Exhibit 1 

Part B 

{00006026;v1 }

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 1 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

205

1 go to.

2 Q Before or after the closing?

3 A I don't -- I would assume after.

4 Q Was there any --

5 A I don't think --

6 Q Was there any representation about Siemens'

7 revenue beyond the $25,000 that you talked about

8 repeatedly?

9 A Yeah, I mean, I was -- my recollection, our

10 meetings, we were -- Adil was pretty bullish on the

11 fact that he thought that we could sell our technology

12 into Siemens. Looking -- I don't think that I -- like

13 I said, I will check my calendar but I don't think I

14 attended this June 26th open house.

15 Q But other than the $25,000, you're not aware

16 of any other Siemens purchase orders?

17 A Correct.

18 Q Do you recall having discussions with

19 Mr. Shafi about hiring certain personnel to work for

20 the combined entities after the closing?

21 A Yes.

22 Q Who was Elsie White? Who is, I should say.

207

1 Q Did she have a particular specialty that you

2 were aware of?

3 A I think government. But she didn't want to

4 commute.

5 (Deposition Exhibit Number 16 was marked for

6 identification.)

7 BY MR. MURPHY:

8 Q I'm showing you what's been marked as

9 Exhibit 16.

10 A Thank you.

11 Q You knew that around this time frame, and

12 I'm talking about late May 2008, that Adil was

13 communicating on a regular basis with Jim Dara?

14 A Is that a question?

15 Q Yes.

16 A I mean, I don't -- I don't know that

17 specifically. I don't know how often they

18 communicated. They were both trying to figure out

19 their own sales, his, Shafi, and Jim, Braintech's.

20 Q And I thought you testified earlier that

21 there was a lot of interaction between Mr. Dara and

22 Mr. Shafi regarding sales of the combined --

206

1 Sorry.

2 A I believe that's a woman from, and I can

3 never pronounce this correctly, so excuse me, Hooton,

4 Hoeton, Houghton, Michigan who Shafi, Adil was just

5 panicked over hiring. And I thought -- I think that

6 she was going to be involved in our government

7 business.

8 Q Did she ever get hired by the combined

9 entity?

10 A I don't believe so because -- and I'm not

11 sure whether we made her an offer or not. I would

12 have to check the record, J.P. But my recollection is

13 this, that we offered her the job in Detroit because

14 we didn't have any employees out in upper Michigan.

15 And so I -- I believe we offered her a position and a

16 job in Detroit. And I think that she insisted that it

17 be elsewhere.

18 And so in talking with the team that she

19 would work with, I think the consensus was that it

20 really didn't make sense to spend precious resources

21 to hire someone that was going to be 3 hours away or

22 however many hours away it was.

208

1 A Yeah, but this goes all the way back to May.

2 This, what you just handed me, Exhibit 16. I don't

3 know at that point. I mean, I just....

4 I know for a while they were joined at the

5 hip. And Jim has an excellent November e-mail that

6 memorialized his experience with Adil.

7 (Deposition Exhibit Number 17 was marked for

8 identification.)

9 BY MR. MURPHY:

10 Q This may have been marked as a part of

11 another exhibit, but it was attached to the e-mail

12 that was marked Exhibit 7 -- Exhibit 16.

13 A Uh-huh.

14 Q And in fact I asked you questions about

15 what's your understanding of a forecast.

16 A You did.

17 Q I also asked you questions about assumptions

18 and discussion points.

19 Did you understand that, in order to obtain

20 government contracts, that Shafi would have to

21 undertake some review process by the appropriate

22 governmental entities before it could be awarded a

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 2 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

209

1 government contract?

2 A I don't even know what that means, what you

3 just said.

4 Q What is your understanding of HubZone

5 status?

6 A Yeah, I think we had a HubZone status right

7 here. You want me to define it for you? I don't know

8 if I can.

9 Q No.

10 A Thank you.

11 Q Let's skip over that. Did Mr. Shafi ever

12 make representations to you that the achievement of

13 HubZone status or location of Braintech in a HubZone

14 area would help him make sales?

15 A It -- yes. He did represent that.

16 Q And wasn't that a condition or an assumption

17 to many of the forecasts that he gave you?

18 A Our obligation, clearly articulated in our

19 transaction documents, our obligation to be up there

20 in Houghton, upper Michigan, was not until I think it

21 was late 2009.

22 Q My question was different.

211

1 document. Or do I -- I don't -- maybe some of these

2 are discussion points that aren't included that they

3 would like to discuss.

4 Q So none of this was material at your level?

5 A I think the resulting forecast was material

6 at my level, yes. I think that's why they were doing

7 this.

8 Q The forecasts but not the assumption?

9 A No. The assumptions. The assumptions, too.

10 I'm just saying, J.P., I don't know if the listed --

11 these 15 line items, I -- not being the author of this

12 schedule, I don't know of those 15 items which one of

13 them are rolled into this content and which of them

14 are just discussion points to discuss and then rolled

15 in or not rolled in. I can't speak to that.

16 Q Did you ever come to a determination as to

17 which one of these points were rolled into the final

18 forecast and which were not?

19 A I don't -- you know, I don't -- I don't -- I

20 don't recollect offhand, you know, if we had a

21 conference call about this. Once again, this is a

22 forecast for the partnership. All right? We

210

1 A I'm sorry.

2 Q My question was, was location in a HubZone

3 status one of the assumptions behind the sales

4 forecast?

5 A You'd have to --

6 MR. GREEVES: This sales forecast or just

7 generally?

8 MR. MURPHY: Generally.

9 THE WITNESS: You would have to ask Jim

10 and/or Adil what they put -- what they assumed when

11 they produced their sales forecasts.

12 BY MR. MURPHY:

13 Q So you have no knowledge or understanding of

14 what sort of requirements Adil Shafi and Jim Dara

15 would need to achieve the forecasts as represented in

16 various documents regarding Shafi revenue?

17 A Well, as they were -- I mean, as they were

18 careful to delineate here in this exhibit that you are

19 referring to, Exhibit 17, they put assumptions and

20 discussion points.

21 I don't know which of these assumptions they

22 put into the forecast. I'm not the author of this

212

1 dismissed that structure. And we started down the

2 path of acquisition. And that's the transaction

3 certainly that we closed on.

4 Q But weren't these assumptions and discussion

5 points always relevant to any forecast, regardless of

6 the form of the transaction?

7 A No. I think the -- I think the -- I think

8 the -- you know, specifically to answer your question,

9 I don't know. But partnership, the contributions were

10 very different.

11 Q Well, under the -- in this iteration of the

12 forecast, there was an assumption that there would be

13 a metro Detroit sales engineering office by July 1,

14 2008. Do you remember that aspect of it?

15 A I know that we -- I mean we were fully

16 engaged in -- I mean, we had -- we made big efforts to

17 open up a Detroit office.

18 Q When was that office opened?

19 A I think it was under a lease in December of

20 '08, and we moved in. And we hired all the

21 salespeople, I think, in January '09. I signed our

22 lease in November or December in '08 and we moved --

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 3 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

213

1 anytime, you know, you rent a space for these

2 purposes, it's going to take a while to negotiate the

3 lease and also build out the space for our robotic

4 laboratory, which is what our Michigan office is all

5 about.

6 So, you know, I would have to check the

7 record, but sometime in the fall of '08 we signed the

8 lease. And then we spent time building the

9 laboratory. And then we spent time hiring sales

10 executives. And that was all under the control of Jim

11 Dara.

12 Q In the final evolution of the acquisition of

13 Shafi, it's true that that office was supposed to be

14 opened in September of 2008, correct?

15 A I think that was -- you know, that was the

16 intent.

17 Q Well, that was stated in writing; true or

18 false?

19 MR. GREEVES: Object to the form of the

20 question. It assumes facts.

21 THE WITNESS: I mean, I don't know -- you

22 know, I don't know how it was stated or whatever you

215

1 A That was the responsibility of Adil and Jim

2 to do.

3 Q Who signed the lease --

4 A Location --

5 Q -- when it was signed in December of 2008?

6 A I'll have to check that. It was either

7 myself or Jim Dara.

8 Q You knew that Shafi's software did not run

9 on ABB robots; true or false?

10 A Can I -- can I go back one question, J.P.?

11 Q Yeah, sure.

12 A What date -- what date did you say we signed

13 the lease?

14 Q You said it was signed in December of 2008.

15 A I thought it was fall of 2008. Okay. I

16 thought you just spouted a date and I missed it.

17 Okay. We can check that record. I'm sorry.

18 Question?

19 Q You knew that Shafi Reliabot software didn't

20 run on ABB robots; true or false?

21 A No. We were led to believe that Reliabot

22 software runs on every robot. And that's well

214

1 want to color it, but that was clearly the intent.

2 BY MR. MURPHY:

3 Q Two items down, or actually the next item,

4 "timely acquisition of necessary hardware for metro

5 Detroit office." That would have coincided with an

6 opening of a metro Detroit office, correct?

7 A Which number are you on?

8 Q Right below opening of a metro Detroit sales

9 office.

10 A I mean, we already had ABB robots, right?

11 So I don't know what it means about timely

12 acquisition. We had -- we had four robots in

13 Vancouver that we moved to Detroit.

14 Q But they didn't --

15 A So I don't --

16 Q But they didn't come to Detroit at any time

17 during Mr. Shafi's employment, did they?

18 A No. Because unfortunately we didn't have an

19 office space open. But we had them all up in

20 Vancouver.

21 Q What action were you undertaking in

22 September of 2008 to open an office in Detroit?

216

1 documented in several places.

2 (Deposition Exhibit Number 18 was marked for

3 identification.)

4 BY MR. MURPHY:

5 Q I'm showing you what we've marked as

6 Exhibit 18.

7 A Thank you.

8 Q This is another one of many e-mails that you

9 received from Mr. Shafi. Do you recall it?

10 A Do you have my response to this?

11 Q I get to ask the questions today.

12 A Okay. Thank you.

13 Q Before I ask about Number 18.

14 A Yes.

15 Q During Mr. Shafi's entire tenure as the COO,

16 there was never an office opened in Detroit; true or

17 false?

18 MR. GREEVES: Object to the form of the

19 question.

20 THE WITNESS: True. But that -- what does

21 that matter?

22 BY MR. MURPHY:

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 4 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

217

1 Q I get to ask the questions.

2 A Okay.

3 Q During the entire time of Mr. --

4 A He --

5 Q -- Shafi's --

6 MR. GREEVES: Let him ask his question.

7 BY MR. MURPHY:

8 Q I'll start over.

9 A Sorry.

10 Q During the entire time Mr. Shafi was COO at

11 Braintech, there was never any equipment available in

12 the United States for him to run Reliabot software on

13 for purposes of demonstration; true or false?

14 A False.

15 Q Where was that equipment located?

16 A At ABB.

17 Q Was Mr. Shafi --

18 A I think there was also at Kawasaki -- there

19 were a couple of installations he could have easily

20 gone to or brought customers to.

21 Q During the entire period of Mr. Shafi's

22 tenure as chief operating officer, there was never any

219

1 combined entities at this point in time.

2 THE WITNESS: Yeah, I, too, I mean, I think

3 I had mentioned this before. I mean, there was a

4 $900,000 government order that was looming over our

5 head, number 1. And number 2, you know, I'm not

6 sure -- this was May 30th, 2008. We hadn't even

7 signed our -- we hadn't even signed our LOI yet. So

8 why is he -- I mean, why is he sending me stuff like

9 this? I mean, I can't -- I can't manage his business

10 for him at this point. This is his business, not

11 mine, to manage. I didn't have any authority to make

12 decisions. For this reason we need so-and-so in the

13 HubZone? That's not my decision.

14 BY MR. MURPHY:

15 Q Whose decision would it be?

16 A This is -- J.P., this is May 30, 2008, we

17 haven't even signed a letter of intent yet.

18 Q Wasn't this part of the discussions as to

19 what Mr. Shafi needed to support a sales effort?

20 A We were talking -- at this time we were

21 talking about the partnership and the enhanced egg.

22 And in June, it was decided that that was

218

1 training made available for Reliabot software?

2 A Well, two things there. We trained on --

3 Q Yes or no?

4 THE WITNESS: I --

5 MR. GREEVES: These are not fill in the

6 blank answers, counsel.

7 THE WITNESS: Two, we did plenty of training

8 on eVF. And through evaluation reports and a lot of

9 information once we got ahold of the technology, it

10 was told to me that you can't train anybody in

11 Reliabot. And I will leave the experts to address

12 that.

13 BY MR. MURPHY:

14 Q Who would be addressing that on behalf of

15 Braintech?

16 A Dr. Boca. And Babak.

17 Q Do you recall Mr. Shafi telling you in the

18 May 30 e-mail, which is marked Exhibit 18, that

19 government sales might be a big source of revenue for

20 the combined entities in the future?

21 MR. GREEVES: Object to the form of the

22 question. I don't think there were going to be

220

1 way too complicated and the parties mutually decided

2 it wasn't in the best interest of both. And we then

3 turned our attention to the acquisition.

4 But I mean I have no standing to make any

5 decisions for Adil as to who he hires at this time.

6 Q Mr. Shafi had already delivered multiple

7 copies of the access and acceleration agreement,

8 correct?

9 A By May 30th?

10 Q Yeah.

11 A I know that was a very dynamic schedule.

12 And I know that it got updated and changed regularly.

13 So, at this point of our partnership conversations, I

14 don't -- I can't even recollect what the draft of it,

15 even if there was a draft of the A&A schedule, what it

16 was. No.

17 Q So this was not even -- as far as you're

18 concerned, this is not even a negotiation as to what

19 Mr. Shafi needed to support sales and revenue?

20 A Well, I -- I mean I read this quickly just

21 now, all right? And I -- I mean, it -- he's sending

22 me resumes. And for this reason this person needs to

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 5 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

221

1 be hired. But this is his business. May 30th, 2008,

2 I don't -- I don't own Shafi. At this point we were

3 just talking about a partnership, which in fact it was

4 kind of cratering because we realized that technically

5 speaking, it ain't going to happen.

6 All I can say to you is I had no standing to

7 make any decisions at this point regarding his

8 business.

9 Q So your understanding is that this had

10 nothing to do with the -- the future of Braintech and

11 Shafi? This -- Mr. Shafi was just talking about his

12 own business here? And this was irrelevant to any

13 concern that you had at the time?

14 A I'm not sure I understand your question.

15 Q Mr. Shafi suggests that, quote, middle of

16 the page, "For this reason we need Elsie White to be

17 in a HubZone working from her home and filing

18 appropriate papers to get HubZone, SmartZone and 8(a)

19 designations in 2008 so that we can get orders in

20 2009."

21 Did I read that accurately?

22 A That's what it says.

223

1 Q You knew that he was spending all his time

2 on this deal and not spending time on running Shafi

3 and getting sales; true or false?

4 A False. I had no idea what he was spending

5 his time on.

6 (Deposition Exhibit Number 19 was marked for

7 identification.)

8 BY MR. MURPHY:

9 Q I'll show you what we've marked as

10 Exhibit 19.

11 A Thank you.

12 Q I'll ask you to take a quick look at that.

13 A Uh-huh.

14 Q After you've done that, give me a sign, and

15 I'll ask a question.

16 A Okay.

17 Q Now, is this similar to the prior exhibit

18 where Mr. Shafi is just talking about his own business

19 and not the future entity where Shafi is going to be

20 related to Braintech?

21 A You know, a couple things here. I mean, I

22 think -- you know, this to me appears irrelevant.

222

1 Q And you believed that Mr. Shafi was just

2 talking about his own business, not the future entity

3 involving both Shafi and Braintech?

4 A I mean, he -- I don't know what he was

5 talking about. You -- he's the author. You can ask

6 him.

7 All I'm telling you is that, at this point

8 in time, I had nothing to do with these decisions. I

9 had my own business to take care of. This is all

10 about his business.

11 Q Well --

12 A I mean --

13 Q -- at some point in time his business became

14 your business; true or false?

15 A August 12th.

16 Q Okay.

17 A And this is May.

18 Q You were negotiating as to what form that

19 combination would take as of May, right?

20 A Right. But I was very careful not to make

21 decisions for him during this whole negotiating and

22 closing process.

224

1 Because this has to do with the partnership, J.P., not

2 the acquisition, number 1. And this is Shafi's

3 business. I can't make these hiring decisions for

4 him. I don't have anything to do with Shafi, Inc. or

5 Shafi, Inc. Innovations at this point. We haven't

6 even signed a letter of intent.

7 Q And --

8 A So....

9 Q -- the hiring of people after the entities

10 come together in some format is completely irrelevant?

11 A No. Once we come together, right, and we

12 close in August the 12th, there are documents that

13 say, you know, this is the access and acceleration,

14 this is the thrust of the business and this is who we

15 would like to hire based on cash flow ability. As

16 simple as that.

17 Q You knew that you were getting revenue

18 forecasts from Mr. Shafi and Mr. Dara for the entity

19 that would have a combination of Shafi and Braintech;

20 true or false?

21 A The Shafi revenue, pipeline revenue, was

22 from his installed base. It was $250 million of

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 6 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

225

1 capital working every day on his technology.

2 Q So you were getting those forecasts for what

3 reason?

4 A So we could justify the acquisition and we

5 could plan for the future.

6 Q And you're telling me that you had no idea

7 that in order to support that forecast, Mr. Shafi

8 needed the combined entity to hire Elsie White, Donna

9 Burr, two engineers, and two more engineers?

10 MR. GREEVES: Object to the form of the

11 question. I'm not getting that from this document.

12 But go ahead and answer.

13 THE WITNESS: Donna Burr was administrator.

14 She was Adil's personal secretary for years and years

15 and years. We hired her, right? Adil said hire her.

16 We hired her.

17 Elsie White was up in northern Michigan.

18 And her sales effects didn't even take place until

19 deep into 2009.

20 We already had engineers up the yazoo in

21 Vancouver, and two application engineers in Michigan.

22 We attributed -- contributed two excellent

227

1 engineer of ours, was assigned to Shafi, and so was

2 Lou Kondek.

3 So my opinion is he had everything he

4 needed.

5 BY MR. MURPHY:

6 Q So did you -- you just ignored these

7 e-mails?

8 A Well, J.P., I'm saying that I was -- at the

9 time of May 30th, I was CEO of Braintech. I had no

10 authority or anything to do with Shafi, Inc. I had no

11 authority to give the approval to hire these people.

12 Q Why didn't you write back and say --

13 A Who am I?

14 Q Why didn't you write him back and say I have

15 nothing to do with this?

16 A What did I just ask you 20 minutes ago? Do

17 you have my response to one of the exhibits you gave

18 me. And you said I'll ask the questions. That's why

19 I was asking you for that.

20 Q I've got all your responses.

21 A Okay. I would like to see my response.

22 Q I'm not going to argue with you.

226

1 sales executives under Shafi's direct responsibility.

2 Jim Dara, our chief sales officer, and Pete Manias,

3 our chief marketing officer, dealt with him every day.

4 And the revenue that Shafi represented in forecasts

5 for us was out of his own installed base.

6 BY MR. MURPHY:

7 Q So you're telling me that you had no idea

8 that in order to support the forecasted revenue,

9 Mr. Shafi needed the hires that are mentioned on

10 Exhibit 19?

11 MR. GREEVES: Objection to the form of the

12 question. Assumes facts.

13 THE WITNESS: Once again, Adil was not a

14 revenue -- Donna was not a revenue maker. She was an

15 administrative assistant. Kind of like your secretary

16 up in Detroit. Very valuable, but I would guess that

17 she does not get clients for you. Right? Maybe she

18 does. I don't know. But she was an administrator.

19 Elsie was in government sales just like it

20 says, right? Her revenue was way out, right? I think

21 we mentioned summer, autumn, fall, '09. We had the

22 engineers. Dan Beaudoin, excellent application

228

1 A I don't want to argue with you either. But

2 that's why I asked you the question earlier, what was

3 my response to all of these. What am I supposed to do

4 with this? I can't tell Adil to go hire these people.

5 I have nothing to do with this company at this point.

6 Q You know that Shafi had no revenue coming in

7 in 2008; true or false?

8 MR. GREEVES: Object to the form of the

9 question.

10 THE WITNESS: I don't know what he was paid

11 the first 6 months of 2008. I do know that in 2007,

12 it was about five or 600,000. And the year before

13 that it was over a million.

14 And he tells me he has 200 installations.

15 So that's a lot of revenue. I don't know if that was

16 accounted for properly in all of his tax returns and

17 everything else. But that money went somewhere.

18 That's -- that's what I know.

19 BY MR. MURPHY:

20 Q Well, we spent a lot of time this morning

21 going over records to demonstrate that Shafi, and you

22 admitted, that Shafi had an inability to pay its

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 7 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

229

1 creditors in the ordinary course.

2 Do you remember that testimony from this

3 morning?

4 MR. GREEVES: Object to the form. We're not

5 going to just go through all the -- I mean, if you

6 have a question, let's ask a question. If we've

7 already done it, then we don't need to do it again.

8 THE WITNESS: So do I answer or not?

9 MR. GREEVES: I mean, do you remember your

10 testimony from this morning?

11 THE WITNESS: Well, I remember talking about

12 Shafi's creditors and how he owed a lot of people a

13 lot of money. And J.P. showed me financial statements

14 that showed that.

15 BY MR. MURPHY:

16 Q And you knew that at the time; true?

17 A I knew that Shafi owed money because that's

18 why he was so panicked to close this deal so quickly

19 and, you know, every other week request that I wire

20 transfer from my personal bank accounts to his

21 account. He was panicked. He was underwater.

22 Q And so you knew that Shafi had absolutely no

231

1 have no authority to approve this expenditure for his

2 company.

3 Q Well --

4 A I don't -- at this point, we're just

5 negotiating a partnership arrangement which

6 subsequently failed.

7 Q Well, okay --

8 A Right?

9 Q The partnership failed. But there was

10 always an understanding that support people were going

11 to be hired in the combined entity?

12 A Which was reflected in his employment

13 agreement. And it was based on a cash flow

14 availability, a cash flow ability.

15 Q So one of the negotiating points for the

16 partnership was that Mr. Shafi needed this kind of

17 employment support. True or false?

18 A But, J.P., this is May 30th, 2008. I have

19 nothing to do with this.

20 Q You're negotiating a partnership.

21 A But I can't tell him the people who he can

22 hire, where, and how much.

230

1 ability to hire four engineers, an administrator, and

2 another sales support person?

3 A I didn't know what -- what accounts he was

4 collecting. I didn't know what -- you know, I

5 didn't -- I didn't know who was currently paying him.

6 I didn't -- the only thing I knew was historically

7 what I could tell. And it took a long time for them

8 to produce the 2008 6-month financial statements is my

9 recollection. So I really didn't know what was going

10 on. But I did know --

11 Q So on the one hand you knew that Shafi

12 couldn't pay its creditors?

13 A I knew Shafi wasn't paying his creditors.

14 Q And lawyers were negotiating payment

15 agreements that you became aware of?

16 A Correct.

17 Q And you didn't realize that the e-mail that

18 we've marked as Exhibit 19 was Mr. Shafi's suggestion

19 as to the level of support he needed to generate the

20 revenue that had been circulating in the forecasts for

21 the combined entity?

22 A But what am I supposed to do about that? I

232

1 Q Okay.

2 A I mean....

3 MR. MURPHY: Let's take a break and let me

4 just re-sort where I am.

5 MR. GREEVES: Okay.

6 (Whereupon, a recess was taken between

7 3:40 p.m. and 4:04 p.m.)

8 (Deposition Exhibit Number 20 was marked for

9 identification.)

10 BY MR. MURPHY:

11 Q Mr. Weidinger, I'm showing you what's been

12 marked Exhibit 20. For the record, it's an e-mail

13 addressed to you from Adil Shafi dated Friday, May 30,

14 2008. Do you agree?

15 A Yeah. It's dated May 30th, correct.

16 Q It's sent to your weidingerfamily address?

17 A Uh-huh.

18 Q Do you have any recollection of receiving

19 this around that time?

20 A I think I do remember this and was

21 wondering -- very confused by it.

22 Q Does this appear to you to be a discussion

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 8 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

233

1 of how the first $50,000 was going to be spent?

2 MR. GREEVES: Object to the form of the

3 question.

4 THE WITNESS: Okay. I'm sorry. What's the

5 question?

6 BY MR. MURPHY:

7 Q Does this appear to you to be a discussion

8 of how the first $50,000 advance would be spent?

9 A No. Not at all.

10 Q Do you recall receiving this?

11 A I don't -- I'll have to check to see if and

12 when I did receive this. But I don't -- I mean, this

13 is May 30th. We didn't have any agreement to do

14 anything May 30th. So I don't even know what this is

15 about.

16 Q You don't recall having a discussion about a

17 $50,000 down payment being made in May?

18 A I think the $50,000 payment was made in

19 June. And it was based on a list of terms and

20 conditions that we had just then agreed to. I mean,

21 there's nothing that supports anything for a payment

22 that I see. I was -- he did this kind of stuff all

235

1 expenses. And it was also based on a term sheet that

2 I think that I proposed to Adil at the time.

3 You know, I -- you know, like I said, J.P.,

4 I would really love to see my response to this e-mail.

5 Q Let me make sure I understand. Do you

6 recall receiving that e-mail?

7 A That's why I'm asking, I would like to see

8 my response.

9 Q So you can't remember?

10 A Like you said, there were hundreds and

11 hundreds of e-mails between Adil and I going back and

12 forth, back and forth.

13 I don't specifically remember this

14 regurgitation of his payables.

15 Q And is there an entry on the fifth line down

16 as to --

17 A The fifth line?

18 Q Fifth bullet point.

19 A It says "Adil reimbursement for 12,500."

20 Q And you had no further discussions with

21 Mr. Shafi about whether he would get a portion of the

22 first $50,000 to reimburse him for expenses?

234

1 the time. I mean, this just baffled me. Out of the

2 blue, you know, please, you know -- so he's

3 instructing Donna that, you know, to overnight these,

4 and that I'm going to wire money to him tomorrow.

5 I think I responded to this. And I would

6 like to see the response.

7 Q Is it your understanding that there was no

8 discussion about $100,000 cash component of a

9 partnership deal that was going to be paid to

10 Mr. Shafi?

11 A You know, I -- you know, that partnership

12 arrangement went -- swirled around so many different

13 iterations. I'm not sure.

14 All that I can do is go back to when it was

15 actually paid and what were the terms and conditions

16 that its payment was based on.

17 Q And you had no -- you have no recollection

18 of any discussions about whether it would be paid or

19 what use would be made of the payment any time prior

20 to the payment?

21 A Well, I -- I know when I made the payment in

22 June that it was -- it was earmarked for business

236

1 A I made --

2 MR. GREEVES: Objection to the form of the

3 question. It assumes facts and lacks foundation that

4 there was a discussion. But....

5 THE WITNESS: Yeah, I made it very clear to

6 Adil that the wire transfers were for business

7 expenses, not his own personal expenses.

8 BY MR. MURPHY:

9 Q And so --

10 A That was -- I think -- I think there's an

11 e-mail record that's pretty clear about that, J.P. We

12 can produce it.

13 Q By the way, since you have the e-mail

14 servers, if there's something I'm leaving out of the

15 picture here, I assume that you will bring it up at

16 trial.

17 A Yeah. Yeah.

18 Q And I'm going to hold you to that.

19 A Yeah. Yeah. Please.

20 (Deposition Exhibit Number 21 was marked for

21 identification.)

22 BY MR. MURPHY:

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 9 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

237

1 Q I'm showing you what we've marked as Exhibit

2 Number 21.

3 MR. GREEVES: May we have a copy of 21?

4 THE WITNESS: Oh, sorry.

5 MR. GREEVES: Oh. Thanks.

6 BY MR. MURPHY:

7 Q This is a little earlier in time. It's an

8 April 8 e-mail that you got from Mr. Shafi, correct?

9 A That's what it appears to be, yes. Trip to

10 Pittsburgh.

11 Q And Mr. Shafi is attaching a draft of

12 something.

13 MR. GREEVES: Sorry, counsel, what?

14 MR. MURPHY: Mr. Shafi is attaching a draft

15 of something?

16 MR. GREEVES: Where do we see that?

17 MR. MURPHY: On Exhibit 21.

18 MR. GREEVES: Are you talking about on the

19 second page?

20 MR. MURPHY: No. I'm --

21 THE WITNESS: It's coming?

22 MR. MURPHY: It's coming.

239

1 MR. GREEVES: Did you have a question about

2 it?

3 BY MR. MURPHY:

4 Q Do you recall receiving this in early April?

5 A I -- I remember some form of Exhibit 22,

6 yes. Whether it was attached to this e-mail -- I

7 don't think the e-mail that you say it's attached to

8 were -- even references it. I mean, you have a piece

9 of paper that's stapled. But there's no -- there's no

10 attachment on the headline of the e-mail. So, you

11 know, I don't know.

12 But this -- if you're asking me if I'm

13 familiar with the Exhibit 22, yeah, I believe I've

14 seen this before.

15 Q And in fact several drafts of this were

16 circulated. And this has to do with the partnership

17 that never came to fruition, true?

18 A I believe so. I'm -- I can't even recollect

19 who the author of this was. I think it was probably a

20 joint effort. But this was one of the swirls of the

21 partnership conversations.

22 Q Tell me what you understood about the value

238

1 MR. GREEVES: Oh. Okay. Sorry.

2 THE WITNESS: I think he said Shafi will

3 attach.

4 (Deposition Exhibit Number 22 was marked for

5 identification.)

6 BY MR. MURPHY:

7 Q I'm showing you what we've marked as

8 Exhibit 22. Do you recall getting this document along

9 with the April 8 e-mail or thereabouts?

10 A This was in April you're saying? These two

11 are attached?

12 Q I'm asking you. If you don't remember,

13 we'll move on.

14 A I -- I don't know specifically that this was

15 attached to that, if that's your question.

16 Q I'm representing to you that I have the

17 e-mail in native format with the attachment. And

18 Number 22 was attached to Number 21.

19 A 21.

20 Q Okay. If you care to dispute that based

21 upon your look at the Braintech servers, you're free

22 to do that.

240

1 component on the right-hand side in the second box,

2 1.85 million in cash with agreement.

3 A I think that's something that Shafi just --

4 that Adil just threw down. I'm not sure what the -- I

5 mean we made it pretty clear that this wasn't going to

6 be a cash deal. That it had to be -- that it had to

7 be a stock deal.

8 Q Well, didn't the --

9 A So, I mean -- I'm sorry.

10 Q Didn't the partnership discussions evolve

11 over about six more weeks?

12 A Like I say, I don't know what the date of

13 this is. But the partnership discussions evolved

14 until, I think right up until June, the end of May.

15 Q So they evolved for the months of April and

16 May?

17 A I think we started talking in February. We

18 spent a lot of time and resources and efforts

19 discussing partnership. Mutually agreed that it

20 wasn't going to work. I think we then flipped over

21 into acquisition conversations the first part of June.

22 That's my recollection.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 10 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

241

1 Q While the partnership discussions were under

2 way, you paid a visit to Houghton, Michigan, true?

3 A Houghton. That's it. Yes, I did. I'm not

4 sure when, but I can check my calendar.

5 Q Mr. Shafi, as part of that visit, lined up

6 meetings with several important people in Houghton,

7 true?

8 A Important people to him, yes.

9 Q Important people to him personally or to his

10 business?

11 A I think probably to him.

12 Q Now, while you were negotiating the

13 partnership agreement, did you do any due diligence on

14 Mr. Shafi personally? I don't mean you personally. I

15 mean his personal qualifications.

16 A No, sir.

17 (Deposition Exhibit Number 23 was marked for

18 identification.)

19 BY MR. MURPHY:

20 Q I'm showing you what we've marked as

21 Exhibit 23. Do you remember getting a copy of this

22 e-mail?

243

1 A Well, I think I already answered that I

2 don't have any recollection of this April 16th one

3 where he's sharing with us his proud background.

4 MR. GREEVES: Is there a question pending?

5 BY MR. MURPHY:

6 Q Do you have any recollection of receiving

7 it?

8 A You know, there are several hundred e-mails

9 going back and forth between Adil and I. This may or

10 may not be several of them.

11 Q Okay. On the third page of Exhibit 24,

12 there appears to be an attachment.

13 A Third page. Yeah, to me, J.P., that looks

14 like it's clipped and pasted on. That does not -- I

15 mean, I don't -- usually in e-mails the attachment is

16 like in the subject heading or in the salutation. I

17 mean -- I don't know.

18 Q You're used to using Outlook software for

19 your e-mail, correct?

20 A I use Outlook software, yes.

21 Q Do you know if Mr. Shafi uses Outlook

22 software?

242

1 A No, I don't. And as part of the materials

2 to properly submit to the SEC as part of the

3 transaction, I had to ask Adil for his background and

4 his -- his CV and his bio. So I don't --

5 Q There's a "regarding" line that says

6 "Experience and profile for access and acceleration."

7 By this time, in April, that's April 16th,

8 had you already been discussing the access and

9 acceleration process with Mr. Shafi?

10 A I -- I don't remember. I don't know what

11 the -- what the reason for him sending me this is. I

12 don't know, maybe he was pounding his chest. I don't

13 know.

14 (Deposition Exhibit Number 24 was marked for

15 identification.)

16 BY MR. MURPHY:

17 Q I'm showing you what we've marked as

18 Exhibit 24.

19 A Thank you.

20 Q And it's a compilation of several e-mails

21 right around October 16th and 17th. Do you recall

22 having this exchange with Mr. Shafi?

244

1 A I do not know.

2 Q Do you know that he uses a different

3 application for, I'm sorry, for e-mail than Microsoft

4 Outlook?

5 A I know he's got several e-mail addresses and

6 he does, you know, different funny things with all of

7 it. But I don't know what e-mail service or server he

8 uses, no, I don't.

9 Q So if he uses something other than Microsoft

10 Outlook, you might not see things that you're used to

11 seeing on Microsoft Outlook?

12 A Yeah. And I'm just saying, I'm just making

13 a point, I don't usually see an attachment this way,

14 so it's, it's foreign to me.

15 Q But you have no reason to believe there

16 wasn't an attachment to this e-mail?

17 A Right. Why don't we just print out the

18 attachment that you're saying is to this e-mail?

19 Is it Exhibit 22?

20 MR. GREEVES: No. I think he's going to

21 give it to you.

22 THE WITNESS: If he's asking me a question

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 11 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

245

1 about the attachment, I should probably see the

2 attachment, huh?

3 MR. GREEVES: Hopefully that's what you're

4 going to get.

5 (Deposition Exhibit Number 25 was marked for

6 identification.)

7 BY MR. MURPHY:

8 Q Well, I'm handing you what we've marked as

9 Exhibit 25.

10 A 25. Okay.

11 Q Now, the attachment language says:

12 "Braintech Shafi partnership, dash, two pdf."

13 A Uh-huh.

14 Q That to me indicates that this is the second

15 version of the partnership document. Does that

16 indicate the same to you?

17 A I'm sorry, what did you just refer to?

18 Q What you thought was cut and pasted on the

19 third page.

20 MR. GREEVES: Wait a minute. Wait a minute.

21 THE WITNESS: I'm sorry.

22 MR. GREEVES: With reference to Defendant's

247

1 it says. And this is a -- I think -- I think -- I

2 would like to know who the author of this was.

3 Q Well, did you get this and have a discussion

4 with Mr. Shafi about it? Or did you not get it?

5 MR. GREEVES: Well, why don't we just stick

6 to whether he knows if he got it or not.

7 THE WITNESS: I mean, you know, if we're

8 taking him on his word and it was attached to an

9 e-mail that I got --

10 MR. GREEVES: It's not a memory test. So

11 the answer, if you know, if you can recall, if you

12 have a present recollection sitting here right now as

13 to whether or not you got that. That's the question.

14 THE WITNESS: Thank you. I recall an

15 exhibit like this. What I don't recall is who is the

16 author, where the numbers came from, and if I had a

17 in-depth conversation regarding this document.

18 BY MR. MURPHY:

19 Q Okay. If you look --

20 A But I've got to tell you it's irrelevant.

21 Q If you look at page 2 of Exhibit 25?

22 A Two of 25?

246

1 24, counsel, you're noting the third page where it

2 says "Braintech Shafi partnership 2 pdf"?

3 MR. MURPHY: Yeah.

4 THE WITNESS: Okay. How do I know this is

5 that?

6 MR. GREEVES: You're taking it on faith.

7 THE WITNESS: Okay. I'll take it on faith.

8 MR. GREEVES: That's counsel's

9 representation, that that is --

10 THE WITNESS: Okay. But I'm really confused

11 here, because what does this have to do with our

12 acquisition? Because this is a partnership that the

13 parties mutually decided was not beneficial for either

14 of them, for mostly technical reasons, and therefore

15 we dismissed and we started up with the acquisition.

16 So I don't mind answering your questions.

17 But can you....

18 BY MR. MURPHY:

19 Q The 1.85 million in cash component is still

20 in this partnership document, which is Exhibit 25;

21 true?

22 A Yes. And I'll tell you, I mean, that's what

248

1 Q Page 2.

2 MR. GREEVES: Exhibit 25 on page 2.

3 THE WITNESS: Oh, okay.

4 BY MR. MURPHY:

5 Q At the top of the page it begins, "Timeline,

6 milestones, and payments." Do you see that?

7 A Timeline, yes, I see that.

8 Q Now, bearing in mind that this was talking

9 about a partnership that didn't come to fruition, the

10 first component of the cash was $100,000; true or

11 false?

12 A Well, that's what this says. But this is

13 Adil Shafi throwing words and numbers on a piece of

14 paper himself.

15 Q This was a proposal being made to you by

16 Shafi, Inc. for a partnership, true?

17 A If you say so.

18 Q You don't remember Mr. Shafi making a

19 partnership proposal that called for $100,000 down?

20 A You know, J.P., we talked about so many

21 different structures and so many different areas of

22 compensation and integration and employees. And I

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 12 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

249

1 mean, it was like -- I tried to describe it to you as

2 a big swirl. Until we finally were able to put

3 something definitive into a letter of intent in June

4 and then structure it.

5 Q And then this proposal provided for $100,000

6 down and monthly payments of $218,000. Do you see

7 that?

8 A I -- those -- those were not -- I was not

9 the author of this.

10 Q I'm not saying you were the author.

11 A Okay.

12 Q I'm just asking if you got this and you

13 recall that Mr. Shafi made a proposal with that cash

14 component?

15 A You know, I remember the -- the top exhibit.

16 I don't remember all these numbers and cash and stock

17 and options. I mean, I don't remember ever

18 discussing, you know, the cash components other than

19 the 100,000 up front and the stock and the options. I

20 mean, that -- that's all subject to negotiation,

21 finalization and memorialization.

22 (Deposition Exhibit Number 26 was marked for

251

1 chance to respond to it at, was that 10:32 p.m., I

2 guess that is.

3 Q So this would show that you got Exhibit 25,

4 you considered it, and you wrote a fairly long

5 response with six separate points.

6 A I think -- well, it says -- no, I think I

7 responded quickly to it. Because it said "I will look

8 over in much more detail tomorrow."

9 Q Fair enough.

10 MR. GREEVES: I think we can all agree on

11 what the document says. So....

12 BY MR. MURPHY:

13 Q Is this -- are you negotiating with

14 Mr. Shafi about the terms of a partnership between

15 Braintech and Shafi, Inc.?

16 A Can I read it, please?

17 Q Sure.

18 A Okay. Question?

19 Q What's going on here with the couple of

20 e-mails that we just saw? This is an ongoing

21 negotiation regarding the potential partnership deal;

22 true or false?

250

1 identification.)

2 BY MR. MURPHY:

3 Q I'm showing you what we've marked as Exhibit

4 Number 26.

5 A Okay. Thank you.

6 Q You start out writing to Mr. Adil -- by the

7 way, you're writing back to Mr. Shafi at the

8 weidingerfamily.com e-mail address, true?

9 A You know what I do, I mean, it's a bad

10 habit, I just click on "reply." So if he sent it to

11 me at Rick Weidinger at family.com, I just hit reply.

12 Q So you're using that address to reply to

13 Mr. Shafi, true?

14 A I'm using the address that he sent it to me

15 and I'm replying from that address.

16 Q Now, you reference, "Sorry it took so long

17 to acknowledge receipt of your document." Do you have

18 any recollection that the document you're talking

19 about is what we just looked at as Exhibit 25?

20 A That's why I asked you when you presented it

21 to me what my response was. Right. So the original

22 was sent to me at 6:45 a.m. And I think I got a

252

1 A This is in April. And I think our only

2 conversations with doing some type of transaction

3 together related to the partnership.

4 Q So what we have here as Exhibit 26 is

5 another step in the evolving negotiations. This is

6 your response to Exhibit 25. True?

7 A 25 being? 25 is the -- this?

8 MR. GREEVES: Yep.

9 THE WITNESS: Well, it's my response to --

10 yeah, because I mentioned 218 a month is much too --

11 much too much.

12 Yeah, so I mean, in this e-mail we're

13 talking about the hundred thousand cash payment.

14 We're talking about how the netting effect, the cash

15 is -- the cash payment is based upon the achievement

16 of access and acceleration. That's Shafi revenue.

17 It talks about the 218. The numbers in here

18 are too much.

19 BY MR. MURPHY:

20 Q Where is the term netting effect in this

21 document?

22 A Achieving X, compensation Y gets paid.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 13 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

253

1 Q Okay. So here is the -- in the negotiation,

2 in the evolution of the negotiations, you're prepared

3 at this point in time to make a $100,000 down payment

4 on the execution of a nonbinding letter of intent. Is

5 that true?

6 A Well, there -- my -- I mean, my knowledge is

7 letters of -- there are no binding letters of intent.

8 When is a letter of intent binding? I don't know of

9 one that is.

10 Q I'm not asking whether or not it was

11 binding.

12 A Well, you said --

13 Q I'm asking you whether or not you committed

14 to a $100,000 down payment when a letter of intent was

15 executed?

16 A I think what this is, and I think you even

17 mentioned it before, I think this is another throw in

18 many throws of negotiating some type of structure that

19 made sense to both parties.

20 Q And by --

21 A And as you know from doing transactions,

22 these elements change by the minute, by the day. I

255

1 question. But you can answer.

2 THE WITNESS: Prior to August 12th, we sent

3 Adil Shafi $100,000 in the form of --

4 BY MR. MURPHY:

5 Q As part of the deal --

6 A In the form of a loan. I'm sorry.

7 Q As part of the deal that closed on

8 August 12th?

9 A As part of the deal that closed on August --

10 I guess so, yeah.

11 Q It was part of the compensation for the deal

12 that closed on August 12th, right?

13 A It was a form of a loan, right. I mean,

14 Shafi signed it as a loan. Right.

15 Q It was treated as payment of the sales price

16 in the share purchase agreement, true?

17 A In the form of a loan. He signed a

18 promissory note for that $100,000.

19 Q It was considered part of the consideration

20 for the transaction; true or false?

21 MR. GREEVES: Object to the form of the

22 question.

254

1 mean, until you sign a definitive document, none of

2 this is relevant.

3 Q The $100,000 cash down payment component was

4 consistent all the way up until June 19th when it was

5 paid in part; true or false?

6 A False. The original -- the first $50,000

7 payment was made on or about June 5th based on an

8 e-mail that I sent to Adil Shafi that very carefully

9 and very clearly outlined the basis of which I'm

10 sending that money to him personally.

11 It wasn't based on the millions of minutiae

12 that occurred before I wired that.

13 Q But the fact is, under the deal that was

14 closed on October 10 --

15 A October 10?

16 MR. GREEVES: August 12.

17 MR. MURPHY: August 12. Sorry. Thank you.

18 MR. GREEVES: That's okay.

19 BY MR. MURPHY:

20 Q There was a $100,000 cash component; true or

21 false?

22 MR. GREEVES: Object to the form of the

256

1 THE WITNESS: It was in the form of a loan

2 to Shafi of $100,000, which was part of the

3 acquisition.

4 BY MR. MURPHY:

5 Q So going all the way back from August 12,

6 2008 to April 17, 2008, on April 17th, 2008, the

7 proposal that ultimately closed -- I'm sorry. Let me

8 start over.

9 A Sure.

10 Q Going all the way back to August -- to

11 April 17th --

12 A Yes, sir.

13 Q -- you decided on April 17 that part of this

14 deal would include $100,000 cash?

15 MR. GREEVES: Object to the form of the

16 question. I'm not sure what deal we're talking about.

17 But....

18 THE WITNESS: Absolutely not. I mean, there

19 was no deal here. There was not any deal until the

20 first $50,000 was wired to Adil Shafi based on certain

21 terms and conditions that are very -- laid out very

22 clearly in an e-mail. And then 48 hours after that,

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 14 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

257

1 Adil, after he had already confirmed that he received

2 my wire, he started changing very material terms in

3 that.

4 BY MR. MURPHY:

5 Q Look --

6 A We can --

7 Q -- I don't want to argue with you.

8 A I'm not arguing. I'm just trying to answer

9 your question.

10 MR. GREEVES: Let him finish, and then you

11 finish. That way the argument will be well preserved

12 for the record.

13 THE WITNESS: I don't like to argue.

14 BY MR. MURPHY:

15 Q We can get through this really a lot

16 quicker.

17 A Okay. Carry on.

18 Q There was -- Adil Shafi said he needed

19 $100,000 cash in the partnership negotiations. And

20 you responded to that. And to you $100,000 cash was

21 an acceptable part of a partnership. True or false?

22 A What I don't understand is the $100,000 that

259

1 A At Michigan Tech?

2 Q Yeah.

3 A Do I remember whether I had --

4 MR. GREEVES: Just think about it.

5 THE WITNESS: I mean, I spoke to Adil during

6 that visit with and without other people. We had

7 dinner together, it was just he and I.

8 BY MR. MURPHY:

9 Q Were you negotiating any terms of any

10 partnership?

11 A I think we were always talking about how we

12 could do things together.

13 (Deposition Exhibit Number 27 was marked for

14 identification.)

15 BY MR. MURPHY:

16 Q I'm showing you what's been marked as

17 Exhibit Number 27.

18 A Thank you. Yeah. This is my response.

19 Q So we now have the e-mail where you

20 responded to Mr. Shafi's May 30 e-mail about a wire

21 transfer?

22 A Correct.

258

1 was agreed to was part of an acquisition transaction.

2 The $100,000 that you're referring to in

3 this e-mail dated April the 17th was part of a

4 partnership. They are very, very different, with

5 different economics, different values, different

6 results, et cetera, et cetera, et cetera. Number 1.

7 Number 2, this partnership arrangement, it

8 was mutually decided by the parties going in -- late

9 May, going into June, that it wasn't beneficial for

10 either, and so we terminated it.

11 So I'm just, you know, I love answering your

12 questions, but I just don't understand the reasoning

13 for them, I guess is what I'm trying to say.

14 Q Do you remember visiting Houghton, Michigan

15 on April 24, 2008?

16 A I remember visiting Houghton, yes.

17 Q Do you remember meeting with Dr. Dale

18 Tahtinen, T-A-H-T-I-N-E-N?

19 A I'm not sure who the gentleman -- I think we

20 met a couple of individuals from Michigan Tech.

21 Q Do you remember having personal off-line

22 discussions where only you and Mr. Shafi participated?

260

1 Q This is your response given on the same day,

2 May 30, correct?

3 A It appears to be so, yes.

4 Q So can I assume for the purpose of this

5 record that you in fact received the list of May 30

6 payables in the e-mail that you are responding to?

7 A It looks like that's what I was responding

8 to. I mean, I think my words are very clear.

9 Q Well, did you have any --

10 A Can I read them?

11 Q Did you express any objection to any of the

12 specifically designated amounts as to how Mr. Shafi

13 proposed to spend the first 50,000?

14 MR. GREEVES: Are you asking apart from this

15 e-mail? I think we can all read the e-mail and see

16 what it says for ourselves.

17 MR. MURPHY: In the e-mail. I'll start with

18 in the e-mail.

19 MR. GREEVES: Okay.

20 THE WITNESS: You know, I think, J.P., I was

21 so shocked at reading how he is giving instructions to

22 Donna to cut checks tomorrow because I'm going to be

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 15 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

261

1 wiring transfer money tomorrow.

2 I was so shocked at that. And that's why I

3 said, you know, we haven't agreed on any wire transfer

4 tomorrow. What are you talking about? I'm very

5 concerned regarding your tactics.

6 I probably didn't even read this list. I

7 mean, it -- it wasn't relevant. It wasn't pertinent.

8 I mean, I never agreed to any wire based on anything.

9 And, you know, who knows what reason he was, out of

10 the blue, sending this to me.

11 BY MR. MURPHY:

12 Q And so your recollection is that there was

13 no discussion about a $100,000 cash payment was going

14 to be made by wire transfer at any time prior to when

15 it was actually made?

16 MR. GREEVES: Object to the form of the

17 question.

18 THE WITNESS: Right. Because I go on, "We

19 have been clear all along what needs to be completed

20 before deposit. I laid this out for you as recently

21 as 3 hours ago."

22 And there was a lot of things.

263

1 be at least some terms and conditions that go to that.

2 Although, I tell you I was very lax in my initial

3 personal $50,000 deposit to Shafi. I did that on good

4 faith. I still did it based on my June 5th e-mail,

5 saying these are the terms that I'm sending you this

6 $50,000, that I've instructed this wire for $50,000.

7 You just don't send people money freely like

8 Adil expected us to.

9 Q I'm not talking about the terms and

10 conditions. I'm just asking about the negotiated

11 aspect of the deposit. It came into existence in

12 April. And it was something that there was a meeting

13 of the minds on in terms of the amount. Not the

14 conditions. The amount.

15 A But -- but it -- well, the deposit came in

16 two forms, 50 plus 50, not 100.

17 Q What does 50 plus 50 equal?

18 A 100,000. They came in two tranches. Right?

19 And I got to tell you, I mean, you're chuckling, but

20 the first 50 was based on the terms and conditions I

21 sent Adil. Between that and the second 50, he changed

22 those terms. He already had the money in his pocket.

262

1 MR. GREEVES: Let's give it -- when you're

2 quoting from that, the court reporter is writing down

3 everything you say, so you went from like a part of a

4 quote to not. It would be important to --

5 THE WITNESS: I'm sorry.

6 MR. GREEVES: When you're reading, make sure

7 she's ascertaining you're quoting from the document as

8 opposed to, you know, for the record. I'm just trying

9 to help.

10 BY MR. MURPHY:

11 Q Well, now I've got you making statements in

12 the record and writing in an e-mail talking about a

13 deposit. What did you mean by deposit?

14 A I viewed this 50 plus 50 equals 100,000 as a

15 deposit on the transaction. That's why it was in the

16 form of a loan. It was --

17 Q So --

18 A It was a deposit on the transaction.

19 Q So you were discussing that deposit as early

20 as April 17 in the earlier e-mails?

21 A Yeah, I mean, J.P., as I know you well know,

22 before someone gives someone a deposit, there has to

264

1 And he then changed the terms that he had accepted

2 that $50,000 wire. You talk about bad acts.

3 Q I'm going to object to your comments on the

4 record that are unresponsive.

5 (Deposition Exhibit Number 28 was marked for

6 identification.)

7 BY MR. MURPHY:

8 Q I'm showing you what we've marked as Exhibit

9 Number 28.

10 A Thank you. Still in May.

11 Q Still in May 30.

12 Now, you talked about, in your last answer,

13 the partnership discussion unraveling?

14 A Yeah. Swirling.

15 Q Isn't this e-mail that you got from

16 Mr. Shafi on or about May 30 the beginning of the

17 unraveling?

18 A Let me -- can I read it, please?

19 Q Sure.

20 A And do you have my response to this?

21 Q If you want to take my deposition, you can

22 have your attorney notice it up and ask me any

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 16 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

265

1 questions you want.

2 A Okay. Okay.

3 MR. GREEVES: Promise?

4 MR. MURPHY: Promise.

5 THE WITNESS: Okay. I'm sorry, J.P. Your

6 question?

7 BY MR. MURPHY:

8 Q Do you remember this e-mail?

9 A What I remember is that I think -- I think

10 Adil and Babak were tasked with trying to make sense

11 out of this very technical partnership. And, yeah, I

12 mean, there were -- there were major problems

13 surfacing, as I think Babak and Adil dug into it. And

14 it started, as you put it, unraveling.

15 Q And I'm not going to go into the details of

16 why. But I just -- I want to see if you recall that

17 Adil wrote to you, beginning at the bottom of this

18 Exhibit 28, quote, "I hope this is not right, but if

19 it is, then it is a change in the trust we have

20 enjoyed, and it will be an unraveling of our

21 understandings and, therefore, the end of our

22 engagement."

267

1 THE WITNESS: 5 days later he accepted a

2 $50,000 wire transfer. So, you know....

3 You ask your client what his intent was.

4 BY MR. MURPHY:

5 Q That's your answer to the question?

6 A I'm sorry. What -- what was your question

7 again?

8 Q Did you understand that Mr. Shafi was

9 prepared to walk away from the deal on May 30, 2008?

10 A My understanding is both parties were

11 getting frustrated by trying to make this thing --

12 this technical thing really work.

13 Q So the answer --

14 A And I don't think that he and Babak really

15 came eye to eye on anything.

16 Q So the answer is yes? You were prepared to

17 walk away as well?

18 A Well, I mean, I -- yeah. I was prepared to

19 walk away several times, which is clearly in the

20 record, too.

21 Q And by this e-mail, you understood that

22 Mr. Shafi was prepared to walk?

266

1 Did I read that accurately?

2 A Yes, you did. But every time anybody --

3 Q No. That's my question. You've answered

4 it.

5 A -- disagreed with Adil, he said it was a

6 change in trust.

7 Q The very next line says, quote, "Rick, I may

8 need money, but I never compromise on principles no

9 matter what and no matter who."

10 Did I read that accurately?

11 A You did.

12 Q And at this point did you understand

13 Mr. Shafi was prepared to walk away from this deal?

14 A I'm -- I heard what you just read me.

15 Whether he was prepared to walk away from it or not,

16 you have to ask him.

17 Q You don't recall Mr. Shafi communicating

18 that he was prepared to walk away from the deal?

19 A Well, you know --

20 MR. GREEVES: Apart from this e-mail,

21 counsel?

22 MR. MURPHY: Yes.

268

1 A Well, you know, walk -- I mean, he didn't.

2 So was he preparing to? Maybe. We were frustrated.

3 Everybody was frustrated at this point, J.P., without

4 a doubt.

5 Q And as of May 30, not a single dollar had

6 been paid to or deposited to or loaned to Shafi, Inc.

7 by Braintech, true?

8 A True. I don't think that happened until

9 June 5th.

10 (Deposition Exhibit Number 29 was marked for

11 identification.)

12 BY MR. MURPHY:

13 Q I'm showing you what we've marked as

14 Exhibit 29. And 29 appears to be your same-day

15 response?

16 A Yes, sir. Appears to be.

17 Q To the prior -- actually the next day.

18 A On Saturday, I responded, correct.

19 Q And, again, you responded from

20 weidingerfamily.com?

21 A Yes, sir. I think, again, I hit the reply

22 button.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 17 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

269

1 Q I haven't seen any e-mails that we've gone

2 through today addressed to you at Braintech.com. And

3 I -- so I'm asking you to be on the lookout.

4 A Okay.

5 Q Because I've got several more e-mails to go.

6 A Okay. Lookout for what, Braintech e-mails?

7 Q Yeah.

8 A Okay. Thank you.

9 MR. GREEVES: Wait a minute. I don't know

10 if that --

11 THE WITNESS: From me, I think, right?

12 MR. GREEVES: What do you mean you expect us

13 to be on the lookout? Do you mean when you're handing

14 us a document you expect us to tell you that?

15 MR. MURPHY: I'll be on the lookout, too.

16 MR. GREEVES: Okay. All right. I got it.

17 THE WITNESS: Yeah, it's a habit. I get

18 lazy and just hit reply.

19 BY MR. MURPHY:

20 Q What did you mean when you wrote the second

21 sentence, and I'm going to read it, quote, "The really

22 unfortunate thing about all of this is that you have

271

1 So that's what I was saying. Undue pressure

2 is you're complicating something that could be pretty

3 easy. But --

4 Q And that has to do with why the business

5 combination would be awesome?

6 A Yeah. I'm saying if we can get through the

7 ego of whose technology is better than the other's, we

8 could have an excellent combination here.

9 But both Adil thought his was bigger, Babak

10 thought his was bigger, and it was very cumbersome

11 trying to get the two of them to agree on anything.

12 Q So --

13 A And I'm just saying, you know, there's been

14 a lot of -- maybe -- you know, I apologize. Maybe it

15 wasn't the best choice of words.

16 Q You don't have to apologize to me at any

17 time for any purpose, okay?

18 A Thank you.

19 Q I'm not going to go through the rest of the

20 e-mail. But it's safe to say that these were very

21 technical issues, as you said. And those issues hung

22 up Mr. Shafi as he wrote that he was -- that the

270

1 put undue pressure on what otherwise could have been

2 an awesome combination of businesses."

3 MR. GREEVES: Objection. That's not proper.

4 That's not what it says.

5 THE WITNESS: I didn't read it accurately?

6 MR. GREEVES: No, you didn't.

7 BY MR. MURPHY:

8 Q I'll pass on reading. What did you mean by

9 this could be an awesome combination of businesses?

10 A Well, I felt that it could have been an

11 awesome combination of businesses. But, you know,

12 Shafi was introducing -- and I'm trying to recall this

13 to the best of my recollection. He was introducing

14 all kinds of minute technical problems and, you know,

15 who sells what and, you know, is the Shafi the

16 integration solution and Braintech Technologies the

17 egg that's wrapped around it.

18 I mean, it was like -- and Babak, who

19 understands these things far more than I do, was very,

20 very confused. And I don't -- I think it's fair to

21 say that he and Adil never really saw eye to eye from

22 a technical perspective.

272

1 understandings were possibly going to unravel. And

2 this is your response to that?

3 A In his --

4 MR. GREEVES: Wait a minute. That was not a

5 question. So I'll object to that until such time as

6 it has a question mark on the end of it, counsel.

7 I don't know if you were planning to --

8 MR. MURPHY: There's a question mark here.

9 MR. GREEVES: I don't know if you were

10 planning to question mark that.

11 BY MR. MURPHY:

12 Q All right. Let me ask a better question.

13 You get an e-mail from Mr. Shafi, you may not like my

14 terminology, but Mr. Shafi suggests that this may be

15 an unraveling of the engagement, and you write back

16 and you say that this could be an awesome business

17 combination. True? You didn't want Mr. Shafi to go

18 away at this point, true?

19 A No. I mean, if he couldn't agree to what

20 Babak's insistent on how the enhanced egg got together

21 or how we integrated the two technologies, then I

22 didn't want to do the transaction either.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 18 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

273

1 Q Okay. On the second page of your e-mail to

2 Mr. Shafi --

3 A Yes, sir.

4 Q -- the very last line, "Please channel all

5 your questions and calls through me regarding

6 Braintech and this partnership."

7 Did I read that accurately?

8 A Yes, you did.

9 Q And what did you mean by that?

10 A You know, at this -- May, I mean, we were

11 trying to accomplish a lot at Braintech, you know, and

12 Adil was absorbing -- this comment was a result of

13 Babak's comment to me actually. Protect me, Rick.

14 He's absorbing so much of my time if you want me to be

15 focused on this. So I try to protect my people and

16 their time and their resources.

17 Q That's it? So based upon that, you wanted

18 all communications regarding this deal to go between

19 you and Mr. Shafi?

20 A And if they were technical, I would then

21 delegate them on to Babak. If they were sales, so and

22 so. If they were -- you know, correct.

275

1 possible breaking point, and you may just decide to go

2 your own way. Is that a fair statement?

3 MR. GREEVES: You mean before or after he

4 read Mr. Shafi's -- we already talked about the 29th

5 e-mail. Now we have Mr. Shafi's e-mail.

6 BY MR. MURPHY:

7 Q Well, you -- there's an understanding --

8 there's comments in the e-mails that this may be

9 unraveling. But there's continuing discussions here.

10 Do you agree with that?

11 A Well, there's e-mails going back and forth.

12 Yes, I agree with that.

13 Q Here is where Mr. Shafi informs you that he

14 didn't want to show you everything about Reliabot. In

15 the very last paragraph of his e-mail.

16 A Yeah. I mean --

17 Q And that -- that issue held true all the way

18 through the closing? That never changed?

19 A Right. We never -- we never -- yeah, we

20 never saw the technology until a month after closing.

21 Q And you waived --

22 A To the best of my knowledge.

274

1 (Deposition Exhibit Number 30 was marked for

2 identification.)

3 BY MR. MURPHY:

4 Q I'm showing you what we're going to mark as

5 Exhibit 30.

6 A 30. Thank you. We're still in May.

7 Q And you're still using weidingerfamily.com.

8 A I'm sorry.

9 Q You don't have to apologize.

10 MR. GREEVES: We have moved one day forward.

11 THE WITNESS: What?

12 MR. GREEVES: We have moved one day forward.

13 And thankfully there are only 31 days in May.

14 THE WITNESS: Jesus criminy.

15 BY MR. MURPHY:

16 Q I just -- I'm not going to go through detail

17 about this. But this is --

18 MR. GREEVES: Take your time.

19 BY MR. MURPHY:

20 Q There's a lot of communications going on

21 during these couple of days. And it appears to me

22 reading the e-mails that you're at a breaking point, a

276

1 Q If you had any interest in seeing the

2 technology, you waived it or decided it wasn't

3 important to close the transaction; true?

4 A Not true.

5 Q You closed without seeing --

6 A We were not allowed by Adil to even get near

7 it. He coveted it. He hid it in his basement.

8 Q And you closed the transaction on August 12

9 without access to it; true or false?

10 A Based on his representations of what that

11 software was, correct.

12 Q Representations in the share purchase

13 agreement?

14 A Yes. Yes. Yeah.

15 Q Any representations about Reliabot software

16 anywhere else than the share purchase agreement?

17 A Probably -- I'll think about that question.

18 Many e-mails back and forth. Many conversations back

19 and forth. But certainly in the acquisition

20 documents.

21 Q But as we sit here today, can you identify

22 any other representations other than what I'm going to

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 19 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

277

1 find in the share purchase agreement?

2 A Other than what he said, other than what

3 he's written, other than what the group has discussed,

4 other than what we've agreed to in joint meetings

5 together after closing, before closing.

6 Q Okay.

7 A His Web site.

8 Q Okay. What other representations did

9 Mr. Shafi make in writing about Reliabot software?

10 A Oh, he made a lot of representations.

11 Number 1, he represented he was the architect of

12 Reliabot, which we found after the fact was not -- we

13 found that out from his ex-employees. You know, that

14 it was revenue ready. We found out after the fact

15 that it was based on 1998 Visual 6 language that is

16 outdated and no longer supported by Microsoft. I

17 mean, there is a whole litany of things that were

18 represented to us about his technology that we found

19 out after the fact were incorrect.

20 Q And what representations to that effect were

21 made in writing?

22 A We should go through the document, the

279

1 you?

2 A No, no, no. But there were certain

3 statements about his technology on his Web site that

4 our scientists in Vancouver found to be untrue.

5 Q But you closed anyway?

6 A I think that they discovered all this after

7 they were able to do -- a month after closing when

8 they were able to do their evaluation of the software

9 once they received the software.

10 (Deposition Exhibit Number 31 was marked for

11 identification.)

12 BY MR. MURPHY:

13 Q I'm showing you what we've marked as Exhibit

14 Number 31.

15 A Okay. Thank you.

16 MR. GREEVES: Thanks.

17 THE WITNESS: May, still.

18 BY MR. MURPHY:

19 Q Still in May. I'm sorry.

20 A Wow.

21 Q I can apologize to you.

22 A That's cool.

278

1 transaction document rep by rep, and his Shafi

2 pipeline revenue forecast where it represented that

3 his technology was revenue ready.

4 Q If the share purchase agreement contains a

5 clause that says all of the representations and

6 negotiations up to this point are merged into the

7 share purchase agreement, is it appropriate for you to

8 rely on representations that are not found in the

9 share purchase agreement?

10 MR. GREEVES: Objection. It's hypothetical.

11 THE WITNESS: Can you ask me that again,

12 please. I'm sorry. I didn't catch that.

13 BY MR. MURPHY:

14 Q Are you saying that you relied upon

15 representations about Reliabot software that were

16 found outside of the share purchase agreement?

17 A I think those representations were mainly in

18 the share purchase agreement. But there were many

19 e-mails going back and forth and Adil representing his

20 technology. His Web site was one of them.

21 Q Well, you wouldn't expect him to have

22 proprietary code information on his Web site, would

280

1 MR. GREEVES: You guys should be apologizing

2 to us.

3 MR. MURPHY: Okay. I apologize to everybody

4 in the room, including Madam Court Reporter.

5 BY MR. MURPHY:

6 Q I just want to ask you, you reiterate, and I

7 think it's in blue on your copy, I'm not sure, under

8 the heading "Commercial," the very last bullet point,

9 beginning at the right side of the first line.

10 A Uh-huh.

11 Q "Please channel all your questions and calls

12 through me."

13 Actually, I'm sorry. This was Mr. Shafi

14 responding to your request to do that?

15 A Uh-huh.

16 Q And so Mr. Shafi expressed his agreement to

17 that, right?

18 A Yes. Was this before or after his problem

19 number 1 and problem number 2 e-mail? This is

20 dated -- oh, this is after. So after he sent that

21 e-mail, he said 90 percent of.... gees.

22 MR. GREEVES: Any other questions about

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 20 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

281

1 that?

2 MR. MURPHY: No. There was no question

3 pending either before that statement was made.

4 THE WITNESS: I'm sorry. I was talking to

5 myself.

6 MR. GREEVES: That was 31.

7 MS. KOVAL: But it was marked and no

8 questions about it.

9 MR. GREEVES: I didn't hear any questions.

10 THE WITNESS: He asked me about the blue

11 lettering.

12 MR. GREEVES: Yeah.

13 MS. KOVAL: Oh.

14 (Discussion off the record.)

15 (Deposition Exhibit Number 32 was marked for

16 identification.)

17 BY MR. MURPHY:

18 Q I'm showing you what we've marked as

19 Exhibit 32.

20 A June. Wow.

21 Q This is an e-mail from you at

22 weidingerfamily.com to Mr. Shafi dated June 1, 2008,

283

1 so confusing. I tried to make sense of this myself,

2 for myself, because I'm not as smart as these

3 technical guys.

4 Q Is Exhibit 33, chart A, associated with the

5 e-mail?

6 A It says chart A. I don't see a chart A up

7 here. But....

8 MR. GREEVES: Is that your handwriting?

9 THE WITNESS: Yes, this is my handwriting,

10 yeah.

11 BY MR. MURPHY:

12 Q Did you prepare this?

13 A With information that I was given from I

14 think Adil and Babak and Remus.

15 Q Well, Exhibit 33 was the schematic, if you

16 will, of what you were talking about the business

17 combination would be at the time?

18 A The partnership.

19 Q Yes.

20 A Yep.

21 Q And then you identify five other documents

22 where signatures were required for signoff. What did

282

1 true?

2 A This is not the complete. There's a

3 blacked-out mark, too. I don't know what that is.

4 MR. GREEVES: You're talking about the

5 e-mail or the attachments or --

6 MR. MURPHY: The e-mail.

7 MR. GREEVES: I think he's just referring to

8 the first page.

9 THE WITNESS: Okay.

10 BY MR. MURPHY:

11 Q Is this an e-mail you sent on June 1, 2008?

12 A It looks like it.

13 Q And it attached --

14 A It's from me to --

15 Q -- several documents. True?

16 A Yes, it says 1, 2, 3, 4 and 5.

17 (Deposition Exhibit Number 33 was marked for

18 identification.)

19 BY MR. MURPHY:

20 Q Okay. I'm handing you what we've marked

21 Exhibit 33. And tell me if that was chart A?

22 A I know. This is why it got so complex and

284

1 you mean by that?

2 A I'm not sure.

3 Q Did you want Mr. Shafi to sign off on those

4 documents and get back to you?

5 A Well, I mean, you're referring to the little

6 footnote down here, which says -- at the bottom of

7 this June 1 e-mail, it says "signatures required for

8 signoff," which J.P. referred me to. And by each one

9 of these it has names for signoff.

10 I think it was -- I think what we were

11 requiring is that everybody involved with these

12 certain subjects sign off on them.

13 Q In other words, everybody had a meeting of

14 the minds, an agreement? Yes?

15 A Yep. But we never got through the first

16 one.

17 I kind of like this. I should have framed

18 it.

19 (Deposition Exhibit Number 34 was marked for

20 identification.)

21 BY MR. MURPHY:

22 Q I'm showing you Exhibit 34.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 21 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

285

1 A Okay.

2 Q And, again, I'll represent to you that this

3 was the attachment to the e-mail marked as Exhibit 32

4 in its native format.

5 A Okay.

6 Q Does Exhibit 34, called "Technical

7 Corroboration," look familiar?

8 A I know that Adil and Babak were working on

9 the technical aspects of this partnership. I'm not

10 sure who produced this document.

11 (Deposition Exhibit Number 35 was marked for

12 identification.)

13 BY MR. MURPHY:

14 Q I'm showing you what we've marked as

15 Exhibit 35.

16 A Thank you.

17 Q If the document originated or the document

18 was sent with your e-mail, and Exhibit 35 shows that

19 the author was Mr. Habibi, do you have any reason to

20 quarrel with the fact that it originated with

21 Braintech?

22 MR. GREEVES: Sorry, counsel. I just have

287

1 THE WITNESS: It's got the title of being

2 the partnership. And it also has the title of it's a

3 work in progress. This is the swirling.

4 BY MR. MURPHY:

5 Q So the question is, is this your description

6 of the partnership at the time that you sent it to

7 Mr. Shafi on June 1, 2008?

8 MR. GREEVES: Same objection. Foundation.

9 THE WITNESS: I think this was a work in

10 progress. I think it was, like I said, the structure

11 and the terms and everything was continually swirling.

12 BY MR. MURPHY:

13 Q Yeah. But as of the date of this document,

14 June 1, the writing on this document is fixed; true or

15 false?

16 A False. Because at the very top, J.P., it

17 says clearly, "work in progress," which means that

18 this is still progressing, this is still moving, this

19 is still swirling.

20 Q Is this your description of where the

21 discussions were as of June 1, 2008?

22 A There may have been another offering later

286

1 to think about this for a second. So are you saying

2 35 tells you who authored 34?

3 MR. MURPHY: Yep.

4 MR. GREEVES: Okay. Thank you. That's the

5 question I think he's put to you.

6 THE WITNESS: Right. I'm not sure who took

7 the pen on this first. I mean, it wouldn't surprise

8 me that Babak took the pen first. But I think what

9 this was, it was a joint effort between Adil and

10 Babak. This is way over my pay grade.

11 I did understand this (indicating).

12 (Deposition Exhibit Number 36 was marked for

13 identification.)

14 BY MR. MURPHY:

15 Q I'm showing you what we marked as

16 Exhibit 36.

17 A 36. Thank you.

18 MR. GREEVES: Thanks.

19 BY MR. MURPHY:

20 Q Was this your description of the partnership

21 at that time?

22 MR. GREEVES: Objection. Foundation.

288

1 on that day. You know, this is, like I said, a work

2 in progress. It was -- this thing moved constantly.

3 MR. GREEVES: So just so I'm clear, because

4 I'm becoming clueless now, which probably doesn't

5 surprise anybody, with regard to RW 36, counsel, are

6 you suggesting that RW 36 is the document that is

7 referred to as 4 among the attached best and final

8 documents in RW 32?

9 MR. MURPHY: Actually, I don't know.

10 THE WITNESS: That's a good question.

11 MR. MURPHY: I think it's actually the term

12 sheet, item number 3. But I'll pose that question to

13 Mr. Weidinger.

14 MR. GREEVES: Well, the term -- sorry. Not

15 to interrupt. But the term sheet that's referred to

16 under number 3, signatures required for, on 32, but

17 it's also referred to as number 4, term sheet for

18 transaction, work in progress, if all -- whatever.

19 So I mean, is -- what is it that you're

20 trying to -- that this is part of the e-mail that was

21 sent in 32? Is that what you're suggesting?

22 MR. MURPHY: I'll make a statement for the

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 22 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

289

1 record --

2 MR. GREEVES: Okay.

3 MR. MURPHY: -- that I have the e-mail in

4 native format, and it's got Exhibit 36 attached to it.

5 MR. GREEVES: Okay. Thank you. That's

6 helpful. I appreciate that.

7 THE WITNESS: So we don't know which one it

8 is either.

9 BY MR. MURPHY:

10 Q So understanding that it's a work in

11 progress, this is your description of the progress to

12 date as of June 1, 2008; true or false?

13 MR. GREEVES: Object to the form.

14 Foundation.

15 THE WITNESS: Once again, it's a work in

16 progress.

17 BY MR. MURPHY:

18 Q What exactly is it? In number 9 where you

19 talk about Shafi consideration, do you see the sum of

20 $100,000 for a deposit?

21 A I see that. But I mean, these aren't any of

22 the terms and conditions that we ended up agreeing

291

1 agreed to, an acceptable deal? No.

2 Q So this was not you making a proposal of the

3 terms you were willing to commit to as of June 1,

4 2008?

5 A No. This was a work in progress.

6 Q What did you mean by -- in the e-mail which

7 we've marked as 32 --

8 A Uh-huh.

9 Q -- you say, and I'll read it, "We all need

10 all, 1 through 5, of the above reviewed and agreed to

11 prior to partial deposit with some sort of business

12 security on Tuesday, June 3rd, 2008."

13 Did I read that accurately?

14 A Oh, you -- yes. Yes. I assume you did. I

15 wasn't following. I was trying to find out what

16 paragraph you were at. I just found it. Yes. I

17 assume you read it accurately.

18 Q Okay. So as of the date of this e-mail, if

19 the attached documents were acceptable to all parties,

20 this was your proposal as to how the partnership would

21 proceed, true?

22 A But these aren't acceptable terms until

290

1 to --

2 Q I'm not asking you --

3 A -- in the form of an acquisition. So it's

4 not -- I think you're pressing me on is this a final

5 document. Right on the top of it, it says "work in

6 progress."

7 Q No. Let's get that off the table. I'm not

8 pressing you whether or not it's a final document.

9 I'm simply asking you whether this was your

10 understanding of acceptable terms as of June 1, 2008?

11 A No.

12 Q So --

13 A Acceptable terms would not have been made

14 until we signed on the dotted line --

15 Q I understand.

16 A -- and there was a transfer. Okay. Okay.

17 I was very clear in my June 5th e-mail that

18 it was associated with my wire transfer what the

19 acceptable terms and conditions would be.

20 Now you're asking me to back up and say work

21 in progress on a completely different transaction, a

22 completely different structure as something that I

292

1 they're agreed to in writing --

2 Q I'm not asking --

3 A -- and they're signed.

4 Q I'm assuming --

5 A Oh, I'm sorry.

6 Q They weren't agreed to.

7 A They weren't.

8 Q Are you making a proposal or were you just

9 writing stuff on a page that had nothing to do with

10 any transaction?

11 A Well, these papers went back and forth, back

12 and forth. His comments, our comments. You know, the

13 whole team's comments. Right.

14 MR. GREEVES: Yep. Not to -- I'm confused

15 about who wrote --

16 THE WITNESS: I'm sorry.

17 MR. GREEVES: -- who wrote 36. Have you --

18 did you ask -- maybe I missed it. Did you ask

19 Mr. Weidinger if he wrote 36?

20 MR. MURPHY: No, I haven't. But maybe it

21 will help if I do.

22 (Deposition Exhibit Number 37 was marked for

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 23 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

293

1 identification.)

2 BY MR. MURPHY:

3 Q I'm showing you what we've marked as

4 Exhibit 37.

5 A Uh-huh. 37.

6 Q And the little window box there that comes

7 up that shows Rick as the author obscures some of the

8 document. But --

9 A It could be Rick anybody.

10 Q I'm sure it could be.

11 Now, do you have any reason to dispute that

12 you prepared this document and sent it to Mr. Shafi on

13 June 1, 2008?

14 MR. GREEVES: This document being 36?

15 MR. MURPHY: 36.

16 THE WITNESS: No, I don't. I mean, it would

17 be like me to put "work in progress" on something

18 that's swirling around like this.

19 BY MR. MURPHY:

20 Q And was this intended by you to be an offer

21 as to what the terms of the partnership would be in

22 your view as of June 1, 2008?

295

1 A No. But I think as I tried to articulate

2 before, in these transactions, there's a lot of moving

3 parts. And they are very complicated. And one

4 depends on the other depends on the other.

5 So I don't -- I think it's really an

6 injustice to take one number out of a very complicated

7 transaction, say, okay, you agreed to that, when

8 that's really not the case.

9 If there's 10 or 15 or 20 or 50 or 100

10 elements in a transaction, really, you've got to have

11 a meeting of the minds on all of them.

12 Q So when you use the term at the top of the

13 page "agreed-to business terms," you didn't really

14 mean to indicate that what followed were terms that

15 you believed had been agreed to as of June 1?

16 A No. Because it says "work in progress"

17 right underneath it. These were the terms that we

18 were trying to come to an understanding, right, and

19 have them all kind of settle and deposit on a piece of

20 paper. So as a group we could all huddle around them,

21 consider them, think about them and to decide as a

22 group whether this makes sense for us to go forward or

294

1 A No. I think -- I mean, we were just trying

2 to -- you know, there were so many pieces swirling

3 around. I mean very complicated pieces. And I think

4 what we were trying to -- attempting to do is try to

5 put them in each respective group, right? Put

6 something that was coherent on paper so we could all

7 then examine it and see if we could all agree to it.

8 And, you know, unfortunately, fortunately,

9 whatever, we couldn't. So that's why this type of

10 structure, J.P., never happened. So I wouldn't -- I

11 wouldn't label this as an offer.

12 Q Well, looking at paragraph 9 of Exhibit 36,

13 we have the mysterious return of the $100,000 which

14 was proposed as a deposit well prior to June 1, 2008,

15 true?

16 A It says here $100,000 plus 750,000 shares at

17 a penny plus 250,000 stock options priced at closing

18 on the date of execution, correct.

19 Q And when you wrote that, you weren't --

20 that -- you weren't contemplating making a $100,000

21 deposit? You're just putting it on the table for --

22 because it had been discussed?

296

1 not.

2 Unfortunately or fortunately that happened

3 and the group mutually decided no, that this

4 arrangement is not going to work for him, and it's not

5 going to work for us. So let's -- if we want to

6 continue on, then let's talk about an acquisition.

7 Q So despite the language in 9b, you never

8 made a proposal where Braintech would pay $50,000 a

9 month to Shafi as long as access and acceleration was

10 successful and continuing?

11 A Correct. Because we never agreed to this

12 structure --

13 Q But in your negotiations --

14 A -- which is a partnership structure.

15 Q But in your negotiations, you never even

16 offered that?

17 A Well, I mean, offered? I mean, we -- you

18 know, like I -- you know -- I'm trying to be as clear

19 as I can.

20 Like I said, there were many elements of

21 this thing swirling around all the time. They would

22 change. And, you know, we would find out more. And,

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 24 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

297

1 technically, this couldn't work. And then Adil was

2 getting upset because, all of a sudden, we were losing

3 his trust because we were, you know, uncovering more

4 about things, and we had to change things. And we had

5 to discuss different things.

6 I mean, it was -- it was a swirl. That's

7 the best I can describe it.

8 Q Here is a yes or no question.

9 A Okay. I'm sorry.

10 Q Braintech offered to make $50,000 monthly

11 payments for a period of 12 months as of June 1, 2008;

12 yes or no?

13 A No, they did not, because this is based on a

14 partnership arrangement, which the parties agreed not

15 to pursue. And this is a work in progress.

16 Q Assuming the partnership deal came to

17 fruition, Braintech offered, as part of that deal,

18 $50,000 monthly payments for a period of 12 months,

19 assuming successful and continuing access and

20 acceleration. True or false?

21 A False. Many more elements to consider.

22 (Deposition Exhibit Number 38 was marked for

299

1 A I call them swirling, yes.

2 Q Whatever you want to call them. So there

3 may have been a prior iteration of this. But I don't

4 think that you've seen this before.

5 A Oh, okay.

6 Q You can take that for what it's worth.

7 So was this the closing schedule that you

8 were proposing as of June 1 on the basis of the

9 partnership discussions?

10 MR. GREEVES: I object to the form.

11 THE WITNESS: I'm going to construct it.

12 MS. KOVAL: How are we going to line these

13 up? I'm sorry. What are you asking him to do with

14 these documents?

15 THE WITNESS: While you line it up, can I

16 have 2 minutes to use the bathroom?

17 MR. MURPHY: Sure.

18 (Whereupon, a recess was taken between

19 5:26 p.m. and 5:31 p.m.)

20 MR. GREEVES: What was the pending question?

21 MR. MURPHY: I'll repeat it.

22 MR. GREEVES: Yes.

298

1 identification.)

2 BY MR. MURPHY:

3 Q We've marked Exhibit 38. And while we're at

4 it, let's mark 39, too.

5 A Is this the schedule we looked at before?

6 Yep.

7 (Deposition Exhibit Number 39 was marked for

8 identification.)

9 BY MR. MURPHY:

10 Q 38 --

11 A Rick.

12 Q -- is the closing schedule that you were

13 proposing in connection with the partnership

14 discussions; true or false?

15 And, you know, the way it comes out, you

16 actually have to --

17 A Yeah. Put it side by side, yeah. But isn't

18 this the closing schedule you showed us earlier, in an

19 earlier question?

20 Q Let me just say for the record, and you know

21 this, that these documents were continuously being

22 changed and updated and revised.

300

1 BY MR. MURPHY:

2 Q Exhibit 38 was the closing schedule that you

3 were proposing as of June 1 on the basis of the

4 partnership discussions. True?

5 A It appears so, yes. And these closing

6 schedules are very dynamic documents, too.

7 Q And based upon Exhibit 39, do you take issue

8 with what appears to be the fact that you prepared

9 Exhibit 38?

10 A It says "Rick." I guess that's me.

11 MR. GREEVES: That's 39.

12 THE WITNESS: Oh, I'm sorry. I missed that.

13 I'm sorry.

14 (Deposition Exhibit Number 40 was marked for

15 identification.)

16 BY MR. MURPHY:

17 Q I'm showing you what we've marked

18 Exhibit 40. This is an e-mail from you at

19 weidingerfamily.com to Mr. Shafi the same date,

20 June 1, 2008. True?

21 A Yeah. I don't know what this forecast is.

22 But, yeah, it appears to be.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 25 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

301

1 Q And you're asking Mr. Shafi to sign off on a

2 revenue forecast?

3 A His revenue forecast, correct. It says here

4 the Braintech Shafi partnership forecast. I think

5 it's a document that we --

6 Q We'll mark a new one.

7 A Okay.

8 (Deposition Exhibit Number 41 was marked for

9 identification.)

10 BY MR. MURPHY:

11 Q I'm showing you Number 41. Do you remember

12 sending this to Mr. Shafi around June 1, 2008?

13 A If you say this was attached in my e-mail.

14 Q Do you have any reason to believe that it

15 wasn't attached to your e-mail?

16 A No, I don't. I mean, if you say this was

17 attached to my e-mail that I sent to Adil, then I

18 guess it was.

19 Q Okay.

20 A I don't --

21 Q At the bottom, it's got the same list of

22 assumptions and discussions that we've had some

303

1 five specific things to be signed off on prior to a

2 partial deposit.

3 A Okay. As of June 1, right?

4 Q Yes. And then you sent this revenue

5 forecast separately and you asked Mr. Shafi to -- you

6 asked Mr. Shafi that -- you told Mr. Shafi that he

7 needed to sign off on the revenue forecast?

8 A Okay.

9 Q So is it appropriate for me to understand

10 and assume that you had already approved of this

11 revenue forecast, you just needed Mr. Shafi's signoff,

12 and then you were ready to proceed to the partnership

13 deal?

14 MR. GREEVES: Objection to the form of the

15 question.

16 THE WITNESS: No. This was not my revenue

17 forecast.

18 BY MR. MURPHY:

19 Q I'm not asking you if this was your revenue

20 forecast.

21 A But you just said that --

22 Q I'm asking you if you asked Mr. Shafi to

302

1 questions and answers on that I'm not going to repeat.

2 A Uh-huh.

3 Q Do you see that?

4 A Was there 15 there? 15. Yep. And there

5 was 15 in the other one.

6 Q And right above the assumptions and

7 discussions, there's something that we hadn't seen.

8 "Shafi Innovation headcount." And it has the

9 number 5. Since this came from you, I'm assuming that

10 you were signing off on five employee headcount at

11 Shafi under the partnership deal?

12 A No. I was not the author of this schedule.

13 Nor was I the author of the content of this schedule.

14 And I was forwarding this to Adil and asking him to

15 sign off on this, his revenue forecast.

16 Q What was your expectation of what would

17 happen after Mr. Shafi signed off on the revenue

18 forecast?

19 A I don't know if I had an expectation. I

20 mean, what do you mean by that?

21 Q Well, under the partnership iteration of the

22 deal, back -- going back to Exhibit 32, you needed

304

1 sign off on the revenue forecast as part of a

2 partnership deal that you were negotiating with

3 Mr. Shafi on June 1, 2008?

4 A My e-mail that you just handed me says

5 "Adil, I need you to sign off on revenue forecast."

6 Q So if Mr. Shafi signed off on it and said

7 that it was acceptable, what happened next?

8 MR. GREEVES: Objection. That calls for

9 speculation. But go ahead. You can answer.

10 THE WITNESS: I mean, you know, I'm not sure

11 what -- what lawyery -- lawyering -- law -- how do you

12 say it?

13 MR. GREEVES: Lawyering.

14 MS. KOVAL: Lawyering.

15 THE WITNESS: Route you're taking. But we

16 didn't, as you know, we didn't do this partnership

17 arrangement. There were very -- there were very

18 critical, very significant, very material technical

19 reasons why we couldn't do that.

20 So I'm really confused about your line of

21 questioning when you ask me, okay, if he did this,

22 then what? I mean, I don't know then what.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 26 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

305

1 BY MR. MURPHY:

2 Q Well --

3 A For very good critical -- and this is my

4 point I think I was trying to articulate that I just

5 botched, and I apologize for wasting your time. But

6 there were very significant, critical and very

7 important technical reasons why we couldn't pursue the

8 partnership. And that was mutually agreed to between

9 the partners --

10 Q Is anything --

11 A -- the parties.

12 Q -- in the revenue forecast which is

13 Exhibit 48 related to technical issues?

14 MR. GREEVES: 48?

15 MR. MURPHY: 41. Sorry.

16 THE WITNESS: Well, I mean, it has to do --

17 it's got everything to do with technical reasons.

18 BY MR. MURPHY:

19 Q It's --

20 A It's a revenue forecast that's based on

21 technology, the sale of technology.

22 Q So --

307

1 parties -- there were -- you know, there are four or

2 five parties involved in this.

3 BY MR. MURPHY:

4 Q Okay.

5 A Making sense of the pieces.

6 Q Looking at Exhibit 40 --

7 A 40.

8 Q -- and tell me who else needed to sign off

9 on the revenue forecast.

10 A I think that was Adil and Jim.

11 MR. GREEVES: Exhibit 40? You're looking at

12 32, Rick?

13 THE WITNESS: No, I'm looking at 40.

14 MR. GREEVES: Okay.

15 THE WITNESS: Adil needs to sign off on

16 revenue. I think both Adil and Jim needed to sign off

17 on the revenues. They were the ones responsible for

18 the revenue. Adil from his installed base revenue

19 ready, and Jim from Braintech. Right?

20 BY MR. MURPHY:

21 Q You didn't include Mr. Dara in your e-mail.

22 A Right. Because -- right. Good observation.

306

1 A The sale of technology that's been

2 represented and presumed revenue ready.

3 Q So why are you sending this to Mr. Shafi if

4 it has nothing to do with anything?

5 A Because I think, J.P., at this time we were

6 trying to get -- it was a work in progress. We were

7 trying to get a meeting of the minds of this

8 partnership arrangement. Right? So we were trying to

9 put the pieces together. Like I said before, there

10 were several pieces. They were very complicated. It

11 was swirling around. So we were trying to get them

12 all set, all reviewed and all agreed to.

13 That's what we were trying to do.

14 Q And so --

15 A But we could never get the pieces finally

16 together in a partnership arrangement.

17 Q And so your e-mail asking Mr. Shafi to buy

18 in on it doesn't indicate that you're okay with this

19 and you needed him to be okay with it?

20 MR. GREEVES: Objection to the form of the

21 question.

22 THE WITNESS: Well, I mean, all the

308

1 These were Adil's revenue forecasts. Why would Jim

2 sign off on his revenue forecast? Jim had nothing to

3 do with his forecast. Adil's forecasts were his

4 forecasts.

5 Q I'm trying to understand, Mr. Weidinger --

6 A Yes.

7 Q -- why -- what was in your head when you

8 said you needed Adil to sign off on the revenue

9 forecast. What was the purpose of needing Mr. Shafi's

10 signoff on the revenue forecast?

11 A Okay. You and I may be disconnecting with

12 each other again. It's pretty simple. Adil was

13 submitting his -- submitting and representing his

14 revenue forecast, right? And we were just asking him

15 to sign off on it, as this exhibit that you gave us,

16 32, says signatures required for signoff.

17 Part of that signoff was Adil's revenue

18 forecast. And I'm asking Adil, this is your revenue

19 forecast from your installed base. This is your

20 pipeline. Please sign off on it.

21 Q Why did you need him to sign off on it?

22 A Because I said we were trying to put the

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 27 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

309

1 pieces of this very complicated partnership together.

2 And this is one of the pieces.

3 Q If Mr. Shafi signs off on this, does that

4 mean there's agreement on both sides because it came

5 from you?

6 A No. Because there were multiple pieces.

7 And I think, you know --

8 Q I'm not talking about the multiple pieces.

9 A Oh.

10 Q I'm talking about one piece. I'm talking

11 about --

12 A On the revenue.

13 Q -- the revenue forecast?

14 A Well, this is his revenue forecast, J.P.

15 And if he signed off on it, then I would be okay with

16 it. Is that what you're asking me?

17 Q That's exactly what I'm asking you.

18 A Okay. Thank you.

19 Q So it originated from you, you were okay

20 with it, you sent it to him?

21 A It didn't -- I'm sorry. I interrupted you.

22 I'm sorry.

311

1 Q And assuming Mr. Shafi signed off on it for

2 this particular item, the revenue forecast --

3 A One piece of the puzzle.

4 Q -- there was an agreement?

5 A Well, agreement. Agreement on his own

6 revenue forecast? He signed off on his own revenue

7 forecast, correct.

8 (Deposition Exhibit Number 42 was marked for

9 identification.)

10 BY MR. MURPHY:

11 Q And I'm showing you what we've marked

12 Exhibit 42.

13 A 42.

14 Q Again, like I have, I'll represent that I

15 have Exhibit 41 in native format in Excel, Microsoft

16 Excel.

17 A Uh-huh.

18 Q And I clicked on the properties screen. And

19 do you see that representation on 42?

20 A Yes.

21 Q It appears that Mr. Dara of Braintech is the

22 author of the document. Do you have any reason to

310

1 MR. GREEVES: Objection to the form. He's

2 testified that --

3 BY MR. MURPHY:

4 Q You had it in your possession. You e-mailed

5 it to Mr. Shafi?

6 A Earlier you said this was my forecast. It

7 wasn't my forecast.

8 Q I didn't say it was your forecast.

9 A Okay. Well, it clearly wasn't my forecast.

10 It was Shafi's forecast --

11 Q You've made a fine record that this is not

12 your forecast.

13 A You just -- okay.

14 Q On June 1 --

15 MR. GREEVES: No question pending.

16 BY MR. MURPHY:

17 Q -- you sent an e-mail which attached the

18 forecast to Mr. Shafi, true?

19 A Yes. True.

20 Q Indicating that you needed Mr. Shafi's

21 signoff on it, true?

22 A True, correct.

312

1 dispute that?

2 MR. GREEVES: Objection to form.

3 THE WITNESS: I have every reason to dispute

4 that. This was -- this was Adil Shafi's content. And

5 Jim Dara may have organized it into an Excel

6 spreadsheet for him, because I'm not sure whether Adil

7 was proficient at that or not.

8 (Deposition Exhibit Number 43 was marked for

9 identification.)

10 BY MR. MURPHY:

11 Q I'm showing you what we've marked

12 Exhibit 43.

13 A Okay. Thank you.

14 Q The e-mail from Mr. Dara --

15 A Uh-huh.

16 Q -- references your e-mail to both Mr. Shafi

17 and Mr. Dara regarding an issue you had with revenues

18 for 2009. Is that an accurate statement?

19 A Yes.

20 Q And you see that Mr. Dara then asks

21 Mr. Shafi how to respond?

22 A Right. Because they were his revenue

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 28 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

313

1 forecasts. Correct.

2 Q And your point is that revenue under this

3 enhanced egg of 1.65 million will not justify the cost

4 of the partnership?

5 MR. GREEVES: Objection to the form of the

6 question.

7 THE WITNESS: What's that?

8 MR. GREEVES: I said objection to the form

9 of the question.

10 THE WITNESS: Well, from all -- I think it

11 germinated from all previous conversations. The

12 number that we discussed was much greater than that.

13 I think I was just surprised at how low it was.

14 (Deposition Exhibit Number 44 was marked for

15 identification.)

16 BY MR. MURPHY:

17 Q I'm showing you what we've marked Exhibit

18 Number 44.

19 A Uh-huh. We're still on June 1.

20 Q Now, you send the same message that was

21 previously sent but now it's in caps with three

22 exclamation points, "Do not contact Braintech

315

1 Q Despite the command, do not contact

2 Braintech employees, you expected that Mr. Shafi would

3 continue to talk to Mr. Dara?

4 A What I expected him to do is to at least

5 notify me of his conversations with our employees so I

6 could somehow manage this so we could do our job.

7 Q Where does --

8 A I wasn't sure --

9 Q Where does it say in your e-mail that you

10 wanted him to do something other than not contact

11 Braintech employees?

12 A Well, see, that's what I'm saying.

13 Typically I have -- you know, I don't know if this is

14 the entire e-mail.

15 MR. GREEVES: Counsel, are you proffering

16 that this is a sent e-mail?

17 MR. MURPHY: Yeah.

18 MR. GREEVES: Okay.

19 THE WITNESS: Typically --

20 MR. GREEVES: And you're not going to --

21 MR. MURPHY: I have it in electronic format.

22 THE WITNESS: I mean typical --

314

1 employees."

2 A Uh-huh.

3 Q Do you remember sending that?

4 A I remember discussing with Shafi to not

5 contact all our Brain -- any of our Braintech

6 employees. I mean, we hadn't closed. We hadn't

7 signed a letter of intent. And it was quite awkward

8 that he would be picking up the phone and talking to,

9 you know, this person, that person, without at least

10 me knowing of it. I mean, these people were busy.

11 They had jobs to do. And they have responsibilities.

12 And they were constantly being called and badgered by

13 him.

14 It's not like me to just put my comment in a

15 heading like that. Usually I write something below.

16 Q But you understood that Mr. Shafi was

17 working very closely, and you described it earlier as

18 joined at the hip, with respect to the forecasting and

19 the access and acceleration, true?

20 A And he continued to be, correct.

21 Q So --

22 A And he continued to be, yes.

316

1 MR. GREEVES: Hold on. Don't say anything.

2 You're not going to show us the next document like

3 another attachment to this or some other thing to it,

4 right? You're proffering this is a stand-alone --

5 MR. MURPHY: Yeah.

6 MR. GREEVES: -- sent e-mail from

7 Mr. Weidinger to Mr. Shafi?

8 MR. MURPHY: Yeah.

9 MR. GREEVES: All right. Thank you.

10 THE WITNESS: But typical to Shafi, he

11 didn't listen to me. He contacted Braintech employees

12 anyways.

13 BY MR. MURPHY:

14 Q Well, this was a big issue for you, was it

15 not?

16 A Well, I -- I mean -- and I think if you

17 think about it, it should be. I mean, I have a -- I

18 had a finite set of employees that had a lot of work

19 to get done and a lot to achieve. And, at this point,

20 June 1, J.P., we didn't know where this transaction

21 was. It sure -- it sure looked like it wasn't going

22 to be in the form of a partnership. And I don't think

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 29 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

317

1 at this time Adil and I really have engaged in an

2 acquisition conversation.

3 So in my mind, this transaction was probably

4 dead at the time. And, yet, Adil was still taking it

5 upon himself to call every day my employees. And they

6 had jobs to do. And this was probably a result of Jim

7 Dara calling me saying uncle. Or Pete Manias calling

8 me and saying uncle.

9 Q And the only --

10 A Or Babak calling me and saying uncle.

11 Q And the only information that you chose to

12 express to Mr. Shafi was the simple instruction, "do

13 not contact Braintech employees," true?

14 A Well, what's the matter with that?

15 Q I'm not --

16 A I was having almost constant dialogue with

17 Adil Shafi myself, right? It was such a distraction

18 for myself.

19 Q Listen, I'm not going to argue with you.

20 A I'm just trying to answer your question.

21 Q The question is --

22 MS. KOVAL: Let's not interrupt the witness.

319

1 Q The fact is --

2 A Very, very good. Because I -- because

3 Braintech needed Adil Shafi. I needed someone who

4 understood how to commercialize this technology. He

5 represented he could. He represented he was the

6 architect of this technology. I trusted him. I

7 believed that. I needed revenue from an installed

8 base that was already commercialized. I needed Shafi

9 pipeline. I needed Shafi customers. I needed Shafi

10 technology. And I needed a leader in my organization

11 who could commercialize and sell this technology. And

12 I thought it was him.

13 Q What's the typical lead time in the vision

14 guided robotic software between a request for a quote

15 and a purchase order?

16 A It depends on what application you're

17 talking about, J.P. If it's an application that

18 you've already done, then it's -- if you have the

19 software platform that you can scale -- which Reliabot

20 doesn't, and we can get into that tomorrow -- it

21 depends on what application you're talking about. And

22 if it -- it requires -- and whether it requires

318

1 I believe he was still in the midst of his answer

2 before you interrupted.

3 BY MR. MURPHY:

4 Q The question is the only piece of that --

5 A I've forgotten the question.

6 Q The only piece of all of those issues that

7 you talked about, with all of the employees spending

8 time talking to Mr. Shafi, the only thing you put in

9 that e-mail was do not contact Braintech employees,

10 true?

11 A I don't know. I don't know. Like I said --

12 like I just said, typically, I have dialogue below

13 that. It's very rare that I send out just a subject

14 heading. I mean I -- but even if that's the case,

15 what's wrong with that? I'm the CEO of a company

16 trying to protect my employees from continuing

17 badgeration of Adil Shafi.

18 And you keep shaking your head over there.

19 You can -- you can -- you can depose them.

20 Q Why didn't you terminate the deal and walk

21 away?

22 A That is a very, very good question.

320

1 another science project or not.

2 We found out from Reliabot that it does. In

3 our software, there's -- we have AccuTest and --

4 AccuCalibrate and AccuTrain. So there's some

5 platforms that you can scale and they repeat the same.

6 We didn't find that in Reliabot.

7 Q During this time --

8 A And I'm not saying this, but the -- the four

9 or five Ph.D.s that examined his technology a week

10 after -- or a month after closing, they discovered

11 this.

12 Q During this time period, another of

13 Mr. Shafi's complaints was that he was spending all of

14 his time on developing the access and acceleration

15 agreement, and he was not devoting any time to Shafi,

16 Inc. business.

17 Do you recall him making that statement to

18 you?

19 A I remember him saying that he was spending a

20 lot of time on this transaction, as we all were. And

21 that's why I was trying to protect my employees. I

22 was trying to insulate them from being subject to the

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 30 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

321

1 same, you know, crunching time.

2 I was okay with it, right? I was spending

3 an inordinate -- inordinate amount of time on this

4 thing. Over 6 months. And I spent a lot of resources

5 trying to close this.

6 Q Why was it that $1.6 million in enhanced egg

7 forecasted revenue didn't justify the partnership?

8 A With his past experience and all the

9 applications and solutions he sold, and with us

10 ramping up our industrial side of our business coming

11 out from underneath our one channel partner agreement,

12 I thought, you know, one plus one equaled three. And

13 to me three meant more than 1.65 for revenue for 2009.

14 Q Essentially, when this deal did close, this

15 was a start-up business; true or false?

16 A Well, that's one of the -- that was one of

17 our attractions to Adil. I mean we were coming --

18 when I came to this company, it had one customer and

19 one channel, with no commercialization.

20 Q And --

21 A And then that terminated by its terms in

22 December of 2008. And so I called it a restart.

323

1 A It -- it ended up that way. It ended up to

2 be that way, yes. At least Silicon Valley Bank

3 thought that.

4 Q You knew, while you were negotiating these

5 various permutations of the deal with Mr. Shafi, of a

6 deal with Mr. Shafi, that if revenue didn't come in,

7 Braintech's existence would come to an end?

8 A No, I didn't. Like I said, I didn't expect

9 Braintech's existence to come to an end. I had a very

10 supportive LC shareholder base. I had a government

11 contract, right? And I had every hope in Adil Shafi

12 and his pipeline and his technology and his

13 leadership.

14 MR. MURPHY: I think this is probably a good

15 place to stop.

16 MR. GREEVES: Okay.

17 Why don't we leave it on until we figure out

18 what we're going to do for tomorrow, so I have a

19 better understanding about that.

20 What's your plan? I mean, when are you

21 available to come back tomorrow to finish?

22 MR. MURPHY: What time do you guys want to

322

1 Q You have no issue with -- I mean restart or

2 start-up, that's really what was going on here?

3 A Well, it was more than a start-up because we

4 also had 15 years of technology that we owned and the

5 company had spent historically over $20 million on

6 that technology, the eVF technology. So it was a

7 little bit more than a start-up. But that's why I

8 described it, J.P., as hitting the reset button.

9 Q If you took away ABB revenue and you didn't

10 generate any other revenue, what was the expected life

11 expectancy of Braintech?

12 MR. GREEVES: Objection. It assumes facts,

13 and hypothetical.

14 THE WITNESS: I -- I was hoping that it

15 would carry on, because we had two things. We had a

16 government contract, and I had a group of supportive

17 shareholders. The LC providers, if you will. They

18 kept funding the company.

19 BY MR. MURPHY:

20 Q If there were no other customers around

21 after ABB came to an end, the situation would be

22 terminal to Braintech, correct?

324

1 start?

2 THE WITNESS: How much time do we have left?

3 MR. GREEVES: Yeah.

4 MR. MURPHY: 3 hours.

5 MR. GREEVES: Do you want to start at 9:00?

6 THE WITNESS: Can we just finish tonight?

7 MR. MURPHY: (Shaking head.)

8 THE WITNESS: If I can talk her into

9 staying, will you?

10 MR. MURPHY: No.

11 THE WITNESS: Okay.

12 MR. GREEVES: So tomorrow morning. Is

13 Mr. Shafi going to be available to us tomorrow?

14 MR. MURPHY: He will be here.

15 MR. GREEVES: Okay. I get this chameleonic

16 answer now three times. When I get the third "he'll

17 be here," I have to ask, what reason would it be that

18 he would not be available to resume and complete his

19 own deposition tomorrow?

20 MR. MURPHY: I haven't made a final decision

21 on that yet. Our deal was if I needed extra time, we

22 would consider giving you extra time.

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 31 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

325

1 MR. GREEVES: Is that what we said?

2 MR. MURPHY: Yeah. And I'll go back and

3 review the transcript.

4 MR. GREEVES: I have it here. Why don't we

5 do that before you leave for tonight. Because if --

6 if your deal is going to change, my deal might change.

7 Since I have it here, we'll just take a look at it.

8 This is where we left it. This is what you

9 said on the record, the last statement you made:

10 "It's my understanding that we've reached the point

11 where Mr. Greeves has to go due to timing

12 considerations, and I'm going to reserve any redirect

13 questions that I have of Mr. Shafi. And if necessary,

14 we'll reconvene this deposition at a later date. And

15 we have agreed to reasonable timing. For example, if

16 I take a half an hour for redirect, we'll allow an

17 hour for recross. We've also agreed that we might

18 make Mr. Weidinger's deposition subject to the same

19 sort of agreement. That if I reach a point where I

20 get to 10 hours or so and I need a little more time,

21 we may revisit this agreement and impose the same

22 agreement on Mr. Weidinger."

327

1 MR. MURPHY: I'll be here at 9:00 a.m.

2 MR. GREEVES: Okay. Hopefully we'll hear

3 from you before then.

4 (Whereupon, at 6:00 p.m., the deposition of

5 FREDERICK WEIDINGER was adjourned to be

6 reconvened at 9:00 a.m. on Tuesday,

7 September 14, 2010.)

8 * * * * *

9

10

11

12

13

14

15

16

17

18

19

20

21

22

326

1 And then we kind of said that's fine.

2 So I kind of had assumed that we were going

3 to have a little bit more time with your client

4 tomorrow.

5 MS. KOVAL: Well, and I just want to add I

6 think that came after Mr. Shafi agreeing in his

7 deposition that he would return for additional

8 questions.

9 MR. GREEVES: That's a good point.

10 So I mean, I'm happy to give you 3 hours

11 tomorrow, or frankly whatever you need. But I feel

12 like in exchange for that, since Mr. Shafi is here,

13 either one of two things is going to happen. We're

14 going to finish up with him tomorrow or you're going

15 to bring him back down here again and we're going to

16 finish up with him then.

17 MR. MURPHY: I'm going to think about it.

18 MR. GREEVES: Can you let me know tonight so

19 I can tell you what we're going to do tomorrow?

20 MR. MURPHY: What are you going to do, not

21 produce Mr. Weidinger?

22 MR. GREEVES: I'm going to think about it.

328

1 CERTIFICATE OF NOTARY PUBLIC

2 I, VICKY REINER, the officer before whom the

3 foregoing deposition was taken, do hereby certify that

4 the witness whose testimony appears in the foregoing

5 deposition was duly sworn by me; that the testimony of

6 said witness was taken by me in stenotypy and

7 thereafter reduced to typewriting under my direction;

8 that said deposition is a true record of the testimony

9 given by said witness; that I am neither counsel for,

10 related to, nor employed by and of the parties to the

11 action in which this deposition was taken; and,

12 further, that I am not a relative or employee of any

13 counsel or attorney employed by the parties hereto,

14 nor financially or otherwise interested in the outcome

15 of this action.

16

17

 _____________________________

18 VICKY REINER

 Notary Public in and for the

19 Commonwealth of Virginia

20

My commission expires:

21 December 31, 2011

Registration No. 7117657

22

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 32 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

(866) 448 - DEPO

www.CapitalReportingCompany.com © 2010

329

1 A C K N O W L E D G E M E N T O F D E P O N E N T

2

3 I, FREDERICK WEIDINGER, do hereby acknowledge I

4 have read and examined the foregoing pages of

5 testimony, and the same is a true, correct and

6 complete transcription of the testimony given by me,

7 and any changes or corrections, if any, appear

8 in the attached errata sheet signed by me.

9

10

11

12

13

14

15

16

17

18 _________________ ___________________________

Date FREDERICK WEIDINGER

19

20

21

22

331

1 Capital Reporting Company

1821 Jefferson Place, N.W.

2 Third Floor

Washington, D.C. 20036

3 (202) 857-3376

4

5 E R R A T A S H E E T

6 Case Name: Braintech, Inc. vs. Shafi vs. Weidinger

7 Witness Name: FREDERICK WEIDINGER

8 Deposition Date: September 13, 2010

9 Page No. Line No. Change

10

11

12

13

14

15

16

17

18

19

20

21

__________________________ ______________

22 Signature Date

330

1 Geoffrey J. Greeves, Esq.

Pillsbury Winthrop Shaw Pittman, LLP

2 2300 N Street, N.W.

Washington, D.C. 20037

3

4 IN RE: Braintech, Inc. vs. Shafi vs. Weidinger

5 Dear Mr. Greeves:

6 Enclosed please find your copy of the

7 deposition of FREDERICK WEIDINGER, along

8 with the original signature page. As agreed, you

9 will be responsible for contacting the witness

10 regarding signature.

11 Within 21 days of receipt, please forward

12 errata sheet and original signed signature page to

13 counsel for Adil Shafi, James P. Murphy.

14 If you have any questions, please do not

15 hesitate to call. Thank you.

16 Yours,

17

18

Vicky Reiner, RMR, CRR

19 Reporter/Notary

20

cc: James P. Murphy, Esq.

21 Susan D. Koval, Esq.

22

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 33 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 1

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

$

$1 69:4,22

$1.6 321:6

$100,000

107:13,16 108:9

234:8 248:10,19

249:5 253:3,14

254:3,20

255:3,18

256:2,14

257:19,20,22

258:2 261:13

289:20

294:13,16,20

$106,509.09 94:7

$135,000 55:17

$14 13:20

$145,000 71:11

$187.24 97:9

$2.5 33:12

$20 322:5

$20,000 89:9

$2-1/2 33:8

$218,000 249:6

$25,000 79:11

124:13 141:16

204:15 205:7,15

$250 224:22

$3.4 48:9

$4.6 42:2 46:13

$40 16:20 17:3

$43,949 125:6

$50,000 72:9

84:3,6,11,16,20,

22 86:8 89:4

138:10,19

191:8,10 192:2

195:13

233:1,8,17,18

235:22 254:6

256:20 263:3,6

264:2 267:2

296:8 297:10,18

$500 175:6

$544,000 42:8

$544,106 44:3

$550 174:21

180:13 181:1

$56,000 56:14

$60,000 97:18

98:6,13

$61,185 124:1

$7 54:18

$750,000 34:8 35:5

$900,000 107:9

108:10 118:20

141:15 203:17

219:4

$925,000 141:19

$947,434 54:12

$999,303 70:11

0

08 71:16 212:20,22

213:7

09 212:21 226:21

09-10454 1:6

1

1 1:9 3:8

5:3,8,14,15,19

31:10 52:6,17

102:6 105:19

116:18,21

117:10 119:10

121:2 125:21

127:19 131:20

132:11 138:3

140:10 150:21

152:6,17,18

153:10 184:17

212:13 219:5

224:2 258:6

277:11 280:19

281:22

282:11,16 284:7

287:7,14,21

289:12 290:10

291:3,10

293:13,22

294:14 295:15

297:11 299:8

300:3,20 301:12

303:3 304:3

310:14 313:19

316:20

1.5 48:12

1.55 41:1,6,14

1.65 313:3 321:13

1.85 240:2 246:19

1.a 93:10

1:45 149:14

1:58 150:2

10 3:17,18 33:20

41:2,4

127:10,12,15,17

153:16

157:20,21

187:11,15 189:9

190:2 191:19

254:14,15 295:9

325:20

10,500 124:13

10.5 124:17

10:00 1:21

10:32 251:1

100 157:9 177:1

263:16 295:9

100,000 83:22

108:17 249:19

262:14 263:18

10-K 25:21 27:15

28:4,5

10-Ks 28:6

11 3:18 96:15,18

130:1 145:12

153:18 158:2

189:15,19,22

190:22

191:12,19

192:21,22

193:4,5

11:36 91:22

11:43 91:22

110 3:15

12 3:19 52:10 97:9

114:6,8 115:20

118:6 138:4

143:12

147:18,22

176:22 184:2,13

193:12,15

254:16,17 256:5

276:8 297:11,18

12,500 196:15

235:19

12:11 114:18

12:13 114:18

12:57 149:13

124,000 182:4

12-month 138:5

12th 71:21 78:9

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 34 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 2

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

89:20 116:3

143:1,14 154:7

222:15 224:12

255:2,8,12

13 1:13 3:20 48:5

195:3,7,10 331:8

14 3:21 150:21

196:19 197:1

203:2 327:7

15 4:2 7:16 203:22

204:4 211:11,12

295:9 302:4,5

322:4

150 3:16

16 4:3,12,13

207:5,9 208:2,12

163-169 3:5

1650 1:18

16th 242:7,21

243:2

17 4:4,13

191:12,20 192:8

208:7 210:19

256:6,13 262:20

170,000 183:9

1750 161:8,10

17th 189:12

242:21 256:6,11

258:3

18 4:5 15:15,17

16:1 18:9

216:2,6,13

218:18

1821 331:1

187 3:17

189 3:18

18-month 19:11

18-plus 103:22

19 4:6 66:1,11,20

67:1,17 71:19

72:5 188:10

193:18,22

223:6,10 226:10

230:18

19,740 89:4

1900 2:8

193 3:19

195 3:20

196 3:21

1998 277:15

19th 3:19 66:21,22

71:13 72:13

74:20 114:5

195:1 254:4

2

2 3:9 7:13

10:10,18,20 15:4

20:10 31:9 36:13

43:8,13 44:13

54:8,9 56:11

57:7,11

58:5,8,10,14,22

69:9 97:12

105:20

112:1,9,12,13,15

113:22 114:21

119:15,18 120:6

121:3,22 123:17

127:19 140:10

150:19 152:15

153:10 219:5

246:2 247:21

248:1,2 258:7

280:19 282:16

299:16

2.1 13:16,17

2.5 36:11 41:5

2.a.i 98:14

2:51 196:12

2:57 196:12

20 4:7 16:11 147:7

227:16 232:8,12

295:9

200 2:3,4 16:6

17:13 228:14

200,000 182:13,14

2000 21:6 30:7

31:4

2000s 32:3

2001 30:2 31:4

2003 21:7

20036 331:2

20037 2:14 330:2

2004 21:7,17

2005 21:8,18

2006 32:18

2007 22:22 23:17

25:3,12 26:2

29:16 30:6 32:17

54:2,16,21 55:16

67:17 157:13,14

228:11

2008 3:21 4:8,9

5:3,8,14,15,19

21:21 22:14

25:15,19,21 26:9

27:15 28:2,10

42:3

46:4,9,12,22

48:12,20 49:6

52:10 56:5,14

66:20 67:1 71:19

72:8,13 75:2

79:9,22 80:8,16

92:17 94:6

115:20 116:3

118:6 124:4

132:11 154:7

155:20 176:22

184:3,13 188:18

189:12 191:20

196:15 197:5

198:13 207:12

212:14 213:14

214:22

215:5,14,15

219:6,16

221:1,19

228:7,11 230:8

231:18 232:14

256:6 258:15

267:9 281:22

282:11 287:7,21

289:12 290:10

291:4,12

293:13,22

294:14 297:11

300:20 301:12

304:3 321:22

2009 36:21 39:6

40:6 41:16

42:1,8,12

44:2,20 45:10

46:5,13 48:9,21

49:6,15 70:17

148:19,22

209:21 221:20

225:19 312:18

321:13

2010 1:13 44:11,22

45:1,3 49:15

327:7 331:8

2011 328:21

202 2:14 331:3

203 4:2

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 35 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 3

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

207 4:3

208 4:4

21 4:9,11 236:20

237:2,3,17

238:18,19

330:11

216 4:5

218 252:10,17

22 4:10 238:4,8,18

239:5,13 244:19

223 4:6

223-1605 2:9

23 4:12 132:15

241:17,21

2300 2:13 330:2

232 4:8

236 4:9

238 4:11

23rd 66:2,14

130:22 131:2

132:22 133:2

24 4:13 48:3

173:21

242:14,18

243:11 246:1

258:15

241 4:12

242 4:13

245 4:14

249 4:15

25 4:14 94:6

124:17

245:5,9,10

246:20

247:21,22 248:2

250:19 251:3

252:6,7

250,000 294:17

259 4:17

25-plus 180:1

26 4:15 92:17

204:19 249:22

250:4 252:4

264 4:19

268 4:20

26th 205:14

27 4:16 259:13,17

274 4:21

279 5:2

28 4:18,20 264:5,9

265:18

281 5:3

282 5:4

284 5:6

285 5:7

286 5:8

29 3:21 4:20

102:16 197:5

268:10,14

292 5:10

297 5:11

298 5:12

29th 275:4

2-minute 114:14

2-year 11:3 31:10

32:2

3

3 3:10 15:4 17:1

53:20 60:17,21

69:13,15,16,17

96:11 100:16

128:18,22

129:21 130:9

132:9 153:10

160:13,16

173:17,20 174:3

179:6 184:12

206:21 261:21

282:16

288:12,16 324:4

326:10

3.11 3:13 92:8

3.20.3 3:10 61:17

3.5.1 3:8 52:19

3.9 118:13 119:19

3:40 232:7

30 4:5,8,17,19,21

16:11 24:10,11

39:19 40:3 67:4

88:3 124:17,18

196:15 218:18

219:16 232:13

259:20 260:2,5

264:11,16 267:9

268:5 274:1,5,6

30(b)(6 3:16

149:4,5

300 5:14

301 5:15

30th 78:9 219:6

220:9 221:1

227:9 231:18

232:15

233:13,14

31 4:21 5:2 274:13

279:10,14 281:6

328:21

311 5:16

312 5:17

313 2:5,9 5:19

32 5:3,6 281:15,19

285:3

288:8,16,21

291:7 302:22

307:12 308:16

33 5:4 282:17,21

283:4,15

34 5:5 284:19,22

285:6 286:2

35 5:7

285:11,15,18

286:2

35.5 124:18

350 161:13

36 5:8,10

286:12,16,17

288:5,6 289:4

292:17,19

293:14,15

294:12

37 5:9 292:22

293:4,5

38 5:11 297:22

298:3,10 300:2,9

39 5:12 298:4,7

300:7,11

3rd 291:12

4

4 3:11 64:9,13

65:2,21 66:4

74:11,13 88:19

89:17 97:7

153:10

171:20,22 172:1

182:2,20 184:13

282:16 288:7,17

4.6 46:4

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 36 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 4

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

4:04 232:7

40 5:13 188:17

300:14,18

307:6,7,11,13

41 5:15 301:8,11

305:15 311:15

42 5:16 23:19

311:8,12,13,19

43 5:17 23:20

312:8,12

44 5:18 313:14,18

44,023 183:19

45 39:19

450 36:15

475 36:15

48 256:22

305:13,14

48207 2:4

48226 2:9

4th 44:11

5

5 3:12 88:5,9,13

89:3,18 97:11

134:10,11,20

136:6,10 153:10

154:4 267:1

282:16 291:10

302:9

5:26 299:19

5:31 299:19

50 24:19,21 88:19

89:11 262:14

263:16,17,20,21

295:9

50,000 83:20,21

85:6,7 86:13,17

87:7 153:21

193:1 194:5

260:13

500 21:8

500,000 46:4,14

47:18

52 3:8

535 2:8

544 44:4 45:13

550 175:9

567-5921 2:5

57 3:9

570 36:17

5th 44:11 254:7

263:4 268:9

290:17

6

6 3:3,13 18:19,22

20:15 80:16

92:1,6,8 96:3

133:21 137:21

138:4 153:11

155:3,4 228:11

277:15 321:4

6.3 101:4 102:1,2

115:8

6/1/2008 130:16,20

6:00 18:20 327:4

6:30 18:20

6:45 250:22

60 3:10 40:2

60,000 98:9

600,000 228:12

64 3:11

663-9228 2:14

6-month 230:8

6-months 19:4

7

7 3:14 56:22

99:3,7,12,13

100:1 102:15

103:6 105:5,15

106:7 107:1,8

108:22 109:3,7

110:1,5,15

139:2,5 140:7

142:3,21

148:19,22

153:12 155:9

208:12

7,500 88:19

7.2.9(a 3:12

88:9,16

7117657 328:21

74,500 173:5

174:11

74.5 174:17

750 33:15 41:6

750,000 33:16

294:16

8

8 3:15 4:9

110:16,19,20,22

111:3 114:21

116:3 119:18

122:1 123:18

153:13 155:16

171:22 174:2

237:8 238:9

8(a 221:18

8/12/2008 117:1

80 177:2

8-1/2 129:22

85 10:6

857-3376 331:3

86 10:4,9

87 10:4

88 3:12

8-K 44:10

9

9 3:16 143:15,16

150:3,14 153:15

156:18,21

289:18 294:12

9:00 324:5 327:1,6

90 40:2 280:21

900,000 108:3,17

92 3:13 12:13

96 12:2

99 3:14 14:20

20:13 25:15

9b 296:7

A

A&A 220:15

a.m 1:21 91:22

250:22 327:1,6

A1 21:9,18,19

22:1,3

A1GP 21:11

ABB 25:12,15,18

46:7,8,11,21

47:4 214:10

215:9,20 217:16

322:9,21

ability 199:22

224:15 230:1

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 37 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 5

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

231:14

able 72:7 75:20

137:18 141:7

151:20 199:15

249:2 279:7,8

absolutely 78:18

114:15 181:9

229:22 256:18

absorbing

273:12,14

accelerate 75:21

141:9

acceleration

51:7,9,18,19

74:16,19 75:9,12

76:1,6,14 77:2

78:15 81:2

141:10

143:18,21

144:9,12,21,22

145:13 146:11

153:14 199:17

203:20 220:7

224:13 242:6,9

252:16 296:9

297:20 314:19

320:14

acceptable 257:21

290:10,13,19

291:1,19,22

304:7

accepted

101:2,6,17,22

102:14 103:6,9

106:4,6,10,22

107:5,9 108:10

109:1,8,19 110:4

118:20 119:4

120:14 175:8

264:1 267:1

access

51:7,9,18,19

52:2 74:15,19

75:9,12,14,20

76:1,6,14 77:1

78:15,18 81:2

136:16,18

137:1,4,6,9

141:7,9

143:18,21

144:9,11,20,22

145:13 146:10

153:14 199:17

203:20 220:7

224:13 242:6,8

252:16 276:9

296:9 297:19

314:19 320:14

accessing 75:19

accompanying

43:9

accomplish 273:11

account 72:10

84:22 85:8,11

229:21

accountant 53:13

83:3

accountants 45:18

187:5

accountant's 56:5

81:10

accounted 228:16

accounting 14:15

55:11,12 81:3

87:7 113:10

191:7 192:22

193:8

accounts 81:10

179:14 186:15

187:1 229:20

230:3

AccuCalibrate

320:4

accurate 26:6

41:17

42:3,6,9,11

46:16 57:18

65:13 78:4 97:1

103:7 107:14

108:13 197:5

312:18

accurately 70:3,8

94:8 179:11

221:21 266:1,10

270:5 273:7

291:13,17

AccuTest 320:3

AccuTrain 320:4

achieve 210:15

316:19

achievement 24:5

209:12 252:15

achievements

25:10

Achieving 252:22

acknowledge

250:17 329:3

acquire 64:16

69:20

acquired 11:5 12:5

20:11 57:19

58:13 60:9

136:12

acquiring 12:21

13:1 75:16

acquisition 13:11

19:16 26:12

49:21 50:12,16

51:12,17 60:22

61:14 71:15

131:10 132:3

134:16 143:14

154:21 212:2

213:12 214:4,12

220:3 224:2

225:4 240:21

246:12,15 256:3

258:1 276:19

290:3 296:6

317:2

acquisitions 11:16

across 73:12

action 181:4

214:21

328:11,15

activities 7:21

30:20 77:19

activity 32:18

77:10 78:4 98:10

acts 264:2

actual 50:11

186:22

actually 7:9 8:7

14:20 24:6,12

26:11 33:21

38:9,11 43:14

44:19 45:8 50:14

55:17 65:12

70:13 78:11 82:6

84:5 85:5 87:6

88:10 90:9 95:19

101:19 107:12

112:15 116:5

117:9 119:20

126:15,20

127:21 135:14

136:5 141:20

142:22 146:16

147:6,8 187:5

195:10 202:16

214:3 234:15

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 38 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 6

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

261:15 268:17

273:13 280:13

288:9,11 298:16

actuals 80:2

add 122:9 326:5

adding 124:19

addition 58:21

additional 29:13

33:19 35:12

40:15 326:7

address

197:8,11,12,13

218:11 232:16

250:8,12,14,15

addressed 232:13

269:2

addresses 244:5

addressing 218:14

adds 57:1

Adil 1:6,16 2:17

3:3,17

4:5,6,7,9,15,17,2

0

5:3,8,13,15,18,2

1 6:6 26:16 29:3

51:6 67:8

76:11,18 77:11

86:14 91:2 94:5

107:20 109:4

113:20 122:15

126:4,6,9,10

127:2 131:5

136:15,21

137:13

140:12,19

144:1,10,14

145:4 146:9

147:4,21 148:10

150:9 154:14,17

155:1 157:8

175:15 178:20

181:18 192:2,16

193:1 195:13

196:8 202:14,20

204:22 205:10

206:4 207:12

208:6 210:10,14

215:1 220:5

225:15 226:13

228:4 232:13

235:2,11,19

236:6 240:4

242:3 243:9

248:13 250:6

254:8 255:3

256:20 257:1,18

259:5 263:8,21

265:10,13,17

266:5 270:21

271:9 273:12

276:6 278:19

283:14 285:8

286:9 297:1

301:17 302:14

304:5

307:10,15,16,18

308:8,12,18

312:4,6

317:1,4,17

318:17 319:3

321:17 323:11

330:13

Adil's 6:14 60:7

62:22 85:14,21

127:6 136:15

137:4 225:14

308:1,3,17

adjourned 327:5

administration

8:16

administrative

48:5 226:15

administrator

225:13 226:18

230:1

admitted 228:22

advance 72:9

196:16 233:8

afloat 90:20

AFTERNOON

150:1

against 7:12,21,22

22:18 93:2,17

98:12 105:9

119:2 160:11

170:5 177:3,8

178:20 179:2

agent 149:3

ago 7:15,16 138:16

227:16 261:21

agreed 72:9 96:22

118:19 155:1

181:8 233:20

240:19 258:1

261:3,8 277:4

291:1,10 292:1,6

295:7,15 296:11

297:14 305:8

306:12

325:15,17 330:8

agreed-to 295:13

agreeing 289:22

326:6

agreement 3:9

39:21 52:13,15

57:12 64:22

65:7,14,22

66:11,14 76:1,7

94:5 97:8 100:17

102:7 103:11,19

106:13 116:7

119:8 143:18

147:12 152:18

170:19,21 171:1

179:18 181:20

185:22 220:7

231:13 233:13

240:2 241:13

255:16

276:13,16 277:1

278:4,7,9,16,18

280:16 284:14

309:4 311:4,5

320:15 321:11

325:19,21,22

agreements 104:1

230:15

ahead 35:19

59:4,19 69:7

81:5 98:1 108:2

119:22 139:8

151:10 152:5

225:12 304:9

ahold 218:9

ain't 221:5

Alexander 95:8

allow 141:17

202:14 325:16

allowed 127:19

137:10 276:6

allows 139:22

already 79:7 91:17

107:13,17

192:10 200:10

214:10 220:6

225:20 229:7

242:8 243:1

257:1 263:22

275:4 303:10

319:8,18

alternative 38:14

am 124:22 131:14

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 39 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 7

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

171:13 191:2

227:13 228:3

230:22 232:4

328:9,12

America 34:20

35:2

Ameristar

67:2,4,6,16

188:10

among 27:13,14

288:7

amount 34:8 35:4

36:4,9 41:5 44:3

86:7 94:16

108:11 124:16

173:4 184:11,22

185:13

263:13,14 321:3

amounts 73:16

179:15 182:15

260:12

and/or 193:20

210:10

Andreas 73:10

Andretti 22:15

Anne 149:10

annual 42:1

answer 6:22 24:15

27:21 47:7 48:14

50:4 59:4 62:15

64:5,6 65:16

67:13 70:20

87:19 90:22

94:14 103:8

107:4,7 108:5,19

109:11,14,18

115:15 122:9

124:12 131:17

142:15 152:5

153:2 170:7

173:11 176:7,20

181:12 183:12

184:8 185:6

186:11

188:15,21

194:19 200:7

212:8 225:12

229:8 247:11

255:1 257:8

264:12

267:5,13,16

304:9 317:20

318:1 324:16

answered 88:4

109:10 119:6

120:17 186:20

192:10 243:1

266:3

answering 181:17

246:16 258:11

answers 218:6

302:1

anybody 37:15

51:14 200:13

202:22 218:10

266:2 288:5

293:9

anybody's 107:18

anyone 140:12

anything 58:4

109:7 122:9

142:18 199:3

224:4 227:10

233:14,21 261:8

267:15 271:11

305:10 306:4

316:1

anytime 213:1

anyway 279:5

anyways 316:12

anywhere 100:14

160:13 276:16

apart 260:14

266:20

apologize 68:19

111:7 271:14,16

274:9 279:21

280:3 305:5

apologizing 280:1

appear 42:9 73:16

99:13 125:13

135:9,17 232:22

233:7 329:7

appears 73:19

134:19 150:18

173:4 197:2

223:22 237:9

243:12 260:3

268:14,16

274:21

300:5,8,22

311:21 328:4

application 225:21

226:22 244:3

319:16,17,21

applications 321:9

appointment 26:1

appreciate 289:6

appropriate

155:16

197:13,17,19

200:3 208:21

221:18 278:7

303:9

approval

175:18,20

227:11

approve 121:19

231:1

approved 178:7

303:10

approving 121:4

approximate 32:1

approximately

7:15 33:11 36:16

60:12

April 4:9,12 71:16

79:18 237:8

238:9,10 239:4

240:15 242:7

243:2 252:1

256:6,11,13

258:3,15 262:20

263:12

Aptura 124:16

architect 277:11

319:6

area 13:10 209:14

areas 248:21

aren't 211:2

289:21 291:22

argue 227:22

228:1 257:7,13

317:19

arguing 257:8

argument 257:11

argumentative

47:6 80:18

arrangement 36:1

41:3 132:13

138:22 177:9

180:22 231:5

234:12 258:7

296:4 297:14

304:17 306:8,16

arrangements

34:11 180:6

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 40 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 8

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

articulate 122:20

126:12 295:1

305:4

articulated 209:18

articulating

122:14

ascertaining 262:7

aside 137:22

aspect 105:19

106:17 154:15

212:14 263:11

aspects 285:9

assets 38:1

57:14,19

58:13,21

59:10,15,16

90:14 162:1

171:2,3

175:16,20

177:11 178:7

181:6 201:15

assigned 184:1

227:1

assignment 17:21

assistant 226:15

associated 21:2

71:8 77:20 81:7

90:5 91:12 92:7

104:13,18

106:15

114:11,21

115:5,7 116:14

117:1 120:22

125:16 147:15

156:10 160:7

177:14 283:4

290:18

Associates 92:15

association

21:12,15,19 30:5

32:16 136:15

assume 6:22 46:19

69:4 71:12 91:16

104:5,7 159:2

200:22 205:3

236:15 260:4

291:14,17

303:10

assumed 91:2

210:10 326:2

assumes 64:4 76:9

134:21 139:9

159:9 176:6

191:14 213:20

226:12 236:3

322:12

assuming 46:16

69:10 119:18

174:13 183:18

200:16 292:4

297:16,19 302:9

311:1

assumption 16:9

17:13 119:21

135:14,22

209:16 211:8

212:12

assumptions

135:4,12 208:17

210:3,19,21

211:9 212:4

301:22 302:6

attach 238:3

attached 56:18

57:5,16 62:13

68:12 70:1,14

72:1 92:9,14

93:4 110:1

114:12

115:1,9,10 116:2

172:11 173:10

174:13 183:19

208:11

238:11,15,18

239:6,7 247:8

282:13 288:7

289:4 291:19

301:13,15,17

310:17 329:8

attaching

237:11,14

attachment 3:18

4:10 5:5,15 61:8

66:13 89:19 96:8

189:8,22

191:12,19 192:9

238:17 239:10

243:12,15

244:13,16,18

245:1,2,11 285:3

316:3

attachments 282:5

attack 146:10

attempted 118:21

attempting 294:4

attend 204:19

attended 146:16

205:14

attending 18:15

attention 33:5

172:4 220:3

attorney 5:21

44:19 63:7 186:4

264:22 328:13

attorneys 103:16

180:5

attorney's 82:21

attracted 29:3

147:5

attractions 321:17

attractive 147:5

attributable 46:11

attributed 225:22

auctioned 171:2

201:16

audit 45:19

auditors

28:7,13,18 45:18

August 52:10

71:15,21 72:19

74:2 75:2 78:9

89:20 114:6,8

115:20 116:3

118:6 124:1,4

143:1,12,14

148:19,21,22

154:7 174:20

176:22

184:2,7,13

222:15 224:12

254:16,17

255:2,8,9,12

256:5,10 276:8

author 5:9 112:22

113:5 139:15

144:1 182:22

210:22 211:11

222:5 239:19

247:2,16

249:9,10 285:19

293:7 302:12,13

311:22

authored 140:9

142:6 143:7

286:2

authority 219:11

227:10,11 231:1

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 41 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 9

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

Auto 79:4

Automation 97:4

autumn 226:21

availability 231:14

available 217:11

218:1 323:21

324:13,18

awarded 33:19,20

34:1 208:22

aware 56:16 82:12

83:7,11 85:17

90:7,9 95:20

96:1 97:17

98:6,20 153:21

180:4 183:22

186:22 204:14

205:15 207:2

230:15

away 55:12 138:17

206:21,22

266:13,15,18

267:9,17,19

272:18 318:21

322:9

awesome

270:2,9,11 271:5

272:16

awkward 314:7

B

B.C 23:9 184:20

Babak 26:15,19

51:1 147:20

148:10 155:7

170:6,17 218:16

265:10,13

267:14 270:18

271:9 273:21

283:14 285:8

286:8,10 317:10

B-A-B-A-K 43:6

Babak's 43:6

272:20 273:13

B-A-B-B-A-K

27:3

background 16:15

242:3 243:3

backstop

33:1,14,18,21

34:3 41:3

backstopped 33:9

backstopping

40:19

bad 250:9 264:2

badgeration

318:17

badgered 314:12

baffled 234:1

balance 55:13

ballpark 16:12

bank 33:10

34:4,20 35:2,11

36:7,10,20

37:6,16,20

38:11,19,22

40:11,14,20

41:11 62:2 72:9

84:22 85:8,11

93:14,17 154:1,2

161:3 175:8

177:17 179:8,14

180:14,22

181:3,11 229:20

323:2

banker 15:2 195:8

bankers 13:18

banking 35:1

38:16 40:7 41:3

banks 34:22

38:5,8 40:10,13

base 52:2 75:19

76:18 78:19

79:16 81:1 141:7

147:10 224:22

226:5 307:18

308:19 319:8

323:10

based 24:5 57:3

71:12 119:21

127:4 131:21

134:14 224:15

231:13 233:19

234:16 235:1

238:20 252:15

254:7,11 256:20

261:8 263:4,20

273:17 276:10

277:15 297:13

300:7 305:20

basement 58:18

59:8,13 276:7

basically 22:14

41:6 51:10,19

100:21

basis 142:22

145:8,9 152:4

207:13 254:9

299:8 300:3

bathroom 114:14

299:16

bearing 248:8

beaten 122:10

Beaudoin 202:8

226:22

became 14:5

18:2,4 20:11

22:22 23:19 25:3

30:8 31:4 51:19

62:3 83:11 85:16

131:21 176:21

222:13 230:15

Beckhoff 97:4

become 18:17,18

30:22 86:2 90:7

becoming 288:4

begin 79:8

beginning 1:21

30:5 44:15

55:7,16 152:17

174:19 264:16

265:17 280:9

begins 248:5

behalf 1:22

2:2,7,12 218:14

behind 74:6 92:11

178:9 210:3

belabor 179:5

believe 9:18

10:2,4,10 21:17

31:9 36:12 42:14

52:11 63:15,16

84:1 86:4 91:15

101:4 108:4

113:18 126:14

131:9 134:17

143:7 152:7

155:7 158:3

173:7 174:9

177:1 183:10

186:6 190:11

195:2 204:15

206:2,10,15

215:21

239:13,18

244:15 301:14

318:1

believed 222:1

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 42 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 10

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

295:15 319:7

belt 49:10

beneficial 246:13

258:9

benefits 48:9,20

Bernie 13:8

Bernie's 13:9

Berry 2:8

besides 40:10

152:8

best 31:11 38:3

72:18 153:2,8

184:17 190:9

220:2 270:13

271:15 275:22

288:7 297:7

better 26:4 27:4

76:10 77:17

151:2 153:15

271:7 272:12

323:19

beyond 29:12 62:1

102:15 107:20

205:7

bigger 271:9,10

billion 13:20

binder 111:17

117:16 119:19

binding 253:7,8,11

bio 242:4

bit 14:11 51:8

78:20 196:7

322:7 326:3

blacked-out 282:3

blank 218:6

blew 63:21

blue 234:2 261:10

280:7 281:10

blueprint 51:10,20

52:1

board 15:3,16

17:11 23:14

29:19,20,22

30:4,5,13,17,19

31:1,5,7,22 32:3

33:20 34:1

121:4,8,13,18

127:2 147:3,6

Boca 51:2 154:11

155:7 218:16

bold 94:4

bolded 76:20

96:21

bomb 176:19

bona 200:21

bonding 126:11

booked 80:8 187:1

boot 146:6

botch 21:6

botched 305:5

bothered 84:19

bottom 54:5

55:6,20 56:11

71:10 120:8

123:20 135:5

265:17 284:6

301:21

Boulevard 1:18

box 112:21 240:1

293:6

boy 81:18 173:14

190:13

bracketed 125:11

Bradbury 13:7

Brain 314:5

Braintech 1:3 3:11

23:1,3,5,15,16

24:6,14

25:10,13,16

27:6,17 28:11,14

29:4,20,22 32:9

34:1 35:6,8

36:12 38:13

40:16 41:14,17

44:10,21 47:2

49:5,20 50:15

51:13 63:4,7

64:20 69:4,10,20

70:5 75:15 82:12

83:6

101:2,4,6,17,21

102:14,19

103:6,9 104:3,5

106:6,10,22

107:5,8 108:10

109:1,8 110:4

113:10 118:20

119:4 120:14

126:19 130:1

132:20 138:2,11

139:4 140:20

142:10 148:20

149:2 151:12

154:1,2,9,15

156:4,5,6,7

157:5,11 158:11

159:5,14,18

160:15

161:3,4,6,17

162:1 170:22

171:4,15,17

174:18 175:8

176:4,21 179:18

181:10 186:1

197:4,8,18

201:4,11,12

202:9,12 209:13

217:11 218:15

221:10 222:3

223:20 224:19

227:9 238:21

245:12 246:2

251:15 268:7

269:6 270:16

273:6,11 285:21

296:8 297:10,17

301:4 307:19

311:21 313:22

314:5 315:2,11

316:11 317:13

318:9 319:3

322:11,22 330:4

331:6

Braintech.com

269:2

Braintech's

207:19 323:7,9

brand 21:10

brand-new 132:2

break 44:16 91:20

92:5 114:14

149:12 196:5,10

232:3

break-even 16:21

breaking 274:22

275:1

Brighton

59:11,13,16

60:5,8

bring 147:6 176:3

236:15 326:15

broke 99:9 150:17

brought 22:15

40:22 112:20

157:8 217:20

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 43 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 11

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

BT 69:10

build 213:3

building 213:8

bullet 235:18

280:8

bullish 205:10

bunch 71:3 77:4

burned 67:9 188:6

burning 118:9

Burr 225:9,13

Burwell 2:3

business 8:16

14:12 18:7 22:11

26:3 27:17 29:18

31:19,21,22

37:22 39:3 75:21

85:9 86:18 91:6

107:18 109:9

112:3 134:2

139:1 141:9

156:17 161:2,16

171:3,9 194:6

206:7 219:9,10

221:1,8,12

222:2,9,10,13,14

223:18 224:3,14

234:22 236:6

241:10 271:4

272:16 283:16

291:11 295:13

320:16

321:10,15

businesses

270:2,9,11

businessman

180:1

busy 185:5 314:10

button 268:22

322:8

buy 306:17

buyer 16:3 17:22

103:20,22

buyer's 186:7

buying 17:4

C

calendar 20:9

54:15,21 80:8

87:15 146:18

204:20 205:13

241:4

Canada 33:10

34:5 36:7 38:1,4

41:11 154:1

capable 185:4

capital 1:19 225:1

331:1

caps 313:21

captioned 96:11

97:12

car 20:21

care 80:15 222:9

238:20

cared 80:14

careful 120:20

210:18 222:20

carefully 110:12

254:8

carry 257:17

322:15

cars 21:5,8

case 1:5 7:14 39:3

93:14 94:18,21

95:3 111:20

195:12 295:8

318:14 331:6

cash 55:4,6,7,17

224:15

231:13,14 234:8

240:2,6 246:19

248:10

249:13,16,18

252:13,14,15

254:3,20 256:14

257:19,20

261:13

Casino 67:2,4,7,16

catch 278:12

cause 102:19

caused 16:1

181:10

cc 330:20

ceiling 107:10,12

118:22

Centre 2:3

CEO 9:19 11:20

15:20 18:15 20:1

22:22 23:3

25:3,10 30:22

82:12 134:7

149:1 171:11

227:9 318:15

certain 7:22 22:19

61:1,15,18 62:7

82:15 86:15

91:16 133:12

134:5 193:6

205:19 256:20

279:2 284:12

certainly 63:21

65:17 68:18

143:13 212:3

276:19

CERTIFICATE

328:1

certify 328:3

cetera 73:13 258:6

CFO 11:5 83:2

113:14 158:15

chairman 9:19

11:20 12:11 14:5

chalk 127:2

chameleonic

324:15

chance 26:18

251:1

change 46:21

253:22 265:19

266:6 296:22

297:4 325:6

331:9

changed 15:8,12

50:9 71:13 72:20

76:19 186:12

220:12 263:21

264:1 275:18

298:22

changes 75:1

329:7

changing 69:9

118:16 257:2

channel 29:8 46:7

273:4 280:11

321:11,19

charge 11:15,16

chart 5:4 282:21

283:4,6

check 16:11 24:21

36:18 37:3 63:1

64:7 73:13 79:11

87:15 104:11

146:17 201:3

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 44 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 12

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

205:13 206:12

213:6 215:6,17

233:11 241:4

checked 160:21

checks 260:22

chest 242:12

chief 9:18 17:10

26:1 27:9 76:3

83:3 140:22

141:1,3 157:2

158:10 184:9

217:22 226:2,3

choice 173:21

271:15

chose 10:3 41:2

317:11

Chrysler 202:7

chuckling 263:19

circulated 239:16

circulating 230:20

claim 91:13 97:17

claims 96:12,16

97:13 98:21

182:3,5

class 29:4

clause 278:5

clear 40:4 132:7

153:1 178:14

236:5,11 240:5

260:8 261:19

288:3 290:17

296:18

cleared 137:2,3

clearly 79:15

121:21 122:1

209:18 214:1

254:9 256:22

267:19 287:17

310:9

clerk 179:14

click 113:4 129:3

250:10

clicked 112:19

311:18

client 85:21 267:3

326:3

clients 146:11

226:17

clipped 243:14

close 36:22 61:20

62:8,11,18 63:3

78:9 136:14

157:12 178:13

224:12 229:18

276:3 321:5,14

closed 14:5 19:18

56:17 57:3 71:14

72:22 74:1 78:16

80:21 87:14

127:18 137:2,7,8

158:7 212:3

254:14

255:7,9,12 256:7

276:5,8 279:5

314:6

closely 17:11

145:1 314:17

closing 3:8 5:11

52:9,21

53:2,5,18

56:3,19 59:14

60:13 62:3 63:22

64:18

68:1,4,7,8,9,12,1

6 71:21,22

72:1,19 78:19

81:7 86:2

87:10,19,20

88:11 89:19

90:2,5 91:12

92:7,10 93:1,4

94:1 96:8 97:19

98:7,21

104:19,20 105:8

111:17 114:8

116:2,4

117:5,10,15

118:5,10,13,17

119:19 125:15

127:20,21

128:12,13,15,16

130:2,8,20

131:7,20

132:8,14,21

137:20

140:14,18

141:12 142:22

143:11,14

153:19 160:19

172:9,10

173:8,10

174:10,14,15

175:14,22

177:14 180:5

183:11,19

185:16 186:15

187:2 199:20

200:5,14,19

202:18 203:14

204:18 205:2,20

222:22

275:18,20 277:5

279:7 294:17

298:12,18 299:7

300:2,5 320:10

clueless 288:4

code 58:19 278:22

COGS 120:10

coherent 294:6

coin 47:1

coincided 214:5

co-leads 37:12

collateral 34:15

colleague 37:21

collect 142:1

collecting 230:4

collection 179:15

college 8:9 9:9

color 214:1

column 71:6,7

73:8 77:5 78:11

82:6,16 123:20

145:16 172:21

columns 77:8,14

combination 78:5

222:19 224:19

270:2,9,11

271:5,8 272:17

283:17

combined

51:11,20 80:22

182:13 205:20

206:8 207:22

218:20 219:1

225:8 230:21

231:11

Comerica 62:2

63:21 173:5

174:5,10,16

175:8,17

176:5,14,16,18

177:3,6,17

178:4,7,12,19

179:19

180:14,22

181:11,20

comes 293:6

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 45 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 13

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

298:15

coming 79:17

105:13 106:7

107:1 120:15

160:11 176:15

228:6 237:21,22

321:10,17

command 315:1

comment 16:16

273:12,13

314:14

comments 134:14

264:3 275:8

292:12,13

Commercial 280:8

commercialization

321:19

commercialize

28:20,22

29:6,9,12 51:14

147:8 319:4,11

commercialized

319:8

commercializing

47:3

commission 27:16

328:20

commit 291:3

committed 253:13

committee 45:19

Commonwealth

1:20 328:19

communicate

154:14,16

communicated

75:12 207:18

communicating

207:13 266:17

communication

190:18

communications

9:22 11:7,10

15:8,13 18:5

153:18 273:18

274:20

commute 207:4

commuting

19:6,11

companies 38:9

51:11

company

7:10,11,14

9:21,22 10:19

11:5,7,20

12:12,21,22 13:1

15:3,6

16:2,19,20 17:3

20:12 22:1,4,6

27:6,10 28:6

30:8,22 32:10

33:19 36:5 42:2

44:2 45:15 49:18

75:16 81:1 90:11

95:4 101:8 113:1

127:12 134:7

136:7 147:6

170:18,20 178:7

228:5 231:2

318:15 321:18

322:5,18 331:1

company's 26:4

162:4

compensation

13:15 49:5,11,13

248:22 252:22

255:11

compilating 187:5

compilation 3:15

4:13 112:4,6

242:20

complaints 320:13

complete

65:12,16,18

68:2,15 70:7

117:9 195:14

282:2 324:18

329:6

completed 78:5

261:19

completely 20:11

224:10

290:21,22

complex 282:22

complicated

131:22 220:1

294:3 295:3,6

306:10 309:1

complicating

271:2

component

108:8,10,11

234:8 240:1

246:19 248:10

249:14 254:3,20

components 108:7

249:18

comport 45:10

compromise 266:8

computer 201:9

concern 27:17

28:11,13 84:5,8

134:8 221:13

concerned 60:10

220:18 261:5

concerning 84:10

158:2

concerns 28:17

concluded 93:11

131:4

conclusively 108:6

concrete 122:11

condition 110:3

119:3 121:17

178:12,17

209:16

conditional

109:1,8 120:15

conditioned 106:7

107:1

conditions 35:7

233:20 234:15

256:21

263:1,10,14,20

289:22 290:19

conference 126:22

211:21

confidence 202:17

confident 117:16

confidential 3:5

162:8 170:3

confirm 46:15

47:21 94:13

confirmed 257:1

confused 232:21

246:10 270:20

292:14 304:20

confusing 110:21

111:7 283:1

confusion 66:4

195:22

connect 103:1

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 46 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 14

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

connected 198:16

connecting 35:9

connection 5:11

13:11 64:21

121:13 128:10

298:13

consensus 127:5

206:19

consent 8:1 22:18

61:19 62:7,11,13

64:2 92:20 93:6

177:10

178:3,13,15

179:17 181:8

consenting 177:16

consents

61:1,15,17 62:16

63:2,13,17

177:15

consider 23:5

155:16 295:21

297:21 324:22

consideration

255:19 289:19

considerations

325:12

considered 251:4

255:19

consistent 88:18

254:4

consolidated

44:12

constant 35:5

317:16

constantly 118:16

288:2 314:12

construct 299:11

consultant 156:6

consulting

170:19,21 174:2

contact 26:14

62:21 63:18

158:4,6,18 179:9

199:16

200:12,13

202:13 203:1

313:22 314:5

315:1,10 317:13

318:9

contacted 15:2

23:4 30:21

200:10,11

316:11

contacting 37:16

330:9

contacts 171:15

contain 129:1

contains 65:21

66:10 145:1,12

278:4

contemplating

294:20

content 140:11

143:8 211:13

302:13 312:4

contents 139:16

Continental 18:21

continually 287:11

continue 14:3

28:11 70:17

296:6 315:3

continued 150:9

314:20,22

continuing 139:11

140:3 179:9

275:9 296:10

297:19 318:16

continuous 8:17

133:10

continuously

15:16 142:3,9

298:21

contract 22:11,16

25:5,18 29:10

38:3 42:22

46:8,22

47:5,12,15

141:16 209:1

322:16 323:11

contracts 42:13

208:20

contributed

225:22

contribution

136:12

contributions

212:9

control 24:19 45:9

213:10

conversation

113:20 180:18

195:16 247:17

317:2

conversations 17:1

131:5 132:2

133:21 138:12

143:3 154:9,12

185:14 220:13

239:21 240:21

252:2 276:18

313:11 315:5

COO 155:12

216:15 217:10

cool 279:22

copied 199:7

copies 173:16

220:7

copy 42:19 59:22

60:8 65:13

66:2,10,17

67:7,9 68:15

92:20 99:16

116:6 117:15

119:13 149:8,9

204:6 237:3

241:21 280:7

330:6

Corp 20:15

corporate 7:8

11:15,19 151:16

161:6

corporation 1:3

9:20,21 16:4

Corporation's

18:15

correct 23:2 28:16

29:15 38:15

39:16

41:10,12,21

50:13 55:1

57:4,6 59:11

63:10 70:14

72:14 77:13

78:13 79:19 82:7

87:18 89:6,7,9

92:12,13,17

93:15,20 94:16

95:1,2,5,6,9,10,1

3,14 96:9,13,14

97:9,10,15,16,19

98:15

114:4,6,8,9

118:6,7,22

125:6,17

130:15,17,18

144:2 145:19

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 47 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 15

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

155:20 157:5

161:18,21

162:3,5 177:2

182:4,8,13,17

187:19 188:21

201:17 205:17

213:14 214:6

220:8 230:16

232:15 237:8

243:19 259:22

260:2 268:18

273:22 276:11

294:18 296:11

301:3 310:22

311:7 313:1

314:20 322:22

329:5

corrections 329:7

correctly 206:3

correspond 197:14

corroboration 5:5

147:12,13,14,16,

22 285:7

cost 120:11 313:3

costs 118:18

counsel 1:16 3:3

6:6 37:12 45:19

111:13 129:9

150:9

155:19,21,22

156:1,4 170:9,11

186:7 200:8

218:6 237:13

246:1 266:21

272:6 285:22

288:5 315:15

328:9,13 330:13

counsel's 152:5

246:8

Counterclaim

1:10 2:12

country 30:20

32:19

County 170:6

couple 21:7 100:20

107:15 123:17

137:11 217:19

223:21 251:19

258:20 274:21

course 59:5 72:13

185:2 229:1

court 1:1 26:21

148:7 170:6

262:2 280:4

covenant 70:6

cover 92:11

covering 13:11

coveted 276:7

cratering 221:4

create 26:5 75:22

129:10 132:1

137:13 140:19

143:5 148:10

created 22:4 113:6

126:18,21

139:3,13,16

140:7 144:1

147:11,21 191:9

creating 45:6 76:4

134:19

creation 113:13

creator 130:14

credible 136:18

credit 33:22

34:4,8,12

35:4,8,10

creditor 70:1 82:7

96:12 172:19

184:22 185:13

creditors 69:5

71:19 72:6,8,12

82:15,19,22

96:17,21 138:20

153:19

158:5,6,18

159:6,15

160:1,9,16

172:8,13,15

176:14 180:7

184:1 229:1,12

230:12,13

Creek 15:7,10

Creighton 8:14,16

criminy 274:14

critical 33:6

304:18 305:3,6

Crowe 13:7

CRR 1:19 330:18

crunching 321:1

cumbersome

189:4 271:10

Cup 21:11

current 77:22

currently 230:5

customary 186:6

customer 25:13

29:8,13 46:7

76:18 78:19

147:1,5,10 200:4

202:5,21 203:21

204:22 321:18

customers 29:13

75:19 81:1

136:18

137:7,11,14,19

145:2

146:2,12,15

198:19

199:13,16,18,22

202:13,17

203:1,11,18

217:20 319:9

322:20

cut 245:18 260:22

CV 242:4

D

D.C 2:14 330:2

331:2

Dale 258:17

Dallas 158:1

Dan 202:8 226:22

Dara 5:17 50:22

51:3 76:3,5,13

126:19 134:19

136:20 139:3

140:7,22

144:1,10,17,19

145:2 146:9

154:11

155:6,17,18

156:22 157:21

199:4,8,11

200:3,9,15 201:4

202:2 207:13,21

210:14 213:11

215:7 224:18

226:2 307:21

311:21

312:5,14,17,20

315:3 317:7

dash 245:12

date 36:19

39:9,10,13

66:21,22 67:19

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 48 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 16

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

87:18 89:15

114:8 116:4

130:19 131:19

132:14 133:8

141:12 143:20

148:1 159:12

173:8 174:10

176:19

178:21,22 179:1

186:15 187:2

188:3 189:12

192:2,3 193:6

194:12,13,21

196:6 197:5

201:5 215:12,16

240:12 287:13

289:12 291:18

294:18 300:19

325:14 329:18

331:8,22

dated 3:21

4:5,8,9,12,21

5:3,14,19 44:20

66:14 76:20

115:19 130:16

185:18 191:11

197:4 232:13,15

258:3 280:20

281:22

dates 36:18 72:21

73:13 78:12,13

146:8 192:18

day 29:5 49:19

67:22 149:15

225:1 226:3

253:22 260:1

268:17

274:10,12 288:1

317:5

days 7:13 39:19

40:2,3 193:18

267:1 274:13,21

330:11

dead 317:4

deal

13:13,14,19,20

18:11 40:14

45:22 50:8 51:4

54:17 55:9 63:1

69:4 87:14 90:19

154:15 223:2

229:18 234:9

240:6,7 251:21

254:13

255:5,7,9,11

256:14,16,19

266:13,18 267:9

273:18 291:1

297:16,17

302:11,22

303:13 304:2

318:20 321:14

323:5,6 324:21

325:6

dealing 142:17

dealt 143:2,10

177:15 226:3

Dear 330:5

debt 16:9

17:13,15,21

18:3,6

69:5,9,10,11

70:11 71:22

72:20 82:5

94:2,10,12,15,17

96:9 97:22 98:22

99:1 100:22

101:2,3,5,6,17,2

2 102:14,18,19

103:7,10

105:10,14,21

106:6,10,12,14,2

2

107:5,6,9,11,20

108:4,8,11,16,19

109:1,4,8,16,20

110:4,9 113:13

114:10 115:8,18

116:1,20

117:8,17

118:8,16,20,22

119:4,20

120:2,9,14 122:7

124:20 138:20

154:18 159:3,21

160:7 172:11,22

173:9

174:5,10,13

175:8 176:1

180:8,12

182:6,10

183:2,7,14,17,18

,20 184:1,11,17

185:9 194:2,9,14

debts 72:12 113:17

decaf 44:7

deceased 12:7

December 25:19

46:9,22 54:2

157:14

212:19,22

215:5,14 321:22

328:21

decide 275:1

295:21

decided 19:2

140:17 219:22

220:1 246:13

256:13 258:8

276:2 296:3

decision 159:22

160:5 170:5

176:13

219:13,15

324:20

decisions 219:12

220:5 221:7

222:8,21 224:3

declarative 175:2

declared 38:22

39:14

decreased 49:8

decreasing 36:2

decrees 95:12

deep 178:10

225:19

default 39:14

181:19

defaulted 170:21

171:1

Defendant 1:10

2:12

Defendant/

CounterPlaintiff 1:7 2:7

Defendant's 174:2

245:22

defense 98:3

156:17

deferred 49:17

define 209:7

defined 101:6,11

106:7 107:1

definitely 77:11

definition

101:10,13,17,19

102:14,18

103:6,9,12

definitive 71:14

249:3 254:1

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 49 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 17

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

degree

8:9,10,13,15

9:7,12 10:5,9

46:21

degrees 8:12,17

delegate 273:21

delineate 210:18

deliver 63:13

80:22

delivered 25:8

220:6

demand 133:10

demonstrate

228:21

demonstration

217:13

deny 190:22

191:11,14,18

201:20 202:22

Department 95:11

dependent 119:5

depends 136:5

295:4 319:16,21

depose 152:1

318:19

deposit 91:18

261:20

262:13,15,18,19,

22 263:3,11,15

289:20 291:11

294:14,21

295:19 303:2

deposited 268:6

deposition 1:14

3:7,16 4:1 5:1

6:11 52:6 57:7

60:17,20 64:9

74:13 86:7 88:5

92:1 96:4 99:3

102:6 110:16

116:20

117:11,18

149:3,6,9,13

150:3 151:13,14

162:7 187:11

189:15 193:12

195:3 196:19

203:22 207:5

208:7 216:2

223:6 232:8

236:20 238:4

241:17 242:14

245:5 249:22

259:13 264:5,21

268:10 274:1

279:10 281:15

282:17 284:19

285:11 286:12

292:22 297:22

298:7 300:14

301:8 311:8

312:8 313:14

324:19

325:14,18 326:7

327:4

328:3,5,8,11

330:7 331:8

depositions

6:14,17 7:6,13

deposits 107:14

depthly 154:18

describe 101:1

249:1 297:7

described

58:14,21 82:16

146:20 203:2

314:17 322:8

description 28:5

57:18 58:2,4

97:12 286:20

287:5,20 289:11

designated 149:2

172:5 260:12

designations

221:19

designee 151:15

despite 200:12

296:7 315:1

detail 251:8

274:16

details 14:16 49:1

265:15

determination

211:16

determine 82:21

113:5

Detroit 2:4,9 59:22

60:4,6 145:10

206:13,16

212:13,17

214:5,6,8,13,16,

22 216:16

226:16

develop 51:7

developed 26:2

157:7 199:19

developing 136:21

320:14

development 7:8

11:15,19 94:19

deviation 185:13

devolved 142:16

devoting 320:15

dialogue 317:16

318:12

difference 172:18

different 20:12

35:21 53:10

96:16 132:4,7

173:8 174:11

180:16,17

181:13 184:2,12

191:5 209:22

212:10 234:12

244:2,6 248:21

258:4,5

290:21,22 297:5

difficult 131:22

dig 91:5

diligence 17:2

50:16,21 63:5

92:15 93:8 202:2

241:13

diligent 28:6

dinner 67:5 259:7

direct 65:5 146:1

155:11 158:17

172:4 226:1

direction 328:7

directive 85:7

directly 84:22 88:3

159:1 196:16

director 32:12

directors 23:14

34:1

121:4,8,13,18

disagree 122:12

disagreed 266:5

disappeared

142:16

disciplined 45:16

disclosed

175:14,21

disconnecting

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 50 of 51
Capital Reporting Company

Weidinger, Frederick - Volume I 09-13-2010

Page 18

(866) 448 - DEPO

www.CapitalReportingCompany.com

 © 2010

308:11

discovered 72:18

174:15 175:15

184:21 279:6

320:10

discuss 135:21

153:15 154:17

211:3,14 297:5

discussed 170:9

203:19 277:3

294:22 313:12

discussing 148:8

240:19 242:8

249:18 262:19

314:4

discussion 52:5

117:22 127:14

135:4,15,21

179:3 196:18

204:10 208:18

210:20 211:2,14

212:4 232:22

233:7,16 234:8

236:4 247:3

261:13 264:13

281:14

discussions 5:11

37:8 50:8

105:7,13 135:12

142:4,10 147:17

203:10 205:18

219:18 234:18

235:20

240:10,13 241:1

258:22 275:9

287:21 298:14

299:9 300:4

301:22 302:7

disingenuous

144:15

dismayed 86:22

dismissed 7:14

212:1 246:15

dispute 37:2

126:17 130:12

134:18 189:7

238:20 293:11

312:1,3

distance 144:15

distracted 129:17

distraction 317:17

DISTRICT 1:1

DIVISION 1:2

divisions 111:4

docs 63:1 92:10

96:8

document

4:4,10,14

5:7,8,9,12 42:4

44:20 45:6 53:15

56:19 61:8,16

62:13 67:7

74:15,22 78:12

79:2 81:6 90:10

91:11 93:19

101:12,20

103:11

106:12,17 108:4

112:16 113:4,6

115:22 119:1,10

120:18 124:10

125:13 126:18

128:13 130:14

133:16,18

134:19 138:1

139:13,15,16,17,

18 142:2,9,15

144:4,13,21

145:10

147:13,22 174:3

186:4,10 201:22

211:1 225:11

238:8 245:15

246:20 247:17

250:17,18

251:11 252:21

254:1 262:7

269:14 277:22

278:1 285:10,17

287:13,14 288:6

290:5,8

293:8,12,14

301:5 311:22

316:2

documentation

118:13

documented

202:21 216:1

documents 3:15

52:12,21 64:18

68:9,12 71:15,22

72:1 81:7 86:1

89:19 93:5

102:22 104:2,4

111:20 112:4,7

129:10 173:10

174:14 177:13

183:19 186:8

209:19 210:16

224:12 276:20

282:15 283:21

284:4 288:8

291:19 298:21

299:14 300:6

dollar 71:6 268:5

dollars 54:15,21

96:2 107:12

done 37:21 152:2

223:14 229:7

316:19 319:18

Donna 225:8,13

226:14 234:3

260:22

dots 103:1

dotted 290:14

doubled 48:20

doubt 27:17 268:4

Doug 13:7

download 188:17

downloading

188:22

dozen 146:17

dozens 199:20

Dr 154:11 155:7

218:16 258:17

draft 65:21

104:1,6 186:7,10

202:16

220:14,15

237:11,14

drafted 103:15,19

104:4,6

drafts 53:10

239:15

draw 33:5 36:7

drew 9:16 36:10

Drive 2:3

dropoff 46:10

due 17:2 39:7,13

50:16,21 63:5

92:15 93:7 202:2

241:13 325:11

dug 265:13

duly 6:4 150:7

328:5

during 9:4,6 15:16

19:4,11 30:15

Case 2:09-cv-10454-VAR-VMM Document 78-1 Filed 12/27/10 Page 51 of 51