19 March 2002. Thanks to Anonymous.
This traces the involvement of Eric Schnieder, author of D.I.R.T., with Codex Data Systems from January 1998 to June 1999. Schneider left Codex after a dispute with Frank Jones, Codex's head.
Eric Schneider wrote to Terrance Kawles, Codex's lawyer, 23 February 1999: "CDS has advertised products and product features that do not exist. I will not be part of any of such behavior. There is a difference between market analysis, dishonesty, and fraud."
Frank Jones wrote to Kawles on 24 February 1999: "You condoned sales of software to the Peruvian Navy, the Dutch Air Force and twice to the Indian Military. Do you have something in writing from the appropriate agencies OKing this? Have you placed us ALL in legal jeapordy counselor? You were offered this postion with equity to insure we did everything one hundred percent legal. If we have not, you are to blame. We are not attorneys and do not understand these complicated laws. We relied on you. Are these exports placing us in legal jeapordy? Please advise me on your stationary that we have done nothing wrong in the export of this software.
You have also condoned and advised us to send proprietary company data to a foreign intelligence agency without first checking with United States intelligence agencies. You have come under the 'spell' of a former foreign intelligence agent and seem to 'jump' when he advises. Please clarify this.
Please setup a meeting forthwith with Scott Marcus, Bruce Glazer and anyone else who is in possession of that CDS business plan with my name on it. I want to make sure they understand the situation. I am notifying you now to remove my name from that fraudulent business plan immediately and show me proof the others have been recalled or I will go to the authorities."
[Date of this agreement is unknown, probably late 1997, and it is unknown whether it is a draft or final.]
T L K L e t t e r
TERRANCE L. KAWLES
ATTORNEY AT LAW
ADMITTED IN NEW YORK AND CONNECTICUT
235 EAST 49TH STREET SUITE 6B/C
NEW YORK, NEW YORK 10017
TELEPHONE (212) 765-4024
FACSIMILE (212) 750-6664
Mr. Eric T. Schneider
1947 S. Peoria Street
Aurora, Colorado 80014
E-Mail: Eric Schneider <email@example.com>
Mr. Frank Jones
250 Erhardt Road
Pearl River, New York 11364
E-Mail: Spy King <firstname.lastname@example.org>
RE: Letter Agreement, D.I.R.T. Software, Codex Data Systems, Inc.
Dear Eric and Frank:
This letter shall serve as a Letter Agreement between Mr. Frank Jones, 250 Erhardt Road, Pearl River, New York 11364 ("JONES"); Mr. Eric T. Schneider, 1947 S. Peoria Street, Aurora, Colorado 80014 ("SCHNEIDER"); and Terrance L. Kawles, Esq., having an address at 1350 Avenue of the Americas, Suite 1802, New York, New York 10019-4701 ("KAWLES").
WHEREAS, JONES is engaged in the commercial development and marketing of software related to technical surveillance and counter measures; and
WHEREAS, SCHNEIDER has expertise in development of digital and/or computer software; and
WHEREAS, KAWLES has expertise in business and legal affairs pertaining to intellectual property based business; and
WHEREAS JONES, SCHNEIDER and KAWLES desire to access, develop, and market a dedicated intelligent remote transcriber (a/k/a "D.I.R.T."; hereinafter referred to as the "Property");
THEREFORE, in consideration of the mutual promises contained in this Agreement, JONES, SCHNEIDER and KAWLES ("We") mutually agree as follows:
1. We agree to form a New York corporation named Codex Data Systems, Inc. ("Codex" or "Corporation"), if said corporate name is available; or any name reasonably similar thereto (subject to majority approval).
2. We agree that JONES and SCHNEIDER will both own 45% of the issued and outstanding stock of Codex, with KAWLES owning 10% of said stock.
3. We agree that, since SCHNEIDER has finished school and is in need of immediate income, that JONES will advance SCHNEIDER funds at the rate of $2,000 per month from January 1, 1998 until June 30, 1998.
4. We agree that JONES will provide SCHNEIDER with reasonable expense money for products and materials reasonably and customarily necessary for the completion of the Property.
5. We agree that JONES will be reimbursed from the first money from sales of the Property for funds advanced to SCHNEIDER under paragraph 3 and 4 above.
6. SCHNEIDER agrees that he will work full time on creating the Property from January 1, 1998 through June 30, 1998; and will not accept other outside assignments without unanimous approval of JONES, SCHNEIDER and KAWLES from the earlier of (a) July 1, 1998; or (b) the commercial release of the Property.
7. We agree that the Property produced will be owned by JONES and SCHNEIDER, each owning 50% as the creators; and that JONES and SCHNEIDER agree assign all rights and ownership of the Property to the Corporation as consideration for their stock equity in said Corporation.
8. We agree that the Property, as current federal and states statutes apply to the Property, will be marketed only to military, government and law enforcement agencies as prescribed by existing law.
9. We agree that JONES will use his best efforts to market said Property and run the Corporation in a profitable manner, dispersing funds as agreed to the shareholders of the Company according to a Shareholders Agreement.
10. We agree that SCHNEIDER will spend most of this time developing new software for the Corporation; however, he shall have a full and active role in all decision making processes for the Corporation.
11. We agree that KAWLES, as consideration for his shareholder's equity in the Corporation, will handle legal matters for the Company; however, all reasonable and customary expenses attributable to corporate affairs incurred by KAWLES shall be reimbursed to him by the Corporation.
12. SCHNEIDER and JONES acknowledge that KAWLES is merely a stakeholder, and that KAWLES shall not be liable for any act or omission unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. KAWLES' sole duties are as indicated herein, and upon the disposition of said duties as provided herein, KAWLES shall be deemed to have performed all of such duties and automatically shall be discharged from any further obligation hereunder. SCHNEIDER and JONES shall indemnify and hold KAWLES harmless from and against all liabilities, claims, damages or expenses, including attorneys' fees, incurred in connection with the performance of KAWLES' duties hereunder. Notwithstanding that KAWLES is serving as the attorney for the Corporation pursuant to this Agreement, KAWLES, as attorney, agrees to arbitrate and cast the deciding vote in the event of any dispute hereunder.
13. All instructions or notices given pursuant to this Agreement shall be in writing and delivered to KAWLES' address above-stated. For purpose of this Agreement, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing, if mailed, except that no instruction or notice to KAWLES shall be deemed effective until actual receipt thereof by KAWLES.
14. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which counterparts shall constitute one and the same document.
Please sign three (3) counterparts of the Agreement and return all (3) copies to me at my office as soon as possible.
Terrance L. Kawles
IN WITNESS WHEREOF, JONES and SCHNEIDER have duly executed this Agreement
on the date first above written.
Mr. Frank Jones
250 Erhardt Road
Pearl River, New York 11364
E-Mail: Spy King <email@example.com>
Mr. Eric T. Schneider
1947 S. Peoria Street
Aurora, Colorado 80014
E-Mail: Eric Schneider <firstname.lastname@example.org>
Date: Mon, 22 Feb 1999 13:03:06 -0500
To: "Terrance L. Kawles" <email@example.com>
From: Michael Richardson <firstname.lastname@example.org>
Subject: Re: Fwd: [cds] aquistions At 11:59 AM 22/02/99 -0500, you wrote: Maple: Your impressions on the highligted below, in view of my telephone message to you. TK
>Date: Mon, 22 Feb 1999 00:21:54 -0700
>From: Eric Schneider <email@example.com>
>Subject: [cds] aquistions
>I'm all for acquiring good technology and talent for a good price. >However, there are many things to do before going off to buy things. >First and foremost, "Achtung!" (as the case in point) needs to be >defined. What is it? This is a goog question. It can't be DIRT (or VII) and it can't be seen to be DIRT. Otherwise our pitch to LE, GOV and MIL about secrecy and not letting this fall into the wrong hands, for whatever nefarious (corporate espionage) means, is all false. Achtung! (or C6) has to be different and not have the built-in, inherently dangerous capabilities that VII has. We have the essence of the development and technology now ... but we need to come up with "something" which is *not* VII. >What might it do? [Cryptome: "BW" is Boy Wonder, a nickname for Eric Schneider.] BW is right when he says there are other products out there that will do what (I think) we want C6 (or CVI, if you prefer) to do. They're available cheaply, too (shareware et al). The only thing C6 now does differently is remote access ... and some of the products such as PJ Tech puts out does that too ... and even more. What are we going to be offering that is different / better than / cheaper? We have to retain cometitive advantage. Did you notice the cost of (whatever PJ has named it ... GoverNet, I think)? $140.00 is pretty attractive, especially when you get a full-featured, demo version free for 30 days. >What is its market? That's easy ... the Global Corporate World. But network administrators already have access to a formidable array of network monitoring tools on all Win95/98/NT platforms. Keystroke loggers? They're a dime a dozen on the Internet and most can be downloaded for free. If you're monitoring your own network, stealth is not a concern ... and that's the big thing VII has going for it. Unless we get into the business of designing custom systems for large corporations (and we can do that, but it's expensive, and time-consuming for BW (or his ilk) and that is what he's asking about when he talks of setting priorities and work-schedules. Given the plethora of monitoring tools already easily and cheaply available, he's not sure (and I'm not sure) that there really is a market for us here. Unless ... and it's a BIG unless, we use VII. This we could only do, for security reasons, if we had control of the product and did the monitoring for the large corporations ... and I'm not convinced large corporations would allow outsiders to monitor their activities and (potentially) have access to all of their data. I know I'd be leary as hell! >Who are possible competitors in said market. There are a lot of players >to consider. I've covered that above. >Only then after a great deal of research would it be prudent to start >looking at the possibility of acquisition. This is always a possibility ... acquire the competition, and we should be looking at that (as we are) in cornering our share of the market. But only after we have determined that that market is one we want to be in. That's where the research comes in. I'd rather position us as the only game in town ... rather than trying to compete as a cardsharp (shark?) with the thousands of other cardsharps. >Then of course we need the money! We ALWAYS need the money. Foregone conclusion! >Just a few thoughts from the peanut gallery. >Eric >P.S. Terry, if you are going to send to everyone anyway, you might as well just use firstname.lastname@example.org. That's what it is there for. >>"Terrance L. Kawles" wrote: >>I don't know if this is a priority..should it be? I know that this company >>is at its most vulnerable at the beginning sales cycle. I thought that this >>program may be a solid engine to add into the arsenal, or as a platform for >>ACHTUNG! >> >>You know, no need reinventing the wheel.... >> >>I think he is releasing the full version on a "timer" as the demo version. >> >>In essence, it will be as important for CDS to acquire access to solid >>technology as it is to develop it from scratch....a simple business model >>of acquiring growth and markets share versus developing it.... >> >>With that said, I yield to you. >> >>TK >> >>At 04:30 PM 2/21/99 +0000, you wrote: >> >>>Should this be a priority? I have more tasks to do than I have time to >>>do them. I really need to start putting in place some serious priority >>>management. >>> >>>Eric >>> >> >>-----Original >>Message--------------------------------------------------------------------- ---- >>From: Terrance L. Kawles <email@example.com>
>>To: Eric Schneider <firstname.lastname@example.org> >>Date: Sunday, February 21, 1999 8:10 AM
>>Subject: Re: 'www.pjtechnologies.com >> >>>At 03:27 PM 2/20/99 +0000, you wrote: >>>>Looks like something we might be able to build on for "Achtung". As >>>>for conflicts, I'm not the lawyer here, but I would say that it depends >>>>on #2... It is a "help-desk" tool, CDS has no such products. >>>> >>>>E. >>>> >>>BW: >>> >>>Can you download the demo version and give a good working-over? (i.e. >>>test drive, get a feel for its quality?) >>> >>>TK >>>
Date: Mon, 22 Feb 1999 15:17:09 -0700From: Eric Schneider <email@example.com> To: firstname.lastname@example.org Subject: [cds] Re: Fwd: The Nightmare Oh shit... That's beautiful. Love that publicity... Eric P.S. The answer to the question is to remove achtung from the "HKEY_LOCALMACHINE/SOFTWARE/Microsoft/Windows/Current Version/Run" or "../Run Services" registry key. Which as we all know is quite similar to the process of removing DIRT... Grrrrrrrr..... CDS wrote: > >>X-Sender: email@example.com >>X-Mailer: QUALCOMM Windows Eudora Pro Version 4.1 >>Date: Sun, 21 Feb 1999 07:26:35 -0500 >>To: firstname.lastname@example.org >>From: "Zeb Norris" <email@example.com> (by way of CDS <firstname.lastname@example.org>) >>Subject: The Nightmare >> >>Receive this attached message on each boot-up. Very distressing. How >>does one get rid of it? >> > >------------------------------------------------------------------------ >Name: Fried.bmp >Fried.bmp Type: Windows Bitmap (image/x-MS-bmp) >Encoding: base64
Date: Mon, 22 Feb 1999 18:44:29 -0500To: "Terrance L. Kawles" <email@example.com>, "Eric Schneider" <firstname.lastname@example.org> From: SpyKing <email@example.com> Subject: RE: Bitch Session... At 05:39 PM 2/23/99 -0500, Terrance L. Kawles wrote: > >At 01:49 PM 2/23/99 -0700, you wrote: >Replies in RED >> >>> >>>I'm confused, is the market analysis in the business plan not accurate? >>>Is the competive product comparison in the business plan not accurate? >>>Is there more that we should know about? Can you point me in the direction >>>that I seemed to have missed? >>> >>>The business plan is one of the best things that has been done for CDS. I >>>am simply saying that the same level of thought (or communication, as you >>>mention) should be done for every project. On a unrelated note, I do feel >>>that the biz plan is inaccurate or lacking in several areas. Namely the >>>schedule and viability of some products, and perhaps overestimated sales >>>(this is simply an unfounded opinion mind you). >> > >Yes, I agree, but the Business Plan was a TREMENDOUS amount of work. Michael >put in an unbelieveable amount of work on it too, especially the financials. >I agree totally with you in principal, but this is a startup, we have to >devote time and resources to putting out fires and "stealing food" to feed >our starving corporate child. Your thoughts approach will be invaluable >when we get to GE's size, but we're not GE yet....so we have to fudge >occassionally.
> >If Bardonia's basic premise (that ACHTUNG! could be a "neutered" adaptation >of DIRT technology) was not feasible, then I would like to know why? > >Our basic assertion was that the underlying transport (email and Internet) >and control station (Control Panel software, including importing and display) >was easily adaptable with little or no retrofitting (graphical interface and >change to a non-DIRT cyptography, for example). The key was the development >of code that would perform the keystroke logging and remote access functions >in a non-surreptious manner (i.e. banner notice, no offensive/stealth >capabilities, using a commonly know exploit, etc.) > >The only added function that Achtung Pro would provide in this case is key >capture and a splash screen. Windows can easily be set up for file sharing >for a non hostile target. I could not justify selling a key capture program >with a splash screen, it is just too trivial. > >Your assessment is too critical. From a marketing standpoint you have to >think and put in front of the consumer this question: "If not this, then >what will you do? Ignore the issue?" > >Remember to put it perspective: our "tivial" product is LIGHTS YEARS ahead >of a product such as, for example "ONE TOUGH COMPUTER COP" from Computer >Associates....yet they are selling it...... > > >I will take these questions at face value, and will assume that they are >NOT delivered in a sarcastic manner...... > >I apologize. There was a little bit of snipe in that one. I commend you >for your professional handling of my somewhat less than civil comments. >In summary of this point I think I can say that I am simply feeling that >I am perceived as a cheap boundless resource to bring into reality whatever >your minds can imagine. I'm just blowing off some steam here. > >What fun is it if we can't treat you like the cheap slut your >are?!?!?!?!?!? ;-) > >So, the bottom line (in Bardonia's mindset) was "adapting the existing >technology to a commercial version is not a gigantic undertaking. > >As stated, you are correct. However, I do think that I should probably >be trusted to give insight on the actual size of the undertaking. > >Absolutely. However, please understand that the Bardonia perseption was >that you did consider the product "trivial" from the purist standpoint, >and that manifested itself in your reluctance to embrace it. I think you >will get the drift of the Sales vs. R&D dynamic that will be inherent in >any new product we develop. This will be fertile fodder for March 12. > >As for sales and customer support, one hand washes the other, The basic >theory was to outsource technical support, inasmuch as we need to impliment >customer support in-house until the sales and work load made that >economically advantageous....the more we sold, the more cash we had to pay >for customer support......... > >Wouldn't it be a good idea to at least try to estimate what that cost >would be? What if the cost was large enough to seriously cut into our profits? > >You are probably right, but, based upon our basic assumptions in Bardonia, >that was putting the cart before the horse....a chicken vs. egg thing. >Whether we would be found ultimately correct on that remains to be seen. > >It there was a fundamental flaw in our thinking, I REALLY wanted (and still >want) to know about it. > >Please refer to what is left of DIRT after stripping it down. Do you really >think that functionality is worth our price? > >Yes, absolutely....that is part of marketing.....remember our PRIMARY TARGET >CONSUMER IS NOT THE EGGHEADS YOU DEAL WITH AT GE CAPITAL!!!! Besides, if they >were so fucking brilliant, they would have developed DIRT instead of you!!! > >Even considering it could be implemented for free with publicly available >software? > >THIS IS WHERE I FINALLY GET TO ACT LIKE A LAWYER INSTEAD OF A BOXING >REFEREE!!!!!!YAY!!!!!! > >No company in its right mind (read that as the corporation's attorney) would >allow that type of invasion of privacy based upon some "hacker's tools." > >Does it compare in the slightest bit to Omniquad's product? > >The question I believe should be: "Regarding our Primary Target Consumer, >how does it compare to Omniquad's product?" And it also then begs the >question regarding possible alliance discussions with PJ Technologies.... > > > >COMMENTARY: This dialog has been constructive, and primarily constructive. >We all need to reflect on the issues and come back to them some time very >soon. My suggestion for all involved is that all divergent opinions channels >their pursuasive points into presentations for the March 12 meeting. As >every day ends, I am further convinced that these sort of meeting are >invaluable to the corporation in its movement for infancy to toddlerhood. > >Good job everyone. Thank you all for your passion and commitment to CDS >over these many months.........we are SSOOO close to the finish line.......... > >TK > > >This dialogue is worthless... The business plan is a fraud as you said
>previously... the products don't exist... There is no finish line... > >I want to know WHO authorized Mike Richardson to turn his hasp over to the >Canadian Military for safekeeping so he is not arrested? > >It was NOT me.... So it must have been you two.... if not, what the fuck >is going on here? Since when do employees make the rules without prior >employer consent? > > >
[Cryptome: "Hasp" is the key for activating DIRT. Mike Richardson apparently had qualms about possessing the activation key for DIRT without governmental authorization.]
Date: Tue, 23 Feb 1999 00:44:22 -0700From: Eric Schneider <firstname.lastname@example.org> To: email@example.com, firstname.lastname@example.org, email@example.com Subject: Bitch Session... OK guys now for a different side of Boy Wonder... As you all well know I am generally pretty easy going and soft spoken. Unfortunately I feel that because of this the magnitude of my opinions on several issues has been misunderstood. The purpose of this note is to clarify my standing, probably at the expense of civility. So on with the tirade... The way CDS has been run is ridiculous. This is a business, not anyone's personal ego trip. We need accurate accounting, policies, and planning. Company accounts are not personal accounts. If we as individuals need money, we all take our draw. Every corporate expense should be justifiable. Anything purchased with corporate funds is corporate property. In the advent of liquidation of corporate assets, said assets should be divided proportionally to share holding. The way I see it, there is over $18,000 worth of un-accounted for funds. These funds need to be accounted for. A plan for the distribution of funds needs to be put in place. We should know how company money is going to be spent BEFORE we get it. If we didn't need to buy something before we had the money, we don't need it after... I need a R&D budget. It is absolutely ridiculous that I am expected to produce marketable products when I do not receive a dime to do it with! I am not provided adequate tools or talent to do my job successfully. Nor given my perception of the company's current state am I inclined to "donate" my time and/or money to futile endeavors. While I am very pleased to know that our venture capitalists are indeed real. However, I want a contingency plan for the scenario that we do not receive any sizable influx of money. If we are not going to pursue CDS in that case, then I want to know that too. If we are, then we need a realistic plan to grow by. I will no longer even entertain the thought of doing any R&D on a product or idea that has not been adequately analyzed. (Think Achtung) What the product is needs to be clearly defined. _FACTS_ are needed to support the decision to develop a new product. A statement that "we can sell it" doesn't mean squat to me. I want to be shown WHY it is so clear that "we can sell it". Market research, competitive analysis, estimated product lifetimes and sales curves, etc., etc. C'mon this is a business right?!? There is a whole lot more to this that just coming up with ideas. While the original DIRT may have been "dirt cheap", that is only because I donated my resources to bring it into being. The cost of software is not the price of disks, it is the result of employing all the $100K/year developers, QA testers, documentation teams, etc. CDS has advertised products and product features that do not exist. I will not be part of any of such behavior. There is a difference between market analysis, dishonesty, and fraud. On that note, last I heard, _I_ was in charge of Research and Development. As such, _I_ am the one that decides whether or not something can or cannot be done, and what it will likely cost to realize. Period. If someone wants to step up and challenge my technical aptitude, please do. I do not claim to be gods gift to engineering. There are many things that I do not know. The bottom line is that from what I have seen, I am the only one that has demonstrated the skills and knowledge required to perform any sort of engineering. Let me do my job. All R&D goes through me. Software, electronics, everything. If I find myself in over my head, I WILL tell you. Now... I know that I have previously been relatively unconcerned about receiving credit for my work on DIRT. I have changed my mind. _I_ designed and created DIRT. Frank was the inspiration, idea man, money man, holy prophet or whatever... but he did not write a single line of code. I did. Every person that has spoken to Frank and myself has stated that it was obvious that I was the programmer and not Frank. I think it hurts the company for these "little fibs" to be told. In the end it raises questions about the ethical standards and business practices of the entire company. Before tempers get too hot, let me reiterate that I firmly believe that we ALL have unique and valuable skills. Let's check our ego's at the door and stick to what we are best at. We can thump our chests and compare penis sizes at the bar... If we get our act together and play things right, we can all make all our dreams come true. Please don't make CDS a waste of my time... Frank, I truly believe that "Radio Free Codex" and the like is your calling. You love the limelight and have a zest for media attention. While these qualities are not really well suited for classified products, your skills can definitely be advantageous to the business if played correctly. Please heed my advice though, do not even think of pretending to posses skills that you do not with the hacker community. Once they see through your act, they will despise you and shred your reputation (and the company's) to pieces before you can say Carolyn Meinel... Hrmpf... I have more to say but have run out of steam... Sorry guys but it needed to be said. Comments please...
Date: Wed, 24 Feb 1999 13:17:15 -0500To: "Terrance L. Kawles" <firstname.lastname@example.org> From: SpyKing <email@example.com> Subject: Re: Cc: firstname.lastname@example.org At 11:38 AM 2/25/99 -0500, you wrote: > >Frank: > >In response to you email of 08:47 pm 2/24/99, as indicated below, I will >list the factors that have resulted in the actions that you allude to: > >The following actions and statements from you have caused the other >officers of the corporation to exercise their fiduciary responsibility >to protect the corporation and to preserve its assets: > >1. Your stated refusal to attend a crucial corporate development meeting >set for the days surrounding March 12 in Syracuse without profferring an >acceptable reason; You set a date and place for a meeting without consulting with me. I have a prior committment. Change the data and place of the meeting to something more local and I will attend. >2. Your last-second refusal to participate in the training and corporate >meeting with Nick Turner, despite leading all other officers to believe >that you would partipate; I never agreed to participate in training NIck Turner. I advised you last week to make arrangements and hotel accommodations for him. You have another partner who states he works for General Electric. See if he can take time off to fulfull corporate responsibilites here for a change. It was never my responsibility to train anyone. It was decided early on it was Erics. >3. Your continuing use of corporate funds for personal purposes and >without timely notification, despite being told that such unilateral use >is both a breach of your fiduciary duty as an officer of the corporation, >and exposing the corporation to bad will by opening the corporation to >bounce checks earmarked for the funds that you unilaterally withdrawl; >the result warned of has come to pass-items drawn on that account have >caused overdrafts due to your ongoing actions; Please show me written corporate policy that dictates this. You were aware of expenses I took and later returned and said it was OK. NOW you change your mind because its conveinient for you. I have broken no policy. There was no policy. I OWN 45 % of the company stock. I am a signatory on the bank account. I have done nothing wrong. I am OWED THOUSANDS by the company in expenses. >4. Your unilateral sizeable loans or cash advances to yourself, without >consultation with the other officers and without regard to the possible >effect such advance could have on the corporation's cash flow and ability >to carry on the day-to-day business of the company. See above. There is no written policy and it was understood and agreed upon by you. >The above have indicated either your unwillingness on inability to adhere >to corporate policies and required fiduciary responsibilities. As such, >they may require reduction of your responsibilities, and with it access >to certain corporate functions. It would be a breach of OUR fidiciary >duties to ignore it. I think we need to diminish your Gestapo better than thou attitude. >However, the events stated below have caused the remaining officers of >the corporation to take drastic security precautions in order to protect >and preserve the assets of the corporation: > >1. Your threat to disrupt said corporate meetings with Mr. Turner; I said I wanted entry to my office. You said "You would have me arrested"... Mr. Turner is ILLEGALLY buying this software. Take heed. >2. fter stating to me that you "were mad and that you wanted to hit >something; but since there was nothing to hit," you were going to "go home >and think about it for a couple of days," your unilateral changing of the >password on the Compaq CPA, thereby shutting off the corporation with vital >information essential to the day-to-day operation of the business; It it MY computer ( as is most of the office equipment) and I will provide security as I see fit to protect company and personal data. >3. Your highly emotional and potentially threatening demeanor to fellow >officers of the corporation; and finally AND FOREMOST; You are a liar and a coward. No one threatened you. >4. Your both verbal and written threats to release a crucial corporate >asset to public dissemination, in violation of both your fiduciary duty to >the corporation, your fellow officers, the other shareholders; furthermore, >your threat to release DIRT onto the internet may expose the corporation, >its officers and its shrareholders to potential criminal and civil liability. What threats? You threatened to have me arrested. Did you think of exposure before you advised that Peru and India were legal counselor? Think about it... and screw your head back on real tight. >Therefore, all of us, knowing you and liking you, took these actions to >limit the corporation's exposure while you take, as you told me you wanted >to do, "a couple of days to think about things." You are a liar. If you liked me you wouldn't be trying to fuck me... would you? You have taken these steps to limit my knowledge of whats going on and to force me out of the company. >That being said, there are some funds available from the Advanced Web >Creations settlement that cannot be released to us until you and I sign >the release that Eric has already signed. Therefore, why don't I bring the >release to sign, the small things that you need from the office from a >list you can email to me, and a check for $1,000 that will come out of >the settlement funds to tide you over until you can sort things out. > >Let me know either by email or by phone. I will be on the cel all day >917-865-3359. > >Terry I will sign nothing from this point on. I want my property. I want access to my office. You have cut off my access to my mail, telephone messages, bank info and office access. I will do and take whatever precautions necessary to protect my interests and ACTIVE participation in this company. This was MY idea... NOT YOURS OR ERIC. I can document ALL my messages with Eric AND you if necessary. I can easily establish who's intellectual property this is... and who paid for it. You are trying to take advantage of me. Perhaps since you represent me in "other" matter you feel you can take advantage. You cannot. I am willing to go to jail and take everyone with me if necessary. You do not call the shots... Stop trying to act like a lttle Hitler before it is too late. If I have to get a lawyer I will. If I have to go to the authorities I will. And I will make sure this becomes VERY public adding to the "perception" problems. My advice is DROP THIS RIGHT NOW. You are approaching the point of no return. P.S. I find Eric's silence in this very funny. I guess he has been advised that the "lawyer" will handle it.... and you don't have the nerve to even face me or call me directly. fj P.P.S. If anyone needs to have there "duties diminished" it should be you. You have been derelict in researching the legalities of the export laws on D.I.R.T. You condoned sales of software to the Peruvian Navy, the Dutch Air Force and twice to the Indian Military. Do you have something in writing from the appropriate agencies OKing this? Have you placed us ALL in legal jeapordy counselor? You were offered this postion with equity to insure we did everything one hundred percent legal. If we have not, you are to blame. We are not attorneys and do not understand these complicated laws. We relied on you. Are these exports placing us in legal jeapordy? Please advise me on your stationary that we have done nothing wrong in the export of this software. You have also condoned and advised us to send proprietary company data to a foreign intelligence agency without first checking with United States intelligence agencies. You have come under the "spell" of a former foreign intelligence agent and seem to "jump" when he advises. Please clarify this. Please setup a meeting forthwith with Scott Marcus, Bruce Glazer and anyone else who is in possession of that CDS business plan with my name on it. I want to make sure they understand the situation. I am notifying you now to remove my name from that fraudulent business plan immediately and show me proof the others have been recalled or I will go to the authorities. Remember I am a primary stockholder. You might like playing games but I am not. I want immediate answers. fj ************************************************************** Stabbed in the back by "so-called" partners & friends who smelled the money and went for the brass ring... **************************************************************
[Cryptome: This Eric Schneider message Kawles mailed to himself. This may indicate Kawles, or his files, is the original source of this material although Cryptome's source is unknown.]
Date: Wed, 21 Jul 1999 05:23:24 -0400To: "Terrance L. Kawles" <email@example.com> From: "Terrance L. Kawles" <firstname.lastname@example.org> Subject: Fwd: Letter >Sender: email@example.com >Date: Fri, 02 Jul 1999 15:01:05 -0600 >From: Eric Schneider <firstname.lastname@example.org> >To: email@example.com, firstname.lastname@example.org >Subject: Letter > >Terry, > >my apologies for my late response. I received your letter a few days ago. >At any rate, if you wish to contact me in a more timely manner, email will >be fine (and less costly for you no doubt). > >I am perplexed as to your continued efforts on the behalf of Codex Data >Systems. After all the problems we have discussed in the past regarding >CDS, I would have thought you would have jumped at the opportunity to be >rid of such a mess. > >In response to your letter dated June 13, 1999, I look forward to examining >your (CDS's) buyout offer. I hope that you don't intend to argue that the >value of my stock is based only on a single years income (the first no >less). I think most would find that rather silly. It seems to me that a >dissolution of CDS would be more appropriate. I tend to believe that my >share of "real" corporate assets would amount to much less than the value >of my shares in a "growing" company. > >Additionally, my stance toward ownership of the product that CDS markets >as D.I.R.T., has not changed. If you wish to press this issue, I will be >forced to do so as well. I urge you to seriously consider all the effects >of such a dispute. > >Please explain to me exactly what it is that I am doing that puts me in >violation of any of our agreements. Aside from "D.I.R.T."., of which I >consider CDS to have a stolen copy of (including source code), I don't >believe that I have anything to give you. If you can be more specific, >I will gladly cooperate. > > >Respectfully, > > >Eric T. Schneider