CoStar Realty Information, Inc. et al v. Klein & Heuchan, Inc. et al

Filing 17

RESPONSE in Opposition re 11 MOTION to Dismiss for Lack of Jurisdiction MOTION to Transfer Case of Scott Bell filed by CoStar Realty Information, Inc., CoStar Group, Inc.. Replies due by 9/11/2008. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E)(Sauers, William)

EXHIBIT D

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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND CoSTAR REALTY INFORMATION, INC., 2 Bethesda Metro Center, 10th Floor Bethesda, Maryland 20814, and CoSTAR GROUP, INC., 2 Bethesda Metro Center, 10th Floor Bethesda, Maryland 20814, Plaintiffs, v. MARK FIELD D/B/A ALLIANCE VALUATION GROUP 2858 Via Bellota San Clemente, CA 92673, LAWSON VALUATION GROUP, INC. 8895 N. Military Trail, Suite 304E Palm Beach Gardens, FL 33410-6263, RUSS A. GRESSETT 5625 FM 1960 West, Suite 509 Houston, TX 77069, GERALD A. TEEL COMPANY, INC. 974 Campbell Rd, Suite 204 Houston, TX 77024-2813, PATHFINDER MORTGAGE COMPANY 23172 Plaza Pointe Dr., Suite 285 Laguna Hills, CA 92653, and JOHN DOES 1-4 Addresses Currently Unknown,

Civil Action No. 08-CV-663-AW

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Defendants.

FIRST AMENDED COMPLAINT Plaintiffs COSTAR REALTY INFORMATION, INC., a Delaware Corporation, and COSTAR GROUP, INC., a Delaware Corporation (collectively "CoStar" or "Plaintiffs"), for their First Amended Complaint against Defendants MARK FIELD D/B/A ALLIANCE VALUATION GROUP, LAWSON VALUATION GROUP, INC., RUSS A. GRESSETT, GERALD A. TEEL COMPANY, INC., PATHFINDER MORTGAGE CORPORATION and JOHN DOES 1-4 alleges as follows: PARTIES 1. CoStar Realty Information, Inc. is a corporation organized and existing under the laws of

the State of Delaware with its principal place of business and corporate offices located at 2 Bethesda Metro Center, 10th Floor, Bethesda, Maryland 20814-5388. 2. CoStar Group, Inc. is a corporation organized and existing under the laws of the State of

Delaware with its principal place of business and corporate offices located at 2 Bethesda Metro Center, 10th Floor, Bethesda, Maryland 20814-5388. 3. Defendant MARK FIELD D/B/A ALLIANCE VALUATION GROUP ("ALLIANCE")

is, upon information and belief, a California resident doing business as a sole proprietorship under the name Alliance Valuation Group. ALLIANCE has its principal place of business located at 2858 Via

Bellota, San Clemente, California 92673. 4. Defendant LAWSON VALUATION GROUP, INC. ("LAWSON") is, upon information

and belief, an Florida corporation, organized and existing under the laws of the Florida, with its

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principal place of business located at 8895 N. Military Trail, Suite 304E, Palm Beach Gardens, Florida 33410. 5. Defendant RUSS A. GRESSETT ("GRESSETT") is, upon information and belief, a

Texas resident doing business as TGC Realty Counselors, with a principal place of business located at 5625 FM 1960 West, Suite 509, Houston, TX 77069. 6. Defendant GERALD A. TEEL COMPANY, INC., ("GATEEL") is, upon information

and belief, a Texas corporation, organized and existing under the laws of the Texas, with its principal place of business located at 974 Campbell Rd, Suite 204, Houston, TX 77024-2813. 7. Defendant PATHFINDER MORTGAGE CORPORATION ("PATHFINDER") is, upon

information and belief, a California corporation, organized and existing under the laws of California, with its principal place of business at 23172 Plaza Point Drive, Suite 285, Laguna Hills, CA 92653. 8. Plaintiff is unaware of the true names and capacities, whether individual, corporate,

associate or otherwise, of Defendants JOHN DOE 1-4 ("DOES") and therefore sues these Defendants, and each of them, by such fictitious names. The DOES include persons and entities acting in concert with the named Defendants in connection with the actions complained of herein. Plaintiff will seek leave of this Court to amend this First Amended Complaint when the status and identities of these Defendants are ascertained. Upon information and belief, the identities of the DOES are known to one or more of the named Defendants. JURISDICTION AND VENUE 9. This Court has federal question jurisdiction over the action pursuant to 28 U.S.C. § 1331

as an action that arises under the laws of the United States. The Court further has exclusive federal jurisdiction pursuant to 28 U.S.C. § 1338(a) as a case arising under the Copyright Act. This Court has

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subject matter jurisdiction over CoStar's claims for unauthorized access to computers and related claims pursuant to 18 U.S.C. § 1030. 10. This Court has diversity jurisdiction over the action pursuant to 28 U.S.C. § 1332. The

controversy is between citizens of different states, and the amount in controversy exceeds $75,000, exclusive of interest and costs. This Court has supplemental jurisdiction over Plaintiffs' claims arising under the laws of Maryland pursuant to 28 U.S.C. § 1367(a) because these claims are so related to Plaintiffs' claims under federal law that they form part of the same case or controversy and derive from a common nucleus of operative fact. 11. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a substantial part of

the events giving rise to the claims occurred in this District, and a substantial part of the property that is the subject of the action is situated in this District. 12. Personal jurisdiction over ALLIANCE is proper in this District because ALLIANCE has,

by written contract, consented to the jurisdiction of this Court and has committed the tortious acts alleged herein with foreseeable consequences in this District. 13. Personal jurisdiction over GRESSETT, LAWSON, GATEEL, PATHFINDER and DOES

is proper in this District because: (a) by agreeing to the Terms of Use for the www.costar.com website each has consented to the jurisdiction of this Court; (b) by their use of CoStar's proprietary database with the assistance of ALLIANCE, they are availing themselves of the contractual benefits provided by CoStar to ALLIANCE and thus should be subject to the same jurisdictional requirements as ALLIANCE; (c) they have committed tortious and other actionable acts alleged herein with foreseeable consequences in this District, and have caused actual tortious injury in this District; and (d) they have purposefully directed their unlawful behavior at this District by repeated electronic activity and

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interaction with CoStar's computer servers in Bethesda, MD when logging into the subscription service at the www.costar.com website for business purposes. BACKGROUND 14. CoStar is a leading national commercial real estate information services provider. At

enormous effort and expense, CoStar has created state-of-the-art software technology and research methods to develop one of the most comprehensive commercial real estate information databases available. CoStar currently employs the services of approximately 800 trained research professionals, including a field research force with over 120 research photographers and a fleet of over 100 specially equipped field research vehicles, that canvass the country, building information and analysis and photographs that are integrated into an enormous database that is updated daily. 15. CoStar's photographs and the other information in CoStar's databases are not part of a

repository of information generally available for free. CoStar licenses its information services to businesses, including primarily commercial real estate brokers, asset managers, mortgage lenders, investors, owners, property managers, security analysis, REIT professionals and appraisers/mortgage underwriters. CoStar's information licenses, among other things, enable its licensees to find for

themselves or their customers available space for tenants, to match buyers to properties for sale, find tenants, research brokers, locate market-related information, and to value commercial real estate sales transactions. CoStar's licensees can search CoStar's database by selecting from the more than 150 fields of information and analysis included in the file for each property to find those properties that suit their needs. CoStar's licensees can search through CoStar's information in thousands of different ways to analyze various real estate markets, and thus access to CoStar's database greatly reduces the need for

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CoStar's licensees to spend money on conducting research to locate much of the very same information already collected, organized, developed and analyzed by CoStar. 16. With the exception of a very limited amount of its information services CoStar makes

available for no charge on the Internet at http://www.CoStar.com, access to CoStar's information services is offered only to authorized users. Interested members of the general public can become authorized users either (a) by entering into an online agreement for ad hoc access and use, or (b) by entering into a written license agreement and subscribing to one or more of CoStar's information services. 17. Access to CoStar's subscription information services and their associated databases is

limited to those authorized users who gain authorization solely pursuant to written license agreements, which limit their access and use of CoStar's databases to specific numbers of licensed users and licensed sites. Licensed users are limited to employees of the licensee, or independent contractors working out of the licensed site and exclusively for the licensee. 18. Once a party executes a license agreement with CoStar, each of its authorized users is

provided with a user identification and passcode and is given authorized use for Internet-based access to CoStar's subscription information services within the terms of the user's specific license. An authorized user must input a valid user identification and passcode at the "Subscriber Login Area" to gain authorized access to CoStar's restricted access information services for which they are licensed. 19. The Subscriber Login Area contains prominent notices advising the user on each

occasion of their use. "By logging in you are agreeing to CoStar's terms of use." and "Access restricted to licensed users. Sharing of passcodes is prohibited." The authorized user must scroll through and "accept" the applicable online Terms of Use the first time they use the product as well as at periodic

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intervals thereafter. Furthermore, a warning appears at the bottom of the homepage that reads: "By using this site, you agree to our Terms of Use." Here too, by clicking on the underlined phrase, the user can view the terms of use. 20. The Terms of Use provide: By accessing or using this Site (or any part thereof), you agree to be legally bound by the terms and conditions that follow (the "Terms of Use") as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the CoStar services and products offered via the Site. They constitute a legal contract between you and CoStar, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use, you may not use the Site. (emphasis added). 21. In addition, the Terms of Use specifically note that "[p]ortions of the [website] are

available only to individuals or entities who purchase a subscription (`Subscribers') and who, as specified in these Terms of Use and/or in the associated written license agreement between the Subscriber and CoStar that authorizes use of the information or product(s) (the `License Agreement'), are Authorized Users (as defined below) under such a subscription." 22. Under the header "Prohibited Uses," the Terms of Use provide that "you shall not ...

[a]ccess any portion of the [databases] unless you are an Authorized User for such [databases] using the Passcodes assigned to you by CoStar to access the components and services of the [databases] that your subscription authorizes you to access, subject to the terms contained therein and in these Terms of Use." 23. The Terms of Use also state that "[u]pon your breach of any term of these Terms of Use

or the License Agreement, CoStar's remedies shall include any monetary benefits that accrued to you as a result of the breach, any damages incurred by CoStar related to your breach and any other damages

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and relief available at law or in equity." The terms of use further provide that "CoStar shall be entitled to recover all costs, including attorney's fees." 24. Finally, the Terms of Use provide that the user "irrevocably consent[s] to the exclusive

jurisdiction of the federal and state courts located in the State of Maryland for any action to enforce these Terms of Use." EVENTS GIVING RISE TO THE LAWSUIT 25. ALLIANCE signed an 11-user License Agreement with CoStar in June 2002 for access

to the CoStar COMPSŪ commercial real estate information databases and related software. ALLIANCE signed a new, 11-user License Agreement for access to the CoStar COMPSŪ in November 2004. 26. Under Sections 1, 2 and 12 of ALLIANCE's License Agreement with CoStar,

ALLIANCE agreed, among other things: (a) not to provide third parties with access to or use of the CoStar database service, (b) not to sub-license or resell CoStar's information services to others, (c) not to share the ALLIANCE-specific IDs and passcodes assigned by CoStar, and (d) not to store, copy or export any portion of the licensed CoStar database service into any database or other software program, except as explicitly permitted by the CoStar-Resource License Agreement or by express written consent of CoStar. 27. In violation of these provisions in ALLIANCE's License Agreement with CoStar,

ALLIANCE provided its user names and passcodes directly or indirectly to one or more individuals at third-party firms, including GRESSETT, LAWSON, PATHFINDER and DOES, who used the user name and passcode improperly to access and use CoStar's commercial real estate information subscription services for their own commercial purposes without a valid license or any other

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authorization from CoStar. As a result of ALLIANCE's breach of its License Agreement with CoStar, third parties were able to use CoStar's commercial real estate information services without paying the subscription and license fees that other firms pay for the service. 28. In violation of these provisions in ALLIANCE's License Agreement with CoStar,

ALLIANCE provided a user name and passcode to GRESSETT, who then further distributed such user name and passcode to other individuals, including but not limited to GATEEL and DOES, who then used the user name and passcode improperly to access and use CoStar's commercial real estate information subscription services for their own commercial purposes without a valid license or any other authorization from CoStar. As a result of GRESSETT's breach of its contract with CoStar, third parties were able to use CoStar's commercial real estate information services without paying the subscription and license fees that other firms pay for the service. 29. In violation of these provisions in ALLIANCE's License Agreement with CoStar,

ALLIANCE provided the user names and passcodes assigned to it to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES who used such user names and passcodes improperly to access and use CoStar's commercial real estate information subscription services for LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' commercial purposes without authorization from CoStar. As a result of ALLIANCE's breach of its License Agreement with CoStar, neither LAWSON, GRESSETT, GATEEL, PATHFINDER nor DOES acquired valid licenses from CoStar for the services they accessed. 30. By gaining unauthorized access to CoStar's products, LAWSON, GRESSETT,

GATEEL, PATHFINDER and DOES, were able to make unauthorized copies and displays of CoStar's copyrighted databases and copyrighted photographs. By sharing its user names and passcodes with

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LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES, ALLIANCE was knowingly and materially contributing to that conduct. Absent ALLIANCE providing CoStar user names and

passcodes to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES, they would not have been able to gain such access and make such unauthorized copies and displays of CoStar's copyrighted works. 31. Upon information and belief, at least one Defendant, LAWSON, paid ALLIANCE a fee

for its unauthorized access to a CoStar user name and passcode. The payment of fees to ALLIANCE further underscores the knowing illegality of Defendants' conduct. Plaintiff is further investigating whether one or more DOES paid ALLIANCE fees for their unauthorized access to a CoStar user name and passcode. COUNT I BREACH OF CONTRACT BY ALLIANCE 32. CoStar re-alleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 31 of the First Amended Complaint. 33. 34. The License Agreement between ALLIANCE and CoStar is a valid contract. ALLIANCE breached the License Agreement by providing, either directly or indirectly,

CoStar user names and passcodes to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES, who are not employees of ALLIANCE or independent contractors working out of ALLIANCE's office, who then accessed and used the CoStar database service without CoStar's authorization or consent. 35. CoStar has been injured by ALLIANCE's breaches as described above. Among other

things, ALLIANCE's breach of contract has caused CoStar to lose the license fee revenue associated with granting licenses to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. Some of

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CoStar's injury as a result of ALLIANCE's breaches resulted in damages to CoStar in an amount to be proven at trial. CoStar will not have an adequate remedy at law for its entire injury, however, as some of its injury is irreparable. Accordingly, CoStar is entitled to damages and injunctive relief. COUNT II BREACH OF CONTRACT BY LAWSON, GRESSETT, GATEEL, PATHFINDER AND DOES 36. CoStar re-alleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 35 of the First Amended Complaint. 37. By accessing CoStar's Internet website, LAWSON, GRESSETT, GATEEL,

PATHFINDER and DOES agreed to be bound by the Terms of Use agreement of CoStar's website. CoStar's website Terms of Use agreement is a valid contract. 38. LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES each breached the Terms

of Use agreement by, inter alia, accessing and using the CoStar databases without authorization from CoStar. 39. CoStar has been injured by LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's

and DOES' breaches as described above. Among other things, LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' breach of contract has caused CoStar to lose the license fee revenue associated with granting licenses them licenses to CoStar products. Some of CoStar's injury as a result of ALLIANCE's breaches resulted in damages to CoStar in an amount to be proven at trial. CoStar will not have an adequate remedy at law for its entire injury, however, as some of its injury is irreparable. Accordingly, CoStar is entitled to damages and injunctive relief.

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COUNT III FRAUD BY ALLIANCE AND GRESSETT 40. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 39 of the First Amended Complaint. 41. As alleged above, on information and belief, ALLIANCE obtained its license to make

authorized access to CoStar's database by fraud and deceit when it failed to identify the true purposes it intended to make of the authorized user identifications and passcodes it was provided pursuant to the License Agreement. ALLIANCE made representations to CoStar and its employees and agents that it would limit its use of the licensed CoStar products to its employees or independent contractors working exclusively for ALLIANCE. 42. GRESSETT accessed CoStar's database and products by fraud and deceit when he

identified himself as an employee of or independent contractor working exclusively for ALLIANCE by using the user names and passcodes assigned to ALLIANCE by CoStar. Had CoStar been aware that GRESSETT was not an employee of or independent contractor working exclusively for ALLIANCE, CoStar would have denied such access. 43. Defendants' fraudulent conduct, including their false denials of wrongdoing, has been

improper, willful, wanton and/or in reckless disregard of CoStar's rights. Defendants have been unjustly enriched as a result of their unauthorized access. Defendants' conduct has harmed and will continue to harm CoStar. As a result, CoStar has suffered and will continue to suffer losses and irreparable injury, in amounts not yet ascertained. CoStar's remedy at law is not itself adequate to compensate it for injuries inflicted by Defendants. Accordingly, CoStar is entitled to damages and injunctive relief.

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COUNT IV TORTIOUS INTERFERENCE WITH CONTRACT AND PROSPECTIVE BUSINESS RELATIONSHIP BY ALLIANCE 44. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 43 of the First Amended Complaint. 45. ALLIANCE was at all pertinent times aware of CoStar's standard licensing terms,

including its prohibition of the sharing of user names and passcodes. 46. ALLIANCE intentionally, maliciously and unjustifiably interfered with CoStar's

prospective business relationships with potential subscribers by providing one or more of the ALLIANCE user names and passcodes to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. 47. ALLIANCE intentionally, maliciously and unjustifiably induced LAWSON,

GRESSETT, GATEEL, PATHFINDER and DOES to breach contracts with CoStar, namely the online Terms of Use at www.costar.com, by providing, either directly or indirectly, one or more ALLIANCE user names and passcodes to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. 48. CoStar has been damaged as a result of ALLIANCE's interference, which was improper,

willful, wanton and/or in reckless disregard of CoStar's rights. Additionally, ALLIANCE has been unjustly enriched by their interference. COUNT V DIRECT COPYRIGHT INFRINGEMENT BY LAWSON, GRESSETT, GATEEL, PATHFINDER AND DOES 49. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 48 of the First Amended Complaint.

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50.

CoStar owns valid copyrights in the compilations of data, information, and original

content that form its databases of commercial real estate property information. CoStar has registered its copyrights in those compilations with the United States Copyright Office on a regular basis. 51. CoStar owns valid copyrights in millions of commercial real estate photographs taken by

CoStar photographers. CoStar has registered the vast majority of those photographs with the United States Copyright Office on a quarterly basis. 52. By virtue of their unauthorized access to CoStar's products, LAWSON, GRESSETT,

GATEEL, PATHFINDER and DOES have infringed CoStar's copyrights in its database compilations, including by reproducing, distributing and/or displaying original and protectable expression covered by CoStar's compilation copyrights. 53. By virtue of their unauthorized access to CoStar's products, LAWSON, GRESSETT,

GATEEL, PATHFINDER and DOES have infringed CoStar's copyrights in its commercial real estate photographs, including by reproducing, distributing and/or displaying such photographs, in violation of 17 U.S.C. § 501 et seq. Upon information and belief, LAWSON, GRESSETT, GATEEL,

PATHFINDER and DOES have infringed CoStar's copyrights in at least 67 photographs. A list of these photographs, as well as the copyright registration numbers corresponding to such photographs, are attached hereto as Exhibit A. 54. LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' infringement of

CoStar's copyrights was willful and with notice of CoStar's copyrights in its database compilations and its photographs. 55. Because CoStar registered its copyrights in the database compilations and commercial

real estate photographs infringed by LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES

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prior to their infringement and/or within three months of the publication of such copyrighted works, CoStar is entitled to an award of statutory damages of no less than $750 and up to $150,000 per work, as well as the attorney's fees and costs of prosecuting this action, pursuant to 17 U.S.C. § 501 et seq. 56. As a result of LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES'

infringement, CoStar has suffered an injury for which there is no adequate remedy at law and that requires injunctive relief. COUNT VI CONTRIBUTORY AND VICARIOUS COPYRIGHT INFRINGEMENT BY ALLIANCE 57. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 56 of the First Amended Complaint. 58. As set forth in Paragraphs 49 through 56, LAWSON, GRESSETT, GATEEL,

PATHFINDER and DOES have each infringed CoStar's copyrights. 59. ALLIANCE, by virtue of the fact that it had possession of CoStar user names and

passcodes, had access to CoStar products and CoStar's Internet website. By providing such CoStar user names and passcodes to LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES, ALLIANCE materially contributed to LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES's infringement of CoStar's copyrights. 60. ALLIANCE directly or indirectly provided such CoStar user names and passcodes with

knowledge that LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES would use such user names and passcodes to access CoStar's Internet website and thus infringe CoStar's copyrights. 61. As a result of ALLIANCE's conduct in facilitating and materially contributing to

LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' infringement of CoStar's

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copyrights, ALLIANCE is liable for contributory copyright infringement. ALLIANCE's contributory infringement was willful. 62. By virtue of the fact that ALLIANCE had control over the user names and passcodes

assigned by CoStar, ALLIANCE had the right and ability to control use of those user names and passcodes by LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. 63. Upon information and belief, at least LAWSON paid ALLIANCE for the use of the

CoStar user names and passcodes assigned to ALLIANCE, and thus ALLIANCE has obtained a direct financial benefit from LAWSON's infringement of CoStar's copyrights. CoStar is continuing to

investigate whether the other Defendants, including GRESSETT, PATHFINDER and the DOES, also paid ALLIANCE for the use of the CoStar user names and passcodes 64. As a result of ALLIANCE's conduct, ALLIANCE is liable for vicarious copyright

infringement. ALLIANCE's vicarious infringement was willful. 65. Because CoStar registered its copyrights in the database compilations and commercial

real estate photographs infringed by LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES prior to their infringement and/or within three months of the publication of such copyrighted works, CoStar is entitled to an award of statutory damages of no less than $750 and up to $150,000 per work, as well as the attorney's fees and costs of prosecuting this action, pursuant to 17 U.S.C. § 501 et seq. ALLIANCE is responsible for such statutory damages as a joint tortfeasor with LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. 66. As a result of ALLIANCE's infringement, CoStar has suffered an injury for which there

is no adequate remedy at law and that requires injunctive relief.

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COUNT VII VIOLATION BY LAWSON, GRESSETT, GATEEL, PATHFINDER AND DOES OF § 18 U.S.C. 1030: FRAUD AND RELATED ACTIVITY IN CONNECTION WITH COMPUTERS 67. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 66 of the First Amended Complaint. 68. The computer system on which CoStar's databases reside is a computer used in interstate

commerce or communication, and is thus a protected computer under 18 U.S.C. § 1030. 69. When LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES accessed the

passcode-protected portions of the CoStar Internet website, LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES intentionally accessed a protected computer without authorization. 70. LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' unauthorized

access of a protected computer has caused damage to CoStar that has amounted in an aggregated loss of over $5,000 during a one-year period. 71. LAWSON's, GRESSETT's, GATEEL's, PATHFINDER's and DOES' conduct has

harmed and will continue to harm CoStar. As a result, CoStar has suffered and will continue to suffer losses, damages, and irreparable injury, in amounts not yet ascertained. CoStar's remedy at law is not itself adequate to compensate it for injuries inflicted by LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES. Accordingly, CoStar is entitled to damages and injunctive relief. COUNT VIII CIVIL RICO VIOLATIONS BY ALL DEFENDANTS 72. CoStar realleges and incorporates herein by reference the allegations contained in

Paragraphs 1 through 71 of the First Amended Complaint.

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73.

Defendants' infringement of CoStar's copyright was willful and for the purpose of

commercial advantage or private financial gain. Furthermore, the total retail value of access to CoStar's copyrighted works, as well as the copies made therefrom, exceeds $1,000. 74. Defendants' infringement of CoStar's copyrights was thus criminal copyright

infringement under 17 U.S.C. § 506. Such criminal copyright infringement is a predicate activity that supports a Civil RICO claim under 18 U.S.C. § 1961. 75. Through their consistent interactions and dealings with each other, and because their

relationship is in part based upon the willful and criminal infringement of CoStar's copyrights and other rights, Defendants are associated in fact and constitute an "enterprise" for the purposes of 18 U.S.C. § 1961(4). 76. Defendants have engaged in conduct that forms a pattern of racketeering activity for the

purposes of 18 U.S.C. § 1961, namely criminal copyright infringement, over the past four years, including by the aforementioned infringement of CoStar's copyrights. 77. 78. CoStar has been directly injured by Defendants' racketeering activity. Defendants are thus liable under Civil RICO for the injury they have caused CoStar.

PRAYER FOR RELIEF WHEREFORE, CoStar asks that this Court: (1) Enter a judgment against ALLIANCE that it has breached its contract with CoStar;

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(2)

Enter a judgment against LAWSON, GRESSETT, GATEEL, PATHFINDER and DOES

that they have breached their contracts with CoStar; (2) Grant a preliminary and permanent injunction (a) restraining and enjoining Defendants

and any of their principals, officers, agents, servants, employees, attorneys, successors and assigns, and all persons in active concert or participation with them, from (i) making any unauthorized access to or use of any CoStar database service, (ii) interfering with CoStar's current or prospective contracts pertaining to use and access of any CoStar's database, and (iii) assisting, aiding, or abetting any other person or business entity in engaging in or performing any of the activities referred to in subparagraphs (i) through (ii) above; and (b) ordering Defendants and any of their principals, officers, agents, servants, employees, attorneys, successors and assigns, and all persons in active concert or participation with them, to permanently delete and destroy all portions of any CoStar database service within their possession, and within ten (10) days provide CoStar with a signed affidavit certifying completion of such deletion/destruction; (3) Enter judgment against Defendants and in favor of CoStar for disgorgement of any

amounts by which they was unjustly enriched; (4) (5) (6) Enter judgment against Defendants and in favor of CoStar for compensatory damages; Enter judgment against Defendants and in favor of CoStar for punitive damages; For an award of statutory damages of $10,050,000 as a result of Defendants' willful

infringement of CoStar's copyrights. (7) (8) For an award of treble damages pursuant to 18 U.S.C. § 1961 and other applicable laws. For an award of the costs of this action, including reasonable attorneys' fees, pursuant to

17 U.S.C. § 505, 18 U.S.C. § 1961, and other applicable laws.

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(6)

Enter judgment against Defendants and in favor of CoStar for prejudgment interest, costs

and attorneys' fees; and (7) Grant CoStar such other and further relief as is just. Respectfully submitted,

Dated: April 3, 2008

______/s/__________________________ Shari Ross Lahlou, Bar. No. 16570 Crowell & Moring LLP 1001 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Telephone [phone] Facsimile [phone] Attorneys for Plaintiffs CoSTAR REALTY INFORMATION, INC., a Delaware Corporation, and CoSTAR GROUP, INC., a Delaware Corporation

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CERTIFICATE OF SERVICE I hereby certify that service required by Fed. R. Civ. P. 5 was made, and that a true copy of the First Amended Complaint, which was electronically filed in this case on April 3, 2008, using the CM/ECF system, was sent to the following via overnight FedEx on April 3, 2008: MARK FIELD D/B/A ALLIANCE VALUATION GROUP 2858 Via Bellota San Clemente, CA 92673 RUSS A. GRESSETT 5625 FM 1960 West, Suite 509 Houston, TX 77069, GERALD A. TEEL COMPANY, INC. 974 Campbell Rd, Suite 204 Houston, TX 77024-2813 and GARY A. WOODFIELD, P.A. Edwards Angell Palmer Dodge LLP One North Clematis Street Suite 400 West Palm Beach, FL 33401 USA Attorneys for Lawson Valuation Group, Inc. /s/ Shari Ross Lahlou Bar No. 16570 CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington, D.C. 20004-2595 Telephone: [phone] Facsimile: [phone] Email: [e-mail] Attorneys for Plaintiffs CoStar Realty Information, Inc., and CoStar Group, Inc.

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EXHIBIT A
No. Photograph Address 1 17200-17288 Red Hill Ave., Irvine, CA 92614 2 3921-3931 Miraloma Ave., East Anaheim, CA 92806 3 4100 International Parkway, Carrollton, TX 75007 4 1395 Calle Avanzado, San Clemente, CA 92672 5 1520 Bon View Ave., Ontario, CA 91761 6 999 Bilter Rd., Aurora, IL 60504 7 2759 N. Eola Rd., Aurora, IL 60504 8 1400 Harrison St., Titusville, FL 32780 9 6450 W. Atlantic Blvd., Margate, FL 33063 10 10201-10291 Stirling Rd., Cooper City, FL 33328 11 1854 Mount Zion Rd., Morrow, GA 30260 12 999 Duluth Hwy., Lawrenceville, GA 30043 13 312 Geoffrey, St. Augustine, FL 32086 14 10823 Edison Ct., Rancho Cucamonga, CA 91730 15 4460 Firestone Blvd., South Gate, CA 90280 16 8250 International Dr., Orlando, FL 32819 3777-3795 Palm Valley Rd., Ponte Vedra Beach, FL 17 32082 18 1921 S. Dale Mabry Hwy., Tampa, FL 33629 19 1331 S. Dixie Hwy. W, Pompano Beach, FL 33060 20 1247 S. Hairston Rd., Stone Mountain, GA 30088 21 2325 S. Ridgewood Ave., Daytona Beach, FL 32119 Registration Number VA 1-375-676 VA 1-375-676 VA 1-378-267 VA 1-375-668 VA 1-410-713 VA 1-345-219 VA 1-421-725 VA 1-375-662 VA 1-410-715 VA 1-329-172 VA 1-387-859 VA 1-378-398 VA 1-391-968 VA 1-410-713 VA 1-344-958 VA 1-378-378 VA 1-375-654 VA 1-378-347 VA 1-410-715 VA 1-375-663 VA 1-410-478 Registration Date 9/13/2006 9/13/2006 8/17/2006 9/13/2006 3/27/2007 11/28/2005 4/16/2007 9/13/2006 3/27/2007 6/8/2005 12/5/2006 8/17/2006 10/6/2006 3/27/2007 2/24/2006 8/17/2006 9/13/2006 8/17/2006 11/9/2006 9/13/2006 3/27/2007

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22 7802 S. Orange Blossom Trl., Orlando, FL 32809 23 10490-10500 San Jose Blvd., Jacksonville, FL 32257 24 1921 Heckscher Dr., Jacksonville, FL 32226 25 6450 E. Rogers Cir., Boca Raton, FL 33487 26 4317-4347 University Blvd. S, Jacksonville, FL 32216 27 2771 Monument Rd., Jacksonville, FL 32225 28 14286 Beach Blvd., Jacksonville, FL 32250 29 10730-10750 Atlantic Blvd., Jacksonville, FL 32225 30 3512 US-41 N, Palmetto, FL 34221 31 6400 NW 5th Way, Fort Lauderdale, FL 33309 32 10 Fairway Dr., Deerfield Beach, FL 33441 33 1201-1211 S. Military Trl., Deerfield Beach, FL 33442 34 4800 N. Federal Hwy., Fort Lauderdale, FL 33308 35 2015-2017 W. Olympic Blvd., Los Angeles, CA 90006 36 300 S. Hobart Blvd., Los Angeles, CA 90020 37 2701 N. Rainbow Blvd., Las Vegas, NV 89108 38 12606 NE 95th St., Vancouver, WA 98682 39 11800 NE 95th St., Vancouver, WA 98682 40 12115 NE 99th St., Vancouver, WA 98682 41 12609 NE 95th St., Vancouver, WA 98682 42 11700 NE 95th St., Vancouver, WA 98682 43 11912 NE 95th St., Vancouver, WA 98682 44 11815 NE 99th St., Vancouver, WA 98682 45 2150 Parklake Dr. NE, Atlanta, GA 30345

VA 1-378-233 VA 1-375-654 VA 1-375-654 VA 1-403-930 VA 1-391-704 VA 1-405-384 VA 1-405-384 VA 1-405-384 VA 1-391-672 VA 1-410-715 VA 1-410-715 VA 1-378-191 VA 1-391-710 VA 1-391-726 VA 1-421-790 VA 1-375-618 VA 1-359-113 VA 1-359-113 VA 1-359-113 VA 1-359-113 VA 1-359-113 VA 1-359-113 VA 1-359-113 VA 1-407-490

8/17/2006 9/13/2006 9/13/2006 3/27/2007 3/27/2007 5/11/2007 5/11/2007 5/11/2007 5/11/2007 3/27/2007 3/27/2007 8/17/2006 3/27/2007 5/11/2007 7/2/2007 9/13/2006 3/3/2006 3/3/2006 3/3/2006 3/3/2006 3/3/2006 3/3/2006 3/3/2006 3/27/2007

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46 3424 William Penn Hwy., Pittsburgh, PA 15235 47 3448 William Penn Hwy., Pittsburgh, PA 15235 48 525 Plymouth Rd., Plymouth Meeting, PA 19462 49 527 Plymouth Rd., Plymouth Meeting, PA 19462 50 521 Plymouth Rd., Plymouth Meeting, PA 19462 51 531 Plymouth Rd., Plymouth Meeting, PA 19462 52 800 W. Adams St., Phoenix, AZ 85007 53 1601 Lind Ave. SW, Renton, WA 98055 54 717 Texas Ave., Houston, TX 77002 55 10400 N. 25th Ave., Phoenix, AZ 85021 56 10835 N. 25th Ave., Phoenix, AZ 85029 57 2301 5th Ave., Seattle, WA 98121 58 26520-26672 Agoura Rd., Calabasas, CA 91302 59 17390 Brookhurst St., Fountain Valley, CA 92708 60 1455 Frazee Rd., San Diego, CA 92108 61 6712 Benjamin Rd., Tampa, FL 33634 62 6710 Benjamin Rd., Tampa, FL 33634 63 6708 Benjamin Rd., Tampa, FL 33634 64 6704 Benjamin Rd., Tampa, FL 33634 65 6706 Benjamin Rd., Tampa, FL 33634 66 6702 Benjamin Rd., Tampa, FL 33634 67 12004-12096 Anderson Rd., Tampa, FL 33625

VA 1-375-658 VA 1-375-658 VA 1-344-981 VA 1-344-981 VA 1-344-981 VA 1-344-981 VA 1-391-929 VA 1-421-780 VA 1-378-391 VA 1-340-320 VA 1-380-272 VA 1-340-316 VA 1-344-826 VA 1-344-826 VA 1-407-349 VA 1-391-687 VA 1-391-687 VA 1-391-687 VA 1-391-687 VA 1-391-687 VA 1-391-687 VA 1-382-010

9/13/2006 9/13/2006 3/1/2006 3/1/2006 3/1/2006 3/1/2006 10/6/2006 7/2/2007 6/16/2006 11/28/2005 8/10/2005 11/28/2005 11/29/2005 11/29/2005 3/1/2006 3/27/2007 3/27/2007 3/27/2007 3/27/2007 3/27/2007 3/27/2007 10/6/2006