Helmuth:

"Next I want to talk about the licensing agreement with Corn Card and make sure the everybody understands what it does and does not do. It is a very specific and limited license agreement. It is not assignable and it so states. All official communications are to be directed to me, from the company as it so states and I am the only one who can approve changes in the agreement in the agreement as it also states. Further more Corn Card was supposed to provide us a business plan, to my attention by December 1, 1997, again on December 1, 1998, pay royalties on a monthly basis and provide us with a complete accounting of all sales and none of those aspects has been followed to the best of my knowledge."

"In addition there should be no advertisements or public announcements of this without prior official approval by the designated university official."

"The big issue I have can be summed up with a conversation I had with Bill Brown which occurred on Friday where he told me, that he had been told that he had a world wide exclusive license for doing anything with our biodegradable polymers. For all applications... This is his understanding. It is on the basis of this that he negotiated with Gemplus. Gemplus' agreement says the same thing. That it is having all card technology for credit cards, bank cards, debit cards. Things that are specifically excluded from the license agreement."

"It was never our intent to give Corn Card, a startup, any of those because our collective wisdom was that we needed a bigger company to do this. And that there was a real potential for all of this taking place. So Bill Brown maintains that he has had an extended chain of communications where all of this has been conveyed to him."

"I have reminded him what the license agreement said he told me at that juncture, again this was on Friday as I related to Milford, that this was the first time in the two years that he has had an agreement, which is actually only 18 months, that he had any idea that he needed to talk to me or my staff. So there has been a serious misperception on his part on what the agreement does or does not say."

"The only office within the University that can do the nuts and bolts of the negotiations is the Technology Transfer Office. Getting leads and making initial contacts, that's an entirely different ball of wax. Gemplus did an agreement, assuming that Corn Card had all these rights. They obviously thought this at least by October 15^th when the first press release was done, which I got a copy of after Thanksgiving. So there were two press releases, one the 15^th and one the 20^th both of which is you were in Gemplus, your feeling is that Corn Card had all the rights to this stuff. Which they did not and in fact, Corn Card signed a letter of intent for a strategic linkage agreement ostensibly referencing all of these things that Gemplus has in their agreement."

"And Gemplus states in their agreement that all this has been assigned to Corn Card.... None of this is true. Bill Brown obviously believes that it is true. . . this is very serious, that is why he says he has damages, past, current future. He maintains that he had a word-wide exclusive license."

"Well and Bill Brown did type me a letter, I got it in the file on 3-6-98 where he says, ..follow up on two issues: the request for the territory to be extended to world wide, then I sent him back and I thought I talked to you (Gerald Biby) about it and I think we even mailed each other on it. Because we ended up typing him back and mailed this to him, a one page proposed amendment to the technology licensing agreement, of which we basically decided ... that we were going to go on a country by country basis with any amendments. In other words if he finds a significant partner in France that we could amend it to include France and any other relevant countries at that time. But I did not say world-wide, I did offer world-wide to him... We did not even talk about financial cards. . ."

Helmuth:

". . . So we do have lawyers of this case already. Multiply, we have the ones in Kansas City one who did the assessment on the license and another law firm which been engages as of today on the potential litigation."

". . .there was a concept proposal that we (IAPC) to bring the resin up to the ISO standards, because not the Mazin resin does not come close to meeting the ISO standards, because they want to do this in Europe."

"That is the proposal that you just did?"

No, no. It was a concept proposal we did in September with them, when they were out here meeting with Corn Card. It was on whether or not we (IAPC) though it was feasible that we could bring this material up to ISO standards and that Gemplus would put the money into Corn Card and then Corn Card would pay us to bring it up ISO standards. That's the way our arrangement was "kind of" moving forward all the way and until approximately the first week in December (1998) when every things seemed to alter, changes states on us here.