requested information about the Proprietary Technology, purportedly to evaluate whether the manufacturing process was " commercially viable. Prior to receiving " any confidential information about the Proprietary Technology, General Steel and defendant Charles Demarest, who was acting as a consultant to General Steel, executed Non-disclosure Agreements in which they agreed in writing to hold in strict confidence proprietary information disclosed to them and to use such information solely for the purpose of evaluating whether to enter into a business relationship to license the Proprietary Technology. Once defendants had

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seen the Proprietary Technology, however, it became clear that their earlier-stated reasons for wanting to review the Proprietary Technology were merely a ruse, and that their true purpose was to learn the trade secret information underlying the Proprietary Technology in order to appropriate it to themselves. Defendants revealed their true purpose when General Steel

demanded unreasonable licensing terms on a take-it or leave-it basis, and threatened that if its terms were not accepted, defendants would proceed to manufacture the products on their own. 4. Unfortunately, General Steel made good on its threats. Having learned valuable confidential details of the Proprietary Technology, General Steel and Demarest, with the participation and assistance of the other defendants, commenced their own commercial manufacture and distribution of products based upon the Proprietary Technology. PolyRock also has legitimate concerns that defendants disclosed the Proprietary Technology to others, in violation of their contractual undertakings and legal obligations. 5. When General Steel and Genstone began marketing their own products, they deceptively used advertising and marketing materials received from and depicting the products of P l oks r eesrto advertise the products that General Steel and Genstone were now o R c'pe cs s y d o manufacturing on their own. G nr Sel at n i t sr a , as well as its use of ee l t ' cos n h e r a es i i gd

misappropriated technology to manufacture products without permission, are not the first time it has engaged in deceptive trade practices. In December 2004, a judge of the Jefferson County, Colorado, District Court found that in connection with the sale of steel buildings General Steel " r er eggdi sl pate t t e r d dwt m s peeti s n o i i s f ya nae n a s r i sh w r i l i ier n t n ad m s o " o s e cc a e de h r s ao sn and imposed civil penalties against defendant Jeff Knight of $200,000 and against defendant Kevin Kissire of $20,000, and permanently enjoined defendants General Steel, Knight and

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Kissire from engaging in deceptive sales practices or actions contrary to the Colorado Consumer Protection Act. See State of Colorado v. General Steel Domestic Sales, LLC, Case No. 04 CV 143 (Jeff. Co. Dist. Ct.; Findings, Conclusions and Order of Judgment dated December 7, 2004 at 2, 39-40). 6. In this lawsuit, PolyRock seeks to again hold General Steel and its related parties responsible for and bar them from engaging in further deceptive sales and business practices, this time in connection wi G nr Sel m sprpii o P l oks rpia T cnl y t ee l t ' i por t n f oy c'Por t y eho g h a es a ao R er o and misleading and deceptive practices in selling products manufactured using that Technology. PolyRock also seeks damages for the harm it suffered from df dn ' e nat actions. e s JURISDICTION AND VENUE 7. T iC ut a sb cm trui ii oe p i i'c i fr na cm et n h orhs uj t aej s co vr ln fs lm o uf r o pti s e t rd t n a tf a i io under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), pursuant to 15 U.S.C. § 1121, 28 U.S.C. § 1338(a), and 28 U.S.C. § 1331. This court has subject matter jurisdiction over

plaintiff'additional state law claims pursuant to 28 U.S.C. §§ 1338(b) and 1367. s 8. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a substantial pro t eet o o i i sg i ret P l oksclaims occurred in this District or, a fh vn r m s o i n i o o R c' t e s sn v g s y alternatively, because one or more of the defendants may be found in this District. THE PARTIES A DP L R C ' O E S I N O Y O K S WN R H P AND PROTECTION OF THE RIGHTS AT ISSUE 9. Plaintiff PolyRock Technologies, LLC is a Colorado limited liability company formed in 2002 to generate royalty income from licensing the Proprietary Technology and develop a market for polyurethane building materials with the appearance and texture of genuine stone or brick ( " artificial stone building prdc " out ) s.

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10. PolyRock is the owner through foreclosure of the Proprietary Technology and certain related assets, including the right to sue for the harm alleged herein to PolyRock and its predecessors-in-interest and the right to efr df dn 'ol aos udrthe Nonnoc e nat b gt n ne e e s i i disclosure Agreements. PolyRock obtained its rights from certain companies operated by Bruce Harrington, the inventor and developer of the Proprietary Technology. For brevity these related eti a clcvl r e e t hr na "o R c' peeesr" Because PolyRock n ts r o et e e r d o e i s P l oks r cs s ie e l i y f r e y d o. obtained its rights through foreclosure as a creditor, it is not subject to the liabilities of those from whom it obtained its rights. 11. PolyRock also owns through assignment United States Patent No. 6,607,683, entitled Methods and Apparatus for Manufacturing Articles With Natural Characteristics and other U.S. and foreign patent applications relating to aspects of the Proprietary Technology developed by Harrington. 12. PolyRock and its predecessors employ and have employed reasonable and appropriate steps to protect the confidentiality of the Proprietary Technology. Disclosure has been limited to licensees, prospective business partners, and those involved in the business operations of PolyRock or its predecessors having a need to know. Prior to disclosure, such persons or entities have been required to enter into Non-disclosure Agreements providing that the Proprietary Technology is confidential and will not be used or further disclosed without authorization. At all relevant times, the Proprietary Technology was not generally known to others in the building materials trade. 13. The Proprietary Technology is highly valuable to PolyRock. Skilled artisans in the trade have long sought to produce building materials that provide the realistic appearance of

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stone, brick or similar natural construction materials at much less cost. PolyRock is the first to have solved this need with products that truly resemble the real items and are economical to poue ad i tl P l oksproducts and technology are now attracting significant rdc n n a. o R c' sl y commercial interest in the United States and a number of foreign countries. 14. D f dn G nr SelD m scSl ,L C ( ee lSel i aC l ao e nat ee l t e a e o et a s L " nr t " s i e G a e) or od limited liability company. General Steel sells metal buildings commonly used for commercial, industrial or storage purposes. 15. D f dn G nt eE t pi s L C ( es n" i aC l aol idlb i e nat es n n rre, L " nt e) s o r i t i it e o e s G o o d m e a ly company formed to market artificial stone building products. 16. Defendant Jeff Knight is an individual resident of Colorado and is the president of General Steel and, on information and belief, the highest ranking member of Genstone. Knight is sued in his capacity as an individual, for his participation and acts in personally receiving and misappropriating the Proprietary Technology. 17. Defendant Kevin Kissire is an individual resident of Texas who was formerly employed as the General Manager of General Steel and the General Manager of Genstone. Kissire is sued in his capacity as an individual, for his participation and acts in personally receiving and misappropriating the Proprietary Technology. 18. Defendant Chuck Demarest is an individual resident of Colorado and a former consultant to General Steel and/or Genstone. Demarest is sued in his capacity as an individual, for his participation in personally receiving and misappropriating the Proprietary Technology.

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P L R C ' A DI SP E E E S R ' E L N SWI HD F N A T O Y O KS N T R D C SO SD A IG T EE D N S 19. In the summer of 2001, Kissire (on behalf of General Steel) contacted P l oks o R c' y predecessors to inquire about their artificial stone building products. Kissire had seen the products at Home Depot, was impressed with their realistic appearance and was intrigued by the possibility of using these lightweight artificial stone products on steel buildings. At that time, municipalities had begun to require that at least portions of steel buildings be covered by more attractive materials. 20. General Steel subsequently began purchasing artificial stone building products from P l oks r eesr In order to assist General Steel in marketing and selling the purchased o R c'pe cs s y d o. products, P l oks r eesr supplied and permitted General Steel to use marketing and oy c' pe cs s R d o advertising materials that pictured and described the products and promotional video footage that included instructions on how to install the products. P l okspeeesr also supplied o R c' r cs s y d o General Steel with samples to show prospective customers. 21. Later, in the summer of 2002, General Steel decided it wanted to manufacture artificial stone building products on its own and raised the issue with P l oks r eesr o R c' pe cs s y d o. General Steel, Kissire and Knight l P l okspeeesr t believe that they were e o R c' r cs s o d y d o enthusiastic about the prospect of licensing the Proprietary Technology, subject to performing due diligence to establish that the manufacturing process was " commercially viable"(i.e., that the process worked, was economical and could be scaled to high-volume production). General Steel retained defendant Demarest as a consultant to perform this purported due diligence. 22. On August 19, 2002, Demarest executed a Non-disclosure Agreement providing that: (a) " information relating to the development adm nf t i " fh pouto P l oks n aua u n o t rdc f oy c' c rg e s R

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predecessors was "os e dt b cni n a ; b " fr ao poi db [oy oks cni r o e of etl () i om t n rv e y P l c' de d i" n i d R predecessors] to the named Recipient about [their] products, technologies and services shall be ue slyb t R c i toea a et i i oa ui s r aosi wt [oy oks sd o l y h ei e t vl t n r g n bs es e t nh i P l c' e e pn u e en t n li p h R peeesr " ad( " ei ent will not use this information in any way to manufacture, r cs s ; n c R c i d o] ) p distribute or sell these or like products nor will the recipient disclose this information to any other party for the purpose of their manufacturing, distributing, or selling these or like products wt u t epes w ie cneto [o R c' peeesr " (See Ex. 1.) i ot h xr h e s rt osn f P l oks r cs s . tn y d o] On

September 9, 2002, Kissire, acting on behalf of General Steel, executed a Non-disclosure Agreement containing similar terms. (See Ex. 2.) 23. In reliance on D m r t ad G nr Sel eeu o o t i r pcv e a ss n ee l t ' xct n f h r e et eNone' a es i e s i disclosure Agreements, and hv gbe ecuae b G nr Sel i tl eco ad ai en nor d y ee l t ' n i r t n n n g a e s ia a i stated willingness to enter into a licensing arrangement, P l oks r eesr disclosed the o R c' pe cs s y d o manufacturing process to Demarest, Kissire and Knight (separately and together, each on one or more occasions) and also provided them with confidential financial and business information. The information shown and disclosed to Demarest, Kissire and Knight constituted confidential trade secret information. 24. Shortly after these disclosures, P l oks r eesr m t i General Steel and oy c' pe cs s e wt R d o h Demarest, ostensibly to obtain D m r t f dako "o m r a v b i "adt fr e e a ss e bc n cm e i i it n o ut r e' e c l a ly h discuss licensing arrangements with General Steel. Demarest reported unequivocally that the poes a "o m r ayv b , bt ot ddt t ot n of the Proprietary Technology rcs w s cm e il i l" u cn ne h pros cl ae e a i he had seen in confidence were available in different areas of the trade. Demarest nonetheless admitted that he had never seen an artificial stone building product of such quality before and

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knew of no one who was using or producing a replicated stone product with such a degree of authenticity. General Steel declined to continue discussions of a license on the terms previously under consideration by the parties. Instead, having gained the confidential information that it suh G nr Sel e add ht oy oks r eesrgat les o G nr Sel ogt ee l t dm ne t P l c'pe cs s r ai ne n ee l t ' , a e a R d o n c a es terms. General Steel also threatened that it would manufacture artificial stone building products on its own without a license. In subsequent discussions,o wt P l oks r eesrad bt i oy c'pe cs s n h h R d o with PolyRock, General Steel reiterated that threat. An agreement on a license was never reached. 25. With the assistance of Demarest, General Steel, Genstone and/or Demarest began to manufacture and General Steel and/or Genstone began to sell artificial stone building products. The defendants had confidence that they were producing a commercially viable product and were entering an economically attractive business based on the confidential technology and financial inform t n ee e icni nermP l oks r eesr ao r i dn of ec f i cv d o o R c'pe cs s y d o. 26. For at least some period of time, Demarest commercially produced artificial stone building products for General Steel or Genstone and his own economic benefit. On information and belief, Demarest utilized confidential information, including Proprietary Technology received from P l oks r eesr t m nf t e o R c'pe cs s o aua u these products. y d o, cr 27. On information and belief, General Steel and Genstone soon terminated Demarest as their source of supply for artificial stone building products and engaged a manufacturer in Mexico where these defendants could ostensibly obtain these products at lower cost. On

information and belief, General Steel and Genstone provided confidential information, including Por t yT cnl yr e e f m P l oks r eesr t t Mei nsplr h rpia eho g e i d r er o cv o oy c' pe cs s o h R d o, e x a up e w o c i

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then utilized such confidential information to manufacture artificial stone building products for these defendants. 28. When General Steel and Genstone began manufacturing and selling artificial stone building products on their own, they continued to use the advertising and marketing materials that P l oks r eesr hdpreviously provided for the limited purpose of marketing the oy c' pe cs s a R d o pouto P l oks r eesr T ee a r li l e, without limitation, pictures and rdc f o R c'pe cs s hs m t isn u d s y d o. ea c d descriptions of P l oks r e sr p oy c' pe ces s roducts, installation instructions and the promotional R d o' and installation video. General Steel and Genstone even used a picture showing Harrington, the i et o t Por t y T cnl y i tl g pout o P l okspeeesr i n n r f h rpia eho g, n ai rdc f oy c' r cs s n v o e er o s ln s R d o m ren m t is o G nr Sel n G nt e pout T edsr e actions were a t g a r l fr ee l t ad es n' rdc . h ec bd ki ea a e o s s i misleading and deceptive in that the products depicted were manufactured by P l oks oy c' R predecessors and were not the products that Genstone or General Steel were making and offering for sale. This deception was enhanced by the use of Harringto'p t e ns iu . cr 29. PolyRock has suffered and, unless defendants are enjoined, will continue to suffer harm, including immediate and irreparable harm, f m df dn ' cv i aee hr n The r e nat at ie lgd e i o e s i ts l e. harm to PolyRock includes, without limitation, that: (a) PolyR c'Proprietary Technology has oks been used for the benefit of the defendants and to the detriment of PolyRock without authorization and without safeguards for the protection of this valuable information; (b) PolyRock has lost licensing opportunities and licensing revenue that it otherwise would have received now and in the future; and (c) P l ok a be dm gd n ht e nat at ie oy c hs en a ae i t df dn ' cv i R a e s i ts hv ecuae o e t et t m re adt qet nP l oksr h adles g ae nor d t r o n r h a t n o uso o R c' i t n i ni g hs e e k i y gs c n position with respect to the Proprietary Technology.

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CLAIM I (Unfair Competition Under The Lanham Act Section 43(a) Against All Defendants) 30. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 29. 31. P l oksProprietary Technology constituted a trade secret at all relevant times. o R c' y Confidential business and financial information that P l okspeeesr provided to oy c' r cs s R d o defendants also constitutes trade secret information. 32. At all relevant times, P l okspeeesr o R c' r cs sand PolyRock took reasonable, y d o appropriate and effective measures to prevent the trade secrets at issue from becoming available to persons other than those they selected to have access thereto for limited purposes. 33. On information and belief, defendants have misappropriated, used and disclosed PolyRock' trade secrets, including aspects of the Proprietary Technology and confidential s financial information, in manufacturing and selling artificial stone building products. Such activities constitute unfair competition under Section 43(a) of the Lanham Act, 11 U.S.C. § 1125(a). 34. Defendants Genstone and General Steel used materials received from and depicting pout o P l oks r eesr to market and advertise artificial stone building products rdc f oy c' pe cs s s R d o that P l okspeeesr d nt auat e Such use was misleading in that these o R c' r cs s i o m nf u . y d o d cr advertising materials did not depict the products that defendants were making and selling. These actions were likely to cause confusion concerning the source, sponsorship or approval of General Sel gos sri so cm t ' od, e c r o mercial activities and also falsely described or represented the es ve nt eca c rts r uli o G nr Sel gos T ee a r hr t ii o qats f ee l t ' od. hs activities as alleged constitute u , a e sc ie a es unfair competition in violation of Section 43(a) of the Lanham Act, 11 U.S.C. § 1125(a).

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35. On information and belief, defendants' acts of unfair competition as alleged herein were conducted knowingly, maliciously or in bad faith. 36. PolyRock has suffered irreparable harm through the acts of unfair competition alleged. PolyRock has also suffered financial harm f mdf dn 'c o uf ro pti . r e nat at f na cm et n o e s s i io 37. P l ok i etl t i ucv r i aa s df dn ' acts of unfair o R c s n td o n nt e ee gi t e nat y ie j i lf n e s competition. PolyRock is entitled to damages ­including lost licensing revenue, oy oks P l c' R lost profits, the cost to repair confusion in the market and recovery of defendants' profits from the acts alleged herein ­ an amount to be fully determined at trial. PolyRock is also entitled to in r oeaonyses n cs pr ato 5 ... 1117(a). e vrt re'f ad ot us n t1 USC § c t e s u CLAIM II (Violation of Colorado Uniform Trade Secrets Act) 38. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 33. 39. P l oks r eesrexpended substantial time, effort and money to develop the o R c'pe cs s y d o Proprietary Technology and the confidential financial information concerning the manufacture and sale of artificial stone building products. Such information is valuable and not generally known and therefore constitutes a trade secret. P l okspeeesr adPolyRock have o R c' r cs s n y d o taken measures to prevent such information from becoming available to persons other than those selected to have access thereto for limited purposes and who agreed to non-disclosure obligations sufficient to protect against harmful disclosure of the trade secret information. 40. Defendants knew or should have known from all of the circumstances that the Proprietary Technology and confidential financial information received from P l oks o R c' y predecessors constituted valuable proprietary and confidential information. Among other things, defendants agreed and acknowledged that the subject information was confidential and

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proprietary and that defendants would not use it for any purpose other than determining whether to enter into a business relationship with P l oks r eesr o R c'pe cs s y d o. 41. PolyRock owns all rights in the Proprietary Technology and confidential financial information that defendants received from P l oks r eesr PolyRock is the successor oy c'pe cs s R d o. to ad w sh r htefr df dn ' b gt n udrhiN n n o n t i to noc e nat ol aos net r o-disclosure Agreements. eg e e s i i e 42. On information and belief, defendants misappropriated and misused the Proprietary Technology and confidential financial information described above, in violation of Colo. Rev. Stat. §§ 7-74-101, et seq. 43. PolyRock is entitled to injunctive relief againt e nat m sprpii ,s ad sdf dn ' i por t nue n e s a ao d c sr o P l okst d sc t P l oki a oetl t dm gs i l i l t i l ue f oy c' r e er s oy c s l n td o a ae,n u n o so R a e. R s ie cdg s licensing revenue, lost profits and the cost to repair confusion in the market, resulting from df dn ' i prpii ,s ad i l ue f oy oksr e er s e nat m s por t nue n d c sro P l c't d sc t e s a ao so R a e. CLAIM III (Breach of Contract Against Defendants Demarest And General Steel) 44. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 29. 45. In written Non-disclosure Agreements, Demarest and General Steel each agreed to maintain in confidence, and not use for any purpose other than evaluating whether to enter into a business relationship with P l oks r eesr information disclosed to them concerning o R c' pe cs s y d o, t poesue b P l okspeeessors and PolyRock to manufacture artificial stone h rcs sd y oy c' r c e R d building products and financial information concerning the manufacture of such products. 46. On information and belief, Demarest and General Steel breached their obligations under their Non-disclosure Agreements by: (i) using the confidential information to set up their own business of manufacturing Products; (ii) using the confidential information to manufacture

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Products; or (iii) disclosing to others confidential information concerning the manufacture of the Products. 47. PolyRock owns the Proprietary Technology, and is the successor to and owns the r h t efr D m r t ad G nr Sel ol aos udr t N n i t o noc e a ss n ee l t ' b gt n ne h o-disclosure g e e' a es i i e Agreements. 48. P l oki etl t seicpr r ac o D m r t adG nr Sel o R c s n td o pc i e om ne f e a ss n ee l t ' y ie f f e' a es obligations under the Non-disclosure Agreements to prevent further misappropriation, disclosure o uat r e ue o P l okst d sc t i v li o df dn 'cn at l r nu oi d s f oy c' r e er s n i ao f e nat ot c a h z R a e, o tn e s r u obligations. PolyRock is also entitled to damages, including recovery for lost licensing revenue, lost profits and the cost to repair confusion in the market,eu i f m G nr Sel ad r ln r s t g o ee l t ' n a es D m r t bece. e a ss r hs e' a CLAIM IV (Violation of Colorado Consumer Protection Act Against Defendants General Steel And Genstone) 49. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 29. 50. G nt e ad G nr Sel ueo m ren ad avrs g m t ist t es n' n ee l t ' s f a t g n de in a r l h o s a es ki ti ea a P l oks r eesr supplied and that depicted the products of P l oks r eesr o R c' pe cs s y d o oy c' pe cs s R d o, rather than General Steel or Genstone, constituted a knowingly false representation in violation of § 6-1-105, C.R.S., including, without limitation, subsections 6-1-105(a ­ (e), (g), (i) & (u). c), Genstone and General Steel used such materials in the course of their trade or business. 51. G nt e ad ee l t l ue f of etlnom t n i prpie f m es n' n G nr Se ' s o cni n ai r ao m s por t r o s a es d i f i a ad o PolyRock' peeesr constituted a knowingly misleading or deceptive practice in violation s r cs s d o of § 6-1-105, C.R.S., including, without limitation, subsections 6-1-105(a ­ (e) and (g). c),

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52. The misleading and deceptive sales practices of Genstone and General Steel, described above, significantly impact the public as actual or potential consumers. 53. Genstone and General Steel acted in bad faith, willfully violated the injunction entered by the Jefferson County District Court, and willfully and wantonly disregarded the rights of plaintiff. 54. P l oksf r i uyt al aypo c di e s a t r u o G nt e o R c uf e n r o e l rt t n r t s h e l f es n' y ed j gl e e te e st o s adG nr Sel m s ai addeceptive sales practices, described above. Such injury n ee l t ' ied g n a es l n i l e, i ot i it n hr t P l oksr u t ni t m re l eadl so n u s wt u l ti , a o o R c' e ti n h a t a n o f cd h m ao m y p ao e kpc s licensing revenue. 55. PolyRock is entitled to injunctive relief prohibiting Genstone and General Steel from continuing to engage in the misleading and deceptive sales practices alleged. PolyRock is also entitled to damages, including recovery for lost licensing revenue, lost profits and the cost to r a cnui it m re r u i f mG nr Sel ad e a ss r ce. e i ofs nnh a t e ln r pr o e k , s t g o ee l t ' n D m r t be hs a es e' a CLAIM V (Civil Conspiracy Against All Defendants) 56. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 55. 57. Two or more of the defendants Knight, Kissire, General Steel, Genstone and Demarest agreed to seek access to P l oks rpia T cnl yo t f s pe ne f oy c' Por t y eho g n h a e r es o R er o e l t w n n t ea a i "o m r av b i " hn n at e natsought and gained access at g o vl t t cm e i i it w e i f df dn i ues c l a ly c e s tP l oks rpia T cnl yn ret misappropriate and use it for themselves. o o R c'Por t y eho g iodro y er o 58. One or more of the defendants violated Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); the Colorado Uniform Trade Secrets Act, Colo. Rev. Stat. §§ 7-74-101, et seq.; the Colorado Consumer Protection Act, Colo. Rev. Stat. §§ 6-1-105, et seq.; or their confidentiality

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and non-d c sr ol aost P l okspeeesr in furtherance of the conspiracy i l ue b gt n o oy c' r cs s so i i R d o, alleged herein. 59. PolyRock suffered damages, including lost licensing revenue, lost profits and the cost to repair confusion in the market, as the result of the conspiracy alleged herein. CLAIM VI (Unjust Enrichment Against All Defendants) 60. PolyRock incorporates the allegations of the foregoing Paragraphs 1 - 29. 61. D f dn ,ni day n clcvl w r uj t er hdi t tt ln fs e nat i v ul ad o et e , e n sy ni e n h ap i i' e s di l l i y e ul c a a tf expense and t p i i'dtm n df dn r e e a ee t ne c cm t csn h h o ln fs e i et e nat e i d bnf udr i u s ne i w i a tf r , e s cv i r a c they reasonably should have expected to compensate plaintiff and that would make it unjust for them to retain the benefit without paying compensation to plaintiff. 62. Defendants were unjustly enriched, in an amount to be proven at trial, through their actions in obtaining access to the Proprietary Technology and then using aspects thereof to develop products that they sold on their own without the permission of PolyRock or its predecessors. PRAYER FOR RELIEF WHEREFORE, PolyRock requests this Court to enter judgment awarding it the following relief: A. Preliminary and permanent injunctive relief prohibiting defendants from using in any way or disclosing the Proprietary Technology or the confidential financial information that defendants obtained from P l oks r eesr oy c'pe cs s R d o; B. Preliminary and permanent injunctive relief prohibiting defendants Genstone and General Steel from using in any way marketing materials depicting products

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manuf t e b o e ,nl i P l oks r eesr t m reartificial stone a u d y t r i u n o R c'pe cs s o a t cr hs cd g y d o, k building products manufactured by or on behalf of Genstone or General Steel and requiring defendants to return any marketing materials, pictures or depictions of the products o P l okspeeesr t t e poi dfr es n o G nr f o R c' r cs s h w r rv e o G nt e r ee l y d o a e d o a Selo a epoutpr ae f mP l oks r eesr t t m r trdc uc sd r o R c'pe cs s e k s h o y d o; C. Damages, including without limitation, amounts sufficient to compensate plaintiff for its losses of licensing revenue, lost profits, loss of reputation in the marketplace, the cost to repair marketplace confusion r u i f m df dn ' e ln r e nat misappropriation and s tg o e s misleading sales practices,ad a o i l i df dn 'poi f m t at n l n u n e nat rfs r h c s cd g e s t o e s alleged herein; D. Exemplary damages in an amount sufficient to deter defendants and others from future and further misleading and deceptive practices of the type alleged herein; E. Disgorgement of all amounts by which defendants were unjustly enriched; F. R cvr o p i i'aonyses nd costs to prosecute this action; and eoe f ln fs t re'f a y a tf t e G. Such other and further relief as the Court deems just. JURY DEMAND Plaintiff demands trial to a jury on all claims so triable.

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DATED: July 19, 2005

Respectfully submitted /s/ John A. DeSisto John A. DeSisto W. Curtis Graves FEATHERSTONE DESISTO LLP 600 17th Street, Suite 2400 Denver, Colorado 80202 Telephone: (303) 626-7100 Facsimile: (303) 626-7101 E-mail: [email protected] E-mail: [email protected] Attorneys for PolyRock Technologies, LLC

Pa tf ades ln fs dr : i i' s PolyRock Technologies, LLC 4949 South Syracuse, Suite 340 Denver, CO 80237

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CERTIFICATE OF SERVICE I hereby certify that on July 20, 2005, I electronically filed the foregoing with the Clerk of Court using the CM/ECF system, which will send notification of such filing to the following e-mail addresses: Susan M. Hargleroad Pendleton, Friedberg, Wilson & Hennessey, P.C. [email protected] Kurt S. Lewis Lewis Scheid LLC [email protected]

s/ John A. DeSisto