IN THE UNITED STATES DISTRICT COURT
	FOR THE SOUTHERN DISTRICT OF OHIO
			EASTERN DIVISION 

-----------------------------------------
HUGH BRIAN HANEY,	
696 Stonewood Court,	
Columbus, Ohio 43235	
	
       Plaintiff,	
	
v.	
	
CREDIT SUISSE FIRST BOSTON CORP.,	
a Massachusetts corporation,	
Park Avenue Plaza, New York,	
New  York 10055; 

ELLENBURG CAPITAL	
CORP., a California corporation,	
16255 Ventura Boulevard,	
Suite 1200, Encino, California	
91436; 

GERALD D. ELLENBURG,	
33 North Garden Avenue #950,	
Clearwater, Florida 34615;	

BARRY  L.  HAASE, 5550	
Southwest Macadam, Suite 200,	
Portland, Oregon 97201;	

ROBERT WEGNER, 444 South	
Flower Street, 8th Floor,	
Los Angeles, CA 90071;	

NORTON S. KARNO, 16255 Ventura	
Boulevard, Encino, California	
91436; and 

JOHN DOES 1-20, 	
	
        Defendants.	
----------------------------------


COMPLAINT
CONSPIRACY, TORTIOUS INTERFERENCE, FRAUD
Jury Demand Endorsed Hereon
 
	Plaintiff by its attorneys, the Law Office of Eric L. Brown Co.,
 L.P.A., for its complaint against Defendants avers as follows.


I. THE PARTIES 

	1.	Plaintiff is, and at all relevant times was, a resident of
Franklin County, Ohio and a citizen of Ohio.

	2.	Upon information and belief, Defendant Ellenburg Capital Corp.
("Defendant ECC") is, and at all relevant times was, a California
corporation having its principal place of business in a State other than
the State of Ohio; its registered agent is Shelly Shafron, 16255 Ventura
Boulevard Suite 1200, Encino, California 91436. Defendant ECC is being
dissolved by order of California Superior Court, Los Angeles.

	3.	Upon information and belief, Defendant Credit Suisse First
Boston Corp. ("Defendant CSFB") is, and at all relevant times was,  a
Massachusetts corporation having its principal place of business in a
State other than the State of Ohio; it does business in this district and
in Ohio and maintains a registered office at 16 E. Broad Street, Columbus,
Ohio 43215. 

	4.	Upon information and belief, Defendant Gerald Ellenburg
("Defendant Ellenburg") is, and at all relevant times was, a Florida
citizen whose address is 33 North Garden Avenue #950, Clearwater, Florida
34615.

	5.	Upon information and belief, Defendant Barry L. Haase
("Defendant Haase") is, and at all relevant times was, an Oregon citizen
whose address is 5550 Southwest Macadam, Suite 200, Portland, Oregon
97201. 

	6.	Upon information and belief, Defendant Robert E.C. Wegner
("Defendant Wegner") is, and at all relevant times was, a California
citizen whose address is c/o Joel Goldman, Esq., McKenna & Cuneo, LLP, 444
South Flower Street, 8th Floor, Los Angeles, California 90071-2909.

	7.	Upon information and belief, Defendant Norton S. Karno
("Defendant Karno") is, and at all relevant times was, a California
citizen whose address is 16255 Ventura Boulevard, Encino, California
91436. 

	8.	At all relevant times, Defendants Ellenburg, Haase and Wegner
were co-owners of Defendant ECC and Defendant Haase was its president. In
doing the things alleged in this complaint Defendants Ellenburg and Haase
acted both individually and in their capacities as controlling stockholder
and president of ECC, respectively.

	9.	At all relevant times, Defendant Karno was a California attorney
who owned a substantial financial interest in Defendant ECC and was a
compelling force in Defendant ECC's decision making.

	10.	In addition to the persons named there are or may be others who
conspired with the named defendants in carrying out the wrongful acts
complained of herein, and whose names are unknown to Plaintiff and on
diligent inquiry have not been ascertained. They are made parties to the
action under the designation "John Does 1-20", are hereinafter referred to
as the "Unknown Conspirators", and are included within the term
"Defendants".

	11.	Defendants ECC, CSFB, Ellenburg, Haase, Wegner, Karno, together
with the Unknown Conspirators, and Bryan J. Zwan ("Bryan Zwan") and
Digital Lightwave, Inc. ("Digital") are hereinafter collectively referred
to as the "Conspirators". 


 II. JURISDICTION AND VENUE

	12.	 This Court has jurisdiction over the subject matter of the
claims alleged herein pursuant to 28 U.S.C. §§ 1332 and Ohio Rev. Code §
2307.382.  The amount in controversy, exclusive of
 interest and costs, exceeds $75,000.  


III. NATURE OF THE ACTION

	13.	Plaintiff H. Brian Haney is seeking damages as the result of a
conspiracy by Defendants to defraud him and tortiously interfere with his
relationships with Digital and Bryan Zwan, which caused Plaintiff to lose
his 49% ownership interest in Digital, which is currently valued in the
marketplace at more than $50 million. 


IV. STATEMENT OF FACTS

	14.	Upon information and belief, Bryan Zwan is, and at all relevant
times was, a Florida citizen whose address is 601 Cleveland Street, Fifth
Floor, Clearwater, Florida 34615 and the controlling shareholder and
president of Digital.  Digital is, and has been since March 18, 1996, a
Delaware corporation (prior to that time it was a California corporation),
having its principal place of business at 601 Cleveland Street, Fifth
Floor, Clearwater, Florida 34615. 

	15.	In doing the things alleged in this complaint Bryan Zwan acted
both individually and in his capacity as president and chief operating
officer of Digital. Both Digital and Bryan Zwan are defendants in a
lawsuit brought by Plaintiff for securities fraud,  among other things,
and which is Case No. C2-97-1218 before the Hon. Edmund A. Sargus, Jr. in
this district.

	16.	Upon information and belief, Defendant CSFB was the traditional
institutional lender for Defendant ECC before ECC was ordered dissolved
and it acted as lead underwriter in an initial public offering of Digital
shares on February 5, 1997 (the "IPO").

	17.	On June 21, 1994, Plaintiff and Bryan Zwan entered into the
stock purchase agreement attached hereto as Exhibit A (the "Stock Purchase
Agreement"), and Plaintiff, Bryan Zwan and Digital entered into the
shareholders' agreement attached hereto as Exhibit B (the "Shareholders'
Agreement"). Plaintiff thereby purchased 49% of Digital and became one of
its two authorized directors. Bryan Zwan remained owner of 51% and was the
other director.

	18. Among other things, the Stock Purchase Agreement required Digital
to be managed by Bryan Zwan under the supervision of Plaintiff as a
director, prohibited the issuance of stock options without the written
consent of Plaintiff, and required Digital to submit a business plan to
Plaintiff before borrowing money.

	19.	Among other things, the Shareholders' Agreement prohibited
Digital from issuing or agreeing to issue any stock options without
Plaintiff's written consent, gave Plaintiff the absolute right to examine
Digital's records and documents, and required Digital to obtain approval
from Plaintiff of its operating budget and the incurrence of any
indebtedness outside the operating budget.

	20.  Between June 21, 1994 and September 29, 1994, in Clearwater,
Florida, Defendants Karno, Ellenburg, and Bryan Zwan maliciously conspired
together with the intention of wrongfully injuring Plaintiff in Ohio by
acquiring for themselves Plaintiff's interest in Digital at an unfairly
low price and then making an initial public offering of Digital shares.

	21.	In furtherance of the conspiracy, on or about September 29,
1994, the Conspirators induced Digital to appoint Al Zwan, Bryan Zwan's
brother, as Digital's Vice-President and Chief Financial Officer without
consultation with Plaintiff or action by its board of directors, in
violation of Digital's By Laws.

	22. Also in furtherance of the conspiracy, on January 4, 1995, and
January 11, 1995, and on other dates, the Conspirators induced Digital to
prevent Plaintiff from reviewing Digital's records and documents and to
refuse to present Plaintiff a business plan and operating budget as
required.

	23.	Also in furtherance of the conspiracy, between October 17, 1994,
and February 9, 1995, in Clearwater, Florida and by telephone
communications in interstate commerce, the Conspirators wrongfully used
material business information concealed from Plaintiff to solicit new
investors in Digital, including Defendants Haase and Wegner, on terms and
conditions concealed from Plaintiff. 	

	24.	Upon information and belief, on or about October 17, 1994,
Defendant Ellenburg told Defendants Haase and Wegner of Plaintiff's
ownership of 49% of Digital, informed them of Plaintiff's rights under the
Stock Purchase Agreement and the Shareholders' Agreement, and explained
that all three of them could make huge profits by acquiring Plaintiff's
shares at an low price prior to an initial public offering of Digital
shares ("IPO").

	25. Defendants Haase and Wegner agreed to participate in the scheme
to acquire Plaintiff's interest in Digital and joined the conspiracy no
later than October 17, 1994.

	26.	Frozen out from the information to which he was entitled, and
threatened by Bryan Zwan with the specter of Digital's collapse and loss
of Plaintiff's entire $4.4 million investment in Digital, on February 9,
1995, Plaintiff agreed to Bryan Zwan's entreaties and granted him an
option to purchase Plaintiff's shares at an unfairly low price.

	27.	The Conspirators induced Digital to sell options on Digital
shares and to borrow money without obtaining Plaintiff's consent while
concealing the same from him; for examples, on March 17, June 19, June 22,
June 23, July 12, August 15, and September 7, 1995, Digital granted
options exercisable in the IPO to Michael Baum, George Murgatroyd, Stanley
P. Zurn, Edward  F. Guignon, Paul J. Hedlund, Margaret A. Guignon, and
Tony Charles Lonstein, and on January 2, 1996, issued a $1 million note
with warrants exercisable in the IPO.

	28.	Defendants Karno and Ellenburg also induced Bryan Zwan to
falsely state to Plaintiff in a telephone call to Plaintiff in his office
at 3656 Paragon Drive, Columbus, Ohio on September 29, 1995, that
prospects for the IPO were "dead". 

	29.	On or about October 2, 1995, Defendants Karno and Ellenburg
induced Al Zwan to send by fax transmission to Plaintiff's office in Ohio
a misleading letter supplied by them which purported to describe a
refinancing of Digital but did not mention the IPO.

 	30.	Upon information and belief, also on or about October 2, 1995,
Defendants Ellenburg and Haase informed Defendant CSFB that they planned
to cause Digital to acquire Plaintiff's interest in Digital at a low price
and then go public; they offered to let Defendant CSFB participate in the
underwriting of the Digital IPO if it would help them raise funds to buy
Plaintiff out.

	31.	Upon information and belief, Defendant CSFB knew that misleading
information was being provided to Plaintiff and that information
concerning the IPO was being concealed from him, but it nevertheless
accepted the offer and joined the conspiracy.

	32.	On November 13, 1995, in a telephone call made by Defendant
Ellenburg and Bryan Zwan to Plaintiff in his office at 3656 Paragon Drive,
Columbus, Ohio, Defendant Ellenburg falsely stated that he had widely
circulated information concerning Digital among the investors in Defendant
ECC and that a reduction in the exercise price of the option and an
extension of the expiration date were necessary before the required
capital could be raised from such investors.

	33.	Upon information and belief, such representations were false and
Defendant Ellenburg knew they were false:  in fact, he had informed only a
small group within Defendant ECC about Digital. This group did not consist
of Defendant ECC's usual investors (the "Usual ECC Investors"), who
expected their funds to be invested in mobile-home parks, but was mainly
restricted to the other owners of Defendant ECC, namely Defendants Karno,
Haase and Wegner. 

	34. Upon information and belief, Defendant Ellenburg, with the
knowledge and agreement of Defendants Karno, Haase, Wegner, and CSFB
intended to, and did, unlawfully divert funds from the Usual ECC Investors
to Digital in exchange for shares or options in Digital so that Defendants
ECC, Ellenburg, Karno, Haase and Wegner could make huge profits when
Digital went public.

	35.	Defendant ECC has since been ordered dissolved because of, among
other things, diversions of the Usual ECC Investors funds, and Defendants
Wegner and Haase have admitted that Defendant Ellenburg caused Defendant
ECC to default in making payments to such investors while contemplating an
infusion of funds from the Digital IPO in late 1995 and early 1996.

	36.	As a result of Defendant Ellenburg's misrepresentation,
Plaintiff agreed to accept approximately $2.5 million, or about half of
the $4.5 million owing to him on the exercise of the option by Digital,
and to extend the payment date for the balance until June, 1996. 

	37.	Upon information and belief, Defendant Ellenburg intended to
mislead Plaintiff into relying upon his false statements. 

	38.  A basis for this belief is that prior to the IPO on February 5,
1997, Defendants Karno, Ellenburg, ECC, Haase and Wegner became owners of
hundreds of thousands of Digital shares worth millions of dollars, while
Bryan Zwan became owner of about 80% of Digital's shares worth in excess
of $280 million. This would have been impossible if Plaintiff had not
agreed to reduce the exercise price and extend the expiration date of the
option for his shares because in late 1995 none of Digital, Bryan Zwan, or
ECC had the $4.5 million needed to exercise the option.

 	39.	Plaintiff justifiably relied upon the false statements of
Defendant Ellenburg and was injured when he agreed to reduce the exercise
price and extend the expiration date of the option for his shares, since
otherwise he would have remained owner of 49% of Digital; when Digital
went public at $12 per share, with 26.2 million shares outstanding,
Plaintiff's 49% would have been worth $154 million; by November 3, 1997,
Plaintiff's 49% would have been worth $235 million. 

	40.	On November 20, 1995, Bryan Zwan and Digital agreed to
collateralize the balance of the exercise price by placing in escrow with
Huntington National Trust Company, Columbus, Ohio, shares guaranteed by
Digital and Bryan Zwan to represent 46% of the outstanding shares of
Digital as security for Plaintiff until such obligations were paid in full
(the "Escrow Agreement"). The Escrow Agreement and the guarantees (the
"Guarantees") are attached hereto as Exhibit C.

	41.	On January 9, 1996, the Conspirators caused Digital to sign a
merger agreement, and on March 18, 1996, to merge,  without informing
Plaintiff or obtaining his consent, acts of default under loan agreements
made by Digital for the benefit of Plaintiff which were secured by the
escrowed shares. As a result, Plaintiff's security was vastly diluted and
Digital and Bryan Zwan violated the Escrow Agreement and the Guarantees.

	42.	On September 5, 1996, Digital finally delivered a check for the
balance of the exercise price of the option in the amount of $2.4 million,
and received the escrowed shares.

	43.	Upon information and belief, the source of Digital's check for
$2.4 million was a concealed loan to Defendant ECC from Defendant CSFB,
which was made in exchange for an unlawful pledge by Defendant ECC of the
funds of the Usual ECC Investors. 

	44.	From September 29, 1994, through September 5, 1996, the
Conspirators repeatedly induced Digital and Bryan Zwan to provide
materially false information to Plaintiff, to conceal the IPO from him,
and to fail to provide him with information needed to determine the value
of his Digital shares, and Digital and Bryan Zwan knowingly did so, in
violation of their obligations to Plaintiff and with the intention to
mislead him,.

	45.	Plaintiff agreed to the option agreement, the Escrow Agreement,
numerous extensions and modifications of such agreements, and limited
releases of liability, in justifiable reliance on such misinformation and
concealment, and thereby relinquished his ownership interest in Digital,
losing as a result ownership of property which is valued at more than $50
million in today's stock market and which was worth in excess of $235
million a few months ago.

	46.	The foregoing acts of Digital and Bryan Zwan constitute fraud as
set forth in Case No. C2-97-1218.  Such acts were induced by the
Conspirators.

	47.	Defendants Haase and Wegner have concealed their role and that
of Defendant ECC in the conspiracy against Plaintiff by, among other
things, falsely telling their investors and the California Superior Court
that the IPO was unrelated to Defendant ECC.

	48. Defendant CSFB has concealed its role in the conspiracy against
Plaintiff by, among other things, causing Digital to omit disclosure in
its IPO registration statement and prospectus that Defendant CSFB was the
source of funds used to purchase Plaintiff's shares.

	49.	Defendants have fraudulently concealed their wrongful acts.


COUNT I
CONSPIRACY

	50.	 Plaintiff repeats and realleges paragraphs 1 through 49 with 
the same force and effect as if fully set forth herein.

	51.	The wrongful acts of Defendants done outside this State were
done with the purpose of injuring Plaintiff, they caused injury to
Plaintiff in this State, and Defendants were aware that Plaintiff would be
injured in this State.

	52.	The Conspirators conspired together, and acted in a way not
competent for one alone, to interfere with Plaintiff's rights and to
defraud him. As a result of these acts, Plaintiff lost his 49% ownership
of Digital, worth $235 million on November 3, 1997. 

	53.	Defendants acted with malice towards Plaintiff and Plaintiff is
entitled to recover punitive damages in an amount three times actual
damages.


COUNT II
TORTIOUS INTERFERENCE WITH CONTRACT

	54.	 Plaintiff repeats and realleges paragraphs 1 through 53 with
the same force and effect as if fully set forth herein.

	55.	 At all relevant times, Defendants ECC, CSFB, Ellenburg, Haase,
Wegner, Karno and the Unknown Conspirators were aware of the obligations
of Bryan Zwan and Digital to Plaintiff under the Stock Purchase Agreement
and Shareholders' Agreement.

	56.	 Defendants ECC, CSFB, Ellenburg, Haase, Wegner, Karno and the
Unknown Conspirators intentionally procured, without justification, the
breach by Digital and Bryan Zwan of their obligations to Plaintiff under
the Stock Purchase Agreement and the Shareholders' Agreement, including
the following: they made it impossible for Plaintiff to supervise Bryan
Zwan, and caused or induced Digital to: (i) issue and agree to stock
options without Plaintiff's consent, (ii) not to submit a business plan or
operating budget to Plaintiff, (iii) to borrow money outside the operating
budget without Plaintiff's consent, and (iv) to refuse to permit Plaintiff
to examine Digital's and records and documents.

	57.	Defendants' acts have caused actual damages to Plaintiff in
excess of $25,000.


COUNT III
TORTIOUS INTERFERENCE WITH CONTRACT

	58.	 Plaintiff repeats and realleges paragraphs 1 through 57 with
the same force and effect as if fully set forth herein.

	59.	 At all relevant times, Defendants ECC, CSFB, Ellenburg, Haase,
Wegner, Karno and the Unknown Conspirators were aware of the obligations
of Bryan Zwan and Digital to Plaintiff under the Escrow Agreement, the
Guarantees and related loan agreements. 

	60.	 Defendants ECC, CSFB, Ellenburg, Haase, Wegner, Karno and the
Unknown Conspirators intentionally procured, without justification, the
breach by Digital and Bryan Zwan of their obligations to Plaintiff under
the Escrow Agreement,  the Guarantees, and related loan agreements. 

	61.	The Defendants' acts have caused actual damages to Plaintiff in
excess of $25,000.


COUNT IV
TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE

	62.	 Plaintiff repeats and realleges paragraphs 1 through 61 with
the same force and effect as if fully set forth herein.

	63.	 At all relevant times, Defendants ECC, CSFB, Ellenburg, Haase,
Wegner, Karno and the Unknown Conspirators were aware of Plaintiff's
prospective interest in Digital.

	64.	 Defendants ECC, CSFB, Ellenburg, Haase, Wegner, Karno and the
Unknown Conspirators intended to interfere with Plaintiff's prospective
interest in Digital. 

	65.	The acts of the Defendants in inducing or causing Digital to buy
out Plaintiff prior to the IPO constitute tortious interference with
Plaintiff's prospective economic advantage and business relations.

	66.	Defendants have caused actual damages to Plaintiff in excess of
$25,000.


COUNT V
FRAUD

	67.	 Plaintiff repeats and realleges paragraphs 1 through 66 with
the same force and effect as if fully set forth herein.

	68.	The false statements made by Defendant Ellenburg to Plaintiff on

November 13, 1995 constitute fraud under the common law of Ohio.

	69.	Defendant Ellenburg has caused actual damages to Plaintiff in
excess of $25,000.

WHEREFORE,  Plaintiff prays that this Court enter judgment:

	70.	Ordering Defendants jointly and severally to pay Plaintiff such
damages, together with interest, as Plaintiff has sustained in consequence
of Defendants wrongful acts in an amount not less than $235 million,
together with punitive damages;

	71.	That Defendants pay to Plaintiff the costs of this action and
reasonable attorney's fees to be allowed by this Court; and		

	72.	Granting Plaintiff such other and further relief as is just and
equitable.

Columbus, Ohio
Dated: July 11, 1998

				LAW OFFICE OF ERIC L. BROWN CO., L.P.A.


					By:                                     
						Eric L. Brown (#0055610)
						Trial Attorney for Plaintiff H. Brian Haney

JURY DEMAND

	Plaintiff demands trial by Jury for all issues in this action.
					               
					Eric L. Brown
					TRIAL ATTORNEY FOR PLAINTIFF