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               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                   
                                IN AND FOR NEW CASTLE COUNTY

ASSET VALUE FUND L.P.,
a New Jersey limited partnership,

                   Plaintiff

         V.

ERGO SCIENCE CORPORATION,
a Delaware Corporation,

                  Defendant.


                        COMPLAINT UNDER 8 DEL. C. SECTION 211

         Plaintiff Asset Value Fund, L.P. ("Plaintiff') by its undersigned attorneys, and upon

knowledge as to itself and upon information and belief as to all other matters, alleges for its

complaint herein as follows:

         1.       Plaintiff is a stockholder of Ergo Science Corporation ("Ergo Science" or the

"Company")

         2.        The Company is a corporation organized under the laws of the State of

Delaware. The registered agent of the Company in Delaware is The 


SNIPPETS:
 
 a Delaware Corporation,
 
 COMPLAINT UNDER 8 DEL.
 
 Plaintiff Asset Value Fund, L.P. by its undersigned attorneys, and upon
 
 Plaintiff is a stockholder of Ergo Science Corporation ("Ergo Science" or the
 
 The Company's last annual meeting of shareholders was held on June 14,
 
 At no time since June 14, 2000 have the Company's stockholders acted by
 
 unanimous written consent in lieu of an annual meeting.
 
 directorships which would be tilled at an annual meeting of stockholders been vacant and
 
 been filled by the written consent of a majority of the outstanding stock of the Company.
 
 Defendant Ergo Science having failed to hold an annual meeting,
 
 to a summary Order of this Court compelling the holding of a meeting of stockholders ofthe
 
 Plaintiff has no adequate remedy at law.
 
 WHEREFORE, Plaintiff requests that the Court enter its Orders, Judgments and
 
 Decrees:
 
 requiring that Ergo Science immediately convene a stockholders
 
 awarding Plaintiff its costs and expenses, including attorneys' fees,
 
 reasonably incurred in the prosecution of this action;
 
 granting to Plaintiff such other further relief as the Court deems just