THE ROSEN LAW FIRM, P .A.Laurence Rosen, Esq .236 Tillou RoadSouth Orange, NJ 07079Telephone: (973) 313-1887Fax: (973) 833-039 9

Attorneys for Plaintiff

UNITED STATES DISTRICT COURTDISTRICT OF NEW JERSEY

NORBERT STEGEMANN, Individually and OnBehalf of All Others Similarly Situated,

CIVIL ACTION NO .Plaintiff,

vs .CLASS ACTION COMPLAIN T

BARRIER THERAPEUTICS, INC., GEERTCAUWENBERGH, ANNE M. VANLENT andCHARLES T. NOMIDES

Defendants .JURY TRIAL DEMANDED

NATURE OF THE ACTION

1 . This is a federal class action on behalf of those who purchased or otherwis e

acquired of the publicly traded securities of Barrier Therapeutics, Inc . ("Barrier" or the

"Company") between April 29, 2004 and June 29, 2005 (the "Class Period"), seeking to pursue

remedies under the Securities Exchange Act of 1934 (the "Exchange Act" )

JURISDICTION AND VENUE

2. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of

the Exchange Act, (15 U .S.C. §§ 78j(b) and 78t (a)), and Rule lOb -5 promulgated thereunder (1 7

C.F.R. § 240.10b-5),as well as under Sections 11, 12 and 15 of the Securities Exchange Act of

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1933.

3. This Court has jurisdiction over the subject matter of this action pursu ant to § 27

of the Exchange Act (15 U .S.C. § 78aa) and 28 U.S .C. § 1331 .

4. Venue is proper in this Judicial District pursuant to § 27 of the Exchange Act, 1 5

U.S.C. § 78aa and 28 U.S .C . § 1391(b) . Many of the acts and transactions alleged herein,

including the preparation and dissemination of materially false and misleading information,

occurred in substantial part in this Judicial District . Additionally, the Company maintains a

principal executive office in this Judicial District .

5 . In connection with the acts, conduct and other wrongs alleged in this complaint ,

defendants, directly, or indirectly, used the means and instrumentalities of interstate commerce,

including but not limited to, the United States mails, interstate telephone communications, an d

the facilities of the national securities exchange .

PARTIES

6 . Plaintiff Norbert Stegemann, as set forth in the attached certification, incorporated

by reference herein, purchased Barrier securities at artificially inflated prices during the Class

Period and has been damaged thereby.

7 . Defendant Barrier is a Delaware corporation with its principle place of business at

600 College Road East, Princeton, NJ 08540 . According to the company's website, Barrier is a

biopharmaceutical company engaged in the discovery, development and c ommercialization of

pharmaceutical products in the field of dermatology . Barrier was founded in 2001 by Geert

Cauwenbergh ("Cauwenbergh"), the Company's Chief Executive Officer . While working at

Johnson and Johnson, Cauwenbergh assembled a portfolio of dermatological product candidates

and intellectual property, and in May 2002, acquired these assets through licenses from Johnson

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& Johnson, in exchange for an equity interest in the Company .

8. Defendant Cauwenbergh was during the relevant period, Chairman and Chief

Executive Officer of the Company . During the Class Period, he signed the Company's SE C

filings, including but not limited to the Form 10-K, 10-Q and/or the materially false an d

misleading Registration Statements and Prospectuses issued in connection with the sale and

offering of the stock by others .

9. Defendant Ann M. VanLent ("VanLent") was during the period Chief Financia l

Office and Executive Vice President of the Company. During the Class Period, she signed' the

Company's SEC filings, including but not limited to the Form 10-K, 10-Q and/or the materiall y

false and misleading Registration Statements and Prospectuses issued in connection with the sal e

and offering of the stock by others .

10. Defendant, Charles T . Nomides ("Nomides") was during the Class Period, Chie f

Operating Officer of the Company .

11 . The Individual Defendants, by reason of their management positions an d

membership and ownership of the Company's stock, were at all relevant times controllin g

persons of Barrier within the meaning of Section 20(a) of the Exchange Act . The Individual

Defendants had the power and influence to cause Barrier to engage in the unlawful acts and

conduct alleged herein, and did exercise such power and influence.

PLAINTIFF'S CLASS ACTION ALLEGATION S

12. Plaintiff brings this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or

otherwise acquired the securities of Barrier between April 29, 2004 and June 29, 2005, inclusive

(the "Class Period") and who were damaged thereby . Excluded from the Class are defendants ,

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the o fficers and directors o f t he Company, at all relevant times, members of their immediat e

families and their legal representatives, heirs, successors or assigns and any entity in which

defendants have or had a controlling interest .

13 . The members of the Class are so numerous that joinder of all members is imprac-

ticable. Throughout the Class Period, Barrier's securities were actively traded on the Nationa l

Association of Securities Dealers Automated Quotations (NASDAQ) market. While the exac t

number of Class members is unknown to Plaintiff at this time and can only be ascertained

through appropriate discovery, Plaintiff believes that there are hundreds or thousands o f

members in the proposed Class. Record owners and other members of the Class may b e

identified from records maintained by Barrier or its transfer agent and may be notified of th e

pendency o f this action by mail, u sing the form of notice similar t o that customarily used i n

securities class actions .

14. Plaintiff s claims are typical of the claims of the members of the Class as al l

members of the Class are similarly affected by defendants' wrongful conduct in violation o f

federal law that is complained of herein .

15 . Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities litigation .

16. Common questions of law and fact exist as to all members of the Class an d

predominate over any questions solely affecting individual members of the Class . Among the

questions of law and fact common to the Class are :

a) whether the federal securities 1 aws were violated by defendants' acts a s

alleged herein;

b) whether statements made by defendants to the investing public during th e

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Class Period misrepresented material facts about the business, operations and

management of Barrier; and

c) to what extent the members of the Class have sustained damages and the

proper measure of damages .

17. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable. Furthermore, as

the damages suffered by individual Class members may be relatively small, the expense and

burden of individual litigation make it impossible for members of the Class to individually

redress the wrongs done to them. There will be no difficulty in the management of this action as

a class action .

SUBSTANTIVE ALLEGATIONS

Background

18. Barrier describes itself as a biopharmaceutical company, engaged in the

discovery, development and commercialization of pharmaceutical products in the field of

dermatology. Barrier was founded in 2001 by Geert Cauwenbergh ("Cauwenbergh"), the

Company's Chief Executive Officer . While working at Johnson and Johnson, Cauwenbergh

assembled a portfolio of dermatological product candidates and intellectual property, and in May

2002, acquired these assets through licenses from Johnson & Johnson, in exchange for an equity

interest in the Company

19 . Prior to the C lass Period, Barrier had survived by raising cash through private

equity offerings to early stage venture capital investors . By February 2004, however, defendants

prepared to raise more money by conducting an initial Public Offering, ("IPO") . The IPO was

conducted in late April 2004 and allowed Barrier to raise gross proceeds over $86 million. Soon

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thereafter, in February 2005, defendants also conducted a follow-up Second Offering for gross

proceeds of an additional approximate $80 million .

20. By the time Barrier prepared to go public, defendants reported that the Company

had eight products under development, four of which were then in the late stages of the U.S .

Food and Drug Administration ("FDA") approval process . Of the four products that were

purported to be well along in Phase III clinical trials at the time of the IPO, Hyphanox an d

Zimycan were each purported to represent a "significant marketing opportunity" for Barrier. The

Company's Hyphanox, an oral formulation of itraconazole, an antifungal agent developed for th e

treatment of various fungal infections, was reported to treat fungal infections, as well as, if no t

better then fluconazole, the active ingredient in the most widely prescribed oral treatment for thi s

disease, Diflucan. Zimycan, an antifungal agent in a zinc oxide and petroleum base used for the

treatment of diaper rash, was also represented by defendants as providing a significant near-term

growth opportunity for the Company .

21 . According to the defendants, Zimycan filled an important need in the market .

According to defendants, infant's diaper rash accounted for an approximately one million

pediatric out-patient visits each year and, in the United States, there currently is no prescription

drug approved to treat Candida - associated diaper rash dermatitis . Defendants also stated that

Zimycan had favorable attributes, including that it did not contain steroids, which are inadvisabl e

for infants .

22. By the time the Company was prepared to conduct its IPO, the Phase III clinic

trials for the use of Zimycan in the treatment of infants with proven Candida - associated diape r

rash dermatitis were purported to have been underway since the first quarter 2003 . In addition to

the significant length of time that had passed during these trials, investors also paid particula r

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attention to defendant's statements about the Zimycan Phase III trials . This was true because

previously the Company had received a Not Approval Letter from the FDA in connection with

Barrier's 1998 New Drug Application ("NDA") for marketing approval of Zimycan for the broa d

indication of diaper dermatitis , without the complications of Candida .

23 . Accordingly, at the time of the IPO, defendants represented that Zirnycan wa s

safe and effective and provided benefits over currently available alternatives for treatment o f

Candida - associated diaper dermatitis . Defendants stated that many of the over-the-counter

treatments available contained zinc oxide and petrolatum, which form the base of Zimycan, bu t

none contained an antifungal agent . Thus, competing diaper rash creams are palliative

treatments , and serve only to soothe symptoms but do not affect a cure . Typically, because the

rashes continued, if not treated with an antifungal agent, Zimycan was presented as a ver y

positive improvement .

24. At the time of the Offering, defendants also highlighted the vast market

opportunity that purported to exist for Hyphanox . Accordingly, in addition to addressing the

shortcomings of competing alternatives such as Sporanox, for the treatment of vaginal

candidiasis, defendants also represented that Hyphanox may be a "more effective treatment for

vaginal candidiasis, than fluconazole ." For investors, these representations were critical because

in 2002, Diflucanlfluconazole sales to treat vaginal candidiasis were approximately $250 million

worldwide and $156 million in the United States, and Sporanox sales were $26 million

worldwide.

25. In fact, so important was Hyphanox to the future of the Company, that ,

immediately prior to the Barrier IPO and after defendants had already filed the first Registration

Statement in connection with the IPO, on February 7, 2004, defendants announced that the

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Company had begun Phase III Trials for Hyphanox . According to defendants, the end point o f

this trial was to demonstrate that Hyphanox worked as well, if not better than, Fluconazole and

Diflucan .

26. In addition to the foregoing, defendants' representations that Zimycan an d

Hyphanox were sufficiently well investigated and tested so as to proceed to advanced Phase III

clinical trials were also very important to investors. Phase III trials are large and highly detailed

trials, and are only supposed to occur following a thorough investigation of the drugs and

-previous testing. The general order for testing new drugs that are submitted for FDA approval

include, in part, the following :

Pilot Studies . Pilot Studies general are conducted in a limitedpatient population, approximately three to 25 subjects, todetermine whether the product candidate warrants further clinicaltrials based on preliminary indications of efficacy . These pilotstudies may be preformed in the United States after anInvestigational New Drug Application ("IND") has becomeeffective or outside the United States prior to the filing of an INDin the United States in accordance with government regulationsand institutional procedures .

Clinical Trials. Clinical Trials involve the administration of theinvestigational product candidate to human subjects under thesupervision of qualified investigators . Clinical trials are conductedunder protocols detailing, among other things, the objectives of thestudy, the parameters to be used in assessing the safety and theeffectiveness of the drug . Each protocol must be submitted to theFDA as part of the IND prior to the beginning of the trial .

27. Typically, clinical evaluations involve a time-consuming and costly three-phas e

sequential process . Each time trial must be reviewed, approved and conducted under the auspices

of an independent Review Board, and each trial must include the patient's informed consent . The

Phase I, Phase II and Phase III trials, require, in part, the following :

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Phase I . Refers typically to closely monitored clinical trials andincludes the initial introduction of an investigational new drug intohuman patients or health volunteer subjects . Phase I clinical trialsare designed to determine the safety, metabolism, andpharmacological actions of a drug in humans, the potential sideeffects, of the products candidate's associated with increasing drugdose and if possible, to gain early evidence of the productcandidates effectiveness . Phase I trials also include the study ofstructure-activity relationships and mechanism of action inhumans, as well as studies in which investigational drugs are usedas research to explore biological phenomena or disease processes .During Phase I clinical trials, sufficient information about a drug'spharmacokinetics and pharmacological effects should be obtainedto permit the design of well-controlled, scientifically valid Phase IIstudies. The total number of subjects and patients included inPhase I clinical trials varies, but it is generally in the range of 20 to80 people .

Phase II. Refers to controlled clinical trials conducted to evaluateappropriate dosage and the effectiveness of a drug for a particularindication or indications in patients with a disease or conditionunder study and to determine the common short-term side effectsand risks associated with the drug . These clinical trials aretypically well controlled, closely monitored and conducted in arelatively small number of patients, usually involving no more thenseveral hundred subjects .

Phase III. Refers to expanded controlled and uncontrolled clinicaltrials. These clinical trials are preformed after preliminaryevidence suggesting effectiveness of a drug has been obtained .Phase III clinical are intended to gather additional informationabout the effectiveness and safety that is needed to evaluate theoverall benefit-risk relationship of the drug and to provide anadequate basis for physician labeling . Phase III trials usuallyinclude from several hundred to several thousand subjects .

Defendants ' Materially False and Misleading StatementsMade During the Class Perio d

28. On or about April 28, 2004, defendants filed with the SEC, pursuant to Form S-

1A, the final amendment to the Company's Registration Statement and Joint Proxy- Prospectus

(the "IPO Prospectus") prior to Barrier's initial public offering of 5 million shares of commo n

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stock priced at $15.00 per share. In addition to providing general information about the

Company's business and operations, the IPO Prospectus also made specific representations about

the products that were most important to the Company, including Zimycan and Hyphanox, i n

part, following :

Overview

We are a biopharmaceutical company focused on the discovery, development andcommercialization of pharmaceutical products in the field of dermatology . Ourgoal is to develop a portfolio of innovative products that address major medicalneeds in the treatment of dermatological diseases and disorders . Our productpipeline includes eight product candidates in various stages of clinicaldevelopment . Our four most advanced product candidates are the following:

• Sebazole -- a gel for the treatment of seborrheic dermatitis, a diseasecharacterized by inflammation and scaling of the skin .• Zimycan - an ointment for the treatment of infants with Candida -associated diaper dermatitis, an inflammatory disease characterized by diaper rashcomplicated with an infection by a fungus called Candida .• Hyphanox - an oral therapeutic for the treatment of fungal infections,including vaginal candidiasis, commonly known as vaginal yeast infection, tineapedis, commonly know as athlete's foot, and onychomycosis, commonly knownas nail fungus .• Liarozle - an oral therapeutic for the treatment of congenital icthyosis, arare genetic disease characterized by dryness and scaling of the skin .[Emphasis Added] .

29. In addition to the foregoing, the IPO Prospectus also purported to represent tha t

Hyphanox had already been demonstrated to provide advantages over other competin g

alternatives, such as fluconazole . In this regard, the IPO Prospectus states that Hyphanox, whic h

contained itraconazole, were more effective than fluconazole, as follows :

In in vitro studies , itraconazole was shown to be more potent thanfluconazole, the active ingredient in Diflucan , against the three mostprevalent strains of yeast present in vaginal candidiasis . Furthermore,preclinical data indicate that the proportion of itraconazole in affected tissue, ascompared to itraconazole in the blood, after the 24-hour post-treatment period isgreater than such proportion for fluconazole . These studies suggest thatitraconazole may be a more effective treatment for vaginal candidiasis tha n

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fluconazole. However, Diflucan has become the leading oral product for thetreatment of this condition, we believe in large part because of its moreconvenient dosing regimen than Sporanox . We believe that the reformulation ofitraconazole into Hyphanox may address this shortcoming of Sporanox in thetreatment of vaginal candidiasis .

In the fourth quarter of 2003, we conducted a bioequivalence study of Hyphanoxrelative to Sporanox on 52 subjects . Bioequivalence between differentformulations of a drug exists when the bioavailability of one formulation relativeto the other formulation is within a specified regulatory range . Bioavailability is ameasure of the degree to which a drug becomes available to the bloodstream afteradministration. Based on preliminary data from o ur study, w e believe that thebioavailability of Hyphanox relative to Sporanox is slightly above the upperlimit of the regulatory range to establish bioequivalence . Accordingly, we donot believe that our study demonstrated bioequivalence between Hyphanoxand Sporanox. The preliminary data also indicate that the variation of theamount of drug in the bloodstream among individual patients was lower withHyphanox as compared to Sporanox . [Emphasis added . )

30. The IPO Prospectus further provided that Zimycan had preliminarily

demonstrated efficacy in the treatment of diaper dermatitis as follows :

Prior to the NDA filing, three Phase III clinical trials for the use of Zimycan in thetreatment of diaper dermatitis were conducted. As discussed in greater detailbelow, the results o f these trials w ere p ositive . H owever, n o a ssessment of theefficacy or safety of a product candidate can be considered definitive until allclinical trials needed to support a submission for marketing approval arecomplete. S uccess i n e arlier clinical trials does not mean that subsequent trialswill confirm the earlier findings . These trials were not limited to Candida-

associated diaper dermatitis . Infants in the trials were treated either with Zimycanor with a placebo consisting solely of the zinc oxide and petrolatum base . Thesetrials were conducted in the United States and Australia and enrolled an aggregateof more than 500 subjects . These trials measured the performance of Zimycanbased upon a number of parameters, including reduction in the total number ofrash sites, reduction in rash score as measured by the decrease in the severity ofthe rash and percentage improvement from the baseline condition . In each of threetrials, Zimycan demonstrated statistically significant results in each of these threemeasures of performance in comparison with the placebo, except that in one ofthe trials, the reduction in rash sites approached statistical significance with a p-

value of 0.054. In addition, Z imycan was w ell tolerated, with no serious drug-related adverse events reported .

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A subanalysis was conducted on data from 84 infants from these trials who hadbeen diagnosed with Candida-associated diaper dermatitis . The effect of Zimycanwas compared to the placebo by measuring the respective mycological cure rates .Mycological cure is defined as the elimination of fungus, as confirmed by aculture. In this analysis, Zimycan exhibited a statistically significant clinicalbenefit . . . .

31 . On April 29, 2004 Barrier published a release which announced that the compan y

had priced the initial public offering of 5,000,000 shares of common stock at $15 .00 per share .

All of the shares were sold by Barrier and in connection with this offering, Barrier also granted

to the underwriters, a 30-day option to purchase up to an additional 750,000 shares of common

stock to cover-allotments. Assuming the Offering was fully over-subscribed, the gross proceeds

from the IPO exceeded $86 million .

32. The statements released in paragraphs 28-30 were materially false and

misleading because they failed to disclose and misrepresented the fully adverse facts :

(a) that the Company had failed to perform its clinical trials in conformity with FDA

guidelines as they failed to disclosed that they had secretly substituted the petroleum base

with Zimycan, the effect of which was to substantially lessen the likelihood that the drug

could achieve FDA approval ;

(b) that Hyphanox did not have a better safety or efficacy profile than

fluconazole/Diflucan and, in fact, as investors ultimately learned, Hyphanox was

significantly less effective than fluconazole/Diflucan and ;

(c) as a result of the foregoing, defendants lacked any reasonable basis for their

positive statements concerning the marketability of Zimycan and Hyphanox .

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33 . Within days of the IPO, on May 13, 2004, Barrier published a release announcin g

Its financial results for the first quarter ended March 31, 2004 . This release represented the

financial strength and stability of the Company, in part as follows :

Total revenue for the first quarter 2004 was $181, 000, representing income

from the Company's research grant from a Belgian government agency,

which commenced in the third quarter 2003 . The Company had no revenues

in the first quarter 2003 .

Net loss for the first quarter of 2004 was 7 .5 million , as compared to a net

loss of $4.1 million for the first quarter of 2003 . The net loss attributable to

common stock, which includes the charge for accretion of preferred stock

redemption value, was $10 .9 million, or $22.62 loss per share , for the first

quarter of 2004 , as compared to $5 .5 million, or $24 .60 loss per share, for the

first quarter of 2003 .

Research and development expenses for the first quarter of 2004 were $5 .5

million, as compared to $3 .6 million for the first quarter of 2003 . Internal costsrelated to research and development, primarily personnel and related costs, were$1 .8 million in the quarter, as compared to $787,000 in the corresponding period

in 2003 . Aggregate spending related to the company's four Phase III productcandidates : Zimycan(TM), Sebazole(TM), Hyphanox(TM) and Liarozole,remained relatively consistent for the two periods . Initial development expensesof $601,000 were incurred for its earlier stage clinical product candidates whichinclude Rambazole(TM), Azoline, Hivenyl(TM) and Atopik, as well as twoproducts in reformulation.

At March 31, 2004, the Company had $46 .5 million in cash, cash equivalents and

marketable securities, as compared to $53 .8 million as of December 31, 2003 . OnMay 4, 2004 the Company completed its initial public offering of 5,000,000shares of the Company's common stock, resulting in proceeds of approximately

$68 .0 million, net of underwriting fees and related expenses . [Emphasis added . ]

33 . On May 24, 2004, defendant VanLent presented at the UBS 2004 Global pecialt y

Pharmaceuticals Conference in New York, New York . At that conference , defendant VanLen t

reiterated many of the same, or substantially similar, materially false and misleading statement s

that had been published previously in the Company's prior press releases and SEC filings .

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34. Similarly, on June 3, 2004 defendant Cauwenbergh also presented at the Pacifi c

Growth Life Sciences Growth Conference in San Francisco on June 10, 2004 .

35. Thereafter, on July 29, 2004, defendant Cauwenbergh provided an "update" at th e

Bane of America Securities Conference in Southampton, New York .

36. On August 10, 2004, Barrier published a release announcing results for the secon d

quarter ended June 30, 2004, which provided, in relevant part :

Research and development expenses for the three months ended June 3 0, 2 004totaled $6 .6 million, a s compared t o $ 3 .9 million for the same period i n 2 003 .Internal costs related to research and development, primarily personnel andrelated costs, were $2 .1 million during the quarter, as compared to $884,000 inthe corresponding period in 2003 . Aggregate spending related to the Company'sfour Phase III product candidates, Zimycan(TM), Sebazole(TM), Hyphanox(TM)and Liarozole, increased slightly between the two periods . During the quarter,initial development expenses of $757,000 were incurred for our earlier stageclinical product candidates, which include Rambazole(TM), Azoline,Hivenyl(TM) and Atopik, compared to $5,000 in the same period of 2003 .

At June 30, 2004, the Company had $106 .6 million in cash, cash equivalents andmarketable securities, as compared to $53 .8 million as of December 31, 2003 . OnMay 4, 2004, Barrier Therapeutics completed its initial public offering of5,000,000 shares of the Company's common stock, resulting in proceeds ofapproximately $67 .9 million, net of underwriting fees and related expenses .

"We're extremely pleased with the progress we are making with Barrier's fourPhase III clinical programs -- Zimycan, Sebazole, Hyphanox, and L iarozole . Inaddition, the proceeds from our initial public offering provide us with the capitalnecessary to advance Barrier's promising pipeline, while building the marketingand commercialization infrastructure required to bring these therapeuticallyimportant dermatological products to market," stated Geert Cauwenbergh, Ph .D.,Chairman and CEO of Barrier Therapeutics .

37. Also on August 10, 2004, the Company issued a press release announcing

"Positive Phase III Data on Zimycan" that provided, in relevant part :

Barrier Therapeutics, Inc ., a biopharmaceutical company developingpharmaceutical products in the field of dermatology, today announced that in a

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Phase III clinical study of Candida-associated diaper dermatitis in infants,Zimycan(TM) achieved statistical significance versus vehicle for all primary andsecondary endpoints . Results of the study showed that more than twice thepercentage of patients treated with Zimycan reached the primary endpoint ascompared with patients treated with the vehicle (p=0 .005). This study will formthe basis of the filing of an amendment to Barrier's pending NDA . The Companyplans to file this amendment before the end of 2004 .

"These Phase III clinical results provide Barrier Therapeutics with a clear path tofiling an amendment to our New Drug Application for Zimycan in the U .S.," saidGeert Cauwenbergh, Ph .D., Chairman and CEO of Barrier Therapeutics ."Currently there is no treatment specifically developed and approved for Candida-associated diaper dermatitis in the U.S. This means that infants are often treatedwith drugs that have been developed for adult uses . The formulations of theseproducts are not necessarily suitable for use on infant skin, and the potency of theactive ingredient is not adjusted for infant use," he added. "Barrier Therapeutics isproud to be the first Company to have developed a drug specifically aimed attreating this common skin problem in this vulnerable patient group . "

The double-blind, vehicle-controlled study, which was conducted at 20 sites in theUnited States and Latin America, included 236 children under the age of 3 yearswho were diagnosed with diaper dermatitis that was complicated by the presenceof the yeast, Candida. The children were treated for 7 days with either the vehicle,consisting of zinc oxide plus petrolatum, or with Zimycan, Barrier's productconsisting of 0 .25% miconazole nitrate, an anti- fungal agent, in the zinc oxidepetrolatum base. The vehicle used in this study is generally recognized as thestandard of care for uncomplicated diaper dermatitis . The primary endpoint was"overall cure" at day 14, one week after the end of treatment. "Overall cure" wasdefined as eradication of the fungus and complete clearing of all signs andsymptoms of the disease.

At the end of treatment (day 7) the average reduction in the signs and symptomsscore was 72% with Zimycan versus 25% with the vehicle ointment. BothZimycan and the vehicle were well tolerated . There were no serious adverseevents in either group nor were there adverse events related to treatment in eithergroup. The non-serious adverse events were evenly distributed between thegroups and were considered typical in this patient population .

38. On January 24, 2004, with shares of the company trading over $20 .00 dollars,

defendants announced the filing of a registration statement with the SEC in connection with the

proposed offering of an additional 4 million shares of common stock, plus an additional 600,00 0

shares to cover over-subscription allotments . The Company commenced marketing efforts to

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effectuate this Secondary Offering on or about February 1, 2005 . Also, in connection with thi s

Secondary Offering, later, on February 10, 2005, defendants filed a Registration Statement an d

joint Proxy-Prospectus with the SEC (the "Secondary Prospectus") .

39 . The Secondary Prospectus contained many of the same materially false and

misleading statements about the Company, and about the development of Zimycan an d

Hyphanox, as had been published previously in the Press Releases and the SEC filings .

According to the Second Prospectus, 4 million shares of Barrier stock were offered to the publi c

at a price of $19 .50 per share

40. In addition to the foregoing, the Secondary Prospectus also purported to represent

that Hyphanox had already been demonstrated to provide advantages over other competin g

alternatives, such as fluconazole . In this regard, the Secondary Offering Prospectus stated that

Hyphanox, which contained itraconazole, was more effective than fluconazol e

41 . On March 25, 2005, defendants filed with the SEC the Company's Form

10-K for the year ended December 31, 2004, signed by defendants, among others . In addition to

making substantially similar statements concerning the Company's operations as had been made

in the Company's February 28, 2005 release, the Company's 2004 Form 10-K also contained

statements concerning the Company's controls and procedures, and statements concerning the

progression of the Company's pipeline, as had also been previously reported in Barrier's SE C

filings and corporate releases .

42. On May 3, 2005, Barrier published a press release announcing its financia l

results for the first quarter ended March 31, 2005 . The release provided the following first

quarter "operational highlights" :

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-- Acquisition of U.S . and Canadian rights to Solage®, a patented topical solutionfor the treatment of solar lentigines , also known as "age spots " or "liver spots ."The product was purchased for a one-time cash payment of $3 million with thepotential for $2 million in additional payments based on sales performance .

-- Announcement of the addition of three key members of the commercialorganization including Michael Laferrera as Vice President of Marketing andCommercial Planning , Steve Miller as Vice President of Sales and Marshall

"Scott" Rizzo as Global Head Supply Chain and Trade Relations .

-- Completion of the sale of 4,000 ,000 shares of common stock in a follow-on

offering , which included 2,000 ,000 shares sold by the Company and 2,000,000shares sold by existing stockholders . Net proceeds to the Company from the

offering were approximately $36.1 million .

-- Completion of enrollment in the Phase 3 clinical trial with Hyphanox for thetreatment of vaginal candidiasis . Results of this non-inferio rity trial which

compares a single dose of Hyph anox with a single dose of fluconazole are

expected p rior to the end of the second quarter of 2005 .

-- Termination of our prcclinical development work with Ecalcidene, an oralvitamin D3 derivative licensed from RIMAC (The Research Institute of

Medicine and Chemistry, Inc .). This decision is based on the outcome ofpharmacological screens which did not provide results which suppo rted ourexpectations for performance in dermatological diseases such as pso riasis .

The release also quoted Cauwenbergh as follows :

The first months of 2005 have seen an acceleration in the commercialactivities at Barrier Therapeutics . The acquisition of U.S . and Canadian rights

to Solage® (mequinol 2%, tretinoin 0.01%) Topical Solution with the associated

revenue from that product, as well as the upcoming FDA decision on the

Zimycan (TM) NDA which we are expecting in late May or early June, havecaused us to begin the implementation of our commercialization strategy. Asyou saw in our press release yesterday, the Company is gearing up to start visitingthe U.S. target physician population for Solage® with an initial sales force of upto 30 representatives . In addition to this rapid expansion of our commercialinfrastructure, our R&D group has continued to advance the various clinical stageproducts in our pipeline along the timelines previously announced . [Emphasis

added . ]

43. On May 25, 2005, the Company surp ri sed investors by announcing that

Barrier had received a "Not Approval" Letter from the FDA from Zimycan . According to the

Company's release, this letter was prompted by the FDA's conclusion that the defendants ha d

17

failed to demonstrate important safety criteria from Zimycan . This release, stated in part the

following :

Barrier Therapeutics, Inc., a pharmaceutical company developing andcommercializing products in the field of dermatology, today announced that theU.S . Food & Drug Administration (FDA or Agency) has issued a not approvableletter dated May 24, 2005 for its NDA for Zimycan(TM) (0 .25% miconazolenitrate, 15% zinc oxide, and 81 .35% white petrolatum ointment) for the treatmentof diaper dermatitis complicated by candidiasis . The FDA action is b ased o n a

single deficiency. The Agency said there is insufficient information tocharacterize the systemic exposure to miconazole in infants . Characterization ofsystemic exposure to miconazole is a component of the safety evaluation of theproduct .

The Agency indicated that the percutaneous absorption study that was in theapplication was not sufficient since the product tested used a different grade ofpetrolatum than that used in the pivotal clinical studies . Both grades meet thesame USP specifications for petrolatum. The percutaneous absorption study in theapplication concluded that there was minimal systemic absorption of miconazole .

44. While defendant Cauwenbergh was quoted by the Company as bein g

"disappointed and surprised " by the FDA' s decision , defendants also used this release t o

condition investors to believe that this FDA Letter would not materially impact the Compan y

going forward, and that defendants we still "dedicated to bringing this product to the market ." In

part, because defendants continued to purport to maintain adequate internal controls and

procedures, investors were mollified when defendant Cauwenbergh also stated that "Barrier will

continue discussions with the Agency and is looking at all available options . We believe that one

option is to continue a second . . . study using the current product . "

45. In response to this announcement, the price of Barrier common stock declin e

from $17.03 per share to $15 .40 per share . Defendants however, continued to mislead th e

market .

46. As evidence of the effectiveness of the defendants representations regarding th e

18

continued strength and foreseeable profitability of the Company, defendants held a conferenc e

call prior to the market opening on May 25, 2005 and downplayed the risks facing the Company .

During the Conference call defendants stated, in part, that :

• There was no reason to adjust guidance following the receipt of the NotApproval Letter for Zimycan;

• The defendants had never considered the impact of changing the petrolatumbase used in Zimycan during the FDA testing and approval process ;

• That because defendants had changed grades of petroleum during the study,that Barrier could not now simply adjust grades and refile the test results withthe FDA ; and

• Regardless of the problem cited, Not Approval Letter did not appear to be amajor setback for the Company and defendants believed that they couldreplicate the required test data using a fairly small test group, and obtain th enecessary test results in the near-term.

The True Finanical and Operational Conditionof Barrier is Belatedly Disclosed

47 . On June 29, 2005, defendants shocked the market after they caused Barrier to

announce that the Company's Phase 3 results failed to demonstrate that Hyphanox worked as

well as fluconazole . The Company's release stated, in part, the following :

Product Fails to Meet Primary Endpoint o f N on-Inferiority V ersus FluconazoleCompany to Host Conference Call Today at 5 :30 PM, Eastern Time

Barrier Therapeutics, Inc., a pharmaceutical company developing andcommercializing products in the field of dermatology, today announced that itsoral antifungal product candidate, Hyphanox(TM), failed to reach the primaryendpoint of therapeutic cure in its Phase 3 non-inferiority trial for the treatment ofvaginal candidiasis, commonly known as a vaginal yeast infection . The trial wasdesigned to demonstrate that a single dose of Hyphanox, a novel patentedformulation of the antifungal itraconazole, is not inferior to a single dose offluconazole .

"The outcome of the study is disappointing . While we were able to demonstratethat clinical efficacy was not inferior to that of fluconazole, the therapeutic cure,which also includes the mycological assessment, did not meet the non-inferioritycriteria," said Dr. Geert Cauwenbergh, Chairman and CEO of BarrierTherapeutics . "We will continue to analyze the massive amount of data todetermine next steps for this indication . The results from this single dose study forvaginal candidiasis do not affect our confidence in the potential of Hyphanox fo r

19

the chronic treatment of onychomycosis, for which the active ingredient,itraconazole, is currently approved in the United States . We will of course alsocontinue to pursue the development of the seven other important productcandidates in our clinical pipeline."

Results from this Phase 3 trial indicate that 26% (105/403) of subjects treatedwith Hyphanox reached the primary endpoint as compared to 37% (148/397)treated with fluconazole . The primary efficacy endpoint is the proportion ofsubjects who had a therapeutic cure at the final visit, which was 25 days posttreatment. For purposes of this trial, in order to be considered a "therapeutic cure,"the subject must have had both a mycological cure and a clinical cure at day 25 .Mycological cure is based on a negative microscopic examination and negativeculture for Candida. Clinical cure is based on physician and patient assessment ofsigns and symptoms . The trial was conducted at 60 centers in the United Statesand Central America and enrolled a total of over 1200 subjects, of which 800showed both positive microscopy and culture for the yeast, Candida .

Hyphanox achieved non-inferiority for the secondary endpoint of clinical cure.The clinical cure rate for Hyphanox was 58% (233/403) compared to 65%(256/397) for fluconazole. Hyphanox failed to achieve non-inferiority for thesecondary endpoint of mycological cure, which assessed the presence of yeast atthe test of cure visit (day 25) . The mycological cure rate for Hyphanox was 36%(143/403) compared to 49% (193/397) for fluconazole. An analysis of the time toresolution, a secondary endpoint based on the subject diary, showed Hyphanoxachieved non-inferiority with fluconazole .

There were no treatment related serious adverse events in the trial . Non-serious,treatment related adverse events were evenly distributed between the groups at arate of approximately 14% .

"To my knowledge, this is the largest double blind, comparative study with oraltreatments ever performed in this indication," Dr . Cauwenbergh added. "I want tothank all of the investigators and everyone else who have been involved incompleting this monumental task ."

48. Based on the huge disparity between Defendants' prior guidance, and th e

realization that Hyphanox failed to work as well as Fluconazole , the most widely proscribed

treatment for the fungal yeast infection, on June 30, 2005 , shares of the Company ' s stock

plummeted over $6 . 75 per share - a decline of over 45% -- to below $8.00 per share in regular

trading on the NASDAQ . On volume of more than 4 million shares traded - 20 times the

Company 's daily average trading volume .

20

49. The market for Barrier Common Stock was open, well-developed and efficient at

all relevant times . As a result of these materially false and misleading statements and failures to

disclose, Barrier common stock traded at artificially inflated prices during the Class Period .

Plaintiff and other members of the Class purchased or otherwise acquired Barrier common stock

upon the integrity of the market price of Barrier common stock and market information relating

to Barrier, and have been damaged thereby.

50. During the Class Period, defendants materially misled the investing public,

thereby inflating the price of Barrier common stock by publicly issuing false and misleading

statements and omitting to disclose material facts necessary to make defendants' statements, as

set forth herein, not false and misleading . Said statements and omissions were materially false

and misleading in that they failed to disclose material adverse information and misrepresented

the truth about the Company, its business and operations, as alleged herein .

51 . At all times relevant, the material misrepresentations and omission s

particularized in this Complaint directly or proximately caused or were a substantial contributing

cause of the damages sustained by plaintiff and other members of the Class . As described herein,

during the Class Period, defendants made or caused to be made a series of materially false or

misleading statements about Barrier's business, prospectus and operations . These material

misstatements and omissions had the cause and effect of creating in the market an unrealisticall y

positive assessment of Barrier and its business, prospectus and operations, thus causing the

Company's common stock to be overvalued and artificially inflated at all relevant times .

Defendant's materially false and misleading statements during the Class Period resulted in

plaintiff and other members of the Class purchasing the Company's common stock at artificially

inflated prices, thus causing the damages complained of herein .

21

SCIENTER ALLEGATIONS

52. As alleged herein, defendants acted with scienter in that they knew that the publi c

documents and statements issued or disseminated in the name of the Company were materially

false and misleading; knew that such statements or documents would be issued or disseminate d

to the investing public ; and knowingly and substantially participated or acquiesced in th e

issuance or dissemination of such statements or documents as primary violations of the federa l

securities laws . As set forth elsewhere herein in detail, defendants, by virtue of their receipt of

information reflecting the true facts regarding Barrier, their control over, and/or receipt and/o r

modification of Barrier's allegedly materially misleading misstatements and/or their association s

with the Company which made them privy to confidential proprietary information concern ing

Barrier, participated in the fraudulent scheme alleged herei n

Applicability of Presumption of Reliance :Fraud On The Market Doctrine

53 . At all relevant times, the market for the Company's securities was an efficien t

market for the following reasons, among others .

54. The Company's stock met the requirements for listing, and was listed and activel y

traded on the NASDAQ, a highly efficient and automated market ;

55 . As a regulated issuer, the Company filed periodic public reports with the SEC an d

the NASDAQ ;

56. The Company regularly communicated with public investors via established

market communication mechanisms, including through regular disseminations of press release s

on the national circuits of major newswire services and through other wide-ranging publi c

22

disclosures, such as communications with the financial press and other similar reporting services ;

and

57. The Company was followed by several securities analysts employed by majo r

brokerage firms who wrote reports which were distributed to the sales force and certai n

customers of their respective brokerage firms. Each of these reports was publicly available an d

entered the public marketplace .

58. As a result of the foregoing, the market for the Company's securities promptl y

digested current information regarding the Company from all publicly-available sources an d

reflected such information in the Company's stock price . Under these circumstances, all

purchasers of the Company's securities during the Class Period suffered similar injury throug h

their purchase of the Company's securities at artificially inflated prices and a presumption o f

reliance applies .

FIRST CLAIM

Violation Of Section 10 (b) O fThe Exchange Act Against And Rule 10b-5

Promulgated Thereunder Against All Defendants

59. Plaintiff repeats and realleges each and every allegation contained above as i f

fully set forth herein .

60. During the Class Period, defendants carried out a plan, scheme and course o f

conduct which was intended to and, throughout the Class Period, did : (i) deceive the investin g

public, including Plaintiff and other Class members, as alleged herein ; and (ii) cause Plaintiff and

other members of the Class to purchase Barrier securities at artificially inflated prices . In

23

furtherance of this unlawful scheme , plan and course of conduct, defendants, and each of them,

took the actions set forth herein .

61 . Defendants (a) employed devices, schemes, and artifices to defraud ; (b) mad e

untrue statements of material fact and/or omitted to state material facts necessary to make th e

statements not misleading ; and engaged in acts, practices, and a course of business which

operated as a fraud and deceit upon the purchasers of the Company's securities in an effort t o

maintain artificially high market prices for Barrier securities in violation of Section 10(b) of th e

Exchange Act and Rule I Ob-5. All defendants are sued either as primary participants in th e

wrongful and illegal conduct charged herein or as controlling persons as alleged below .

62. Defendants, individually and in concert, directly and indirectly, by the use, mean s

or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business ,

operations and future prospects of Barrier as specified herein .

63 . These defendants employed devices, schemes and artifices to defraud, while i n

possession of material adverse non-public information and engaged in acts, practices, and a

course of conduct as alleged herein in an effort to assure investors of Barrier value an d

performance and continued substantial growth, which included the making of, or th e

participation in the making of, untrue statements of material facts and omitting to state materia l

facts necessary in order to make the statements made about Barrier and its business operation s

and future prospects in the light of the circumstances under which they were made, not mislead-

ing, as set forth more particularly herein, and engaged in transactions, practices and a course o f

business which operated as a fraud and deceit upon the purchasers of Barrier securities durin g

the Class Period .

24

64, Each of the Individual Defendants' primary liability, and controlling person

liability, arises from the following facts: (i) the Individual Defendants were high-level executives

and/or directors at the Company during the Class Period and members of the Company's man-

agement team or had control thereof ; (ii) each of these defendants, by virtue of his

responsibilities and activities as a senior officer and/or director of the Company was privy to and

participated in the creation, development and reporting of the Company's internal budgets, plans,

projections and/or reports; (iii) each of these defendants enjoyed significant personal contact and

familiarity with the other defendants and was advised of and had access to other members of the

Company's management team, internal reports and other data and information about the Com-

pany's finances, operations, and sales at all relevant times ; and (iv) each of these defendants was

aware of the Company's dissemination of information to the investing public which they knew or

recklessly disregarded was materially false and misleading .

65 . The defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein, or acted with reckless disregard for the truth in that they failed t o

ascertain and to disclose such facts, even though such facts were available to them . Such

defendants" material misrepresentations and/or omissions were done knowingly or recklessly

and for the purpose and effect of concealing Barrier's operating condition and future business

prospects from the investing public and supporting the artificially inflated price of its securities .

As demonstrated by defendants' overstatements and misstatements of the Company's business,

operations and earnings throughout the Class Period, defendants, if they did not have actual

knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtain

such knowledge by deliberately refraining from taking those steps necessary to discover whether

those statements were false or misleading .

25

66, As a result of the dissemination of the materially false and misleading informatio n

and failure to disclose material facts, as set forth above, the market price of Barrier securities wa s

artificially inflated during the Class Period . In ignorance of the fact that market prices of

Brantley's publicly-traded securities were artificially inflated, and relying directly or indirectly

on the false and misleading statements made by defendants, or upon the integrity of the market in

which the securities trades, and/or on the absence of material adverse information that wa s

known to or recklessly disregarded by defendants but not disclosed in public statements b y

defendants during the Class Period, Plaintiff and the other members of the Class acquired Barrie r

securities during the Class Period at artificially high prices and were damaged thereby .

67. At the time of said misrepresentations and omissions, Plaintiff and other member s

of the Class were ignorant of their falsity, and believed them to be true . Had Plaintiff and the

other members of the Class and the marketplace known the truth regarding the problems that

Barrier was experiencing, which were not disclosed by defendants, Plaintiff and other members

of the Class would not have purchased or otherwise acquired their Barrier securities, or, if the y

had acquired such securities during the Class Period, they would not have done so at th e

artificially inflated prices which they paid .

68. By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule lOb-5 promulgated thereunder .

69. As a direct and proximate result of defendants" wrongful conduct, Plaintiff and

the other members of the Class suffered damages in connection with their respective purchase s

and sales of the Company' s securities during the Class Period .

SECOND CLAIM

26

Violation Of Section 20 (a) OfThe Exchange Act Against the Individual Defendant s

70. Plaintiff repeats and realleges each and every allegation contained above as i f

fully set forth herein .

71 . The Individual Defendants acted as controlling persons of Barrier within th e

meaning of Section 20(a) of the Exchange Act as alleged herein . By virtue of their high-level

positions, and their ownership and contractual rights, participation in and/or awareness of th e

Company's operations and/or intimate knowledge of the false financial statements filed by th e

Company with the SEC and disseminated to the investing public, the Individual Defendants had

the power to influence and control and did influence and control, directly or indirectly, th e

decision-making of the Company, including the content and dissemination of the various

statements which Plaintiff contend are false and misleading . The Individual Defendants were

provided with or had unlimited access to copies of the Company's reports, press releases , public

filings and other statements alleged by Plaintiff to be misleading prior to and/or shortly afte r

these statements were issued and had the ability to prevent the issuance of the statements o r

cause the statements to be corrected .

72. In particular, each of these defendants had direct and supervisory involvement i n

the day-to-day operations of the Company and, therefore, is presumed to have had the power t o

control or influence the particular transactions giving rise to the securities violations as allege d

herein, and exercised the same .

73. As set forth above, Barrier and the Individual Defendants each violated Sectio n

10(b) and Rule I Ob-5 by their acts and omissions as alleged in this Complaint . By virtue of their

positions as controlling persons, the Individual Defendants are liable pursuant to Section 20(a) o f

27

the Exchange Act . As a direct and proximate result of defendants' wrongful conduct, Plaintiff

and other members of the Class suffered damages in connection with their purchases of th e

Company's securities during the Class Period .

74. Plaintiffs repeat and reallege each and every allegation contained above as if full y

set forth herein .

THIRD CLAIM

Violation Of Section 11 OfThe Securities Act of 1933 Against All of the Defendants

75. This Count is asse rted against all of the Defendants for violations of § 11 of th e

Securities Act, 15 U.S.C. §77k, on behalf of all purchasers of Barrier common stock during th e

Class Period issued in connection with or traceable to the IPO and the Secondary Publi c

Offering.

76. Each of the Defendants issued, caused to be issued, and participated in th e

issuance of the materially false and misleading IPO Prospectus and Secondary Prospectus, whic h

misrepresented or failed to disclose, inter alia, the material facts concerning Barrier's business ,

product development, product commercialization, FDA approval and clinical trials, as set fort h

herein .

77. As a direct and proximate result of the materially false and misleading statements

in the IPO Prospectus and Secondary Prospectus, Barrier common stock was sold in the IPO an d

Secondary Public Offering at a price far exceeding the true value of the shares .

78. Plaintiffs and other members of the Class purchased Barrier common stoc k

pursuant to and traceable to IPO Prospectus and Secondary Prospectus without knowledge of th e

28

untruths or omissions alleged herein . Plaintiffs and the other members of the Class could no t

have reasonably discovered the nature of defendants' untruths and omissions .

79. Plaintiffs and the other members of the Class have sustained damages. The value

of Barrier common stock has declined precipitously subsequent to and due to the Defendants '

violations-

80. In connection with the stock offering, the Defendants, directly or indirectly, use d

the means and instrumentalities of interstate commerce and the U .S . mails.

81 . This action was brought within one year after the discovery of the untru e

statements and omissions and less than three years after the IPO and the Secondary Publi c

Offering .

82. By reason of the foregoing, the Defendants have violated § 11 of the Securitie s

Act and are liable to plaintiffs and the other members of the Class, each of whom has bee n

damaged as a result of such violations .

FOURTH CLAI M

Violation Of Section 12(a)(2) of the Securities Act of 1933Against All of the Defendants

83 . Plaintiffs repeat and reallege each and every allegation contained above as if fully

set forth herein .

84. This Count is asserted against all Defendants for violations of § 12(a)(2) of th e

Securities Act on behalf of plaintiffs and members of the Class who purchased shares in the IP O

and the Secondary Public Offering.

85 . Each of the Defendants were sellers, offerors, and/or solicitors of sales of th e

shares offered in connection with the IPO and the Secondary Public Offering .

29

86. The IPO Prospectus and Secondary Prospectus for the IPO and Secondary Publi c

Offering contained misstatements of material facts, omitted to state facts necessary to make th e

statements made not misleading, and failed to disclose material facts concerning Barrier' s

business, product development, product commercialization, FDA approval and clinical trials, a s

set forth herein. The defendants' actions of solicitation included participating in the preparatio n

of the false and misleading IPO Prospectus and Secondary Prospectus and soliciting investor s

through road show presentations .

87. Plaintiffs and the other members of the Class purchased or otherwise acquire d

Barrier common stock issued pursuant to or traceable to the false and misleading IPO Prospectu s

and Secondary Prospectus . Plaintiffs did not know, or in the exercise of due diligence could no t

have known, of the untruths and omissions contained in the IPO Prospectus and Secondar y

Prospectus .

88. By reason of the conduct alleged herein, Barrier, the Defendants violated

§12(a)(2) of the Securities Act and plaintiffs and members of the Class have suffered damages a s

a result of such violations .

89. Plaintiffs, individually and representatively, hereby elect to rescind and tender t o

those defendants named in this Count those securities that plaintiffs and other members of th e

Class continue to own, in return for the consideration paid for those securities together wit h

interest thereon. Plaintiffs and the other members of the class who have sold their Barrie r

common stock seek rescissory damages .

90. This action was brought within one year after the discovery of the untru e

statements and omissions and within three years after the IPO and the Secondary Publi c

Offering .

30

FIFTH CLAIM

Violation Of Section 15 of the Securities Act of 1933Against the Individual Defendant s

91 . Plaintiffs repeat and reallege each and every allegation contained above as if fully

set forth herein .

92. This Count is asserted against the Individual Defendants for violation of § 15 of

the Securities Act, 15 U .S.C . §77o .

93. The Individual Defendants, by virtue of their positions as executive officers an d

directors, stock ownership, and specific acts as described herein, had the power, and exercise d

the same, to control the representations and actions of Barrier .

94. Each of the Individual Defendants was a culpable participant and is jointly an d

severally liable to plaintiffs and the members of the Class as a "control person" pursuant to § 1 5

of the Securities Act .

95 . As a result of the foregoing, plaintiffs and the members of the Class have suffere d

damages.

WHEREFORE, Plaintiff prays for relief and judgment, as follows :

Determining that this action is a proper class action, designating Plaintiff a s

Lead Plaintiff and certifying Plaintiff as a class representative under Rule 23 of th e

Federal Rules of Civil Procedure and Plaintiffs counsel as Lead Counsel ;

Awarding compensatory damages in favor of Plaintiff and the other Clas s

members against all defendants, jointly and severally, for all damages sustained as a

result of defendants' wrongdoing, in an amount to be proven at trial, including interest thereon ;

Awarding Plaintiff and the Class their reasonable costs and expenses incurre d

31

in this action, including counsel fees and expert fees ; and

Such other and further relief as the Court may deem just and proper .

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury .

Dated: November 1, 2005 THE ROSEN LAW FIRM, P.A.

Laurence Rosen, Esq .236 Tillou RoadSouth Orange, NJ 07079Telephone : (973) 313-1887Facsimile : (973) 833-039 9

MURRAY, FRANK & SAILER LLPEric J. Belfi, Esq .Christopher S. Hinton, Esq .Bradley P . Dyer275 Madison Avenue, 8"' FloorNew York, NY 10016Telephone : (212) 682-1818Facsimile : (212) 682-1892

GLANCY BINKOW & GOLDBERG LLPLionel Z. Glancy, Esq .Michael Goldberg, Esq .1801 Avenue of the Stars, Suite 311Los Angeles, CA 90067Telephone : (310) 201-9150Facsimile : (310) 201-9160

Attorneys for Plaintiff

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