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Home My WebLink About99-04232 ?? _5? fi e ?Q,ir y`;±F i MF ?A-? k iC -r,? ? ,? ). (f ?%? . , >?. ; 1' ?' ? ? 4 ? `? Y R ?i; (a ?? Y' ['?? ????.I? ??'? :3 .M1'. 41 ??? ?' 'v°1 y? I! ? ' a { ? :L i??Y `4? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff v. No. 0.99 - •4 3 2 [ a *4 /f/tlvl KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, Defendant JURY TRIAL DEMANDED TO THE PROTHONOTARY: Please issue a Writ of Summons in the above-captioned action to the following Defendants: Knowledgesoft.Inc. ADT Data Systems, Inc. 5090 Ritter Road Suite 103 Mechanicsburg, PA 17055 TMAN UNDERHILL & BRUBAKER LLP By: Mark E. Lovett Attorney I.D. No. 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 You are hereby notified that SAM GARULA, Plaintiff, has commenced an action in Civil Action Law against you which you are required to defend. Dated: othonotary I 0133082.01 U z L U ?r 95 dui J j 5z W rn U 10 Q U 2 `Y1 ?`y11 V IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of Leonard H. MacPhee and Buchanan Ingersoll Professional Corporation as attorneys for Defendants KnowledgeSoft, Inc. and ADT Data Systems in the above-captioned matter. Respectfully submitted, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: Leonard H. MacPhee, Esquire Attorney I.D. No. P. 0. Box 12023 Harrisburg, PA 17108-2023 (717) 237-4800 Attorneys for the Defendants CERTIFICATE OF SERVICE AND NOW, this 29th day of July, 1999, Leonard H. MacPhee, Esquire, hereby certifies that I have this day served a true and correct copy of the foregoing document by United States first-class mail upon the following: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: Leonard H. MacPhee, Esquire Attorney I.D. No. P. 0. Box 12023 Harrisburg, PA 17108-2023 (717) 237-4800 -' C"i c; ?„ v IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Terns KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants PRAECIPE AND RULE TO FILE A COMPLAINT TO THE PROTHONOTARY OF SAID COURT: Please issue a rule on Sam Gamla to file a Complaint against KnowledgeSoft, Inc. and ADT Data Systems in the above case within twenty days after service of the Rule or suffer a judgment of non pros. Respectfully submitted, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION B . Leonard H. MacPhee, Esquire Attorney I.D. No. P. O. Box 12023 Harrisburg, PA 17108-2023 (717) 237-4800 Attorneys for the Defendants DATE: / NOW,`_ 1999, RULE ISSUED AS ABOVE. rothonotary CERTIFICATE OF SERVICE AND NOW, this 29th day of July, 1999, Leonard H. MacPhee, Esquire, hereby certifies that I have this day served a true and correct copy of the foregoing document by United States first-class mail upon the following: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By. Leonard H. MacPhee, Esquire Attorney I.D. No. P. O. Box 12023 Harrisburg, PA 17108-2023 (717) 237-4800 rr, - rj:. J C? ??' 2r 1,"_5 U1 Cj SHERIFF'S RETURN - REGULAR CASE NO: 1999-04232 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND GARULA SAM VS. KNOWLEDGESOFT INC ET AL DAVID MCKINNEY , Sheriff or Deputy Sheriff of CUMBERLAND County, Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon KNOWLEDGESOFT INC the defendant, at 15:07 HOURS, on the 21st day of July 1999 at 5095 RITTER ROAD SUITE 112 MECHANICSBURG, PA 17055 -,CUMBERLAND County, Pennsylvania, by handing to JULIE MYERS (OFFICE MANAGER) a true and attested copy of the WRIT OF SUMMONS and at the same time directing Her attention to the contents thereof. Sheriff's Costs: So ani? .2 Docketing 18.00 Affidavit 8..68 Surcharge 8.00 R [71oms in , S i?c r L? rS77TT-HARTMAN, UNDERHILL & BRUBAKER 07/23/1999 by ?Ucpuuy?ImllLL Sworn and subscribed o before me this fC day of rh4t 19_C ? A.D. ???w, - ?y, II -{, MARTMAN UNDERHILL 6 BRUBAKER LLP ATTMMLMS AT L/ w s { omeu "LANCABTCR, PCNNtYLVANIA ITlOt•t'ftt R Vii (7lf) 290-7254 i i i rl. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff V. No. 99-4232 Civil Term KNOWLEDGESOFT.INC, and ADT DATA SYSTEMS, Defendant JURY TRIAL DEMANDED YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Court Administrator Cumberland County Courthouse 1 Courthouse Square Carlisle, Pennsylvania 17013-3387 Telephone Number (717) 240-6200 Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viete (20) dias de plazo al partir de la fecha de la demanda y Is notificacion. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o Notificacion y por cualquier queja o alivio que es pedido en la peticion de demands. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Court Administrator Cumberland County Courthouse 1 Courthouse Square Carlisle, Pennsylvania 17013-3387 Telephone Number (717) 240-6200 HARRTMAAN?UNDERHILL & BRUBAKER LLP By. C Mark E. Lovett Attorney I.D. No. 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 0135926.01 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE.SOFT.INC. and ADT DATA SYSTEMS, Defendant JURY TRIAL DEMANDED The Plaintiff is Sam Garula, an adult individual residing at 107 April Drive, Camp Hill, Pennsylvania, 17011. 2. The Defendants are ADT Data Systems, Inc., now by name change Knowledge.Soft.Ine., Pennsylvania corporations with their principal place of business at 5095 Ritter Road, Suite 112, Mechanicsburg, Pennsylvania, 17055. 3. In 1994, the Plaintiff began pursuing efforts in internet business activities through a corporation known as Internet Connections Corporation, whose stated purpose was to provide internet connection services to businesses and individuals in central Pennsylvania. 0135926.01 -3- 4. In 1994 and early 1995, the Plaintiff taught various computer training courses for the Defendants to its customers . 5. During 1994 and early 1995, when the Plaintiff was working as an independent contractor for the Defendants teaching computer courses, the Plaintiff suggested to the Defendants' president, Alan D. Todd, and others, on numerous occasions that he had a business idea for getting the Defendants involved in the Internet. At the time, the Defendants did not have any personnel knowledgeable about the Internet. 6. As an initial proposal to the Defendants, the Plaintiff sent them a "white letter" which is attached to and made a part of this Complaint as Exhibit A. Initially, the Defendants expressed little interest in the Plaintiffs business overtures. Later, when the Plaintiff explained that if the Defendants did not want to enter into a business relationship with him, he would pursue the opportunities on his own or with others, the Defendants chose to enter into a business relationship with the Plaintiff as described below. 8. On July 21, 1995, after negotiations between the parties, the Plaintiff and the Defendants entered into a Joint Venture Agreement. John Flathmann, the authorized representative of the Defendants, executed the Agreement on behalf of ADT Data 0135926.01 -4- Systems, Inc. A copy of the Agreement is attached to and made a part of this Complaint as Exhibit B. 9. At the time the Defendants executed the Agreement, the Defendants, core business was Novell LANTm engineering and consulting, installation and service, administration and support, made-to-order Microsoft WindowsTM applications, Help Desk support, PC user training and a proprietary software product named LOISTM. As first developed, LOISTM was an in-house scheduling and management tool used for tracking customer training requests, assigning instructors to classes and surveying student satisfaction following classroom training. 10. Prior to July 21, 1995, the Defendants had no Internet products, services or support. They had no Internet specific capabilities, the Internet was not used in their day- to-day operations and they had no employees fluent in Internet issues. 11. Prior to July 21, 1995, the Defendants had no Internet classes or training and no Internet business plan. 12. Under the terms of the Joint Venture Agreement, the parties agreed to do business as "The WebWorks", which would sell Internet related products, services and training to the public. The name "The Web Works" was later dropped because another 0135926.01 -5- company already had rights to its use. The parties thereafter initially conducted business under the name of Defendant ADT Data Systems, Inc. 13. As part of the Joint Venture Agreement, the Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of the Defendants, to the exclusion of any and all other opportunities. 14. The first activities of the Plaintiff under the Agreement were to personally train, tutor and develop the Defendants' executives, employees and staff at all levels regarding Internet technologies and their integration and incorporation into the core business of the Defendants. 15. Under the Agreement, the Plaintiff would be personally responsible for supporting sales and marketing, research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of the Defendants. 16. The Defendants, pursuant to the Joint Venture Agreement, agreed, among other things, to provide all contracting language, accounting, billing and collection for Internet related sales activities, to provide equipment in the Internet web server and other necessary hardware, and to provide sales personnel and customer lists for promoting new 0135926.01 -6- Internet products, as well as to provide the administrative support for the new joint venture. 17. Under the Agreement, the parties were to split the profits on a 40% basis to each for Internet related products and service sales. In addition, the Plaintiff and Defendants were to split 50150 all gross profits earned from Internet related training classes and curriculums. 18. Pursuant to the Agreement, the parties achieved various business milestones (listed by way of illustration, not limitation), in that they: a) Obtained many clients for web related technologies; and b) Entered in business relationships with Ziff-Davis University, Pennsylvania Medical Association, Dauphin Deposit Bank & Trust, Financial Services University, Princeton Learning Systems and Netscape Communications Corporation, all of which involve Internet related products and services, and many of which deal directly with Internet related training. 19. In addition to the activities described above, the Plaintiff contributed the following (listed by way of illustration, not limitation), to the joint venture: a) Intellectual property; 0135926.01 -7- b) IntemetConnections Corporation proprietary technical knowledge and contact lists; c) New Internetproduct and service designs; d) Original Intemetcurriculum plans and materials; e) Management direction in Intemetbusiness development; f) Enhancement of existing products to incorporate Internet technologies; g) Marketing strategies and materials design in the venture; and h) New customer contacts and business acquisitions. 20. Initially, the Plaintiff was heavily involved in all aspects of the Joint Venture Agreement's Internet related activities. 21. Sometime in 1996, the Plaintiff was asked by the Defendants if he would refocus his contribution under the Joint Venture Agreement to the development of teaching curriculum and teaching training classes on Internet related activities and products, as well as teaching other computer classes that were non-Intemet related. The Plaintiff complied with the Defendants' request to change his duties and responsibilities under the Joint Venture Agreement. The Plaintiff was neither asked by the Defendant nor 0135926.01 -8- did he agree to have his compensation changed under the Joint Venture Agreement. The Plaintiff and all other aspects of the Joint Venture Agreement would remain the same. 22. From July 21, 1995, to December 31, 1997, the Defendants neither provided an accounting of the parties' Intemetbusiness activities nor did they distribute any profits to the Plaintiff. During this time, the Plaintiff was only compensated for teaching computer classes. 23. Concerned about the apparent absence of profits under the Joint Venture Agreement, the Plaintiff attempted often during the latter half of 1997 and early 1998 to meet with Alan D. Todd, the President and CEO of the Defendants, to discuss his equity in the joint venture. The Plaintiffs many efforts were ignored. 24. When Mr. Todd finally found time to meet with the Plaintiff in April, 1998, Mr. Todd told the Plaintiff he believed that the Joint Venture Agreement had ended years previously. This belief was stated despite Mr. Todd's acknowledgment that the Defendants had neither notified the Plaintiff in any manner that the Agreement was terminated nor that they were even considering ending the Venture. 25. At the April, 1998 meeting, Mr. Todd, on behalf of the Defendants, intentionally withheld from the Plaintiff the fact that the Defendants had already signed an Agreement to sell their training services division (including Intemetrelated class 0135926.01 -9- curriculums which the Plaintiff developed, taught and had a financial stake in pursuant to the Joint Venture Agreement), to Intellimark of PA, a subsidiary of Staff Mark, Inc. 26. The Plaintiff first learned of the Intellimark sale after it had been consummated in July of 1998. The sale made no provision for the Plaintiff for his legal and equitable interest. 27. Despite demand, the Defendants have never accounted for nor paid to the Plaintiff his percentage of the proceeds of the Intellimark sale or of his profits under the Joint Venture Agreement. 28. Unlike before July 21, 1995, the Defendants presently are almost exclusively involved in Internet related technology, product delivery systems and sales and service activities. As such, the Plaintiff is entitled to his share of their entire gross profits each year since July 21, 1995, pursuant to the Joint Venture Agreement. 29. Pursuant to the Joint Venture Agreement, the Plaintiff is entitled to 50% of the proceeds of the sale of the training services division to Intellimark of PA, as it relates to Internet related class curriculums and training classes, as well as 50% of the proceeds from sales of Internet related training classes conducted prior to the sale of the training services division to Intellimark of PA in 1998. 0135926.01 -10- 30. The Defendant should be compelled to provide an accounting of all Internet related business activities since July 21, 1995, to the present, as well as to provide a complete accounting of the sale to StaffMark, Inc., as well as all financial information related to the purchase or sale of any other Internet related products, services or businesses of which the Plaintiff is unaware. 31. The Defendant breached its Joint Venture Agreement with the Plaintiff, in that it has never provided an accounting of activities to the Plaintiff and has never provided any distribution of equity and profits according to the terms of the Agreement. COUNT I-BREACH OF CONTRACT 32. The Plaintiff incorporates paragraphs 1-31 into Count I. 33. As a result of the Defendants' breach of contract, the Plaintiff has suffered consequential and incidental damages. WHEREFORE, the Plaintiff requests that_judgment be entered in his favor and against the Defendant in an amount in excess of $25,000, together with interest and costs as allowed by law. COUNT II-UNJUST ENRICHMENT 34. The Plaintiff incorporates paragraphs 1-31 into Count II. 0135926.01 -1 1- 35. The Defendants have been unjustly enriched by the activities of the Plaintiff, all to the detriment of the Plaintiff. WHEREFORE, the Plaintiff requests that judgment be entered in his favor and against the Defendant in an amount in excess of $25,000, together with interest and costs as allowed by law. COUNT III-REQUEST FOR ACCOUNTING 36. The Plaintiff incorporates paragraphs 1-31 into Count III. 37. The Plaintiff is entitled to a financial accounting by the Defendants of all Internet related business activities since July 21, 1995. WHEREFORE, the Plaintiff requests that the Defendants be ordered to provide a complete financial accounting to the Plaintiff of all Internet related business activities since July 21, 1995. HARTMAN UND , BRUBAKER LLP By: Mark E. Lovett Attorney I.D. No. 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 0135926.01 -12- Exhibit A Alan Todd, President ADT Data Systems, Inc. 5000 Ritter Road Suite 103 Mechanicsburg, PA 17055 November 1, 1994 Atom: I am enclosing the details of an idea I talked with you about recently concerning us introducing a "Business and User Internet Rarning" product together that we can offer to Central Pennsylvania business, and public generally. rm very excited, Alan, about the potential for success and ttie opportunities for prosperity an Internet user course will provide. rm anxious to start right away! Please review this material and M call you toward the end of the week to set a date and time when the two of us can flush-out the details to this unique product and offering. In the mean time, rm available to answer your questions at any time and can be reached at my office: 737 - 4324. Thank you for your interest. I know this opportunity will be very profitable for both of us. Sincerely, Sam Garula President and Chief Executive Internet Opportunities Internet Opportunities By Sam Ganda November 1, 1994 ABSTRACT Introduction Presently, 15 million homes in the United States have computers and the trend is growing 301/o annually. By the year 2000 an estimated 35 million homes will have at least one computer. Con- current to the linear growth of home computer sales is the exponential growth of Internet. Begun in the late 1960's as an experiment in connectivity by the US Department of Defense, Internet today incorporates thousands of networks linking together over 1.3 million computers in 100 countries worldwide. Time magazine recently reported that Internet nodes, domains and networks is growing so rapidly by the year 2000 the number of connected or associated systems will likely surpass 3 million. Time also found the number of users accessing Internet is growing at the rate of I million+ each month. Originally designed to interconnect government research and communications, Internet capacity grew quickly during the 1970's and mid-1980's as universities and other research centers estab- lished dedicated hosts (nodes) and added them to the network. Today, this segment of Intemet comprises approximately 40% of total Internet site resource. By the late 1980's as Internet continued expanding, another segment emerged and *today is the fastest growing user of Intemet resources: Business. As accessibility and popularity grows, business will build electronic storefronts along the Intemet super highway. Predictions for Internet in the year 2000 suggest commercial domain registrations will increase from a current level of 51% of all registration applications, to more than 70% by the close of the decade. The rush to establish business presence on Internet is being fueled by the buying power potential of 100 million+ users by the turn of the century. Internet Connections Corporation Telephone: (717) 737-4324 Page 2 of 7 How Business Can Benefit From Internet Beyond the mere competitive advantage of vast information resources, Internet offers business the ways and means to: • Contain cost • Transmit business data and information quickly and easily • Interconnect widely separated geographical sites • Collaborate on product or service design and development • Retrieve and utilize vast amounts of industry related information • Manage corporate logistics like telecommuting, hoffices, etc. • Market and sell products or services globally • Train employees in virtual classrooms • Provide customer support 24 hours a day, 7 days a week. The advantages of incorporating Internet into strategic planning are clear. A five minute search of Internet easily identifies 767 commercial; 22 government; 19 non-profits; 15 state, city and town; and 15 other Internet virtual storefronts. The future is plain to see. The Internet Gold Rush is on. With its resources expanding exponen- tially, bringing the capability to deliver product, service and support direct to customers and buyers, Internet is creating a new market. A new market easily valued into the hundreds of millions of dollars in annual revenues and cost savings. How To Support Business Internet Use To captialize on the Internet opportunity, corporations and businesses will require: 1. Expert advice and direction about how and what to hook onto Internet 2. Consultation in incorporating Internet in strategic planning of sales and marketing, business operations, product development, market research and customer support 3. User training in Internet applications for employees, suppliers, customers and the "buying public" in general. These three items--equipment and connection, planning and implementation, training and maxi- mum use benefit--cover the spectrum of corporate Internet presence. A consulting practice that offered business customers these services, and provided on-going support, would be indispensable and worth its weight in gold. Internet Connections Corporation Telephone: (717) 7374324 Page 3 or 7 Intemet Use Today User activities on Internet today generally fall into one or more of these four categories: File Exchange (fift Up/Downloading of information, 45% - 501/6 Transmission Control Protocol (TCP): Internet Relay Chat, Talk, others, 25% Mail and USENET, 20% Other miscellaneous uses, 60/a. What these statistics show is that Internet today is used primarily for posting, disseminating or retrieving information whether software, documentation, statistics, communique-newsgroups- email, product revision, help or support. This use profile accounts for 70% of all data traffic which, in 1993, measured 6.5 trillion bytes. Traffic flow will only increase as ISP's (Internet Service Providers)-sellers and re-sellers of Internet rampways--proliferate to meet the demand of 1 million+ new users each month. In addition, recent studies concerning business use of Internet show the top 30 companies pres- ently collecting 10 times the amount of information they are 'sending out. What Intemet Services Are Available Today Numerous client software packages are available commercially and are often provided by ISP's at the time a new user signs-up. NetManage's Chameleon TCP/IP software for Windows or Mac, for example, is among the most popular and offers a wide range of Internet tools including Telnet, ftp, SMTP Mail, News reader, Ping, Finger, Whols, etc. Internet itself serves as a repository and archive for other network tools like Mosaic, Cello, World Wide Web, HGopher, Veronica, Archie, Spider, and others. But availability of Internet tools is not the problem. Seasoned users of Internet know the system performs best with a "get-what-you-need-and-get-out" approach to network use. 1 million+ new users per month raises concern within Internet circles because this demand for access will further tax system capacity, availability and processor time. -Specific concern focuses on how new, inexperienced users generally connect for long periods of time (because they lack good search and retrieval skills), drive traffic flow higher (by grabbing everything in sight), and are more frequently the cause of "primetime clogs" in the Internet system. It is widely acknowledged that a trained user of Internet is a productive and efficient user. Rea- soning goes that the Internet community will benefit as a whole if everyone accessing the system has the right skill and tools for using it. Internet Connections Corporation Telephone: (717) 737-4324 page 4 of 7 The reality today, however, is there are no training classes about Internet use and practice. In- stead new users "learn on the fly", further exacerbating the problem. A Proposal For Partnership Between Internet Connections Corporation and ADT Data Systems, Inc. In Providing Business and User Internet Traininn Synopsis Principles to this partnership shall be known as "Internet Connections Corporation" and ADT Data Systems, Inc., both duly registered names. Internet Connectionns Corporation and ADT Data Systems, Inc., together, will be Central Pennsylvania's source for quality consulting and training in: I . Equipment, connection and networking on Internet 2. Daily use of Internet in business and public operations Marketing and Awareness To increase awareness throughout Central Pennsylvania about Internet potential and availability, marketing seminars wil(held. Seminars will introduce cost, connection, equipment, administra- tion, maintenance and upkeep options now available for corporate use or presence on Internet. Materials for these seminars will be provided by Internet Connections Corporation. The expectation of these seminars is to close 1 in 10 attendee's as Internet customers. Internet Connections Corporation Telephone: (717) 737-4324 Page S of 7 Success Through Partnership ADT Data Systems, Inc. is recognized for quality and expertise in networks, operating systems and service. Internet Connections Corporation knowledge of software tools and classroom teaching methods is acknowledged as professional and value-added. Marketing seminars to introduce "Business and User Internet Training" will be advertised by ADT Data Systems, Inc and convened at its facilities. Optimally these accommodations include a live Internet connection for demonstra4ng features and virtual storefront capabilities. Internet Connections Corporation and ADT Data Systems, Inc. will serve as partners in new customer development, implementation and turnkey operation of Internet. Training For Corporate and Public Internet Users Internet Connections Corporation will deliver Internet training in: 1. PC devices, requirements, configurations and connections, 2. NewsReading, virtual marketing and information repositories 3. Navigating with: Mosaic HGopher World Wide Web ftp Telnet USENET News reading, collaboration and email Bookmarking, annotating, finding and identifying Classes in the evening will target the after market created by ISP sales of Internet connections at affordable prices. Instruction will focus more on the home Internet user. Corporate training will emphasize Internet instead as a desktop means to deliver or retrieve information fast and effi- ciently, with value added. Internet Connections Corporation Telephone: (717) 7374324 Page 6 of 7 Training overall will describe Internet as a privilege shared through responsible practice, conduct and cooperation among fellow users. Discussion about appropriate Internet use will include classroom conversation about: "Netiquette": Conduct and content in Internet use Best practice: Search, transmission and retrieval methods Common use practice: What, and what not, to do on Internet. At the completion of training, a signed, numbered and sealed, Certificate of Completion acknowl- edging Internet Proficiency will be awarded to each attendee. Necessities To facilitate enrollment, Internet Connections Corporation and ADT Data Systems, Inc, will service the home Internet market by: • Pre-enrolling attendee's with an ISP. Students will use their personal Internet accounts during actual classroom instruction. • Offering Internet training totaling fifteen (15) hours • Holding evening classes over five (5) consecutive evenings; between 6 pm and 9 pm; Monday through Friday, daytime classes for business • Provide a first-come-first-served enrollment and registration process. An ISP might provide wholesale blocks of Internet access in return for using their software package for purposes'ofthis training. Internet Into The Future With its popularity growing by I million+ new users per month, Internet will undoubtedly become a mainstay for business operation, buyer convenience and customer support. Early estimates place the value of the booming Internet market into the billions of dollars annually. Internet Connections Corporation Telephone: (717) 737-4724 Page 7 ot7 Through this partnership Internet Connecdons Corporation and ADT Data Systenc5 Inc will be recognized as pioneers in Pennsylvania's Internet development, and become the undisputed leaders in quality Internet planning, implementation and training. A partnership right for the rimes! Sincerely, INTERNET CONNECTIONS CORPORATION Sam Garula President and Chief Executive samginpa@epix.net Exhibit B Joint Vdnture Agreement Between Sam Garula and ADT Data Systems. Inc. This is a joint venom and agreement between ADT Data Systems. Inc, located at 5001 Ritter Road, Mecl{attiesburg, PA; and Sam Ganda, doing business as "intemet Connections Corpomtiosi", located at 107 April Drive, Camp Hill, PA.; to establish, operate, market and secure sales fbr an Internet World Wide Web-site(s); for the purpose of providing customers quality Internet presence for their company goods or services, employees and customers. Another coicern in this venture, Parsec Digital. located at 3901 Derry Street. Harrisburg. PA is in no way boubd by, or part of, this agreement. AReesnetil?Seope Together, ADT Data Systems, Inc. and Sam Garula will market and deliver to customers the following I ternet related goods and services through a newly created division of ADT Data Systems, Erse. known by and doing business as "The Web Works". • Inedlnet consulting, planning and implementation. • Internet-related equipment sales, installation, service and support. • F 64wpage development and deployment. • IntzRnet user training and education. Sales of and profits from other products or services. not related to this joint venture. by either of the parties, past, present or future, are not subject to, nor are they in any way incorporated within, or subject tb, the terms of this agreement. Page 1 of 3 Asraeasaad , neibillitdes San GwuWj responsibilities iochtde, but are not limited to, p&-; .accoumability for the successful and profitable growth and operation of the division. Developing, marketing and conducting Internet seminars for ADTs customers. • Ma *ft Internet services to existing ADT customers, gem ing new Ltterrnet-related customers. Deve?oping Internet services, literature and marketing materials in association with the BrilGznt Ideas Group, • Asntine lead role and responsibility with ADT sales representatives and designees and Parsee Digital to market and sell Silicon Graphics hardware and Web-server services. • De+p and deploy Web pages. • Delt%6Internet-related training, education and classes. ADT Data Systems, Inc. responsibilities include, but are not limited to: Joint marketing and support for: Internet-related services as described herein. Silicon Graphics hardware, operating system(s) and service, and training classes. • Provide a Silicon Graphics computer system, a T 1 connection to the Internet. and on- going support and administration of Web-site equipment and services. • Provide a maximum of 250meg hard disk storage space on the Web server(s) for use by Sam Gaula, • Provide accounting and administrative services as required by the operation of the division. i i Reveatsa?Iriaa • I Gross profit revenues (GP-Sales-Cost) generated by the Inte ?eb Works shell he distributed according to this schedule: Page 2 of 3 ADT:Dal Systems, Inc. shall receive forty percent (40110) and Sam?,a ula shall Fecceive ",percent (40%) of all gross profit revenues generated through Internet-related acdvides. Twenty percent (20%) of the gross profit revenues shall be paid to Parsec DigitW for web-slue(s) maimenance. upgrade, support and warranty in Afton ADT Data Systems, Inc. shall receive fifty percent (50016) and Sam Garula shall receive filly percent (50%) of all gross profit revenues from the sales of Internet-related training classes. This agreement may be modified at anytime subject to the acceptance and agreement of both parties. F4 ADT Data Systems. Inc. Date Page 3 of 3 7 ?v p Date, AUG-19-99 THU 16:22 HARTNAN UNDERHILL BRUBAR FAX NO. 2988 P.13/13 1, Sam Garula, hereby verify that the information set forth in the foregoing Complaint is true and correct to the best of my knowledge, information, and belief. I understand that any false statements contained herein are subject to the penalties of 18 Pa. Cons. Stat. 4904, relating to unworn falsification to authorities. Dated: 9 Sa a 0135926.01 -13- I HEREBY CERTIFY that I am this day serving the foregoing Complaint upon the persons and in the manner indicated below. Service by First Class Mail, addressed as follows: Leonard H. MacPhee, Esquire Buchanan Ingersoll Professional Corporation One South Market Square 213 Market Street, Third Floor Harrisburg, PA 17101 YARTMAN UNDERHII,L & BRUBAKER LLP Dated: a'O ? 5 By: Mark E. Lovett Attorney I.D. No. 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 0135926.01 -14- IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants WITHDRAWAL OF APPEARANCE To: Prothonotary: Kindly withdraw the appearance of Leonard H. MacPhee, Esquire on behalf of Defendants, Knowledgesoft, Inc. and ADT Data Systems in the above-captioned action. DATE: J?65/ 1 7 BUCHANANINGERSOLL PROFESSIONAL CORPORATION Leonard H. MacPhee, Esquire I.D. #74216 One South Market Square 213 Market Street 3'd Floor Harrisburg, PA 17101 (717)237-4800 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, Defendants No. 99.4232 Civil Tenn JURY TRIAL DEMANDED ENTRY OF APPEARANCE To: Prothonotary: Please enter the appearance of Buchanan Ingersoll Professional Corporation and Jayson R. Wolfgang, Esquire, on behalf of Defendants, Knowiedgesoft, Inc. and ADT Data Systems in the above-captioned action. DATE: O h`S/ / 5 BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: Jayso R. olfgang, Esqu' I.D. # 2076 One South Market Square 213 Market Street P Floor Harrisburg, PA 17101 (717)237-4800 CERTIFICATE OF SERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 /qQ 4Jaysn Wolfgang, Esq DATE: C-. t %l r -) LL: SL _- L-:S cO ? ;f1;L G- C p? J CD V c7? U ? - J• IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants NOTICE TO PLEAD TO: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment may be entered against you. BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: Jack . S over, Esquire I.D.# 8051 Jayson R. Wolfgang, Esquire I.D.#62076 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: October 5, 1999 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants ANSWER WITH NEW MATTER TO COMPLAINT Defendants KnowledgeSoft. Inc. and ADT Data Systems (hereinafter "Defendants") by and through their attorneys, Buchanan Ingersoll Professional Corporation, hereby answer the Complaint and assert New Matter as follows: Admitted. 2. Admitted. By way of further answer, ADT Data Systems is a former name of Defendant KnowledgeSoft. Inc. 3. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 3, and the same are therefore denied and proof thereof is demanded at trial. 4. Admitted. 5. Admitted in part and denied in part. It is admitted that Plaintiff has worked for Defendants as an independent contractor teaching computer courses. By way of further averment, Plaintiff has been compensated in full in this regard. To the extent that Plaintiff intends to aver that he was individually responsible for Defendants' knowledge of or involvement with the Internet, such averments are specifically denied. It is further specifically denied that Plaintiff suggested to Defendants' President, Alan Todd, and others, on numerous occasions that he had a business idea for getting Defendants involved in the Internet. On the contrary, the rapid evolution of the Internet and Defendants' involvement with the Internet originated from many sources and occurred without significant involvement by Plaintiff. It is further specifically denied that Defendants, at any time, did not have personnel knowledgeable about the Internet. On the contrary, Defendants' personnel became familiar with the Internet from multiple sources and individual involvement. 6. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 6, and the same are therefore denied and proof thereof is demanded at trial. 7. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 7, and the same are therefore denied and proof thereof is demanded at trial. 8. Admitted in part and denied in part. It is admitted that a document titled "Joint Venture Agreement Between Sam Garula and ADT Data Systems Inc." (hereinafter "Joint Venture Agreement") is attached to the Complaint as Exhibit B and was executed by Plaintiff on his own behalf and by John Flathmann. The Joint Venture Agreement is a document which speaks for itself, and any characterization of the content or nature thereof by Plaintiff is specifically denied. 9. Admitted in part and denied in part. It is admitted that Defendants' business included certain items listed in paragraph 9. It is specifically denied, however, that the items listed in paragraph 9 constituted all of Defendants' business. To the contrary, Defendants' business included more than those items listed in paragraph 9 and was continuously evolving as new computer-based and technology-based opportunities presented themselves. 10. Denied. It is specifically denied that prior to July 21, 1995 Defendants had no Internet products, services or support. It is also specifically denied that Defendants had no Internet specific capabilities, that the Internet was not used in their day-to-day operations and that Defendants had no employees fluent in Internet issues. By way of further answer, the rapid evolution of the Internet and Defendants' involvement with the Internet originated from many sources and occurred without significant involvement by Plaintiff. To the extent Plaintiff intends to aver that he was individually responsible for Defendants' knowledge of or involvement with the Internet, such averments are specifically denied. 11. Denied. It is specifically denied that prior to July 21, 1995 Defendants had no Internet classes or training and no "Internet business plan." By way of further answer, the rapid evolution of the Internet and Defendants' involvement with the Internet originated from many sources and occurred without significant involvement by Plaintiff. To the extent Plaintiff intends to aver that he was individually responsible for Defendants' knowledge of or involvement with the Internet, such averments are specifically denied. 12. Admitted in part and denied in part. It is admitted that the Joint Venture Agreement mentions the name "The Web Works." It is specifically denied, however, that The Web Works ever existed or that Plaintiff ever performed and/or conducted any substantial business of any kind under the Joint Venture Agreement. It is further specifically denied that Plaintiff ever conducted or was authorized to conduct business for ADT Data Systems, Inc. 13. Denied. It is specifically denied that, as part of the Joint Venture Agreement, Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of Defendants, to the exclusion of any and all other opportunities. To the contrary, the Joint Venture Agreement is a document which speaks for itself, and makes no such requirements of Plaintiff. Further, it is specifically denied that Plaintiff performed or otherwise conducted business under the Joint Venture Agreement. 14. Denied. It is specifically denied that the first activities of the Plaintiff under the Joint Venture Agreement were to personally train, tutor and develop Defendants' executives, employees and staff at all levels regarding Internet technologies and their integration and incorporation into the core business of Defendants. To the contrary, the Joint Venture Agreement is a document which speaks for itself, and makes no such requirements of Plaintiff. Further, it is specifically denied that Plaintiff performed or otherwise conducted business under the Joint Venture Agreement. 15. Denied. It is specifically denied that under the Joint Venture Agreement, Plaintiff was personally responsible for supporting sales and marketing, research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of Defendants. To the contrary, the Joint Venture Agreement is a document which speaks for itself and makes no such requirements of Plaintiff. Further, it is specifically denied that Plaintiff performed or otherwise conducted business under the Joint Venture Agreement. 16. Denied. It is specifically denied that Defendants, pursuant to the Joint Venture Agreement, agreed, among other things, to provide all contracting language, accounting, billing and collection for Internet related sales activities, to provide equipment in the Internet web server and other necessary hardware, and to provide sales personnel and customer lists for promoting new Internet products, as well as to provide the administrative support for the new joint venture. To the contrary, the Joint Venture Agreement is a document which speaks for itself and any effort by Plaintiff to characterize the content or nature thereof is specifically denied. Further, it is specifically denied that Plaintiff performed or otherwise conducted business under the Joint Venture Agreement. 17. Denied. The Joint Venture Agreement is a document which speaks for iteself and any effort by Plaintiff to characterize the content or nature thereof is specifically denied. It is further specifically denied that Plaintiff ever performed or otherwise conducted business under the Joint Venture Agreement. Therefore, it is specifically denied that any gross profit revenues were ever generated through Internet related activities or from the sales of Internet related training classes under the Joint Venture Agreement. 18. Denied. It is specifically denied that, pursuant to the Joint Venture Agreement, the parties achieved various business milestones. To the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement. It is further specifically denied that Plaintiff had anything at all to do with any business milestones which may have been achieved by Defendants, or with any business relationship between Defendants and its customers. 19. Denied. To the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement. It is further specifically denied that Plaintiff contributed: a. Intellectual property; b. IntemetConnections Corporation proprietary technical knowledge and contact lists; C. New Internet product and service design; d. Original Internet curriculum plans and materials; e. Management direction in Internet business development; f. Enhancement of existing products to incorporate Internet technologies; g. Marketing strategies and materials design and adventure; and h. New customer contacts and business acquisitions. 20. Denied. It is specifically denied that Plaintiff was heavily involved in "all aspects of the Joint Venture Agreement's Internet related activities." To the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement. 21. Denied. It is specifically denied that Plaintiff was asked in 1996 to "refocus his contribution under the Joint Venture Agreement " Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and therefore the so-called "Joint Venture" never actually existed. To the extent that Plaintiff ever planned or taught any training courses, Plaintiff has been compensated in full as an independent contractor. 22. Denied. It is specifically denied that Defendants were obligated to provide an accounting or distribute any profits to Plaintiff regarding "Internet business activities" To the contrary, there were no Internet business activities under the Joint Venture Agreement for which to account, and there were no profits to be distributed. By way of further answer, the answer to paragraph 21 above is incorporated herein by reference. 23. Denied. Defendants are without knowledge or information sufficient to form a belief as to the truth of the averment that Plaintiff was concerned about "the apparent absence of profits under the Joint Venture Agreement" and the averment is therefore denied and proof thereof is demanded at trial. It is specifically denied that Plaintiff attempted to contact Alan Todd during the latter half of 1997 and early 1998 to discuss Plaintiffs "equity in the joint venture." To the contrary, the so-called joint venture never existed, and therefore Plaintiff had no "equity" to discuss. To the extent that Plaintiff made any efforts to communicate with Mr. Todd, it is specifically denied that any such efforts were ignored. 24. Denied. It is specifically denied that Mr. Todd told Plaintiff he believed the Joint Venture Agreement had ended years prior to April of 1998. To the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and therefore the so-called "joint venture" never existed. It is further specifically denied that Mr. Todd acknowledged that Defendants had not notified Plaintiff that the Joint Venture Agreement was terminated; to the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and therefore the so-called "joint venture" never existed. Finally, it is specifically denied that Mr. Todd acknowledged that Defendants did not notify Plaintiff that it was considering ending the so-called "joint venture;" again, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and the so-called "joint venture" never existed. 25. Denied. It is specifically denied that Mr. Todd intentionally withheld anything from Plaintiff which Plaintiff was entitled to know. Defendants' decision to sell its training services division was a proper and appropriate business decision on the part of Defendants and was totally independent of and unrelated to the Joint Venture Agreement. By way of further answer, upon information and belief, Plaintiff has and continues to teach certain training courses for Intellimark of PA for which he is compensated. 26. Denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of when Plaintiff first learned of the sale of Defendants' training services division to Intellimark of PA, and the same is therefore denied. As to the remaining averments in paragraph 26, it is specifically denied that Plaintiff hull or has any legal or equitable interest in the sale. 27. Denied. It is specifically denied that Plaintiff is owed an accounting or payment for any percentage of the proceeds of the Intellimark sale or any profits tinder the Joint Venture Agreement. To the contrary, Plaintiff never performed or otherwise conducted hosincss under the Joint Venture Agreement, and therefore the so-called'joint venture" never existed. 28. Denied. It is specifically denied that Defendants are presently almost exclusively involved in Internet related technology, product delivery systems and sales and service activities. It is further specifically denied that Plaintiff is entitled to any share of gross profits, tinder the Joint Venture Agreement or otherwise. To the contrary, Plaintiff never perfonttcd or otherwise conducted business under the Joint Venture Agreement, and therefore (lie so-called "joint venture" never existed. 29. Denied. The averments in paragraph 29 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that Plaintiff is entitled to 50% of the proceeds of the sale of the training services division to Intellimark of PA, as it relates to Internet related class curriculums and training classes. It is further specifically denied that Plaintiff is entitled to 50% of the proceeds from sales of Internet related training classes conducted prior to the sale of the training services division to Intellimark of PA. To the extent that Plaintiff ever planned or taught certain training courses, Plaintiff has been compensated in full as an independent contractor. 30. Denied. The averments in paragraph 30 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that Defendants should be compelled to provide an accounting of all Internet related business activity from July 21, 1995 to the present. It is specifically denied that Defendants should be compelled to provide a complete accounting of the sale to StaffMark, Inc. It is specifically denied that Defendants should be compelled to provide all financial information related to the purchase or sale of any other Internet related products, services or businesses of which Plaintiff is unaware. To the contrary, Plaintiff is not entitled to an accounting of any kind because Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and therefore the so-called "joint venture" never existed. 31. Denied. The averments in paragraph 31 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that Defendants breached the Joint Venture Agreement. It is specifically denied that Defendants are obligated to provide an accounting of activities to Plaintiff, and it is specifically denied that Plaintiff is entitled to any distribution of equity and/or profits. To the contrary, Plaintiff never performed or otherwise conducted business under the Joint Venture Agreement, and therefore the so-called "joint venture" never existed. 1. BREACH OF CONTRACT 32. The answers to paragraphs 1 through 31 above are incorporated by reference. 33. Denied. The averments in paragraph 33 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that Defendants breached any contract or that any enforceable contract exists. It is further specifically denied that Plaintiff has suffered consequential and incidental damages. WHEREFORE, Defendants demand judgment in their favor and against Plaintiff, together with attorney's fees and such other relief as the Court deems appropriate. If. UNJUST ENRICHMENT 34. The answers to paragraphs 1 through 33 above are incorporated by reference. 35. Denied. The averments in paragraph 35 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that Defendants have been unjustly enriched by the activities of Plaintiff, all to the detriment of Plaintiff. WHEREFORE, Defendants demand judgment in their favor and against Plaintiff, together with attorney's fees and such other relief as the Court deems appropriate. III. REQUEST FOR ACCOUNTING 36. The answers to paragraphs 1 through 35 above are incorporated by reference. 37. Denied. The averments in paragraph 37 are conclusions of law to which no response is required. To the extent that a response may be required, it is specifically denied that 10 Plaintiff is entitled to a financial accounting by Defendants of all Internet related business activities since July 21, 1995. WHEREFORE, Defendants demand judgment in their favor and against Plaintiff, together with attorney's fees and such other relief as the Court deems appropriate. NEW MATTER 38. The answers to paragraphs 1 through 37 above are incorporated by reference. 39. Plaintiff never performed under the Joint Venture Agreement, and therefore his claims are precluded because of the failure of or lack of any consideration for the benefits Plaintiff alleges are due to him. 40. Plaintiff is estopped from asserting any claim under the Joint Venture Agreement for the following reasons: a. Plaintiff, through his words, conduct and/or silence, led Defendants to believe that Plaintiff never performed under the Joint Venture Agreement and the so-called "Joint Venture" never actually existed; b. Defendants reasonably relied on the words, conduct and/or silence of Plaintiff; and C. Defendants had no duty of inquiry beyond the facts known to it, and had no duty to notify Plaintiff of the non-existence of the so-called "Joint Venture." 41. By failing to perform under the Joint Venture Agreement, by failing to assert any claim in a timely manner and by failing to document his claims, Plaintiff has waived any claims thereunder. 42. Plaintiff failed to assert any claims under the Joint Venture Agreement for an unreasonable and unexplained period of time, all to the prejudice of Defendants, and therefore Plaintiffs claims are barred by the doctrine of laches. 43. To the extent that Plaintiff ever provided any services in connection with Defendants' business, Plaintiff has been compensated in full and therefore Plaintiffs claims are barred by the doctrine of payment. 44. Plaintiffs claims are precluded by the doctrine of accord and satisfaction as follows: a. Plaintiff has been paid in full for any services in connection with Defendants' business in satisfaction of any claim he may have against Defendants; and b. Defendants intended and Plaintiff understood that payment for services provided by Plaintiff in connection with Defendants' business and acceptance thereof would constitute complete satisfaction of any right or claim to payment Plaintiff had. 45. Plaintiff s claims are barred by the applicable statute of limitations. 46. Plaintiff has failed in the Complaint to state a cognizable claim upon which relief can be granted under Pennsylvania law. 12 WHEREFORE, Defendants demand judgment in their favor and against Plaintiff, together with attorney's fees and such other relief as the Court deems appropriate. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By: Sti.?2 Jack . Stover, Esquire I.D. 44, 8051 Jayson R. Wolfgang, Esquire I.D. #62076 One South Market Square 213 Market Street 3'd Floor Harrisburg, PA 17101 (717)237-4800 DATE: /0/5/9 9 13 VERIFICATION I, Alan Todd, have read the foregoing document and verify that the facts set forth are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. § 4904, relating to unswom falsification to authorities. Alan Todd DATE: /O -z9 CERTIFICATE OF SERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Jayso ? R. Wolfgang, E r DATE: /O ?S/? HARTMAN UNDERHILL 6 BRUBAKER LLP ATrw AT LAW Mi WT OX[6TRV RCLT LANCA6T[R, PCNN6 LVANIA 1700E- 17171 ¦OS.7tl4 1 a IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff V. No. 99-4232 Civil Term KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, Defendant JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO NEW MATTER 38. The Plaintiff incorporates paragraphs 1 through 37 of his Complaint into this Reply to New Matter. 39 - 42. Denied as conclusions of law. 43. Denied. The Plaintiff has not been compensated in full for his share of profits under the Joint Venture Agreement. 44 - 46. Denied as conclusions of law. WHEREFORE, the Plaintiff requests that judgment be entered in his favor and against the Defendants. HHAARTMAN LIND L & BRUBAKER LLP Y M k E. Lovett Attorney I.D.# 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 00154682.1 VERIFICATION I, Sam Garula, hereby verify that the information set forth in the foregoing Reply to New Matter is true and correct to the best of my knowledge, information, and belief. I understand that any false statements contained herein are subject to the penalties of 18 Pa. Cons. Stat. 4904, relating to unsworn falsification to authorities. Dated: 00154682.1 2 PROOF OF SERVICE I HEREBY CERTIFY that I am this day serving the foregoing Reply to New Matter upon the persons and in the manner indicated below. Service by First Class Mail, addressed as follows: Jayson R. Wolfgang, Esquire Buchanan Ingersoll Professional Corporation One South Market Square 213 Market Street, 3'd Floor Harrisburg, PA 17101 7By TMA N UNDERHILL & BRUBAKER LLP L?5 Dated: Mark F. Lovett Attorney I.D.# 41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717) 299-7254 00154682.1 3 mac. ,? :,:r a ?c N - ?n Wes- N .?a Ei: L:{ r Z n? a, U JUL 1 4 2000 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, V. . CIVIL ACTION - LAW Plaintiff KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, Defendants No. 99-4232 Civil Term JURY TRIAL DEMANDED ORDER AND NOW, this _ay of JT, 2000, upon consideration of the attached Confidentiality Agreement and Stipulation of Counsel, it is hereby ORDERED that said Confidentiality Agreement and Stipulation of Counsel is hereby approved and incorporated herein as part of this Order. 7-18-00 RX4 -? .. f. .., ,., ??i? LL. ... ,,, ? JUL 14 2000 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGE SOFT, INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants CONFIDENTIALITY AGREEMENT AND STIPULATION OF COUNSEL To expedite the flow of discovery material, facilitate the prompt resolution of disputes over confidentiality, protect material entitled to be kept confidential, and insure that protection is afforded to confidential material, pursuant to the Court's authority under Pa.R.Civ.P. 4012, it is AGREED AND STIPULATED as follows: 1. Non-disclosure of Confidential Documents and Information. Except with the prior written consent of the party or other person originally designating a document or other information as confidential, or as hereinafter provided, no confidential document or information may be disclosed to any person. A "confidential document" means any document which bears a stamp reading "Confidential" to signify that it contains information believed to be subject to protection under Pa.R.Civ.P. 4011 because it is confidential and sensitive information in which a party has a privacy and property interest. For purposes of this order, the term "document" means all written, recorded, or graphic material, whether produced or created by a party or another person, whether produced pursuant to discovery, subpoena, by agreement, or otherwise. "Confidential information" means any information contained in a confidential document as defined in the preceding paragraphs and other information designated as "confidential" by a stamp reading "confidential" or by a writing designating the contents of an information release as "confidential." Interrogatory answers, responses to requests for admission, and deposition transcripts shall be deemed confidential information, and exhibits, pleadings, motions, affidavits, and briefs that quote, summarize, or contain materials entitled to protection may be accorded status as a confidential document. 2. Permissible Disclosures, Notwithstanding paragraph 1, confidential documents and information may be disclosed to the parties or employees of the parties to this litigation; to counsel for the parties in this litigation; to the partners, associates, secretaries, paralegal assistants, and employees of such counsel; to experts and consultants retained for the purpose of assisting counsel in this litigation or any employees of said experts and consultants; to persons employed or consulted by counsel for litigation management purposes in this litigation, including, but not limited to, copying services and computerized litigation support services; to deponents pursuant to paragraph 3 hereinafter; to witnesses at any proceeding including trial of this case; to court officials involved in this litigation (including court reporters, persons operating video recording equipment at depositions, and any special master appointed by the Court); and to any person designated by the Court, upon such terms as the Court may deem proper. For purposes of this paragraph, this "litigation" shall mean the case captioned above. 3. Confidential Documents and Information in Depositions. (a) A deponent may during the deposition be shown, and examined about, confidential documents and information. Deponents shall not retain or copy confidential documents or portions of the transcript of their depositions that contain confidential information provided to them or the entities they represent under other provisions of this Order. (b) The parties anticipate that some or all of the depositions taken in this case will contain discussions of confidential information and therefore, unless the parties agree otherwise, or until further order of this Court, all transcripts of depositions taken in these cases will be regarded as confidential documents. 4. Subpoena by Other Courts or Agencies. If another court or an administrative agency subpoenas or orders production of confidential documents which a party has obtained under the terms of this order, such party shall promptly notify the party or other person who designated the document as confidential of the pendency of such subpoena or order. 5. Filing. Confidential documents need not be filed with the Prothonotary except when required in connection with motions or other matters pending before the Court. If filed, they shall be filed under seal and shall remain sealed with the Prothonotary so long as they retain their status as stamped confidential documents. All documents filed under seal shall be placed in a box or envelope and marked "sealed by order of court." 6. Use. Persons obtaining access to confidential documents under this order shall use the information only for preparation and trial of this litigation (including appeals and retrials), and shall not use such information for any other purpose, including business, governmental, commercial, or administrative or judicial proceedings; nor shall such persons disclose the information contained in such documents to any persons other than those to whom disclosures of such documents can be made under this order. Non-Termination. The provisions of this order shall not terminate at the conclusion of this action. After final conclusion of all aspects of this litigation, confidential documents and all copies of same (other than exhibits of record) shall be returned to the party or person which produced such documents. Alternatively, the party to whom confidential documents have been provided may produce a certificate signed by the party indicating that any confidential documents have been destroyed and the manner of destruction. 8. If any party objects to the designation of any information or documents as "Confidential," the objecting party must make such objection with the Court and obtain leave of Court before making any disclosure of such information or documents. 9. Nothing contained in this Agreement/Order shall in any way be construed to limit the use of the Confidential information in Court papers in discovery, in preparation and trial of this matter, or at any hearing before the Court, except as otherwise specifically provided herein, or as provided in any other Order of this Court. When Confidential information or documents are intended to be used or elicited at any hearing or at trial of this matter, only persons to whom disclosures may be made under this Order shall be permitted in the courtroom. 10. The failure of any party to object to the designation of any document or information as Confidential for purposes of its use in this case shall not be deemed an admission that such document or information contains confidential material for any purpose other than as provided for in this Agreement/Order. Nothing contained in this Agreement/Order shall be deemed a consent or an acknowledgment by any party that any material designated by the other party is confidential or in fact contains confidential information for substantive legal purposes including, but not limited to, the above-captioned action, and the fact that a party has designated a document or information as Confidential hereunder, and that the opposing party has failed to object to that designation, shall not be admissible in the trial of this or any other matter. 11. This Agreement/Order shall be binding upon all parties by the execution hereof by counsel. Counsel specifically represent that they have authority to bind their clients hereto. This Confidentiality Agreement and Stipulation of Counsel shall be binding on each of the parties below upon execution by the party's counsel whether or not all parties have signed. 12. Modification Permitted. Nothing in this order shall prevent any party or other person from seeking modification of this Agreement/Order or from objecting to discovery that it believes to be otherwise conclusive. 13. No Waiver of Objections or Privilege. Nothing in this order shall be construed to waive the attorney-client or work product privileges or any other objection or privilege to or from discovery with respect to any document or information. We, the undersigned, on behalf of our respective clients, hereby agree and stipulate to the above and to the entry of an Order by the Court approving the same. HARTMAN, UNDERHILL & BRUBAKER, LLP Mark E. Lovett, Esquire 221 East Chestnut Street Lancaster, PA 17602 BUCHANANINGERSOLL PROFESSIONAL CORPORATION Jayson R. Wolfgang, Esquire Matthew C. Browndorf, Esquire One South Market Square 213 Market Street, Third Floor Harrisburg, PA 17101 Attorneys for Plaintiff Sam Garula Attorneys for Defendants KnowledgeSoft. Inc. and ADT Data Systems, Inc. CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 By 'Matthew C. Browndorf, Esquire DATE: July 11, 2000 ?- tt? ? [? 1_: ..... .l''_'.i ? _ C. 1?U ? :a _ .? ' ?' ? . ? _ _? U SAM GARULA, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION - LAW KNOWLEDGESOFT. INC. AND ADT DATA SYSTEMS, Defendants NO. 99-4232 CIVIL TERM AND NOW, this I" day of November, 2000, upon consideration of Defendants' Motion To Compel, a discovery conference is scheduled in chambers of the undersigned judge for Friday, December 29, 2000, at 3:00 p.m. J. Mark E. Lovett, Esq. 221 East Chestnut Street Lancaster, PA 17602 Attorney for Plaintiff Jayson R. Wolfgang, Esq. Matthew C. Browndorf, Esq. One South Market Square 213 Market Street, 3` Floor Harrisburg, PA 17101 Attorneys for Defendants P-.3-100 RXs :rc BY THE COURT, C'vt: rc\\SL?'^ III?JiY OCT 3 0 209#j SAM GARULA, IN THE COURT OF COMMON PLEAS Plaintiff V. CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, NO. 99-4232 Defendants ORDER AND now, this day of October, 2000, it is hereby ORDERED that the Motion to Compel of Defendants KnowledgeSoft.Inc. and ADT Data Systems is hereby GRANTED. Plaintiff is hereby directed to produce full and complete discovery responses, including all responsive documents, within five (5) days of the date of this Order, or suffer sanctions upon further application to this Court by Defendants in accordance with Pa.R.C.P. 4019. BY THE COURT: J. I N, r SAM GARULA, IN THE COURT OF COMMON PLEAS Plaintiff V. CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, NO. 99-4232 Defendants MOTION TO COMPEL OF DEFENDANTS KNOWLEDGESOFT.INC. AND ADT DATA SYSTEMS Defendants KnowledgeSoft.Inc. and ADT Data Systems, by and through their counsel, Buchanan Ingersoll Professional Corporation, file this Motion to Compel pursuant to Cumberland County Local Rule 4001-1, as follows: 13, 1999. Plaintiff Sam Garula initiated this action by Writ of Summons on or about July 2. After being ruled to do so, Plaintiff filed a Complaint on or about August 20, 1999. 3. According to the Complaint, Plaintiff claims that he was a participant in a joint venture with Defendants KnowledgeSoft.lnc. and/or ADT Data Systems, and that he is therefore entitled to a percentage of profits from "Internet related business activities" of the Defendant companies.! See Complaint. 4. Defendants KnoweldgeSoft.lnc. and ADT Data Systems filed an Answer with New Matter on or about October G, 1999, and Plaintiff filed a reply to Defendants' New Matter on or about October 21, 1999. ' ADT Data Systems is the former name of KnoweldgeSoft.lnc. 5. On January 27, 2000, Defendants served Plaintiff with a First Set of Interrogatories and Requests for Production of Documents. True and correct copies of Defendants' Interrogatories and Requests for Production of Documents are attached hereto as Exhibits "A" and "B," respectively. 6. On or about March 3, 2000, Defendants' counsel wrote to Plaintiffs counsel because Plaintiffs discovery responses were overdue. A true and correct copy of the letter of Defendants' counsel of Mach 3, 2000 is attached hereto as Exhibit "C." 7. On or about March 29, 2000, Plaintiffs counsel faxed to Defendants' counsel Plaintiffs informal written discovery responses. A true and correct copy of the fax received from Plaintiffs counsel on March 29, 2000 is attached hereto as Exhibit "D." 8. On or about March 30, 2000, Plaintiff served formal Answers to Defendants' Interrogatories on Defendants' counsel, but did not produce documents. 9. At the request of Defendants' counsel, Plaintiffs counsel copied and produced documents responsive to Defendants' Requests for Production on or about April 6, 2000. 10. On September 6, 2000, Defendants' counsel contacted Plaintiffs counsel to discuss the scheduling of depositions, including the deposition of Plaintiff Sam Garula. During that telephone conversation, Plaintiffs counsel disclosed to Defendants' counsel for the first time that Plaintiff had uncovered voluminous additional documents or print-outs of electronic files which were to be produced in discovery. This was confirmed in a letter from Defendants' counsel to Plaintiffs counsel dated September 7, 2000, a true and correct copy of which is attached hereto as Exhibit "E." 11. On October 5, 2000, Defendants' counsel wrote to Plaintiffs counsel, again asking for deposition dates for Plaintiffs deposition, to which Plaintiffs counsel did not respond. A true and correct copy of the letter of Defendants' counsel of October 5, 2000 is attached hereto as Exhibit "F." 12. On October 19, 2000, Defendants' counsel contacted Plaintiff's counsel by telephone to inquire about scheduling Plaintiffs deposition and the production of Plaintiffs additional documents. During that telephone conversation, Plaintiffs counsel identified Friday, November 10, 2000 for Plaintiff's deposition. 13. On or about October 26, 2000, Defendants' counsel served by facsimile and regular mail a Notice of Deposition, scheduling Plaintiff's deposition for Friday, November 10, 2000. A true and correct copy of the Notice of Deposition is attached hereto as Exhibit "G." 14. To date, Plaintiff has failed and refused to produce the additional documents identified by Plaintiffs counsel on September 6, 2000. 15. In order to avoid further delay in discovery, and particularly the scheduling of Plaintiff's deposition, Defendants have filed this Motion to Compel, seeking an Order compelling Plaintiff to produce full and complete discovery responses, including all responsive documents, within five (5) days of the entry of an Order granting this Motion. WHEREFORE, Defendants' KnoweldgeSoft.lnc. and ADT Data Systems respectfully request that this Court enter an Order granting Defendants' Motion to Compel, compelling Plaintiff to produce full and complete discovery responses, including all responsive documents, or suffer sanctions upon further application to this Court in accordance with Pa.R.C.P. 4019. Respectfully submitted, BUCHANANINGERSOLL PROFESSIONAL CORPORATION By:=-i? Jaysol R. Wolfgang, Eso?fl'ro j I.D. #62076 ?/ Matthew C. Browndorf, Esquire I.D. #81915 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: October 27, 2000 Exhibit A 4. s n IN THE COURT OF COMMON PLEAS CUMBERLAND COUN'rY, PENNSYLVANIA SAM GARULA, CIVIL ACTION -LAW Plaintiff V. No. 99-4232 Civi I Term KNOWLEDGESOFT. INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants DEFENDANTS' INTERROGATORIES ADDRESSED TO PLAINTIFF TO: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 PLEASE TAKE NOTICE that you are hereby required, pursuant to Pa. R. Civ. P. 4005, as amended, to serve upon the undersigned a copy of your individual answers and objections, if any, in writing and under oath to the following Interrogatories within thirty (30) days after service of the Interrogatories. The Answers shall be inserted in the space provided. If there is insufficient space to answer an Interrogatory, the remainder of the Answer shall follow on a supplemental sheet. These shall be deemed to be continuing Interrogatorics..If, between the time of your Answers and the time of the trial of this case, you or anyone acting on your hchall; learn orally further information not contained in your Answers, you shall promptly furnish said information to the undersigned by Supplemental Answers. BUCHANANINGERSOLL PROFESSIONAL CORPORATION Fay: Sov? J Jack . Stover, Esquire?? 1.D. t{8051 Jayson R. Wolfgang, Esquire I.D. #62076 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: January27, 2000 INSTRUCTIONS The following instructions and definitions form an integral part of these interrogatories, and the interrogatories are to be read in accordance with these instructions and definitions. 1. "Document": the tens "document" means any written, printed, typed, or other graphic matter of any kind or nature, written, electronic or otherwise, however produced or reproduced, whether sent or received or neither, including drafts and copies bearing notations or marks not found on the original, and includes, but is not limited to: (a) all contracts, agreements, representations, warranties, certificates, opinions; (b) all letters or other forms of comspondence or communication, including envelopes, notes, telegrams, cables, telex messages, messages (including reports, notes, notations and memoranda of or relating to telephone conversations or conferences), faxes, electronic communications including electronic mail ore-mail; (c) all memoranda, reports, test resulls, financial statements or reports, notes, transcripts, tabulations, studies, analyses, evaluations, projections, work papers, corporate records or topics thereof, lists, comparisons, questionnaires, surveys, charts, graphs, sununarics, extracts, statistical records, compilations; (d) all desk calendars, appointment books, diaries; (e) all books, articles, press releases, magazines, newspapers, booklets, circulars, bulletins, notices, instructions, manuals; (f) all minutes or transcripts of all meetings; (g) all photographs, microfilms, phonographs, tapes or other records, punch cards, magnetic tapes, discs, data cells, drums, print-outs, and other data compilations from which information can be obtained. ll. "Communication': The tern "communication" means not only oral communications but also any "documents" (as such terns is defined in paragraph I above), whether or not such document or the information contained therein was transmitted by its author to any other person. Ill. IderitifV% "Identity" or "Identification': A. When used in reference to a natural person, the terns "identify", "identity" or "identification" mean to provide the following information: (i) full name; (ii) present or last known business and residence addresses; (iii) present or last known business affiliation; and (iv) present or last known business position (including job title and a description ofjob functions, duties and responsibilities). 13. When used with reference to any entity other than a natural person, state: (i) its full name; (ii) the address ol'itsprincipa lplaceofbusiness; 4 ¦?. (iii) thejurisdiclion under the laws of which it has been organized or incorporated and the date of such organization or incorporation; (iv) the identity of all individuals who acted and/or who authorized another to act on its behalf in connection with the matters referred to; (v) in the case of a corporation, the names of its directors and principal officers; and (vi) in the case of an entity other than a corporation, the identities of its partners or principals or all individuals who acted or who authorized another to act on its behalf in connection with the matters referred to. C. When used in reference to a document, the terms "identify", "identity" or "identification" mean to provide the following infommation: (i) the nature of the document (e.g., letter, contract, memorandum) and any other information (i.e., its title, index or file number) which would facilitate in the identification thereof, (ii) its date of preparation; (iii) its present location and the identity (as defined in paragraph III(A) hereof) of its present custodian or, if its present location and custodian are not known, a description of its last known disposition; (iv) its subject matter and substance or, in lieu thereof, annex a legible copy of the document to the answers of those interrogatories; (v) the identity (as defined in paragraph III(A) hereof) of each person who performed any function or had any role in connection [herewith (i.c, author, contributor of information, recipient, etc.) or who has any knowledge; and (ci) if the dOCllmc]ll has been destroyed or is othmvise no longer in existence or cannot be found, the reason why such document no longer exists, the identity (as defined in paragraph 111(A) hercoo of the people responsible for the document no longer being in existence and of its last custodian. D. When used in connection with communication, the terms "identify", "identity" and "identification" mean to provide the following information: (i) its general nature (i.e., conference, Iclephonic communica(ion, etc.); (ii) the time and place of its occurrence; (iii) its subject matter and substance; (iv) the identity (as defined in paragraph III(A) hereof) of each person who performed any function or had any role in connection therewith or who has any knowledge thereof together with a description of each such person's function, role, or knowledge; and (v) the identity (as defined in paragraph III(B) hereof) of each document which refers thereto or which was used, referred to or prepared in the course or as a result thereof. IV. "Describe" or "Description": A. When used with respect to any act, action, accounting, activity, audit, practice, process, occurrence, occasion, course of conduct, happening, negotiation, relationship, scheme, communication, conference, discussion, development, service, transaction, instance, incidence or event, the terms "describe" or "description' mean to provide the following iulonnation: (i) its general nature; (ii) the time and place thereof; (iii) a chronological account setting forth each clement thereof, what such clement consisted of and what transpired as part thcreol; G (iv) the identity (as defined in paragraph III(A) hercoo of each person who perforated any function or had any role in connection therewith (i.e., speaker, participant, contributor or inforntalion, witness, etc.) or who has any knowledge thereof together with a description of each such person's function, role or knowledge; (v) the identity (as defined in paragraph III(I3) hereof) of each document which refers thereto or which was used, referred to or prepared in the course or as a result thereof, and (vi) the identity (as defined in paragraph III(C) hereof) of each oral communication which was a part thereof or referred thereto. Q. When used in connection with any calculation or computation, the ternis "describe" or "description" mean to provide the following information: (i) an explanation of its meaning (including the nature, source and meaning of each component part thereof); (ii) an explanation of the manner in which it was derived; (iii) the idcnlity (as defined in paragraph Ill(A) hereof) of each person who perfonmcd any function with respect thereto and a description of his function; (iv) the identity of each document (as defined in paragraph 111(13) hereoq which refers thereto or which was used, referred to or prepared in the course or as a result thereof; and (v) the identity (as defined in paragraph III(C) hereof) of each oral conununication which occurred in the course of the preparation thereofor which referred thereto. V. "Factual basis": The term "factual basis" means (A) set forth each item of information upon which the allegation, contention, claim or demand to which it pertains is based, and (13) with respect to each such item of infommation, identify cacti person having knowledge 7 thereof and identify and describe (as defined in paragraph III and IV hereof) each source thereof including but not limited to each document, oral communication, act, action, activity, accounting, negotiation, practice, process, occurrence, occasion, course of conduct, happening, relationship, scheme, conference, discussion, development, service, instance, incident, event, calculation and computation upon which you rely with respect thereto. V1. "Relates to" or "thereto": The terms "relates to" or "thereto", "relating to" or "thereto" when used in connection with any act, action, activity, accounting, practice, process, occurrence, occasion, course of conduct, contractual provision or document, happening, relationship, scheme, conference, discussion, development, service, instance, incident, event, etc., means used or occurring or referred to in the preparation therefore, or in the course thereof, or as a consequence thereof, or referring thereto. VII. Answer by Reference to DOCtImCI : If any interrogatory is answered by reference to a document or group of documents, with respect to each such interrogatory answer, identify (as defined in paragraph III(C) hereof) the specific document or documents containing the requested information. Vlll. "Person": The terni "person" means all natural persons, corporations, partnerships or other business associations, public authorities, municipal corporations, stale governments, local govcnuncnts, all governmental bodies, and all other legal entities. INTERROGATORIES 1 . IdentifyalI persons participating in the answeringofthese Interrogatories, including the name and address for each. ANSWER: 2. Identify the following with regard to Internet Connections Coiporation, as referred to in paragraph 3 of the Complaint: a. "file dale of incorporation; b. The slate where Internet Connections Corporation was incorporated; C. The names and addresses of the incorporaters of Internet Connections Corporation; d. The names and addresses of all members of the Board of Directors of Internet Connections Coq)oration'from the date of its incorporation to the present, and identify for each their position, if any, on the Board; C. The names and addresses of each executive officer of Internet Connections Cognoralion from the date of its incorporation to the present, setting forth for each their position and identifying the tine period during which each officer served in that position; and f. Identify the nature of cognorate ownership (i.e., closely held, publicly traded, etc.) and set forth the names and addresses of all shareholders. ANSWER: 3. Set forth the factual basis for the assertion in paragraph 5 of the Complaint that "Plaintiff suggested to the Defendant's President, Alan D. Todd, and others, on numerous occasions that he had a business idea for getting the Defendants involved in the internet." For each communication, whether written, verbal or electronic, set forth the dale and lime and identify the nature of the coinmmnication (i.e., verbal, written, electronic, etc.) and identify each person who participated in the communication. ANSWER- 4. Set forth the factual basis for the assertion in paragraph 5 of the Complaint that "[d]uring 1994 and early 1995 ... the Defendants did not have any personnel knowledgeable about the Internet." ANSWER: 12 Identify, by name and address, evcryperson, company, corporation or other addressee to whom or which Plaintiff sent a copy of the °whitc letter" referenced in paragraph G of the Complaint and allegedly attached thereto as Exhibit "A." ANSWER: I3 G. Attached hereto as Exhibit "A" is a copy of an unsigned letter dated November 1, 1994 addressed to Alan Todd, President of ADT Data Systems, Inc. from Plaintiff, Sam Garula, which was included in the materials attached to the Complaint as Exhibit "A." Identify the following with regard to the letter: a. The date the letter was written; b. The date the letter was mailed to Alan Todd; C. Whether a copy of the letter, signed by Plainti ff, Sam Garula, exists; and d. Identify the computer and word processing hardware and software used to write the letter, as well as the present location and ownership thereof. ANSWER: 14 7. Attached hereto as Exhibit "B" is a document titled "Internet Opportunities by Sam Garula" and dated November I, 1994. State the following with regard to this document; a. The date the letter was written; b. The date the letter was mailed to Alan Todd; C. Whether a copy of the letter, signed by Plaintiff, Sam Garula, exists; and d. Identify the computer and word processing hardware and software used to write the letter, as well as the present location and ownership thereof. ANSWER: 15 8. Set forth the factual basis for the assertions in paragraph 7 of the Complaint that ,,when the Plaintiff explained that if Defendants did not want to enter into a business relationship with him, he would pursue the opportunities on his own or with others, the Defendants chose to enter into a business relationship with the Plaintiff as described below." ANSWER: 16 9. Identify, by name and address, every person who participated in the "negotiations between the parties" referred to in paragraph 8 of the Complaint, including the identity of the person(s) who drafted the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. ANSWER: 17 10. Set forth the factual basis for the assertion in paragraph 9 that" [a]t the time the Defendants executed the Agreement, the Defendants core business was NOVELL LAN Engineering and Consulting, Insulation and Service, administration and support, made-to-order Microsoft Windows applications, Health Desk support, PC user draining and a proprietary software product named LOIS." ANSWER: IS 1 1. Set forth the factual basis for the assertions in paragraph 10 of the Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet products, services or support. They had no Internet specific capabilities, the Internet was not used in their day-to-day operations and they had no employees fluent in Internet issues." ANSWER: 19 12. Set forth the factual basis for (lie assertions in paragraph I I of (lie Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet classes or training and no Internet business plan." ANSWER: 20 13. Set forth the factual basis for the assertions in paragraph 12 of the Complaint that "[t]he name 'The Web Works' was .. dropped because another company already had rights to its use." ANSNVER: 2l 14. Set forth the factual basis for the assertion in paragraph 12 of the Complaint that "f Qhe parties thereafter initially conducted business under the name of Defendant ADT Data Systems, Inc." ANSWER: 22 15. Set forth the factual basis for (lie assertion in paragraph 13 of (lie Complaint that "the Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of the Defendants, to the exclusion of any and all other opportunities." Please define and describe Plaintiff's "Internet focus, research and development activities" and identify every opportunity excluded as a result of Plaintiffs pledge thereof for the benefit of Defendants. ANSWER: 1 6. Set forth the factual basis for the assertions in paragraph 14 of the Complaint that Plaintiff "personally train[ed], tutor[ed] and develop[ed] the Defendants' executives, employees and staff at all levels regarding Internet technologies and their integration and incorporation in the core business of the Defendants." ANSWER: 24 17. Set forth the factual basis for the assertions in paragraph 15 of the Complaint that "[u]nder the Agreement, the Plaintiff would be personally responsible for supporting sales and marketing, research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of the Defendants." Please define and describe the terms "supporting sales and marketing, research and development," "conducting Internet seminars and consulting with existing customers and new prospects" and "promoting the new Internet activities of the Defendants." ANSWER: 25 18 Set forth the factual basis for the assertions in paragraph 16 of the Complaint that "Defendants, pursuant to the Joint Venture Agreement, agreed, among otherthings, to provide all contracting language, accounting, billing and collection for Internet related sales activities, to provide equipment in the Internet web server and other necessary hardware, and to provide sales personnel and customer lists for promoting new Internet products, as well as to provide the administrative support for the new joint venture." ANSWER: 26 19. Define and describe "Internet related produces and service sales" as used in paragraph 17 of the Complaint. ANSWER: 27 20. Set forth the factual basis for the assertions in paragraph 18 of the Complaint that "the parties achieved various business milestones" including, but not limited, to those listed in paragraph l 8(a-b) of the Complaint. ANSWER: 28 21. Set forth the factual basis for the assertions in paragraph 19 of the Complaint that "Plaintiff contributed" to the joint venture including, but not limited to, those items listed in paragraphs 19(a-11) of the Complaint. ANSWER: 29 22. Set forth the factual basis for the assertions in paragraph 20 of the Complaint that "Plaintiff was heavily involved in all aspects of the Joint Venture Agreement's Internet related activities." ANSWER: ;n 23. Set forth the factual bases for the following assertions in paragraph 21 of the Complaint: a. That "Plaintiff was asked by the Defendants if he would refocus his contribution under the Joint Venture Agreement to the development of teaching curriculum and teaching training classes on Internet related activities and products, as well as teaching other computer classes that were non-Internet related;" b. That "Plaintiff complied with Defendants' request to change his duties and responsibilities under the Joint Venture Agreement;" C. That "Plaintiff was neither asked by the Defendants nor did he agree to have his compensation changed under the Joint Venture Agreement;" and d. That "Plaintiff and all other aspects of the Joint Venture Agreement would remain the same." ANSWER: 31 24. Set forth the factual basis for the assertions in paragraph 23 of the Complaint that "Plaintiff attempted often during the latter half of 1997 and early 1993 to meet with Alan D. Todd, the President and CEO of Defendant, to discuss his equity in the joint venture" and that "Plaintiff's many efforts were ignored," and include the date and time of any communications relating thereto, whether written, verbal, eiectronic or otherwise. ANSWER: 32 25. Set forth the factual basis for the assertions in paragraph 24 of the Complaint that "Mr. Todd told the Plaintiff" in April of 1998 that "he believed that the Joint Venture Agreement had ended years previously" and that Mr. Todd "acknowledg[ed] that the Defendants had neither notified the Plaintiff in any manner that the agreement was terminated nor that they were even considering ending thejoint venture," and include the date and time of any communications relating thereto, whether written, verbal, electronic or otherwise. ANSWER: ?; 26. Set forth the factual basis for the assertions in paragraph 25 of the Complaint that at the April, 1998 meeting "Mr. Todd ... intentionally withheld from the Plaintiff the fact that the Defendants had already signed an Agreement to sell their training services division (including Internet related class curriculums which the Plaintiff developed, taught and had a financial stake in pursuant to the joint Venture Agreement), to Intel limark of PA, a subsidiary of Staff Mark, Inc," and include the date and time of any communications relating thereto, whether written, verbal, electronic or otherwise. ANSWER: ;d 27. Identify how and from whom Plainliff learned of the Intellimark sale, as described in paragraph 26 of the Complaint, including the source(s) of information, when communicated and how (i.e., verbal, written, electronic, etc.). ANSWER: 35 28. Set forth the factual basis for the assertions in paragraph 28 of the Complaint that "Defendants presently or almost exclusively involved in Internet related technology, product delivery systems and sales and service activities" Please define and describe "Internet related technology, "'product delivery systems" and "sales and service activities" as used in paragraph 28 of the Complaint. ANSWER: 36 29. With regard to the world wide web site using the domain name " PIS.com;' state the following: a. the dale(s) the site was established and modified; b. the identification of every person who participated in the establishment and/or modification of the site; and c. the amount of annual revenue generated by the site from 1994 to the present. ANSWER: ;7 30. Identify by name (including make, model, bard drive capacity, memory and any other',nown specifications), location and current owner every computer, personal computer, work station, CPU, server or other device used by Plaintiff from January I, 1994 to the present in connection with Internet related goods and services and Internet related business activities relating to the Joint Venture Agreement which is the subject of this action. ANSWER: 31. Identify every Interncl domain name, URL, address, trademark, service mark and/or trade name for every world wide web site created, developed or modified in relation to the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. ANSWER: 39 32. Identify, by name and address, every person likely to have information relevant to Defendant's Interrogatories and Requests for Production of Documents and/or Plaintiffs answers and responses thereto, and for each identify by number the Interrogatory(ics), Request(s) for Production, answer(s) or response(s). ANSWER: 40 r ?1 Alan Todd, President ADT Data Systems, Inc. 5000 Ritter Road Suite 103 Mechanicsburg, PA 17055 November 1, 1994 Alan: I am enclosing the details of an idea I talked with you about recently concerning us introducing a "Business and User Internet Training" product together that we can offer to Central Pennsylvania business, and public generally. rm very excited, Alan, about the potential for success and the opportunities for prosperity an Internet user course will provide. Pm anxious to start right away) Please review this material and rll call you toward the end of the week to set a date and time when the two of us can flush-out the details to this unique product and offering. In the mean time, Pm available to answer your questions at any time and can be reached at my office: 737 - 4324. Thank you for your interest. I know this opportunity will be very profitable for both of us. Sincerely, Sam Garula President and Chief Executive 0 Internet Opportunities Internet Opportunities By Sam Garula November 1, 1994 ABSTRACT Introduction Presently, 15 million homes in the United States have computers and the trend is growing 30% annually. By the year 2000 an estimated 35 million homes will have at least one computer. Con- current to the linear growth of home computer sales is the exponential growth of Internet. Begun in the late 1960's as an experiment in connectivity by the US Department of Defense, Internet today incorporates thousands of networks linking together over 1.3 million computers in 100 countries worldwide. Time magazine recently reported that Internet nodes, domains and networks is growing so rapidly by the year 2000 the number of connected or associated systems will likely surpass 3 million. Time also found the number of users accessing Internet is growing at the rate of 1 million+ each month. Originally designed to interconnect government research and communications, Internet capacity grew quickly during the 1970's and mid-1980's as universities and other research centers estab- lished dedicated hosts (nodes) and added them to the network. Today, this segment of Internet comprises approximately 40% of total Internet site resource. By the late 1980% as Internet continued expanding, another segment emerged and today is the fastest growing user of Internet resources: Business. As accessibility and popularity grows, business will build electronic storefronts along the Internet super highway. Predictions for Internet in the year 2000 suggest commercial domain registrations will increase from a current level of 51% of all registration applications, to more than 70% by the close of the decade. The rush to establish business presence on Internet is being fueled by the buying power potential of 100 million+ users by the turn of the century. Internet Connections Corporation Telephone: (717) 737-4324 Page 2 or7 How Business Can Benefit From Internet Beyond the mere competitive advantage of vast information resources, Internet offers business the ways and means to: • Contain cost and easily • Transmit business data and information utcklfs • Interconnect widely separated geographical • Collaborate on product or service design and development • Retrieve and utilize vast amounts of industry related information • Manage corporate logistics like telecommuting, hoffices, etc, • Market and sell products or services globally • Train employees in virtual classrooms • Provide customer support 24 hours a day, 7 days a week. The advantages of incorporating Internet into strategic planting are clear. A five minute search of Internet easily identifies 767 commercial; 22 government; 19 non-profits; 15 state, city and town; and 15 other Internet virtual storefronts. The future is plain to see. The Internet Gold Rush is on. With its resources expanding exponen- tially, bringing the capability to deliver product, service and support direct to customers and buyers, Internet is creating a new market. A new market easily valued into the hundreds of millions of dollars in annual revenues and cost savings. How To Support Business Internet Use To captialize on the Internet opportunity, corporations and businesses will require: 1. Expert advice and direction about how and what to hook onto Internet 2. Consultation in incorporating Internet in strategic planning of sales and marketing, business operations, product development, market research and customer support 3. User training in Internet applications for employees, suppliers, customers and the "buying public" in general. These three items--equipment and connection, planning and implementation, training a dim that mum use benefit--cover the spectrum of corporate Internet presence. consulting pract be indispensable offered business customers these services, and provided on-going support, and worth its weight in gold. Internet Connections Corporation Telephone: (717) 7374323 Page 3 of 7 lntemet Use Today User activities on Internet today generally fall into one or more of these four categories: He Exchange (ftp): Up/Downloading of information, 45% T- 50% alk, others, 25% Transmission Control Protocol (TCP): Relay Internet Chat, Mail and USENET, 20% Other miscellaneous uses, 69/6. What these statistics show is that Internet today is used primarily for posting, disseminating or retrieving information whether software, documentation, statistics, communique-newsgroups- email, product revision, help or support. This use profile accounts for 70% of all data traffic which, in 1993, measured 6.5 trillion bytes. Traffic flow will only increase as ISP's (Internet Service Providers)-sellers and re-sellers of Internet rampways--proliferate to meet the demand of 1 million+ new users each month. In addition, recent studies concerning business use of Internet show the top 30 companies pres- ently collecting 10 times the amount of information they are'sending out. What Internet Services Are Available Today Numerous client software packages are available commercially and are often provided by ISP's at the time a new user signs-up. NetManage's Chameleon TCP/IP software for Windows or Mac, for example, is among the most popular and offers a wide range of Internet tools including Telnet, Rp, SMTP Mail, News reader, Ping, Finger, Whols, etc. Internet itself serves as a repository and archive for other network tools like Mosaic, Cello, World Wide Web, HGopher, Veronica, Archie, Spider, and others. But availability of Internet tools is not the problem. Seasoned users of Internet know the system performs best with a "get-what-you-need-and-get-out" approach to network use. 1 million+ new users per month raises concern within Internet circles because this demand for access will further tax system capacity, availability and processor time. -Specific concern focuses on how new, inexperienced users generally connect for long periods of time (because they lack good search and retrieval skills), drive traffic flow higher (by grabbing everything in sight), and are more frequently the cause of "primetime clogs" in the Internet system. It is widely acknowledged that a trained user of Internet is a productive and efficient user. Rea- soning goes that the Internet community will benefit as a whole if everyone accessing the system has the right skill and tools for using it. Internet Connections Corporation Telephone: (117) 737-3324 Page 4 of 7 The reality today, however, is there are no training classes about Internet use and practice. In- stead new users "learn on the fly", further exacerbating the problem. A Proposal For Partnership Between Internet Connections Corporation and ADTData Systems, Inc. In Providing Business and User Internet Training Synopsis Principles to this partnership shall be known as "Internet Connections Corporation" and ADT Data Systems, Inc., both duly registered names. Internet Connections Corporation and ADT Data Systems, Inc., together, will be Central Pennsylvania's source for quality consulting and training in: 1. Equipment, connection and networking on Internet 2. Daily use of Internet in business and public operations Marketing rnnd Awareness To increase awareness throughout Central Pennsylvania about Internet potential and availability, marketing seminars wil(held. Seminars will introduce cost, connection, equipment, administra- tion, maintenance and upkeep options now available for corporate use or presence on Internet. Materials for these seminars will be provided by Internet Connections Corporation. The expectation of these seminars is to close 1 in 10 attendee's as Internet customers. Internet Connections Corporation Telephone: (717) 737.4324 page 5 of 7 success Through Partnership ADT Data Systems, Inc. is recognized for quality and expertise in networks, operating systems and service. Internet Connections Corporation knowledge of software tools and classroom teaching methods is acknowledged as professional and value-added. . Marketing seminars to introduce "Business and User Internet Training" will be advertised by ADT Data Systems, Inc and convened at its facilities. Optimally these accommodations include a live Internet connection for demonstrating features and virtual storefront capabilities. Internet Connections Corporation and ADT Data Systems, L'c. will serve as partners in new customer development, implementation and turnkey operation of Internet. Training For Corporate and Public Internet Users Internet Connections Corporation will deliver Internet training in: 1. PC devices, requirements, configurations and connections, 2. NewsReading, virtual marketing and information repositories 3. Navigating with: Mosaic HGopher World Wide Web ftp Telnet USENET News reading, collaboration and email Bookmarking, annotating, finding and identifying market created by ISP sales of Internet connections at classes in the evening will target the after affordable prices. Instruction will focus more on the home Internet user. Corporate training will emphasize Internet instead as a desktop means to deliver or retrieve information fast and effi- ciently, with value added. Internet Connections Corporation Telephone: (717) 737-4324 Page 6 of 7 Training overall will describe Internet as a privilege shared through responsible practice, conduct and cooperation among fellow users. Discussion about appropriate Internet use will include classroom conversation about: "Netiquette": Conduct and content in Internet use Best practice: Search, trarrsmission and retrieval methods Common use practice: What, and what not, to do on Internet. At the completion of training, a signed, numbered and seated. Certificate of Completion acknowl- edging Internet Proficiency will be awarded to each attendee. Necessities To facilitate enrollment, Intei7ret Connections Corporation and ADT Data Systems, Inc. Will service the home Internet market by: • Pre-enrolling attendee's with an ISP. Students will use their personal Internet accounts during actual classroom instruction. • Offering Internet training totaling fifteen (15) hours • Holding evening classes over five (5) consecutive evenings; between 6 pm and 9 pm; Monday through Friday, daytime classes for business • Provide a first-come-first-served enrollment and registration process. An ISP might provide wholesale blocks of Internet access in return for using their software package for purposes of this training. Internet Vito The Future With its popularity growing by 1 million+ new users per month, Internet will undoubtedly become a mainstay for business operation, buyer convenience and customer support. Early estimates place the value of the booming Internet market into the billions of dollars annually. Internet Connections Corporation Telephone: (717) 737-4324 Page 7 of 7 Through this partnership Internet Connections Corporation and ADT Data Systems, Inc- will be recognized as pioneers in Pennsylvania's Internet developroeat, and become the undisputed leaders in quality Internet planning, implementation and training. A partnership right for the times! Sincerely, 114TERNET CONNECTIONS CORPORATION Sam Garula President and Chief Executive samginpa@epix.net CERTIFICATE OF SERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Jayso R. Wolfgang, Esqu' DATE: January 27, 2000 ~ Exhibit B ... ®` ® cmoi? ..um o?az;emz nonamanr IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, : CIVIL ACTION - LAW Plaintiff V. . No. 99-4232 Civil Term KNOWLEDGESOFT. INC. and ADT DATA SYSTEMS, : JURY TRIAL DEMANDED Defendants DEFENDANTS FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DIRECTED TO PLAINTIFF To: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Defendants, K iowledgeSoft. Inc. and ADT Data Systems, requests you to produce copies of or for copying the following documents, within thirty (30) days of service of this Request at the offices of Buchanan Ingersoll, 213 Market Street, Third Floor, Harrisburg, Pennsylvania 17101. INSTRUCTIONS AND DEFINITIONS L Definitions The following ternis have the designated meanings when used herein: A. The term "identify" shall have the following meanings: (I ) When referring to a person or persons, the term shall mean a statement of (lie current name, address of residence, business address, telephone number, present or last known employer, officer titles held, job description and nature of affiliation with any party to this litigation with respect to each person about whom information is sought. (2) When used with respect to an action (including any omission, communication, occurrence, statement or conduct, all of which shall be collectively referred to in this paragraph as the "action"), the term refers to a description of the substance of the events constituting the action, a statement of the date on which the action occurred, an identification of each and every person participating in the action, an identification of all other persons present when the action occurred, a statement as to whether minutes, notes, memoranda or other records exist with respect to the action, and identification of the person or persons presently having possession, custody or control of such documents. (3) When used with respect to a document, the term refers to the provision of the following information: (a) The date of the document; (b) The title of the document; (c) Any identifying number on the document; (d) Any identifying designation for the document; (e) A description of the document; (t) The subject matter of the document; (g) The name, title, address and telephone number of each person who wrote, signed, prepared, dictated, participated in preparation of created, initialed or otherwise had any function respecting preparation of the document or review of the document; (h) The name, title, address and telephone number of each addressee on the document as well as the same for each person receiving a copy of the document; (i) The present location of the document and the name and address of the custodian of the document; (j) If a document is not an original, the location, name and address of the custodian of the original; and (k) Any other designation necessary to identify the document for purposes of obtaining a copy thereof. B. The term "documents" when used herein shall mean all written, typed, printed, recorded or graphic matter of every type and description, however and by whomever prepared, produced, reproduced, disseminated or made, in any form, written, electronic or otherwise, now or formerly in the possession, custody, or control of the party to whom this Request is addressed, its officers, agents, employees and attorneys, or any of them, including, but not limited to letters, correspondence, telegrams, memoranda, records, minutes of all types of meetings, contracts, subcontracts, agreements, intra and interoffice communications, purchase orders, requisitions, plans, studies, summaries, analyses, results of investigations, reviews, bulletins, proposals, estimates, appraisals, recommendations, critiques, trip reports, engineering calculations, bills of materials, drawings, sketches, blueprints, charts, indices, notices, diaries, books, desk calendars, appointment books, messages, instructions, work assignments, notes, notebooks, tape recordings, partial or complete reports of telephone conversations, photographs, slides, public statements, newspaper or other media releases, public and governmental filings, opinions, and any other writings, drawings or recordings. If any document was, but is no longer, in the possession of the party to whom this Request is addressed or subject to such party's control, identify the document. C. When used herein, the term "person" shall mean any individual, partnership, joint venture, firm, association, corporation or business or any governmental or legal entity. D. When used herein, the term "communication" shall mean any and all transmissions of information, the information transmitted, the process by which the information is transmitted and the term shall expressly be inclusive of all written and oral communications. E. When used herein, the term "relate to", "relating to" or "in relation to" shall mean constituting, reflecting, representing, supporting, contradicting, referring to, stating, describing, recording, noting, embodying, containing, mentioning, studying, analyzing, discussing, evaluating, or relevant to. As indicated, the term necessarily includes information which is in opposition to as well as in support of the position(s) and claim(s) of the party to whom the Request is addressed. F. When used herein the term "reflect" shall mean embody, contain, record, note, refer to, relate to, describe, be relevant to, state or mention. It. General Instructions A. Whenever a request for documents is framed in the conjunctive, it shall also be taken in the disjunctive and vice versa. B. Whenever a request for documents is framed in the singular, it shall betaken in the plural, and vice versa. 4 C. The use of any tense of any verb shall be considered also to include within its meaning all other tenses of the verb so used. D. A11 documents produced shall be segregated and identified by the paragraphs to which they are primarily responsive. Where required by a particular paragraph of this Request, documents produced shall be further segregated and identified as indicated in that paragraph. For any documents which are stored or maintained in files in the normal course of business, such documents shall be produced in such files, or in such a manner as to preserve and identify the file from which such documents were taken. E. If you object to the production of any document on the grounds that the attorney-client, attorney work-product or any other privilege is applicable thereto, you shall, with respect to that document: (1) State its date; (2) Identify its author; (3) Identify each person who prepared or participated in the preparation of the document; (4) Identify each person who received it; (5) Identify each person from whom the document was received; (G) State the present location of the document and all copies thereof; (7) Identify each person who has ever had possession, custody or control of it or a copy thereof, and (8) Provide sufficient information concerning the document and the circumstances thereof to explain the claim of privilege and to pemmit the adjudication of the propriety of that claim. F. All documents produced in response to this Request shall be produced in Coto notwithstanding the fact that portions thereof may contain information not requested, shall include interim as well as final editions of a document, and shall include all editions or copies of a document which are not identical to (whether due to handwritten notations, or revisions, or otherwise) the original or other produced copy of a document. G. This Request shall be deemed to be continuing so as to require a supplemental answer by the person to whom this Request is directed, or such person's agents, employees, representatives or attorneys obtain such information between the time of response hereto and trial of this case. II. Documents The Production Of Which Is Requested Hereby Copies of the Articles of Incorporation for Internet Connections Corporation. 2. Copies of all documents relating to the assertion in paragraph 5 of the Complaint that "Plaintiff suggested to the Defendant's President, Alan D. Todd, and others, on numerous occasions that he had a business idea for getting the Defendants involved in the intemet." 3. Copies of all documents reflecting or containing the name and address, every person, company, corporation or other addressee to whom or which Plaintiff sent a copy of the "white letter" referenced in paragraph 6 of the Complaint and attached thereto as Exhibit "A." 4. Copies of all documents relating to the document included in Exhibit "A" to the Complaint and titled "Internet Opportunities by Sam Garula," dated November 1, 1994. 5. Copies of all documents relating to the assertions in paragraph 7 of the Complaint that "when the Plaintiff explained that if Defendants did not want to enter into a business relationship with him, he would pursue the opportunities on his own or with others, the Defendants chose to enter into a business relationship with the Plaintiff as described below." 6. Copies of all documents relating to "negotiations between the parties" referred to in paragraph 8 of the Complaint. 7. Copies of all documents relating to the assertion in paragraph 9 that "[alt the time the Defendants executed the Agreement, the Defendants core business was NOVELL LAN Engineering and Consulting, Insulation and Service, administration and support, made-to-order Microsoft Windows applications, Health Desk support, PC user training and a proprietary software product named LOIS." 8. Copies of all documents relating to the assertions in paragraph 10 of the Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet products, services or support. They had no Internet specific capabilities, the Internet was not used in their day-to-day operations and they had no employees fluent in Internet issues." 9. Copies of all documents relating to the assertions in paragraph 11 of the Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet classes or training and no Internet business plan." 10. Copies of all documents relating to the assertions in paragraph 12 of the Complaint that "[t]he name `The Web Works' was ... dropped because another company already had rights to its use." 11. Copies of all documents relating to the assertion in paragraph 12 of the Complaint that "[t]he parties thereafter initially conducted business under the name of Defendant ADT Data Systems, Inc." 12. Copies of all documents relating to the assertion in paragraph 13 of the Complaint that "the Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of the Defendants, to the exclusion of any and all other opportunities." 13. Copies of all documents relating to the assertions in paragraph 14 of the Complaint that Plaintiff "personally train[ed], tutor[ed] and develop[ed] the Defendants' executives, employees and staff at all levels regarding I nternet technologies and their integration and incorporation in the core business of the Defendants." 14. Copies of all documents relating to the assertions in paragraph 15 of the Complaint that "[u]nder the Agreement, the Plaintiff would be personally responsible for supporting sales and marketing; research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of the Defendants." 15. Copies of all documents relating to the assertions in paragraph 16 of the Complaint that "Defendants, pursuant to the Joint Venture Agreement, agreed, among other things, to provide all contracting language, accounting, billing and collection for Internet related sales activities, to provide equipment in the Internet web server and other necessary hardware, and to provide sales personnel and customer lists for promoting new Internet products, as well as to provide the administrative support for the new joint venture." 16. Copies of all documents relating to the "hitemet related products and service sales" as used in paragraph 17 of the Complaint. 17. Copies of all documents relating to the assertions in paragraph 18 of the Complaint that "the parties achieved various business milestones" including, but not limited, to those listed in paragraph 18(a-b) of the Complaint. 18. Copies of all documents relating to the assertions in paragraph 19 of the Complaint that "Plaintiff contributed" to the joint venture including, but not limited to, those items listed in paragraph 19(a-h) of the Complaint. 19. Copies of all documents relating to the assertions in paragraph 20 of the Complaint that "Plaintiff was heavily involved in all aspects of the Joint Venture Agreements Internet related activities." 9 20. Copies of all documents relating to the following assertions in paragraph 21 of the Complaint: a. That "Plaintiff was asked by the Defendants if he would refocus his contribution under the Joint Venture Agreement to the development of teaching curriculum and teaching training classes on Internet related activities and products, as well as teaching other computer classes that were non-Intemet related;" b. That "Plaintiff complied with Defendants' request to change his duties and responsibilities under the Joint Venture Agreement;' C. That "Plaintiff was neither asked by the Defendants nor did he agree to have his compensation changed under the Joint Venture Agreement;" and d. That "Plaintiff and all other aspects of the Joint Venture Agreement would remain the same." 21. Copies of all documents relating to the assertions in paragraph 23 of the Complaint that "Plaintiff attempted often during the latter half of 1997 and early 1998 to meet with Alan D. Todd, the President and CEO of the Defendants, to discuss his equity in the joint venture" and that "Plaintiffs many efforts were ignored." 22. Copies of all documents relating to the assertions in paragraph 24 of the Complaint that "Mr. Todd told the Plaintiff"in April of 1998 that "he believed that the Joint Venture Agreement had ended years previously" and that Mr. Todd "acknowledg[ed] that the Defendants had neither notified the Plaintiff in any manner that the agreement was tenninated nor that they were even considering ending thejoint venture." 10 23. Copies of all documents relating to the assertions in paragraph 25 of the Complaint that at the April, 1998 meeting "Mr. Todd ... intentionally withheld from the Plaintiff the fact that the Defendants had already signed an Agreement to sell their training services division (including Internet related class curriculums which the Plaintiff developed, taught and had a financial stake in pursuant to the Joint Venture Agreement), to Intellimark of PA, a subsidiary of Staff Mark, Inc." 24. Copies of all documents relating to how Plaintiff learned of the Intellimark sale, as described in paragraph 26 of the Complaint, including the source(s) of information, when communicated and how (i.e., verbal, written, electronic, etc.). 25. Copies of all documents relating to the assertions in paragraph 28 of the Complaint that "Defendants presently or almost exclusively involved in Internet related technology, product delivery systems and sales and service activities." 26. Copies of all documents reflecting, containing or relating to the name (including make, model, hard drive capacity, memory and any other known specifications), location and current owner of every computer, personal computer, work station, CPU, server or other device used by Plaintiff from January 1, 1994 to the present in connection with Internet related goods and services and/or Internet related business activities relating to the Joint Venture Agreement which is the subject of this action. 27. Copies of all documents relating to every Internet domain name, URL, address trademark, service mark and/or trade name for every world wide web site created, developed or modified in relation to the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. 28. Copies of all server logs or other recorded reports of web site activity, whether electronic or printed format, relating to activity and/or identity of users of the world wide web site using the domain name "P 1 S.com." 29. Copies of all invoices, bills, statements of account and anyother documents relating to the establishment of and/or payment for the domain name "PI S.com." 30. Copies of all documents relating to the world wide web site using the domain name "P1 S.com," including, but not limited to, financial statements, statements of account and any other financial records, whether electronic or printed format. 31. Copies of all documents relating to any payment to Plaintiff Sam Garula and/or Internet Connection Corporation from KnowledgeSoft. Inc. and/or ADT Data Systems, Inc. for any goods or services including, but not limited to, payment for any service performed under the Joint Venture Agreement, which is attached to the Complaint as Exhibit "B" and is the subject of this lawsuit, and/or any teaching or training services. 12 32. Copies oral I documents reviewed in connection with, relied upon and/or referred to in your answers to Defendants' Interrogatories. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By. _ Jack M. tover, Esquire I.D. 18051 Jayson R. Wolfgang, Esquire I.D. #62076 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: January 27, 2000 13 CERTIFICATE OF SERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 +JaysoiRfgang, Esqui e DATE: January 27, 2000 21370.1; 11BUI Ucncml ExhlbR C ?s Buchanan Ingersoll PROFESSIONAL CORPORAT:Oh Attorneys Janson R. Wolrgang 717.237-4800 wolrgangir@bipc.com Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Re: Garula v. KnowledeeSoft. Inc. Dear Mark: March 3, 2000 .1 one South Market Square 213 Market Soon, Third Floor Hudiburg. PA 17101 Telephone: 717-237.4800 Fax: 717.233-0852 MdllnB Addrw: P.O. Box 12023 Harrisburg, PA 17108-2023 On January 27, 2000, I served Defendant's Firkt Set of Interrogatories and Request for Production of Documents on you. Your responses are overdue. Please provide responses to our written discovery in order to avoid a motion to compel. Thank you for your attention to this matter. ?I yours, ang R. Wolfg qJa JRW/cb Pittsburgh o Irarrlsburg a Phlledelphis and Bryn hiewr o htleml end Aventure c Tampa 0 Lexington o Princeton o Buffalo o {7sshington DC Exhibit D Y, R (Z-9 .. np yr I.." +.uo c.tm wv? du?clb MAR-29-2000 WED 08:40 AM HARTMAN UNDERHILL BRUBAK FAX NO, 7172993160 HUB-OM23783APD HARTMAN UNDERHILL & BRUBAKER LLP ATTORNEYS AT LAW 221 EAST CHESTNUT STREET LANCASTER, PA 17602 CHRISTOPHER S. UNDERHILL OHEN JOSHUA GEORGE T. BRUBAKER NIX N P. ANDREW F. LUCARELLI HARRY S GAR KIM R. SMITH STACEY L. MORGAN WILLIAM C C. . McCARTY ALEXANDER HENDERSON, III RORY 0. CONNAUGHTON PATRICIA L. DUNLEVY ROBERT M. FRANKHOUSER, JR. JEFFREY JOHN MAT YAK THOMAS W. BERGEN MICHAEL W. RABIC THEODORE L. BRUBAKER MARK STANLEY ETT MARK E. LOV COUNSEL: JR. HART'MAN JOHN I KADEL SUSAN M. KEVIN M. FRENCH , . THEODORE L. BRUBAKER STEPHEN R. LAZUN TELEPHONE: (717) 299-7254 FACSIMILE: (717) 299-3160 FAX TRANSMISSION COVER SHEET TO: Jayson R. Wolfgang, Esquire DATE: March 28, 2000 FAX NUMBER: 233-0852 FROM: Mark E. Lovett, Esquire MESSAGE: Please see attached. OPERATOR: Kim R. CLIENT NAME: NUMBER OF PAGES: Four(4) (excluding this sheet) e 0 s ?a N .c D FILE NUMBER: p MATTER NAME: F rrwwrrraraaMa++ywarrrarrNriaaarar P. 01 THE PAGES COMPRISINGTHIS FACSIMILE TRANSMISSION CONTAIN CONFIDENTIAL INFORMATION. THIS INFORMATION IS INTENDED SOLELY FOR USE BY THE INDIVIDUAL OR ENTITY NAMED AS THE RECIPIENT HEREOF. IF YOU ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYING, DISTRIBUTION OR USE OF THE CONTENTS OF THIS TRANSMISSION IS PROHIBITED. O TELP THISTRANSMISSIONATNO COST TO YOU. THANKYOU. PLEASE DURING THIS L TRANSMISSION: T (717) 299 7254AEx[ 148 c 143 PROBLEMS 00123783.1 MAR 29 2000 08 55 7172993160 PAGE.01 C M6R-29-2000 WED 08:40 AM HARTMAN UNDERHILL BRUBAK FAX NO. 7172993160 HARTMAN UNDERHILL G BRUBAKER LLP ATTORNEYS AT LAW ntl CAST CHESTNUT STREET CHRISTOPHER 5, UNDERHILL GEORGE T.BRUBAKER LANCASTER. PENNSYLVANIA 17602-2782 ANDREW F. LUCARELU MARRYSI,C.GARMAN (717) 299.71!!5a WILLIAM C. MCCARTY ALEXANDER HENDERSON. 111 FAX 17171 209.31 G0 ROBERT M. FRANKHOUSER, JR. E-Mail! allyso)hublaw.eom THOMAS W. BERGEN MICHACLW.BABIC Wbb Site: www.hubllw COm MARK STANLEY MARK E. LOVETT KEVIN M. FRENCH STEPHEN R. LAZUM JOSHUAD.COHEN MADELYN P. NIX KIM R. SMITH STACEY L. MORGAN RORY O, CONNAUGHTON PATRICIA L. OUNLEW JEFFREY C, GOSS 2000 March 28 JOHN A. MATEYAK , THEODOREL BRUBAKER VIA FACSIMILE AND FIRST CLASS MALL Iayson R. Wolfgang, Esquire Buchanan Ingersoll Professional Corporation One South Market Square 213 Market Street, Third Floor IIarrisburg, PA 17101 Re: Sam Garula vs Knowledeesoft Inc and ADT Data Systems_ Dear Mr. Wolfgang: F. 02 COUNSCL JOHN I. HARTMAN, JR. THEODORE L. BRUBAKER I have enclosed Plaintiffs Answers to Defendant's Interrogatories. Our formal response to the Interrogatories will follow by first class mail. Very truly yours, Mark E. Love MEL/Sr n m/0016964 B. W PD Enclosure cc: Mr. Sam Garula MAR 29 2000 061:56 7172993160 PRGE.02 MAR-29-2000 WED 08:41 AM HARTMAN UNDERHILL BRUBAK FAX NO. 7172993160 Attorneys at HartmanUnderhill & Brnbaker LLP, Sam Garula 2. (a) December 12, 1994 (to be confirmed) (b) PA (c) Sam Garula (d) A board of directors was never elected. (e) None other than Sam Garula and Catharene Gatula. (f) Closely held, although no stock was ever issued, ICC was officiously made inactive in 1997 because of John Plathmann's fears of (and objections to) "separate identities". ICC had only one business transaction and that was in 1994 with a Lancaster business. 3. Please refer to Exhibit A of the Complaint. Numerous discussions with Alan Todd, John Flathmann, Steve Clay, Mikki Todd, and Jim Harlacker-these were all verbal discussions too numerous to identify by date and time. 4. The assertion is that the Defendants did not have personnel knowledgeable about using Internet as a strategic tool in business. During 1994 and early 1995, the Defendants could not be reached through e-mail. Primary means of contact, other than face-to-face included a toll-free number (800.366.2381), a local telephone number (790.0400) and FAX number (790.0401), ADT did not have an intemet connection, a web site or an Internet server. The Defendants initial Internet connection occurred at the end of July, 1995. 5. Jim Ilarlackcr, Alan Todd, John Flathmamn, Steve Clay, Catharenc Garula, Dennis Moore, Barry Selack, Lou Thieblemount. 6. Written on or about Oct 24, 1994. Hand-delivered to Alan Todd on or about Nov 2, 1994 in his office located at 5000 Ritter Rd, Suite 103, Mechanicsburg, PA. It is being investigated as to whether a signed copy of subject letter survives. Computer used: 486, 33mhz, 12meg RAM, 500meg HD, mouse, monitor, Word 2.0 wordprocessor.., Current disposition: Scrapped for spare parts. 7. Same as above. 8. The Defendants were not confident they could be successful in an Internet venture. Defendants much like Microsoft founder & CEO, Bill Gates--at the time--believed the Internet to be "an arcane system of out-dated protocols, with no serious application in business," said Alan Todd, ending with, "besides, Internet is outside our business model. We don't have anyone here who knows how to sell it." Plaintiff asserted to the contrary, with certainty, that business and public alike would rush to connect to and benefit from Internet. That companies would want presence on Internet to sell product or service and provide support. That a ground swell of interest and opportunity-for both pre-eminence and profit-lie just around the corner. That distance education and learning systems would become available on-line. That Defendants' customers (and new customers) would benefit from Internet awareness and use-giving the venture pre-eminent recognition over local Internet Service Providers (the only ones offering Internet products); and further asserted that Internet revenue-sales and profits-would be lucrative, often referred ti as "the biggest mound of money ever seen' during ad hoc meetings and conversations. Plaintiff, already knowledgeable on the growing interest of business and public alike regarding Internet; and wanting to establish-before others-a cadre of Internet products and 00108507.2 P. 03 MAR 29 2000 08:55 7172993160 PAGE.03 . MAR-29-2000 WED 08:41 AM HARTMAN UNDERHILL BRUBAK FAH NO. 7172993160 P. 04 services for the Central Pennsylvania marketplace and beyond, and determined to venture with others if need be. In 1" quarter 1995 Plaintiff and Defendants met to discuss the opportunities and specify the resources required to move ahead. 9. Alan'rodd, John Flathmann, Sam Garula and possibly Steve Clay. John Flathmann and Sam Garula together provided the working draft and final signed Joint Venture Agreement (Sam Garula typed the agreement). 10. Mr. Garula's knowledge of the company and a review of the Defendants' 1995 Fall Course Catalogue provides the factual basis for this assertion. The only Internet- relatcd products offered in thatpublication are the three class syllabi written by Plaintiff after July 21, 1995. 11. The response to this question is the same as in #4, 10. 12. See #11. 13. See http://www.webworks.com. The web site had registered their domain name in July of 1995. 14. See examples of flyers and brochures attached to the Plaintiff s response to the Defendants' production request. 15. Plaintiffs Internet focus included all issues about Internet; not Novell engineering, system administration, windows programming, or any other business products Defendants had at the time. Plaintiffs' research and development activities included (by way of list, not limitation) review of Internet-related software like email, browsers, voice over IP, web server software and authoring platforms, among others; methods for connecting to Internet for business or public purposes; key-success strategies for developing customer presence on Internet; configuration and administration of Defendants' first World Wide Web site (www.adtdata.coml: institution of e-mail access and services for all employees; ...Opportunities excluded include: Technology Council of Central Pennsylvania web site; growth of Internet Connections Corporation as an independent entity; Pennsylvania Quality Leadership Foundation, Inc.... 16. In as much as Internet had yet to become the popular medium it is today, Defendants' employees did not know how to use a browser; Plaintiff directed the installation of Internet browser software (Netscape Navigator 1.0) [there was no Microsoft Internet Explorer browser at the time] on Defendants' workstation PC's at their work-desk [including Alan Todd's] and conducted one-on-one tutoring with numerous employees in how to use an Internet browser, e-mail and Internet marketing as it related to technologies involved. 17. The Joint Venture Agreement provides the factual basis. Plaintiff frequently accompanied sales-persons [at the request and direction of Defendants] on sales calls where the purpose of the sales meetings was to introduce clients to the Defendants' new Internet venture. Such support frequently consisted of links to web sites. Plaintiff designed flyers and brochures; conducted telephone solicitations to new and existing customers; served as point person for Internet marketing seminars where attendees were introduced to Plaintiff as "point person in our new Internet offerings." In addition, Plaintiff worked closely with John Grenoble and Dick Schauss in the set- up, operation and demonstration of an Internet web site which operated on an SGI Indy computer, housed at Defendants' place of business. 00168501.2 MAR 29 2000 0857 7172993160 PAGE.04 MAR-29-2000 WED 08:41 AM HARTMAN UNDERH ILL BRUBAX FAX NO. 7172993160 P. 05 18. The Joint Venture Agreement is the factual basis. The Defendants had the fiduciary responsibility for all sales generated and provided sample contracts for new customers and did provide a lop 100 customer list. 19. Internet related products and services include (but arc not limited to) the following; training classes specifically designed to further customer knowledge about Internet and its use; venture investments; web site design, deployment and operation; the implementation of TCP/IP protocols in Defendant software products to make them "web ready"; site hosting services; web authoring; web-based CBT's, testing and performance evaluations; support for Ziff-Davis publishing company's web site ZDU.COM; Financial Services University FSU.COM; and all business that used the Internet. 20. The first contract acquired in the venture was the Technology Council of Central Pennsylvania web site; Carlisle Syntech Systems web site; ZDU.COM web site; also, these milestone were achieved as well: e-mail access of Defendants' business from Internet; a world wide web site listing products and services. Additional companies contracted with were Project Management Institute, PHEAA, Chcsswise, Pennsylvania Medical Association, Financial Services University and Sheladia Associates, Inc. 21. By way of example, but not limitation, the Plaintiff designed flyers and brochures; provided sales guidance; developed training classes; prepared operating budgets and sales forecasts; training curriculum. Indeed, the Joint Venture Agreement, through Mr. Garula, introduced the strategic use of the Interact to the Defendants. 22, Plaintiff scheduled and conducted numerous operations meetings regarding web products and services; hosting requirements; recommended web site operating software, including Netscape Commerce Server 1.0 and later the secure version of the same operating system; Plaintiff met regularly with Dick Schauss, John Flathmann, John Grenoble, Jay Gardner, Lori Daniels, Carol Dadzinski, Mary Esscr, Bill Baltavc, Barb Ford, Tom Langan, Mark Borger, Bill Hitz, Lauri Nissel, Robin Rawdon, Christine Smith, Dan Alonso, Suzanne Batdorf, Deb Johnson, Julia Lowery...; and secured an agreement with Elizabethtown College to offer Continuing Education Units (CEU s) for Internet related classes via Dave Dentler, 23, John Flathmann asked the Plaintiff to refocus efforts in developing training curriculum since sales/operations had developed a good understanding of the Internet's use in business and was able to operate without direct involvement from Plaintiff. As a result, Defendants offered an Internet related curriculum as a component of Defendants' "Client Server University", No change in the agreement was suggested or enacted by either party. 24. Plaintiff's first request for a meeting occurred on or about October 20, 1997 at which time Plaintiff was informed Alan Todd was traveling and unavailable; Plaintiff attempted to schedule a meeting with Alan Todd again on or about November 14, 1997 and was told again Alan Todd was unavailable because of business travel. Plaintiff again contacted Defendants' on or about March 10, 1998 and a meeting was scheduled for 3/31/98. This meet was moved to 4/14/98, This meet was subsequently moved to 4116/98 and occurred at 4:00 p.m. that date. Contact person scheduling Alan Todd's meets was Julie Myers, 00168501.2 MAR 29 2000 e8: 57 7172993160 PAGE. 05 MAR-29-2000 WED 08:42 AM HARTMAN UNDERHILL BRUBAK FAX NO. 7172993160 P. 06 25. The factual basis is set forth in the allegation itself. By way of furdrer response, when the request was made by Plaintiff for a copy of any communication informing Plaintiff the agreement had terminated, Alan Todd could not produce any notice of termination. To the contrary, Alan Todd told Plaintiff that he (Defendant) would investigate and meet again in two weeks. No meeting, contact or follow-up by Defendants was made, The Plaintiff wrote a letter on May 29, 1998 discussing the meeting. 26. The Defendants' sale of its product/service division to Intellimark of PA, a subsidiary of StaffMark, Inc., occurred on June 23, 1998. Negotiations for the sale, and perhaps a signed agreement, had to have been in existence as of April 16, 1998. Defendants, in the person of Alan Todd, verbally admitted and acknowledged Plaintiff s involvement. 27. Plaintiff learned of the Intellimark sale when it was announced on Internet via the Defendants' web site and via Inn .newsaleMcom, 28. Internet related technology: The incorporation and interconnection of Internet and World Wide Web communication protocols to Defendants' products/services such as "ClubNet," Defendants online learning web site; LOIS and its associated modules; Product delivery systems: The means and methods by which Internet is incorporated in the delivery of agreed on products/services sold by, leased or offered through subscription by Defendants. Sales and service activities: Those means and methods by which Defendants' products and services are made known to the buying public in general and to companies or corporations specifically. As to the basis of the knowledge, the Plaintiff has reviewed numerous articles about the company, the company web site, "Knowledge Night" brochures and industry sources. 29. (a) Site was established in March of 1996. (b) Persons involved included Plaintiff, Dick Schauss, Joe Villa, John Grenoble, John Gerella and John Negley, (c) Gross receipts, received by Plaintiff, from pl s.com, whether check or purchase order, were forwarded in full to Defendants' designee Suzanne Batdorf. The Defendants would have all accounting records because it was their obligation to provide accounting services pursuant to the Joint Venture Agreement. 30.486, 33mhz, 12meg RAM, 500meg HD, mouse, monitor: scrapped for spare parts; Toshiba Satellite Pro T24000S laptop 486 cpu, 8meg RAM, 240 meg I.1D, mouse, Portable Sound speakers, reallocated to non-related use. At ADT, an SGI Indy, standard IBM PCs running Windows NT, an Internet information server and other servers located at the Defendants' businesses since 1995 that are used to provide or access Internet services, training, traffic or products. 31. Until the Defendants have responded to the Plaintiffs discovery requests, the Plaintiff is unable to answer this question completely. By way of partial response, please sec answers to these interrogatories and the response to the Defendants' production request, 00168501.2 MAR 29 2000 0857 7172993160 PAGE.06 Exhibit E . hOtj?.y^Mhu?'??I.vrtt'?'l•_rt?R 1:f?M{I'F'11 V?s4MR£'.4 {,?[' mug. ioai ??aeueaa nm+amern `l ` ® Buchanan Ingersoll ATTORNEYS Jayson R. Wolfgang 717.337.4800 wolfgnngjr@ biisc.com September 7, 2000 Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Re: Garula v. KnowledeeSoft. Inc. Dear Mark: I am writing to follow-up on our telephone conversation of September 6, 2000. PaINCOAs LOCA110145 P- : .. P '•.::.:... L...: E..:, cc Specifically, I would like to get the deposition of Sam Garula scheduled. There are also depositions you indicated an interest in scheduling, including the depositions of Alan Todd and John Flathmann. We discussed the possibility of getting these depositions scheduled for October 24 and 26, 2000. Please advise whether Mr. Garula is available on October 24 for his deposition. We can discuss the time and location of the deposition assuming the date is acceptable. I will talk to my client about October 26 and let you know. In addition, you mentioned that your client has uncovered voluminous additional documents (or printouts of electronic files) which you are in the process of organizing for production. As I indicated to you on the telephone, I ask that you produce any supplemental documents to me as soon as possible so as not to delay the depositions or the scheduling thereof. Thank you for your cooperation. I look forward to hearing from you on the above matters. JRW/cb P R O F E S 5 1 O 11 A L C O R P O Onn 5ouIn Mnnc•t Su Ia1e. 213 Manes Sheet. 3,2 Flea, t4011150rnL7, PA 1110111 717 !17 4600 F pAalling Address: FO Bo, 12023, H0114MOy. PA I I IC8 2023 R A T 1 O N 71 7 233 08521 w'•vx Lau. corn ?r r h * 1 k In ? r1 1 t t ? f` Sx+. Exhibit F 1 ® aanuon umv mnanuw nm?.vnem k! ei s? k u ri??yy{ 9., Y I.a? 4w c-SSA. u'? Buchanan Ingersoll ATTORNEYS Jayson R. Wolfgang 717-2374800 wol fgangiria'bipe.coln VIA FACSIMILE AND REGULAR MAIL Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Re: Garula v. KnowledeeSoft. Inc. Dear Mark: October 5, 2000 PAMCVAI LOCATIONS B: u,p N1:. V , C 11.,. Sao, A few weeks ago, I asked if you would provide me with deposition dates for your client. To date, I have not heard back from you. Please advise whether Mr. Garula is available for a deposition November 1, 2, 3 or 8. Thank you for your attention to this matter. JRW/cb Very truly yours, 4aon R. Wolfgan? P R O F E S S 1 O N A L C O R P O R A T 1 0 N One Souln Mo(ke! SQuaro, 213 Mo(kel Slloel. 3!o Flco(, Harlisbu(g, PA 1710111: 71 7 237 4800 F 717 233 0552 I wmvb'oU C0121 Molling Atloross: P.O. Box 12023. Morr'sourg. PA 171U8.2023 ® „?.?.. ,.b, „a ?. m ,?,,.,,.,..,., SAM GARULA, : IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, NO. 99-4232 Defendants NOTICE OF DEPOSITION TO: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Please take notice that counsel for Defendants KnowledgeSoR.Inc. and ADT Data Systems will take the videotape deposition upon oral examination of Sam Garula for the purpose of discovery and/or for use at a hearing or at trial in this matter before Filius & McLucas Reporting Service, Inc., 1427 East Market Street, York, PA 17403,or other officer authorized to administer oaths, on November 10, 2000, commencing at 9:30 a.m., and continuing thereafter from day to day until the taking of the videotape deposition may be adjourned, at Buchanan Ingersoll, 213 Market Street, Third Floor, Harrisburg, PA 17101, on all matters not privileged which are relevant and material to the issues and subject matter involved in the above-captioned matter and all defenses thereto. The videotape operator, will be an employee of Video Images. The above-referenced deponent will be required to submit to examination under oath. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By. Jaysoi R. olfgang, e00 I.D. # 2076 One South Market Square 213 Market Street P Floor Harrisburg, PA 17101 (717)2374800 DATE: October 26, 2000 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class and facsimile as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 By: SrOr. /\ Jayson R. olfgang, Esquy e)O() DATE: October 26, 2000 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class and facsimile as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 By: - Sc,-?? U lQ Jayson R. Wolfgang, Esquif DATE: October 27, 2000 <i N C i .6 (?J N ? ?- ` i- U C !O (3, C: ? U IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff vs. No. 99-4232 KNOWLEDGESOFT, INC., and ADT DATA SYSTEMS, Defendant PRAECIPE Please mark the above-captioned matter settled, ended and discontinued with prejudice. Dated: I tJ C eft ? Zo o U HARTMAN UNDERHILL & BRUBAKER LLP ti By: Mark E. Lovett, Esquire Attorney I.D. #41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717)299-7254 001906761 > ?? ? ; r:; _ ? _ '- - "?.: : - _.. ; :? :z -::; _?; _: S_) .l CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class and facsimile as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 By: Jayso R. Wolfgang, Es 'r DATE: November 17, 2000 r OC V 3 0 200Otp SAM GARULA, M THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, NO. 99-4232 Defendants ORDER AND now, this _ day of October, 2000, it is hereby ORDERED that the Motion to Compel of Defendants KnowledgeSoft.Inc. and ADT Data Systems is hereby GRANTED. Plaintiff is hereby directed to produce full and complete discovery responses, including all responsive documents, within five (5) days of the date of this Order, or suffer sanctions upon further application to this Court by Defendants in accordance with Pa.R.C.P. 4019. BY THE COURT: SAM GARULA, : IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, NO. 99-4232 Defendants MOTION TO COMPEL OF DEFENDANTS KNOWLEDGESOFF.INC. AND ADT DATA SYSTEMS Defendants KnowledgeSoft.lnc. and ADT Data Systems, by and through their counsel, Buchanan Ingersoll Professional Corporation, file this Motion to Compel pursuant to Cumberland County Local Rule 4001-1, as follows: 1. Plaintiff Sam Garula initiated this action by Writ of Summons on or about July 13, 1999. 2. After being ruled to do so, Plaintiff filed a Complaint on or about August 20, 1999. 3. According to the Complaint, Plaintiff claims that he was a participant in a joint venture with Defendants KnowledgeSoft.Inc. and/or ADT Data Systems, and that he is therefore entitled to a percentage of profits from "Internet related business activities" of the Defendant companies.' See Complaint. 4. Defendants KnoweldgeSoft.Inc. and ADT Data Systems filed an Answer with New Matter on or about October 6, 1999, and Plaintiff filed a reply to Defendants' New Matter on or about October 21, 1999. ADT Data Systems is the former name of KnoweldgeSoft.lnc. 5. On January 27, 2000, Defendants served Plaintiff with a First Set of Interrogatories and Requests for Production of Documents. True and correct copies of Defendants' Interrogatories and Requests for Production of Documents are attached hereto as Exhibits "A" and "B," respectively. 6. On or about March 3, 2000, Defendants' counsel wrote to Plaintiffs counsel because Plaintiffs discovery responses were overdue. A true and correct copy of the letter of Defendants' counsel of Mach 3, 2000 is attached hereto as Exhibit "C." 7. On or about March 29, 2000, Plaintiffs counsel faxed to Defendants' counsel Plaintiffs informal written discovery responses. A true and correct copy of the fax received from Plaintiffs counsel on March 29, 2000 is attached hereto as Exhibit "D " 8. On or about March 30, 2000, Plaintiff served formal Answers to Defendants' Interrogatories on Defendants' counsel, but did not produce documents. 9. At the request of Defendants' counsel, Plaintiffs counsel copied and produced documents responsive to Defendants' Requests for Production on or about April 6, 2000. 10. On September 6, 2000, Defendants' counsel contacted Plaintiffs counsel to discuss the scheduling of depositions, including the deposition of Plaintiff Sam Garula. During that telephone conversation, Plaintiffs counsel disclosed to Defendants' counsel for the first time that Plaintiff had uncovered voluminous additional documents or print-outs of electronic files which were to be produced in discovery. This was confirmed in a letter from Defendants' counsel to Plaintiffs counsel dated September 7, 2000, a true and correct copy of which is attached hereto as Exhibit "E." 2 e { 11. On October 5, 2000, Defendants' counsel wrote to Plaintiff's counsel, again asking for deposition dates for Plaintiff s deposition, to which Plaintiff's counsel did not respond. A true and correct copy of the letter of Defendants' counsel of October 5, 2000 is attached hereto as Exhibit "F." 12. On October 19, 2000, Defendants' counsel contacted Plaintiffs counsel by telephone to inquire about scheduling Plaintiffs deposition and the production of Plaintiffs additional documents. During that telephone conversation, Plaintiff s counsel identified Friday, November 10, 2000 for Plaintiffs deposition. 13. On or about October 26, 2000, Defendants' counsel served by facsimile and regular mail a Notice of Deposition, scheduling Plaintiffs deposition for Friday, November 10, 2000. A true and correct copy of the Notice of Deposition is attached hereto as Exhibit "G." 14. To date, Plaintiff has failed and refused to produce the additional documents identified by Plaintiff s counsel on September 6, 2000. 15. In order to avoid further delay in discovery, and particularly the scheduling of Plaintiffs deposition, Defendants have filed this Motion to Compel, seeking an Order compelling Plaintiff to produce full and complete discovery responses, including all responsive documents, within five (5) days of the entry of an Order granting this Motion. k WHEREFORE, Defendants' KnoweldgeSoftAnc. and ADT Data Systems respectfully request that this Court enter an Order granting Defendants' Motion to Compel, compelling 1 3 Plaintiff to produce full and complete discovery responses, including all responsive documents, or suffer sanctions upon further application to this Court in accordance with Pa.R.C,P. 4019. Respectfully submitted, BUCHANAN INGERSOLL, PROFESSIONAL CORPORATION By: i Jaysoi R. Wolfgang, Esc r I.D.# 2076 CC ' Matthew C. Browndorf, Esquire I.D.#81915 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: October 27, 2000 4 lA , ;J Exhibit A €1 G r? .I? I tj J d / t IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY. PENNSYLVANIA SAM GARULA, CIVIL ACTION - LAW Plaintiff V. No. 99-4232 Civil'rcrm KNOWLEDGESOFT. INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants DEFENDANTS' INTERROGATORIES ADDRESSED TO PLAINTIFF TO: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LL.P 221 East Chestnut Street Lancaster, PA 17602 PLEASE TAKE NOTICE that you are hereby required, pursuant to Pa. R. Civ. P. 4005, as amended, to serve upon the undersigned a copy of your individual answers and objections, if any, in writing and under oath to the following hrterrogalorics within thirty (30) days after service of the Interrogatories. The Answers shall be inserted in the space provided. If there is insufficient space to answer an Interrogatory, the remainder of the Answer shall follow on a supplemental sheet. These shall be deemed to be continuing Interrogatorics..If, between the time of your Answers and (lie time of the (rial of this case, you or anyone acting on your hchall, learn of any further information not contained in your Answers, you shall promptly furnish said irtlormation 10 the undusigned by Supplemental Answers. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By: AI.D.111805P120t6 Jayson R. W olfgang, Esquire I.D.H62076 One South Market Square 213 Market Street P Floor Harrisburg, PA 17101 (717)237-4300 DATE: January 27, 2000 INSTRUCTIONS The following instructions and definitions form an integral part of these interrogatories, mid the interrogatories are to he read in accordance with these instructions and definitions. "Document" the term "document" means any written, printed, typed, or other graphic matter of any kind or nature, written, electronic or otherwise, however produced or reproduced, whether sent or received or neither, including drafts and copies hearing notations or marks not found on the original, and includes, but is not limited to: (a) all contracts, agreements, representations, warranties, certificates, opinions; (b) all letters or other forms Of Correspondence or communication, including envelopes, notes, telegrams, cables, telex messages, messages (including reports, notes, notations and memoranda of or relating to telephone conversations or conferences), faxes, electronic conunLill ications including electronic mail or c-mail; (c) all memoranda, reports, test results, financial statements or reports, notes, transcripts, tabulations, studies, analyses, evaluations, projections, work papers, corporate records or copies thereof, lists, comparisons, questionnaires, surveys, charts, graphs, summaries, cxuacls, smlistical records, compilations; (d) all desk calendars, appointment books, diaries; (c) all books, articles, press releases, magazines, newspapers, booklets, circulars, bulletins, notices, instructions, manuals; all minutes or transcripts of all meetings; (g) all photographs, microfilms, phonographs, tapes or other records, punch cards, magnetic tapes, discs, data cells, dorms, print-outs, and other data compilations from which inforniation can be obtained. if. "Communicatiod": The temt "communication" means not only oral communications but also any "documents" (as such teen is defined in paragraph I above), whether or not such document or the information contained therein was transmitted by its author to any other person. III. "Idenfirv", "Identity" or "Identification": A. When used in reference to a natural person, the terms "identify", "identity" or "identification" mean to provide the following information: (i) full name; (ii) present or last known business and residence addresses; (iii) present or last known business affiliation; and (iv) present or last known business position (includingjob title and a description ofjob functions, duties and responsibilities). 13. When used with reference to any entityother than a n:uural person, state: (i) its full name; (ii) the address of its principal place ofbusiness: 4 (iii) thejurisdiction under the laws of which it has been organized or incorlmraled and the date ofsuch organization or incorporation; (iv) the identity of all individuals who acted and/or who authorized another to act on its behalf in connection with the matters referred lo; (v) in the case of a corporation, the "Imes of its directors and principal officers; and (vi) in the case of an entity other than a corporation, the identities of its partners or principals or all individuals who acted or who authorized another to act on its behalf in connection with the matters referred to. C. When used in reference to a document, the terms "identify", "identity" or "identification" mean to provide the following information: (i) the nature of the document (e.g., letter, contract, memorandum) and any other infoniation (i.e., its (itle, index or file number) which would facilitate in the identification thereof; (ii) its date offireparation; (iii) its present location and the identity (as defincd in paragraph III(A) hereof) of its present custodian or, if its present location and custodian are not known, a description of its last known disposition; (iv) its subject matter and substance or, in lieu thereof, annex a legible copy of the document to the answers of those interrogatories; (v) the identity (as defined in paragraph III(A) hereof) ofcach person who performed any function or had any role in connection !herewith (i.e., author, contributor of information, recipient, etc.) or who has any knowledge; and (Vi) i I -the document has been destroyed or is otherwise no longer in existence or cannot be found, the reason why such document no longer exists, the identity (as defined in paragraph III(A) hereon of the people responsible for the document no longer being in existence and of its last custodian. D. When used in connection with conununication, the tents "identify", "identity" and "identification" mean to provide the following information: (i) its general nature (Le„ conference, telephonic communication, etc.); (ii) the time and place of its occurrence; (iii) its subject matter and substance; (iv) the identity (as defined in paragraph III(A) hereoo of each person who performed any function or had any role in connection therewith or who has any knowledge thereof together with a description of each such person's function, role, or knowledge; and (v) the identity (as defined in paragraph III(B) hereoQofeach document which refers thereto or which was used, referred to or prepared in the course or as a result thereof. IV. "Describe" or "Description": A. When used with respect to any act, action, accounting, activity, audit, practice, process, occurrence, occasion, course ofconduct, happening, negotiation, relationship, scheme, comnumication, conference, discussion, development, service, transaction, instance, incidence or event, the terms "describe" or "description" mean to provide the following information: (i) its general nature; (ii) the time and place thercol, (iii) a clmrenological account setting forth each clement thcrcof, whal such clement consisted ofand what hranspired as part thereof, 6 (iv) (lie identity (as defined in paragraph III(A) hereof) of each person who perforvtcd any function or had any role in connection therewith (i.e., speaker, participant, contributor or information, witness, etc.) or who has any knowledge lhercof together with a description of each such person's function, role or knowledge; (v) the identity (as defined in paragraph III(B) hereof) of each documcnt which refers thcrcto or which was used, referred to or prepared in the course or as a result thereof; and (vi) the identity (as defined in paragraph III(C) hereof) of each oral communication which was a part thereof or referred thereto. B. When used in connection with any calculation or computation, the ternis "describe" or "description" mean to provide the following information: (i) an explanation of its meaning (including the nature, source and meaning ofcach component part thereof); (ii) an explanation of the manner in which it was derived; (iii) the idcntity(asdefincd in paragraph III(A) hereof) of each person who perfonncd any function with respect thereto and a description of his function; (iv) the identity of each document (as defined in paragraph III(B) hereof) which refers thcrcto or which was used, rcfcn•ed to or prepared in the course or as a result thereof; and (v) the identity (as defined in paragraph III(C) hereof) ofcach oral communication which occurred in the course of the preparation thereofor which referred thereto. V. "Factual basis": The term 'Tactual basis" means (A) set forth each item of information upon which the allegation, contention, claim or demand to which it pertains is based, and (I3) with respect to each such item of infinmation, identify each person having knowledge thereofand identify and describe (as defined in paragraph III and IV hereof) each source !hereof including but not limited to each document, oral communication, act, action, activity, accounting, negotiation, practice, process, occurrence, occasion, course of conduct, happening, relationship, scheme, conference, discussion, development, service, instance, incident, event, calculation and computation upon which you rely with respect thereto. VI. "Relates to" or "thereto: The terms "relates lo" or "thereto", "relating to" or "thereto" when used in connection with any act, action, activity, accounting, practice, process, occurrence, occasion, course of conduct, contractual provision or document, happening, relationship, scheme, conference, discussion, development, service, instance, incident, event, etc., means used or occWTing or referred to in the ptcparation therefore, or in the course thereof, or as a consequence thereof, or referring thereto. VII. Answer by Reference to DOCmments: If any interrogatory is answered by reference to a document or group of documents, with respect to each such interrogatory answer, identify (as defined in paragraph III(C) hereof) the specific document or documents containing the requested information. Vill. "Person": The teen "person" means all natural persons, corporations, partnerships or other business associations, public authorities, municipal corporations, stale governments, local governments, all governmental bodies, and all other legal entities. INTERROGATORIES Identify all persons participating in the answering of these Interrogatories, including the name and address for each. ANSWER: 2. Identify the following with regard to Internet Connections Corporation, as referred to in paragraph 3 of the Complaint: a. The date of incorporation; b. The slate where Internet Connections Corporation was incorporated; C. The names and addresses of the incorporaters of Internet Connections Corporation; d. The names and addresses of all members of the Board of Directors of Internet Connections Corporalion'from the date of its incorporation to the present, and identify for each their position, if any, on the Board; C. The names and addresses of each executive officer of Internet Connections Corporation from the date of its incorporation to the present, setting forth for each theirposition and identifying the time period during which cacti officer served in that position; and r. Identify the nature of corporate ownership (i.e., closely held, publicly traded, etc.) and set forth the names and addresses ofall shareholders. ANSWER: 3. Set forth lltc factual basis for the assertion in paragraph 5 of the Complaint that "Plaintiff suggested to Ilse Defendant's President, Alan D. "Todd, and others, on numerous occasions that he had a business idea for getting the Defendants involved in the interact:' For each communication, whether written, verbal or electronic, set forth the dale and time and identify the nature of the communication (i.e., verbal, written, electronic, ctc.) and identify each person who participated in the communication. ANSWER: a. y X: 4. Set forth the factual basis for the assertion in paragraph 5 of the Complaint that "(d)uring 1994 and early 1995 ... the Defendants did not have any personnel knowledgeable about the Internet." ANSWER: ?t2ks 12 5. Identify, by name and address, every person, company, corporation or other addressee to whom or which Plaintiff sent a copy of the "white letter" referenced in paragraph G of the Complaint and allegedly attached thereto as Exhibit "A." ANSWER: 13 G. Attached hereto as Exhibit "A" is a copy ofan unsigned letter dated November 1, 1994 addressed to Alan Todd, President of ADT Data Systems, Inc. from Plaintiff, Sam Garula, which was included in the materials attached to the Complaint as Exhibit "A." Identify the following with regard to the letter: a. The date the letter was written; b. The date the letter was mailed to Alan Todd; C. Whether a copy of the letter, signed by Plaintiff, Sam Ganda, exists; and d. Identify the computer and word processing hardware and software used to write the letter, as well as the present location and ownership thereof. ANSWER: 14 Attached hereto as Exhibit "B" is a document titled "Internet Opportunities by Sam Garula" and dated November I, 1994. Slate the following with regard to this document.: a. The date the letter was written; b. The date the letter was mailed to Alan Todd; C. Whether a copy of the letter, signed by Plaintiff, Sam Garula, exists; and d. Identify (lie computer and word processing hardware and software used to write the letter, as well as the present location and ownership thereof. ANSWER: 15 8. Set forth the factual basis for the assertions in paragraph 7 of the Complaint that "when the Plaintiff explained that if Defendants did not want to enter into a business relationship with him, he would pursue the opportunities on his own or with others, the Defendants chose to enter into a business relationship with the Plaintiff as described below." ANSWER: 16 9. Identify, by name and address, every person who participated in the "negotiations between the parties" referred to in paragraph 8 of the Complaint, including the identity of the person(s) who dratted the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. ANSWER: 17 10. Set forth the factual basis for the assertion in paragraph 9 that "f a]t the time the Defendants executed the Agreement, the Defendants core business was NOVELL LAN Engineering and Consulting, Insulation and Service, administration and support, made-to-order Microsoft Windows applications, Health Desk support, PC user training and a proprietary software product named LOIS." ANSWER: is 1 1. Set forth the (actual basis for the asscnions in paragraph 10 of the Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet products, services or support. They had no Internet specific capabilities, the Internet was not used in their day-to-day operations and they had no employees fluent in Internet issues." ANSWER: 19 12. Set forth (lie factual basis for the assertions in paragraph I I of (lie Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet classes or training and no Internet business plan." ANSWER: 20 13. Set forth the factual basis for the assertions in paragraph 12 of the Complaint that "f tlhe name ',rhe Web Works' was ... dropped because another company already had rights to its use." ANSWER: 21 14. Set forth the factual basis for the assertion in paragraph 12 of the Complaint that "[t]lie parties thereafter initially conducted business under the name of Defendant ADT Data Systems, Inc." ANSWER: 15. Set forth (he factual basis for (lie assertion in paragraph 13 of the Complaint that "the Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of the Defendants, to tic exclusion orally and all other opportunities." Please define and describe Plaintiffs "Internet focus, research and development activities" and identify every opportunity excluded as a result of Plainli ff s pledge thereof for the benefit of Defendants. ANSWER: 16. Set forth the factual basis for the assertions in paragraph 14 of the Complaint that Plaintiff -personally train[ed], tutor[ed] and develop[ed] the Defendants' executives, employees and staff at all levels regarding Internet technologies and their integration and incorporation in the core business of the Defendants." ANSWER: 24 17. Set forth the factual basis for the assertions in paragraph I S of the Complaint that "[u]nder the Agreement, the Plaintiff would be personally responsible for supporting sales and marketing, research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of the Defendants." Please define and describe the tcmis "supporting sales and marketing, research and development," "conducting Internet seminars and consulting with existing customers and new prospects" and "promoting the new Internet activities of the Defendants." ANSWER: 25 18. Set forth the factual basis for the assertions in paragraph 16 of the Complaint that "Defendants, pursuant to the Joint Venture Agreement, agreed, among other things, to provide all contracting language, accounting, billing and collection for Intemet related sales activities, to provide equipment in the Intcmet wet,- server and other necessary hardware, and to provide sales personnel and custoiner lists for promoting new Internet products, as well as to provide the administrative support for the new joint venture." ANSWER: 26 19. Define and describe "Internet related products and service sales" as used in paragraph 17 of the Complaint. ANSWER: 27 20. Set forth the factual basis for the assertions ill paragraph 18 of the Complaint that "the parties achieved various business milestones" including, but not limited, to those listed in paragraph 18(a-b) of the Complaint. ANSWER: 28 21. Set forth (lie factual basis for the assertions in paragraph 19 of the Complaint that 'T lain(iffcontributed" to the joint venture including, but not limited to, those items listed in paragraphs 19(a-h) of the Complaint. ANSWER: 21) 22. Set forth the factual basis for the assertions in paragraph 20 of the Complaint that "Plaintiff was heavily involved in all aspects of the Joint Venture Agreement's Intemel related activities. ANSWER: ;0 cv 1 ua 23. Set forth the factual bases for the following assertions in paragraph 21 of the Complaint: a. That "Plaintiff was asked by the Defendants if he would refocus his contribution under the Joint Venture Agreement to the development of leaching curriculum and teaching training classes on Internet related activities and products, as well as teaching other computer classes that were non-Internet related;" b. "chat "Plaintiff complied with Defendants' request to change his duties and responsibilities under the Joint Venture Agreement;" C. That "Plaintiff was neither asked by the Defendants nor did he agree to have his compensation changed under the Joint Venture Agreement;" and d. That "Plaintiff and all other aspects of the Joint Venture Agreement would remain the same." ANSWER: 31 24. Set forth the factual basis for the assertions in paragraph 23 of the Complaint that "Plaintiff attempted often during the latter half of 1997 and early 1995 to meet with Alan D. Todd, the President and CEO of Defendant, to discuss his equity in the joint venture" and that "Plaintiff's many efforts were ignored," and include the date and time of any communications relating thereto, whether written, verbal, electronic or otherwise. ANSWER: 32 25. Set forth the factual basis for the assertions in paragraph 24 of the Complaint that "Mr. Todd told the Plaintiff' in April of 1998 that "lie believed that the Joint Venture Agreement had ended years previously" and that Mr. Todd "acknowledg[ed] that the Defendants had neither notified the Plaintiff in any manner that the agreement was terminated nor that they were even considering ending the joint venture," and include the date and time of any communications relating thereto, whether written, verbal, electronic or otherwise. ANSWER: 26. Set forth the factual basis for the assertions in paragraph 25 of the Complaint that at the April, 1998 meeting "Mr. Todd ... intentionally withheld from the Plaintiff the fact that the Defendants had already signed an Agreement to sell their training services division (including Internet related class curriculums which the Plaintiff developed, taught and had a financial stake in pursuant to the Joint Venture Agreement), to Intellimark of PA, a subsidiary of Staff Mark, Inc," and include the date and time of any communications relating thereto, whether written, verbal, electronic or otherwise. ANSWER: ;4 27. Identify how and from whom Plaintiff learned of the Intellimerk sale, as described in paragraph 26 of the Complaint, including the source(s) of information, when communicated and how (i.e., verbal, written, electronic, etc.). ANSWER: }i 28. Set forth the factual basis for the assertions in paragraph 28 of the Complaint that "Defendants presently or almost exclusively involved in Internet related technology, product delivery systems and sales and service activities." Please define and describe "Internet related technology, "`product delivery systems" and "sales and service activities" as used in paragraph 28 of the Complaint. ANSWER: i6 29. With regard to the worldwide web site using the domain name "P lS.com;'state the following: a. the dale(s) the site was established and modified; b. the identification of every person who participated in the establishment and/or modification of the site; and c. the amount of annual revenue generated by the site from 1994 to the present. ANSWER: 37 30. Identify by name (including make, model, hard drive capacity, memory and any other known specifications), location and current owner every computer, personal computer, work station, CPU, server or other devicc used by Plaintiff From January 1, 1994 to the present in connection with Internet related goods and services and Internet related business activities relating to the Joint Venture Agreement which is the subject of this action. ANSWER: ;S 31. Identify every Internet domain name, URL, address, trademark, service mark and/or trade name for every world wide web site created, developed or modified in relation to the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. ANSWER: 39 32. Identify, by name and address, every person likely to have infonnadon relevant to Defendant's Interrogatories and Requests for Production of Documents and/or Plaintiff's answers and responses thereto, and for each identify by number the Interrogatory(ies), Request(s) for Production, answer(s) or response(s). ANSWER: 40 e Alan Todd, President ADT Data Systems, Inc. 5000 Ritter Road Suite 103 Mecbanicsburg, PA 17055 November 1, 1994 Alan recently I am enclosing the details of an idea I talked with you about concerning Pennsylvania ung-Business and User Inrerner Training" product together that we can offer to Central l business, and public generally. rm very excited, Alan, about the potential for success and the opportunities for prosperity an Internet user course will provide. rm anxious to start right away' please review this material and rll call you toward the end of the week to set a date and time when the two of us can flush-out the details to this unique product and offering. In the mean time, rm available to answer your questions office: 737 - 4324. Thank you for your interest. Sincerely, at any time and can be reached at my I know this opportunity will be very profitable for both of us. Sam Crarula president and Chief Executive ,.?;: Internet Opportunities Internet Opportunities By Sam Garula November 1, 1994 ABSTRACT Introduction Presently, 15 million homes in the United States have computers and the trend is growing 30% annually. By the year 2000 an estimated 35 million homes will have at least one computer. Con- current to the linear growth of home computer sales is the exponential growth of Internet. Begun in the late 1960's as an experiment in connectivity by the US Department of Defense, Internet today incorporates thousands of networks linking together over 1.3 million computers in 100 countries worldwide. Time magazine recently reported that Internet nodes, domains and networks is growing so rapidly by the year 2000 the number of connected or associated systems will likely surpass 3 million. Time also found the number of users accessing Internet is growing at the rate of 1 million+ each month. Originally designed to interconnect government research and communications, Internet capacity grew quickly during the 1970's and mid-1980's as universities and other research centers estab- lished dedicated hosts (nodes) and added them to the network. Today, this segment of Internet comprises approximately 40% of total Internet site resource. By the late 1980's as Internet continued expanding, another segment emerged and today is the fastest growing user of Internet resources: Business. As accessibility and popularity grows, business will build electronic storefronts along the Internet super highway. Predictions for Internet in the year 2000 suggest commercial domain registrations will increase from a current level of 51% of all registration applications, to more than 70% by the close of the decade. The rush to establish business presence on Internet is being fueled by the buying power potential of 100 million+ users by the turn of the century. Internet Connections Corporation Teiephone: (717) 7374323 Page 2 of 7 How Business Can Benefit From Internet Beyond the mere competitive advantage of vast information resources, Internet offers business the ways and means to: • Contain cost • Transmit business data and inforrnationq quickly 'and easily • Interconnect widely separated geographical • Collaborate on product or service design and development • Retrieve and utilize vast amounts of industry related information • Manage corporate logistics like telecommuting. hoffices, etc. • Market and sell products or services globally • Train employees in virtual classrooms • Provide customer support 24 hours a day, 7 days a week. The advantages of incorporating Internet into strategic planning are clear. A five minute search of Internet easily identifies 767 commercial; 22 government; 19 non-profits; 15 state, city and town; and 15 other Internet virtual storefronts. The future is plain to see. The Internet Gold Rush is on. With its resources expanding exponen- tially, bringing the capability to deliver product, service and support direct to customers and buyers, Internet is creating a new market. A new market easily valued into the hundreds of millions of dollars in annual revenues and cost savings. How To Support Business Internet Use To captial'ae on the Internet opportunity, corporations and businesses will require: 1. Expert advice and direction about how and what to hook onto Internet 2. Consultation in incorporating Internet in strategic planning of sales and marketing, business operations, product development, market research and customer support 3. User training in Internet applications for employees, suppliers, customers and the "buying public" in general. These three items--equipment and connection, planning and implementation, training and maxi- mum use benefit--cover the spectrum of corporate Internet presence. A consulting practice that offered business customers these services, and provided on-going support, would be indispensable and worth its weight in gold. Internet Connections Corporation Telephone: (717) 7374324 Page 3 or i Internet Use Today User activities on Internet today generally fall into one or more of these four categories: File Exchange (ftp): Up/Downloading of information, 45% - 50% Transmission Control Protocol (TCP): Internet Relay Chat, Talk, others, 25% Mail and USENET, 20% Other miscellaneous uses, 6%. What these statistics show is that Internet today is used primarily for posting, disseminating or retrieving information whether software, documentation, statistics, communique-newsgroups- email, product revision, help or support. This use profile accounts for 70% of all data traffic which, in 1993, measured 6.5 trillion bytes. Traffic flow will only increase as ISP's (Internet Service Providers)-sellers and re-sellers of Internet rampways--proliferate to meet the demand of 1 million+ new users each month. In addition, recent studies concerning business use of Internet show the top 30 companies pres- ently collecting 10 times the amount of information they are 'sending out. What Intemet Services Are Available Today Numerous client software packages are available commercially and are often provided by ISP's at the time a new user signs-up. NetManage's Chameleon TCP/IP software for Windows or Mac, for example, is among the most popular and offers a wide range of Internet tools including Telnet, ftp, SMTP Mail, News reader, Ping, Finger, Whols, etc. Internet itself serves as a repository and archive for other network tools like Mosaic, Cello, World Wide Web, I3Gopher, Veronica, Archie, Spider, and others. But availability of Internet tools is not the problem. Seasoned users of Internet know the system performs best with a "get-what-you-need-and-get-out" approach to network use. i million+ new users per month raises concern within Internet circles because this demand for access will further tax system capacity, availability and processor time. • Specific concern focuses on how new, inexperienced users generally connect for long periods of time (because they lack good search and retrieval skills), drive traffic flow higher (by grabbing everything in sight), and are more frequently the cause of"primetime clogs" in the Internet system. It is widely acknowledged that a trained user of Internet is a productive and efficient user. Rea- soning goes that the Internet community will benefit as a whole if everyone accessing the system has the right skill and tools for using it. Internet Connections Corporation Telephone (717) 737-3324 Page 4 of 7 The reality today, however, is there are no training classes about Internet use and practice. In- stead new users "learn on the fly", further exacerbating the problem. A Proposal For Partnership Between Internet Connections Corporation and ADT Data Systems, Inc. In Providing Business and User Internet Training Synopsis Principles to this partnership shall be known as "Intennet Connections Corporation" and ADT Data Systems, Inc., both duly registered names. Internet Connections Corporation and ADT Data Systems, Inc., together, will be Central Pennsylvania's source for quality consulting and training in: 1. Equipment, connection and networking on Internet 2. Daily use of Internet in business and public operations Marketing and Awareness To increase awareness throughout Central Pennsylvania about Internet potential and availability, marketing seminars wil(held. Seminars will introduce cost, connection, equipment, administra- tion, maintenance and upkeep options now available for corporate use or presence on Internet. Materials for these seminars will be provided by Internet Connections Corporation. The expectation of these seminars is to close I in 10 attendee's as Internet customers. Internet Connections Corporation Telephone: (717) 737-1323 page S of 7 Success Through Partnership ADTData Systems, Inc. is recognized for quality and expertise in networks, operating systems and service. Internet Connections Corporation knowledge of software tools and classroom teaching methods is acknowledged as professional and value-added. Marketing seminars to introduce "Business and User Internet Training" will be advertised by ADT Data Systems, Inc and convened at its facilities. optimally these accommodations include a live Internet connection for demonstragng features and virtual storefront capabilities. Internet Connections Corporation and ADT Data Systems, Inc, will serve as partners in new customer development, implementation and turnkey operation of Internet. Training For Corporate and Public Internet Users Internet Connections Corporation will deliver Internet training in: 1. 2. PC devices, requirements, configurations and connections, NewsReading, virtual marketing and information repositories Navigating with: Mosaic HGopher World Wide Web ftp -- Teinet USENET News reading, collaboration and email Bookmarking, annotating, finding and identifying classes in the evening will target the after market created by ISP sales of Internet connections at Corporate training will prices. Instruction will focus more on the home Internet user. fast and effi affordable Corp eve information emphasize Internet instead as a desktop means to deliver or retri ciently, with value added. Internet Connections Corporation Telephone: (717) 737-4324 Page 6 of 7 Training overall will describe Internet as a privilege shared through responsible practice, conduct and cooperation among fellow users. Discussion about appropriate Internet use will include classroom conversation about: "Netiquette": Conduct and content in Internet use Best practice: Search, transmission and retrieval methods Common use practice: What, and what not, to do on Internet. At the completion of training, a signed, numbered and sealed, Certificate of Completion acknowl- edging Internet Proficiency will be awarded to each attendee. Necessities To facilitate enrollment, Intenrel Connections Corporation and ADT Data Systems, Irre, will service the home Internet market by: Pre-enrolling attendee's with an ISP. Students will use their personal Internet accounts during actual classroom instruction. • Offering Internet training totaling fifteen (15) hours • Holding evening classes over five (5) consecutive evenings; between 6 pm and 9 pm; Monday through Friday, daytime classes for business • Provide a first-come-first-served enrollment and registration process. An ISP might provide wholesale blocks of Internet access in return for using their software package for purposes of this training. Internet Iffto The Future With its popularity growing by I million+ new users per month, Internet will undoubtedly become a mainstay for business operation, buyer convenience and customer support. Early estimates place the value of the booming Internet market into the billions of dollars annually. Internet Connections Corporation Telephone: (717) 737-4324 Page 7 of 7 Through this partnership Internet Connections Corporation and ADT Data Systems, Inc. will be recognized as pioneers in Pennsylvania's Internet development, and become the undisputed leaders in quality Internet planning, implementation and training. A partnership fight for the times! Sincerely, INTERNET CONNECTIONS CORPORATION Sam Garula President and Chief Executive samginpa@epix.net CERTIFICATE OF SERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Jayso R. Wolfgang, is-Cu' DATE: January 27, 2000 Exhibit B ® my w 11- o1-- ranallai W{ O 1r IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SAM GARULA, : CIVIL ACTION- LAW Plaintiff V. No. 99-4232 Civil Term KNOWLEDGESOFT. INC. and ADT DATA SYSTEMS, JURY TRIAL DEMANDED Defendants DEFENDANTS FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DIRECTED TO PLAINTIFF To: Sam Garula c/o Mark K Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Defendants, KnowledgeSoft. Inc. and ADT Data Systems, requests you to produce copies of or for copying the following documents, within thirty (30) davs of service of this Request at the offices of Buchanan Ingersoll, 213 Market Street, Third Floor, Harrisburg, Pennsylvania 17101. INSTRUCTIONS AND DEFINITIONS 1. Definitions The following temis have the designated meanings when used herein: A. The term "identify" shall have the following meanings: (1) When referring to a person or persons, the term shall nmcan a statement of the current name, address of residence, business address, telephone number, present or last known employer, officer titles held, job description and nature of affiliation with any party to this litigation with respect to each person about whom information is sought. (2) When used with respect to an action (including any omission, communication, occurrence, statement or conduct, all of which shall be collectively referred to in this paragraph as the "action"), the term refers to a description of the substance of the events constituting the action, a statement of the date on which the action occurred, an identification of each and every person participating in the action, an identification of all other persons present when the action occurred, a statement as to whether minutes, notes, memoranda or other records exist with respect to the action, and identification of the person or persons presently having possession, custody or control of such documents. (3) When used with respect to a document, the term refers to the provision of the following information: (a) The date of the document; (b) The title of the document; (c) Any identifying number on the document; (d) Any identifying designation for the document; (c) A description of the document; (0 The subject matter of the document; (g) The name, title, address and telephone number of each person who wrote, signed, prepared, dictated, participated in preparation of, created, initialed or otherwise had any function respecting preparation of the document or review of the document; (h) The name, title, address and telephone number of each addressee on the document as well as the same for each person receiving a copy of the document; (i) The present location of the document and the name and address of the custodian of the document; (j) If a document is not an original, the location, name and address of the custodian of the original; and (k) Any other designation necessary to identify the document for purposes of obtaining a copy thereof. B. The term "documents" when used herein shall mean all written, typed, printed, recorded or graphic matter of every type and description, however and by whomever prepared, produced, reproduced, disseminated or made, in any form, written, electronic or otherwise, now or formerly in the possession, custody, or control of the party to whom this Request is addressed, its officers, agents, employees and attorneys, or any of them, including, but not limited to letters, correspondence, telegrams, memoranda, records, minutes of all types of meetings, contracts, subcontracts, agreements, intra and interoffice communications, purchase orders, requisitions, plans, studies, summaries, analyses, results of investigations, reviews, bulletins, proposals, estimates, appraisals, recommendations, critiques, trip reports, engineering calculations, bills of materials, drawings, sketches, blueprints, charts, indices, notices, diaries, books, desk calendars, appointment books, messages, instructions, work assignments, notes, notebooks, tape recordings, partial or complete reports of telephone conversations, photographs, slides, public statements, newspaper or other media releases, public and governmental filings, opinions, and any other writings, drawings or recordings. If any document was, but is no longer, in the possession of the party to whom this Request is addressed or subject to such party's control, identify the document. C. When used herein, the term "person" shall mean any individual, partnership, joint venture, firm, association, corporation or business or any governmental or legal entity. D. When used herein, the term "communication" shall mean any and all transmissions of information, the information transmitted, the process by which the information is transmitted and the term shall expressly be inclusive of all written and oral communications. E. When used herein, the term "relate to", "relating to" or "in relation to" shall mean constituting, reflecting, representing, supporting, contradicting, referring to, stating, describing, recording, noting, embodying, containing, mentioning, studying, analyzing, discussing, evaluating, or relevant to. As indicated, the term necessarily includes information which is in opposition to as well as in support of the position(s) and claim(s) of the party to whom the Request is addressed. F. When used herein the tern "reflect" shall mean embody, contain, record, note, refer to, relate to, describe, be relevant to, state or mention. 11. General Instructions A. Whenever a request for documents is framed in the conjunctive, it shall also be taken in thedisjunclivc and vice versa. B. Whenever a request for documents is framed in the singular, it shall be taken in the plural, and vice versa. c. 'rhe use of any tense of any verb shall be considered also to include within its meaning all other tenses of the verb so used. D. All documents produced shall be segregated and identified by the paragraphs to which they are primarily responsive. Where required by a particular paragraph of this Request, documents produced shall be further segregated and identified as indicated in that paragraph. For any documents which are stored or maintained in files in the normal course of business, such documents shall be produced in such files, or in such a manner as to preserve and identify the file from which such documents were taken. E. If you object to the production of any document on the grounds that the attorney-client, attorney work-product or any other privilege is applicable thereto, you shall, with respect to that document: (I) Stale its date; (2) Identify its author; (3) Identify each person who prepared or participated in the preparation of the document; (4) Identify each person who received it; (5) Identify each person from whom the document was received; (G) State the present location of the document and all copies thereof; (7) Identify each person who has ever had possession, custody or control of it or a copy thereof; and (8) Provide sufficient information concerning the document and the circumstances thereof to explain the claim of privilege and to pemmit the adjudication of the propriety of that claim. F. All documents produced in response to this Request shall be produced in two notwithstanding the fact that portions thereof may contain information not requested, shall include interim as well as final editions ofa document, and shall include all editions or copies of a document which are not identical to (whether due to handwritten notations, or revisions, or otherwise) the original or other produced copy of a document. G. This Request shall be deemed to be continuing so as to require a supplemental answer by the person to whom this Request is directed, or such person's agents, employees, representatives or attorneys obtain such information between the time of response hereto and trial of this case. 6 IL Documents The Production Of Which Is Requested Hercbv Copies of the Articles of Incorporation for Internet Connections Corporation. Copies of all documents relating to the assertion in paragraph 5 of the Complaint that "Plaintiff suggested to the Defendant's President, Alan D. Todd, and others, on numerous occasions that he had a business idea for getting the Defendants involved in the internet." 3. Copies of all documents reflecting or containing the name and address, every person, company, corporation or other addressee to whom or which Plaintiff sent a copy of the "white letter" referenced in paragraph 6 of the Complaint and attached thereto as Exhibit "A." 4. Copies of all documents relating to the document included in Exhibit "A" to the Complaint and titled "Internet Opportunities by Sam Garnla," dated November 1, 1994. Copies of all documents relating to the assertions in paragraph 7 of the Complaint that "when the Plaintiff explained that if Defendants did not want to enter into a business relationship with him, he would pursue the opportunities on his own or with others, the Defendants chose to enter into a business relationship with the Plaintiff as described below." 6. Copies of all documents relating to "negotiations between the parties" referred to in paragraph 8 of the Complaint. Copies of all documents relating to the assertion in paragraph 9 that "[a]t the time the Defendants executed the Agreement, the Defendants core business was NOVELL LAN Engineering and Consulting, Insulation and Service, administration and support, made-lo-order Microsoft Windows applications, Health Desk support, PC user training and a proprietary software product named LOIS." 8. Copies of all documents relating to the assertions in paragraph 10 of the Complaint that -[p]rior to July 21, 1995, the Defendants had no Internet products, services or support. They had no Internet specific capabilities, the Internet was not used in their day-to-day operations and they had no employees fluent in Internet issues." 9. Copies of all documents relating to the assertions in paragraph 11 of the Complaint that "[p]rior to July 21, 1995, the Defendants had no Internet classes or training and no Internet business plan." 10. Copies of all documents relating to the assertions in paragraph 12 of the Complaint that "[t]he name 'The Web Works' was ... dropped because another company already had rights to its use." 11. Copies of all documents relating to the assertion in paragraph 12 of the Complaint that "[t]lie parties thereafter initially conducted business under the name of Defendant ADT Data Systems, Inc." 12. Copies of all documents relating to the assertion in paragraph 13 of the Complaint that "the Plaintiff pledged to use all of his Internet focus, research and development activities solely and exclusively for the benefit of the Defendants, to the exclusion of any and all other opportunities." 13. Copies of all documents relating to the assertions in paragraph 14 of the Complaint that Plaintiff "personally train[ed], tutor[ed] and develop[ed] the Defendants' executives, employees and staff at all levels regarding Internet technologies and their integration and incorporation in the core business of the Defendants." 14. Copies of all documents relating to the assertions in paragraph 15 of the Complaint that "[u]nder the Agreement, the Plaintiff would be personally responsible for supporting sales and marketing, research and development and for conducting Internet seminars and consulting with existing customers and new prospects for the purpose of promoting the new Internet activities of the Defendants." 15. Copies of all documents relating to the assertions in paragraph 16 of the Complaint that "Defendants, pursuant to the Joint Venture Agreement, agreed, among other things, to provide all contracting language, accounting, billing and collection for Internet related sales activities, to provide equipment in the Internet web server and other necessary hardware, and to provide sales personnel and customer lists for promoting new Internet products, as well as to provide the administrative support for the new joint venture." 16. Copies of all documents relating to the "Internet related products and service sales" as used in paragraph 17 of the Complaint. 17. Copies of all documents relating to the assertions in paragraph 18 of the Complaint that "the parties achieved various business milestones" including, but not limited, to those listed in paragraph 18(a-b) of the Complaint. 18. Copies of all documents relating to the assertions in paragraph 19 of the Complaint that "Plaintiff contributed" to thejoint venture including, but not limited to, those items listed in paragraph 19(a-h) of the Complaint. 19. Copies of all documents relating to the assertions in paragraph 20 of the Complaint that "Plaintiff was heavily involved in all aspects of the Joint Venturc Agreements Internet related activities." 20. Copies oral[ documents relating to the following assertions in paragraph 21 of the Complaint: a. That "Plaintiff was asked by the Defendants if he would refocus his contribution under the Joint Venture Agreement to the development of teaching curriculum and teaching training classes on Internet related activities and products, as well as teaching other computer classes that were non-Intemet related;" b. That "Plaintiff complied with Defendants' request to change his duties and responsibilities under the Joint Venture Agreement;" C. That "Plaintiff was neither asked by the Defendants nor did he agree to have his compensation changed under the Joint Venture Agreement;" and d. That "Plaintiff and all other aspects of the Joint Venture Agreement would remain the same." 21. Copies of all documents relating to the assertions in paragraph 23 of the Complaint that "Plaintiff attempted often during the latter half of 1997 and early 1998 to meet with Alan D. Todd, the President and CEO of the Defendants, to discuss his equity in the joint venture" and that "Plaintiff's many efforts were ignored." 22. Copies of all documents relating to the assertions in paragraph 24 of the Complaint that "Mr. Todd told the Plaintiff' in April of 1998 that "he believed that the Joint Venture Agreement had ended years previously" and that Mr. Todd "acknowledg[ed] that the Defendants had neither notified the Plaintiff in any manner that the agreement was terminated nor that they were even considering ending thejoint venture." 10 23. Copies of all documents relating to the assertions in paragraph 25 of the Complaint that at the April, 1998 meeting "Mr. Todd ... intentionally withheld from the Plaintiff the fact that the Defendants had already signed an Agreement to sell their training services division (including Internet related class curriculums which the Plaintiff developed, taught and had a financial stake in pursuant to the Joint Venture Agreement), to Intellimark of PA, a subsidiary of Staff Mark, Inc." 24. Copies of all documents relating to how Plaintiff learned of the Intellimark sale, as described in paragraph 26 of the Complaint, including the source(s) of information, when communicated and how (i.e., verbal, written, electronic, etc.). 25. Copies of all documents relating to the assertions in paragraph 28 of the Complaint that "Defendants presently or almost exclusively involved in Internet related technology, product delivery systems and sales and service activities." 26. Copies of all documents reflecting, containing or relating to the name (including make, model, hard drive capacity, memory and any other known specifications), location and current owner of every computer, personal computer, work station, CPU, server or other device used by Plaintiff from January 1, 1994 to the present in connection with Internet related goods and services and/or Internet related business activities relating to the Joint Venture Agreement which is the subject of this action. 27. Copies of all documents relating to every Internet domain name, URL, address trademark, service mark and/or trade name for every world wide web site created, developed or modified in relation to the Joint Venture Agreement attached to the Complaint as Exhibit "B" and which is the subject of this action. 28. Copies of all server logs or other recorded reports of web site activity, whether electronic or printed format, relating to activity and/or identity of users of the world wide web site using the domain name "P1S.com." 29. Copies of all invoices, bills, statements ofaccount and any other documents relating to the establishment of and/or payment for the domain name "P I S.conm." 30. Copies of all documents relating to the world wide web site using the domain name "P1S.coni," including, but not limited to, financial statements, statements of account and any other financial records, whether electronic or printed format. 31. Copies of all documents relating to any payment to Plaintiff Sam Garula and/or Internet Connection Corporation from KnowledgeSoft. Inc. and/or ADT Data Systems, Inc. for any goods or services including, but not limited to, payment for any service performed under the Joint Venture Agreement, which is attached to the Complaint as Exhibit "B" and is the subject of this lawsuit, and/or any teaching or training services. 12 32. Copies of all documents reviewed in connection with, relied upon and/or referred to in your answers to Defendants' Interrogatories. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By. v I? Jack M. Stover, Esquire I.D. 18051 Jayson R. Wolfgang, Esquire I.D.#62076 One South Market Square 213 Market Street 3`d Floor Harrisburg, PA 17101 (717)237-4800 DATE: January 27, 2000 13 CERTIFICATE, OFSERVICE I certify that I am today serving the foregoing document upon the person and in the manner indicated below, which service satisfies (lie requirements of (fie Pennsylvania Rules of Civil Procedure Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Jaysoi R. olfgang,EsqTip-0 DATE: January 27, 2000 213786.1. Iln(n Uenenl I1. fi Exhibit C ® 3n.oin :?w? mwn:aa won.?nunr .. ... ... - .. ,.. , , .l..vbi?{a °A11'Wa ., ;. 'r., 1 41 Buchanan Ingersoll PROFESSIONAL CORPORATION Attome7a Jargon H. Wolfgang 717.237.4600 aolfgangjr n:bipe.eom Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Re: Carula v. KnowledeeSoft. Inc. Dear Mark: March 3, 2000 One South Market Square 217 Market Street, Third Floor Harrisburg, PA 17101 Telephone: 7173374800 Fax: 717333-0832 Milling Add=: P.O. Box 12023 Harrisburg. PA 171083023 On January 27, 2000, I served Defendant's Finht Set of Interrogatories and Request for Production of Documents on you. Your responses are overdue. Please provide responses to our written discovery in order to avoid a motion to compel. Thank you for your attention to this matter. Very//p?ly yours, Jay on R. Wolfgang JRWlcb Pittsburgh a Itarrisburg 0 Philadelphia and Br7n Mawr n Mla d and Aveoturn o Tampa o I<eington 0 Princelen o BuRale o wsshinglon DC I` Exhibit D i rvfiM 1 1 y{rA ?1 i?.A?)'1 ??Iq] u.iPL.LMw lryllr]IrIB-IT MAR-29-2000 WED 08:40 AM HARTMAN UNDERHILL BRUBAX FAX NO, 7172993160 HUB-00123733.WPD HARTMAN UNDERHILL & BRUBAKER LLP ATTORNEYS AT LAW 221 EAST CHESTNUT STREET LANCASTER, PA 17602 CHRISTOPHER S. UNDERHILL JOSHUA D. COHEN MADELYN P. NIX GEORGE T. BRUBAKER ANDREW F. LUCARELLI KIM R. SMITH STACEY L. MORGAN HARRY ST,C. GARMAN RORY 0. CONNAUGHTON WILLIAM C. MCCARTY ALEXANDER HENDERSON, III PATRICIA L. DUNLEVY JEFFREY C. GOSS ROBERT M. FRANKHOUSER, JR. JOHN A. MATEYAK THOMAS W. BERGEN THEODORE L. BRUBAKER MICHAEL W. BABIC MARK STANLEY COUNSEL: MARK E. LOVETT JOHN I. HARTMAN, JR. KADEL SUSAN M. THEODORE L. BRUBAKER KEVIN M. FRENCH STEPHEN R. LAZUN TELEPHONE: (717) 299-7254 FACSIMILE: (717) 299-3160 FAX TRANSMISSION COVER SHEET TO: Jayson R. Wolfgang, Esquire DATE: March 28, 2000 FAX NUMBER: 233-0852 FROM: Mark E. Lovett, Esquire MESSAGE: Please see attached. OPERATOR: Kim R. CLIENT NAME: NUMBER OF PAGES: Four(4) (excluding this sheet) o P. 01 s N .o D FILE NUMBER: c F MATTER NAME: -0 aaraeavaa:aaaasaaaauaaaaaaaaaaaaaa THE PAGES COMPRISING THIS FACSIMILE TRANSMISSION CONTAIN CONFIDENTIAL INFORMATION. SOLELY R THIS ECIPIENT ATIIONIS INTENDED ARE NOTO USNTENDEDNRECPIIENTOR ENAWAREMTHATSANY HEREOF IF YOU DISCLOSURE, COPYING, DISTRIBUTION OR USE OF THE CONTENTS OF THIS TRANSMISSION IS PROHIBITED. IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE NOTIFY US BY TELEPHONE IMMEDIATELY SO THAT WE MAY ARRANGE TO RETRIEVE THIS TRANSMISSION AT NO COST TO YOU. THANKYOU. PLEASE DURING THIS OTRANSMISSION: T (717 1 ) 99 7254, ExL 148 or1143 PROBLEMS 00123783.1 7172993160 PAUE.01 J MOP 7a 741P01 Pq: 55 MAR-29-2000 WED 08:40 AN HARTMAN UNDERHILL BRUBAK FAX NO. 7172993160 HARTMAN UNDERHILL C. BRUBAKER LLP ATTORNEYS AT LAW RU CAST CHCSTNVT STNCET 5. UNDERHILL BAKER LANCASTER. PENNSYLVANIA 17602-2762 :ARELIJ LRMAN (717) 260.7254 :ARTY :NOCR30N. 111 FAX 17171 299•3160 {NKNOUSER. JR. RGEN E.MCII' n{IYe?hublRw.COT BIC Web Sits: www.hubll..CCwl COHEN . NIX March 28, 2000 VIA FACSIMILE AND FIRST CLASS MAIL Jayson R. Wolfgang, Esquire Buchanan Ingersoll Professional Corporation One South Market Square 213 Markel Street, Third Floor Harrisburg, PA 17101 Re: Sam Garula vs Knowledeesoft Inc and ADT Data Systems P. 02 CONNSCL JOHN I. HARTMAN. JR. THEODORE L. BRUBAKER Dear Mr. Wolfgang: I have enclosed Plaintiffs Answers to Defendant's Interrogatories. Our formal response to the Interrogatories will follow by first class mail. Very truly yours, Mark E. Love MEL/smm/00169648.WPD Enclosure cc: Mr. Sam Garula MAR 29 20120 Oe:SS 7172993160 PAGE. MAR-29-2000 WED 06:41 AM HARTMAN UNDERHILL BRUBAK FAX NO. 7172993160 P. 03 1. Attorneys at Hartman Underhill & Brubaker LLP, Sam Garula 2. (a) December 12, 1994 (lo be confirmed) (b) PA (c) Sam Garula (d) A board of directors was never elected. (e) None other than Sam Garula and Calharcne Garula. (f) Closely held, although no stock was ever issued, ICC was officiously made inactive in 1997 because of John Flathmann's fears of (and objections to) "separate identities". ICC had only one business transaction and that was in 1994 with a Lancaster business. 3. Please refer to Exhibit A of the Complaint. Numerous discussions with Alan Todd, John Flathmann, Steve Clay, Mikki Todd, and Jim Harlacker-these were all verbal discussions too numerous to identify by date and time. 4. The assertion is that the Defendants did not have personnel knowledgeable about using Internet as a strategic tool in business. During 1994 and early 1995, the Defendants could not be reached through c-mail. Primary means of contact, other than face-to-face included a toll-free number (800.366.2381), a local telephone number (790.0400) and FAX number (790.0401). ADT did not have an intern( connection, a web site or an Internet server. The Defendants initial Internet connection occurred at the end of July, 1995. 5. Jim Ilarlackcr, Alan Todd, John Flathmann, Steve Clay, Catharenc Garula, Dennis Moore, Barry Selack, Lou Thieblemount. 6. Written on or about Oct 24, 1994. Hand-delivered to Alan Todd on or about Nov 2, 1994 in his office located at 5000 Ritter Rd, Suite 103, Mechanicsburg, PA. It is being investigated as to whether a signed copy of subject letter survives. Computer used: 486, 33mhz,12meg RAM, 500meg HD, mouse, monitor, Word 2.0 wordprocessor... Current disposition: Scrapped for spare parts. 7. Same as above. 8. The Defendants were not confident they could be successful in an Internet venture. Defendants much like Microsoft founder & CEO, Bill Gates--at the time--believed the Internet to be "an arcane system of out-dated protocols, with no serious application in business," said Alan Todd, ending with, "besides, Internet is outside our business model. We don't have anyone here who knows how to sell it." Plaintiff asserted to the contrary, with certainty, that business and public alike would rush to connect to and benefit from Internet. That companies would want presence on Internet to sell product or service and provide support. That a ground swell of interest and opportunity-for both pre-eminence and profit-lie just around the corner. That distance education and learning systems would become available on-line. That Defendants' customers (and new customers) would benefit from Internet awareness and use-giving the venture pre-eminent recognition over local Internet Service Providers (the only ones offering Internet products); and further asserted that Internet revenue-sales and profits-would be lucrative, often referred to as "tire biggest mound of money ever seen" during ad hoc meetings and conversations. Plaintiff, already knowledgeable on the growing interest of business and public alike regarding Internet; and wanting to establish-before others-a cadre of Internet products and 001611507.2 moo 711 WAS RR: Sc 7172993160 PAGE. 03 MAR-29-2000 WED 08:41 AM HARTMAN UNDERHILL BRUBAX FAX NO. 7172993160 P. 04 services for the Central Pennsylvania marketplace and beyond, and determined to venture with others if need be. In 1" quarter 1995 Plaintiff and Defendants met to discuss the opportunities and specify the resources required to move ahead. 9. Alan'rodd, John Flathmann, Sam Garula and possibly Steve Clay. John Flathmann and Sam Garula together provided the working draft and final signed Joint Venture Agreement (Sam Garula typed the agreement). 10. Mr. Garula's knowledge of the company and a review of the Defendants' 1995 Fall Course Catalogue provides the factual basis for this assertion. The only Internet- related products offered in that publication are the three class syllabi written by Plaintiff after July 21, 1995. 11. The response to this question is the same as in #4, 10, 12. See #11. 13. See htip-://www.webworL-s.com. The web site bad registered their domain name in July of 1995. 14, See examples of flyers and brochures attached to the Plaintiff's response to the Defendants' production request. 15. Plaintiff s Internet focus included all issues about Internet; not Novell engineering, system administration, windows programming, or any other business products Defendants had at the time. Plaintiffs' research and development activities included (by way of list, not limitation) review of Intemel-related software like email, browsers, voice over IP, web server software and authoring platforms, among others; methods for connecting to Internet for business or public purposes; key-success strategics for developing customer presence on Internet; configuration and administration of Defendants' first World Wide Web site (www.adtdata.com): institution of e-mail access and services for all employees; ...Opportunities excluded include: Technology Council of Central Pennsylvania web site; growth of Internet Connections Corporation as an independent entity, Pennsylvania Quality Leadership Foundation, Inc.... 16. In as much as Internet had yet to become the popular medium it is today, Defendants' employees did not know how to use a browser; Plaintiff directed the installation of Internet browser software (Netscape Navigator 1.0) [there was no Microsoft Internet Explorer browser at the time] on Defendants' workstation PC's at their work-desk [including Alan Todd's] and conducted one-on-one tutoring with numerous employees in how to use an Internet browser, e-mail and Internet marketing as it related to technologies involved. 17. The Joint Venture Agreement provides the factual basis. Plaintiff frequently accompanied sales-persons (at the request and direction of Defendants) on sales calls where the purpose of the sales meetings was to introduce clients to the Defendants' new Internet venture. Such support frequently consisted of links to web sites. Plaintiff designed flyers and brochures; conducted telephone solicitations to new and existing customers; served as point person for Internet marketing seminars where attendees were introduced to Plaintiff as "point person in our new Internet offerings." In addition, Plaintiff worked closely with John Grenoble and Dick Schauss in the set- up, operation and demonstration of an Internet web site which operated on an SGI Indy computer, housed at Defendants' place of business. 00168501.2 .no 7o 7aaa oo-a7 7172993160 PAGE.04 MAR-29-2000 WED 0941 AM HARTMAN UNDERHILL BRUBAX FAX NO. 7172993160 P. 05 18. The Joint Venture Agreement is the factual basis. The Defendants had the fiduciary responsibility for all sales generated and provided sample contracts for new customers and did provide a top 100 customer list. 19. Internet related products and services include (but arc not limited to) the following: training classes specifically designed to further customer knowledge about Internet and its use; venture investments; web site design, deployment and operation; the implementation of TCP/IP protocols in Defendant software products to make them "web ready"; site hosting services; web authoring; web-based CBT's, testing and performance evaluations; support for Ziff-Davis publishing company's web site 7_DU.COM; Financial Services University FSU.COM; and all business that used the Internet. 20. The first contract acquired in the venture was the Technology Council of Ccntral Pennsylvania web site; Carlisle Syntech Systems web site; ZDU.COM web site; also, these milestone were achieved as well: e-mail access of Defendants' business from Internet; a world wide web site listing products and services. Additional companies contracted with were Project Management Institute, PHE.4A, Chcsswise, Pennsylvania Medical Association, Financial Services University and Sheladia Associates, Inc. 21. By way of example, but not limitation, the Plaintiff designed flyers and brochures; provided sales guidance; developed training classes; prepared operating budgets and sales forecasts; training curriculum. Indeed, the Joint Venture Agreement, through Mr. Gamla, introduced the strategic use of the Interact to the Defendants. 22, Plaintiff scheduled and conducted numerous operations meetings regarding web products and services; hosting requirements; recommended web site operating software, including Netscape Commerce Server 1.0 and later the secure version of the same operating system; Plaintiff met regularly with Dick Schauss, John Flathmann, John Grenoble, Jay Gardner, Lori Daniels, Carol Dadzinski, Mary Bsscr, Bill Baltavc, Barb Ford, Tom Langan, Mark Borger, Bill Hitz, Lauri Nissel, Robin Rawdon, Christine Smith, Dan Alonso, Suzanne Batdorf, Deb Johnson, Julia Lowery...; and secured an agreement with Elizabethtown College to offer Continuing Education Units (CEU s) for Internet related classes via Dave Dentler. 23. John Flathmann asked the Plaintiff to refocus efforts in developing training curriculum since sales/operations had developed a good understanding of the Internet's use in business and was able to operate without direct involvement from Plaintiff. As a result, Defendants offered an Internet related curriculum as a component of Defendants' "Client Server University No change in the agreement was suggested or enacted by either party. 24. Plaintiffs first request for a meeting occurred on or about October 20, 1997 at which time Plaintiff was informed Alan Todd was traveling and unavailable; Plaintiff attempted to schedule a meeting with Alan Todd again on or about November 14, 1997 and was told again Alan Todd was unavailable because of business travel. Plaintiff again contacted Defendants' on or about March 10, 1998 and a meeting was scheduled for 3131/98. This meet was moved to 4/14198. This meet was subsequently moved to 4/16/98 and occurred at 4:00 p.m, that date. Contact person scheduling Alan Todd's meets was Julie Myers. 001085071 MOP 29 2000 0A: 57 7172993160 PAGE. 05 MAR-29-2000 WED 08:42 AM HARTMAN UNDERHILL BRUBAK FAH NO, 7172993160 P. 06 25, The factual basis is set forth in the allegation itself. By way of further response, when the request was made by plaintiff for a copy of any communication informing Plaintiff the agreement had terminated, Alan Todd could not produce any notice of termination. To the contrary, Alan Todd told Plaintiff that he (Defendant) would investigate and meet again in two weeks. No meeting, contact or follow-up by Defendants was made. The Plaintiff wrote a letter on May 29, 1998 discussing the meeting. 26. The Defendants' sale of its product/service division to Intellimark of PA, a subsidiary of StaftMark, Inc., occurred on June 23, 1998. Negotiations for the sale, mid perhaps a signed agreement, had to have been in existence as of April 16, 1998. Defendants, in the person of Alan Todd, verbally admitted and acknowledged Plaintiffs involvement. 27. Plaintiff learned of the Intellimark sale when it was announced on Internet via the Defendants' web site and via www. ewsalc com, 28. Internet related technology: The incorporation and interconnection of Internet and World Wide Web communication protocols to Defendants' products/services such as "ClubNet," Defendants online learning web site; LOIS and its associated modules; Product delivery systems: The means and methods by which Internet is incorporated in the delivery of agreed on products/services sold by, leased or offered through subscription by Defendants. Sales and service activities: Those means and methods by which Defendants' products and services are made known to the buying public in general and to companies or corporations specifically. As to the basis of the knowledge, the Plaintiff has reviewed numerous articles about the company, the company web site, Knowledge Nighr' brochures and industry sources. 29. (a) Site was established in March of 1996. (b) Persons involved included Plaintiff, Dick Schauss, Joe Villa, John Grenoble, John Gerella and John Negley. 1 s.com, whether check (c) Gross receipts, received by Plaintiff, from p or purchase order, were forwarded in full to Defendants' designee Suzanne Batdorf. The Defendants would have all accounting records because it was their obligation to provide accounting services pursuant to the Joint Venture Agreement. 30.486, 33mhz, 12meg RAM, 500meg HD, mouse, monitor: scrapped for spare parts; Toshiba Satellite Pro T24000S laptop 486 cpu, 8meg RAM, 240 meg IID, mouse, Portable Sound speakers, reallocated to non-related use. At ADT, an SGI Indy, standard IBM PCs running Windows NT, an Internet information server and other servers located at the Defendants' businesses since 1995 that are used to provide or access Internet services, training, traffic or products. 31. Until the Defendants have responded to the Plaintiffs discovery requests, the Plaintiff is unable to answer this question completely. By way of partial response, please sec answers to these interrogatories and the response to the Defendants' production request. 00169507.2 MAR 29 2000 0857 7172993160 PAGE.06 IV1, ]t Bpd ExMbit E "'C'MMOM il:J•Jltl ?Itl03 i?f0'tRM T031 .3aYU'T is 4 .. • ...'fit Buchanan Ingersoll ATTORNEYS Jayson R. Wolfgang 717-277.4800 wolrgangjtCa bipc.com Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Re: Garula v. KnowledeeSoft. Inc. Dear Mark: September 7, 2000 I am writing to follow-up on our telephone conversation of September 6, 2000. P9INCIIAI LOCATION! R :-.:. P ..; :.. L_ '. nl . r. Specifically, I would like to get the deposition of Sam Garula scheduled. There are also depositions you indicated an interest in scheduling, including the depositions of Alan Todd and John Flathmann. We discussed the possibility of getting these depositions scheduled for October 24 and 26, 2000. Please advise whether Mr. Gamla is available on October 24 for his deposition. We can discuss the time and location of the deposition assuming the date is acceptable. I will talk to my client about October 26 and let you know. In addition, you mentioned that your client has uncovered voluminous additional documents (or printouts of electronic files) which you are in the process of organizing for production. As I indicated to you on the telephone, I ask that you produce any supplemental documents to me as soon as possible so as not to delay the depositions or the scheduling thereof. Thank you for your cooperation. I look forward to hearing from you on the above matters. JRW/cb P R O F E 5 5 1 O N A E C O R P O R A I 1 O N Una Soulo Monet SglrOre. 217 Market 5trel't. 1a Floot. NaNisour0. PT 1 7101 17 717 237 4600 F. 717 233 0652 I n.ra U.oc corn MaIIInO Address: PO. Boy 12023. Nwrisoulg. PA 171082023 a Exhibit F ',?Y?.yd?rr.?w4A:i=.4, r e-.o...:, ,.......... .-,. ,. ? ......, ?.;a.!. ? .der c.? ?A ..aq. i,,..l.a"`?.2(1xy$ Buchanan Ingersoll ATTORNEYS Joyson R. Wolfgang 717-2374800 wolfgangjr@bipe.com October 5, 2000 VIA FACSIMILE AND REGULAR MAIL Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 POINCIeAI LOCATION! P,..Le. L:., L1 VV?:? DC Re: Garula v. KnowledeeSoft. Inc. Dear Mark: A few weeks ago, I asked if you would provide me with deposition dates for your client. To date, I have not heard back from you. Please advise whether Mr. Garula is available for a deposition November 1, 2, 3 or 8. Thank you for your attention to this matter. Very truly yours, S-v 4ay R. Wolfgan? JRW/cb P R O F E S S 1 O FJ A L C O R P O R A I 1 O N One South Mo.keT Squaw. 213 Minkel Street. 3:a Floor. Hanlsburg. PA 171011[: 717 237 4000 F 717 233 0952 Irv w b-nc.Coln Malling Address: P.O. BOA 12023. Hou3ourg. PA 171052023 ? .,?,?,. ,,,?, ?,a_.?,, ,,,,,,,,,,,,, i> ?...:. ?.. ,. SAM GARULA, : IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. : CIVIL ACTION -LAW KNOWLEDGESOFT.INC. and ADT DATA SYSTEMS, : NO. 99-4232 Defendants NOTICE OF DEPOSITION TO: Sam Garula c/o Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 Please take notice that counsel for Defendants KnowledgeSoft.Inc. and ADT Data Systems will take the videotape deposition upon oral examination of Sam Garula for the purpose of discovery and/or for use at a hearing or at trial in this matter before Filius & McLucas Reporting Service, Inc., 1427 East Market Street, York, PA 17403,or other officer authorized to administer oaths, on November 10, 2000, commencing at 9:30 a.m., and continuing thereafter from day to day until the taking of the videotape deposition may be adjourned, at Buchanan Ingersoll, 213 Market Street, Third Floor, Harrisburg, PA 17101, on all matters not privileged which are relevant and material to the issues and subject matter involved in the above-captioned matter and all defenses thereto. The videotape operator, will be an employee of Video Images. The above-referenced deponent will be required to submit to examination under oath. BUCHANANINGERSOLL PROFESSIONAL CORPORATION By. Jaysoi R. Wolfgang, Esquire I.D. #42076 One South Market Square 213 Market Street 3b Floor Harrisburg, PA 17101 (717)237-4800 DATE: October 26, 2000 CERTIFICATE OF SERVICE 1 certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class and facsimile as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 By: SrA-.'` Jayson R. olfgang,Esqu' DATE: October 26, 2000 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by United States mail, postage prepaid, first class and facsimile as follows: Mark E. Lovett, Esquire Hartman, Underhill & Brubaker, LLP 221 East Chestnut Street Lancaster, PA 17602 i -• i By;?C' SLY\. ? \ar Jayson R. Wolfgang, Esqui `I` DATE: October 27, 2000 SAM GARULA, Plaintiff V. KNOWLEDGESOFT. INC. AND ADT DATA SYSTEMS, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 99-4232 CIVIL TERM AND NOW, this 22"' day of November, 2000, upon consideration of the attached letter from Jayson R. Wolfgang, Esq., attorney for Defendants, the discovery conference previously scheduled in this matter for December 29, 2000, is cancelled. BY THE COURT, Mark E. Lovett, Esq. 221 East Chestnut Street Lancaster, PA 17602 Attorney for Plaintiff Jayson R. Wolfgang, Esq. Matthew C. Browndorf, Esq. One South Market Square 213 Market Street, 3` Floor Harrisburg, PA 17101 Attorneys for Defendants esley Ol , J ., Cop, -f'1 tamed II-a?-oo R?g :rc ice. ` Buchanan Ingersoll ATTORNEYS Jayson R. Wolfgang PRINCIP.L LCCAIION, 717-237-4800 P•'>:,`•.•';. wolfganidr@bipacom P^;v,l • M. November 21, 2000 The Honorable J. Wesley Oler Jr. , Cumberland County Courthouse One Courthouse Square w:, ,..• ; DC Carlisle, PA 17013 Re: Garula v. KnowledgeSoft.Ine., et al. No. 99-4232 Dear Judge Oler: On Friday, November 17, 2000, Plaintiff filed a Praecipe to mark the above-referenced matter settled, discontinued and ended with prejudice. I enclose a copy of the time-stamped Praecipe for your reference. In light of the discontinuance of this matter, the discovery conference scheduled for December 29, 2000 at 3:00 p.m. on Defendants' Motion to Compel is no longer necessary. Thank you for your attention to this matter. JRW/cb Enclosure cc: Mark Lovett, Esquire Richard Pierce, Court Administrator Very lyyours, L1c?G? Jays n R. ?r Wolfgang Nov 2 2 ?? P F O F E S 1 O N A L C O A P 0 R A 1 1 O N J .,.-.14 4;0,. ? I ,. p•• I .•I.p,..'• I I b :.e .? I ?. .'l f fid : ? .vwN UpC.UJm .. ..x,10. '.I?1 . Mallln0 AaalOES', w(' li .• b;u• ?.:..c;,? Is: I J i .. . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SAM GARULA, Plaintiff VS. No. 99-4232 KNOWLEDGESOFT, INC., and ADT DATA SYSTEMS, - " 1 Defendant PRAECIPE Please mark the above-captioned matter settled, ended and discontinued with prejudice. \HARTMAN UNDERHII L 8c BRUBAKER LLP B\y` Mark E. Lovett, Esquire Attorney I.D. #41071 Attorneys for Plaintiff 221 East Chestnut Street Lancaster, PA 17602 (717)299-7254 CW Zoo U Dated: 14. 00190676.1