3

THERESA J. CASAL, RPR, eRR UNITED STATES DISTRICT COURT - NDNY

Fassler - Direct - Pericak

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4

Q

5

A

6

Q

All right. I am now going to show you what has

7 been marked as Government Exhibit GT-IO. That's a

8 three-page document. Let's just look at the first page. Is

9 that a handwritten note?

10

A

It is.

11

Q

Whose handwriting is that?

12

A

Mine.

13

Q

Could you read it to us?

14

A

"Dear Joe, would you please send me a consulting

15 invoice to Sage Equities for this payment. Thanks and

16 regards, Len."

17 Q And would you turn to the second page now?

18 A Yes.

19 Q What's that?

20 A This is a check which Sage Equities wrote to

21 Business Consul tants, Inc., for $15, 000, dated May 14, 1997.

22

Q

And would you look at the third page of the

23 exhibit. And do you see an entry on the page, halfway down,

24 on the right-hand side that says, "Three, Len Fassler"?

25

A

I do.

123

1

PassIer - Direct - Pericak

Q

And do-you have an understanding what 330 Cap

" l'

2 means?

3

4

5

6

7

8

9

10

11

12

A

You mean what three'means?

Q

330 Cap, the far right of the entry.

A

I do v no t .'- It doesn't --

Q

Did you ever meet Senator Bruno at his office?

A

I did.

Q

Do you know what his address was?

A

What his address was?

Q

What room number it was?

A

I do not.

Q

All right,

Do you note that the date of this

13 diary entry is May 14th, the same day as your check?

14

15

A

Oh, yes, I do note that.

Q

And I'd like ya to tell us, please, the

16 circumstances under which you came to write this check to

17 Senator Bruno dated May 14, 1997.

18

A

We were -- at least Sage Equities, which is an

19 investment company, personal investment company, was making

20

an investment into another company called RouteMaster.

21 I thought this would be a company that Senator Bruno might

22

be interested in and could be of assistance to us with.

And

124

And

23 so I suggested to him that he buy a Small amount of stock in

24 the company and, frankly, he said he didn't have the money.

25 So, I said well, "Look, you have been meeting with me on

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

5

THERESA J. CASAL~ RPR~ CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Direct - Pericak

1 general things and we haven't -- you haven't gotten any

2 consulting fees from AmeriData, so I'll just give you a

3 consulting fee of $15,000, which will enable you to buy

4 stock in RouteMaster." That was the circumstances.

Q

I would like to show you now GT-ll.

6

A

Yes.

7

Q

What is GT-ll?

Do you recognize the document,

8 sir?

9

A

I don't remember the document, but I accept that

10 it's the consulting -- an invoice for the consulting fee.

11

Q

So in your note, you asked him, you asked Senator

12 Bruno to send you a consulting agreement, is that right?

13

A

An invoice.

14

Q

Excuse me, an invoice, my mistake.

15

A

Right.

16

Q

And in fact, turn to the second page of the

17 document, please, that's a check for $10,000 paid to the

18 order of RouteMaster, Inc?

19

A

Right.

20

Q

Did you actually recelve that check from Senator

21 Bruno?

22

A

I don't recall that I received it or it was sent

23 to RouteMaster, but I remember the check was received.

24

Q

All right.

Now, your check, your original

25 check -- go back to GT-I0, Ron -- the check, is made out to

125

Fass~er - Direct - Pericak

1 Business Consultants, Inc., do you see that?

2

3

A

Yes.

Q

Who told you to use the name Business Consultants,

4 Inc.?

5

6

A

Senator Bruno.

Q

And turning again to GT-11, it indicates

7 "consultant services, marketing, management, organization

8

9

10

and conferences as agreed."

Do you see that?

A

I do.

Q

And had Senator Bruno actually rendered services

11 in connection with the receipt of that $15,000 check?

12

13

14

A

I believe he did.

Q

And what did he do?

A

Well, he met with me regularly, you know, whenever

15 I scheduled a meeting with him.

16

Q

Are you saying that in May of 1997, you scheduled

17 meetings with him and he met with you?

18

19

20

21

A

Yes.

Q

Were you paying him for that May 14th meeting?

A

I don't pay him when he meets with me.

I give

him

just as I did at AmeriOata, he got a set amount every

22 month, he hadn't gotten consulting fees from me from any

23 company that I was associated with in quite awhile and --

24

but the meetings I had with him continued.

And he certainly

25 consulted with me.

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

126

12

THERESA J. CASAL; RPR, CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Direct - Pericak

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Q

Now, the consulting invoice is directed to Sage

13 Equities, Inc" is that right?

14 A Yes. That's the company that wrote the check.

15 Q Right. What was the business of Sage Equities,

16 Inc.?

17

A

Sage Equities, Inc., invests in miscellaneous

18 companies that I have an interest in and that I might do

19 consulting for some companies, I do it through Sage

20 Equities. So this is my own personal company, having

21 nothing to do with AmeriData or with RouteMaster. It's

22 where I invest.

23 Q How many employees does it have?

24 A Just myself.

25

Q

And can you clarify for me? Are you talking about

127

2

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Direct - Pericak

1 when you invest, tradihg on the stock market, for example?

A . Not that kind of investments. If I trade on the

3 stock market, it's in my own name. But if I invest in a

4 company like RouteMaster, which is a start-up company, I

5 generally invest tht:"ough Sage Equities.

6

Q

But you're the one who told Senator Bruno about

7 RouteMaster, he didn't tell you' about it, right?

That's right.

8

A

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Now I want you to look at GT-l1, which lS the

13 consultant services invoice for Sage Equities, Inc.

14

GT --

A

15

11.

16

11. That's in pile two?

A

17

Yes. And just to refresh, that says, "consultant

Q

18 services, marketing, management, organization and

19 conferences as agreed." Was there any other written

20 document that you received from Senator Bruno in connection

21 with your payment to him of the $IS,OOO?

22

I don't recall any.

A

23

Okay. Can you describe for us the marketing,

Q

24 management, organization and conferences as agreed?

25

I considered this invoice more form over

A

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

171

9

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Direct - Pericak

1 substance. He did the things that I suggested to you he did

2 for me and I did consult with him on the kinds of businesses

3 that I'm interested in, what he thought about them, should I

4 go forward, is there a market, does he think, for these

5 services. And to me, these things were important.

6 Q Can you think of anything specific he did 1D

7 connection with Sage Equities, Inc., to earn the $15,000 you

8 paid him'?

A

Just what I described.

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THERESA J. CASAL F RPR, CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Cross - Lowe~~

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22

Q

You were asked some questions, sir, about an

23 invoice that you requested, and I believe that that's GT-lO,

24 if you could look at that in your pile of documents

25

MR. LOWELL: And also would you put that, please,

200

2

THERESA J. CASAL I RPR I CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Cross - Lowe~~

1 on the screen.

A

Yes, sir.

3

Q

Now, this time period of this exchange that you

4 were asked about, which is in 1997, waS in between the time

5 that one of these entities was sold and a consultancy

6 extension with another was formally created --

7

A

Yes.

8

Q

-- correct?

In that period of time, you were

9 still talking to Mr. Bruno, right?

10

A

Yes.

11

Q

Still he was providing the kinds of advice to you

12 that you described, is that fair?

~3

Yes, s a r ,

14

Q

Talking to you about your business ideas, your

15 leadership, how to be better, correct?

16

A

Yes.

17

Q

And in that way, you said to him, "If you're gonna

18 continue on, I haven't paid you yet, why don't you submit an

1.9 invoice to me for this kind of consulting," correct?

20

A

I didn't use those words.

21

Q

In sum and substance.

22

A

Right.

I said I hadn't

"you hadn't received

23 any consulting from -- fees from any of the companies that

24 we had arrangements with for awhile, so I really wanted you

25 to come into this, I thought it would be good for you, good

201

Fass~er - Cross - Lowe~~

1

for the company, I'll give you a consulting fee.

Send me an

5

6

7

9

11

14

18

19

20

21

22 right?

23

24

25

Q

Maybe one of the documents used the phrase, did

2 invoice."

3

4 you ever hear. of the word "retainer"?

Yes.

Q

What is a retainer?

A

A retainer is an amount, generally an amount of

8 money that you get to be available for advice.

Q

And it's paid on some frequency between whoever

10 gives it and gets it to be available?

A

Usually, it's an annual basis.

Could be shorter,

12 but to be paid on -- this particular arrangement was a

13 monthly fee over a period of time.

Q

And this impetus for this particular invoice and

202

15 this particular set of documents came about because you came

16 up with a potential opportunity for Mr. Bruno both to invest

17 in and to consult about?

A

Yes.

Q

Is that true?

A

That's correct.

Q

And that was the RouteMaster possibility, is that

A

Yes.

Q

And what was RouteMaster's possibility?

A

They were developing a software which would assist

THERESA J. CASAL, RPR, eRR UNITED STATES DISTRICT COURT - NDNY

1

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

FassLer - Cross - LoweLL

the Lrucking companies 1n utilizing bills of lading.

The

2 reason I thought it was a good invest was because the person

3 who was forming RouteMaster had done some work for AmeriData

4 and I think he did a very professional job and I had some

5 faith in what he was doing.

6

Q

And so when you raised -- by the way, you raised

7 it to him?

8

A

I raised it.

9

Q

He didn't say to you, "By the way, I want to find

10 a company and I want you to find a way to get me to invest

11

and I think this would be a good way to do it."

These were

12 all your ideas?

13

A

Yes.

14

Q

And then the idea came that you could have him

15 consider this company, both invest in it and, if it came to

16 pass, consult about it; is that fair?

17

A

Yes.

18

Q

And that's how these documents came about, is that

19 right?

20

;n.

Right.

That was the genesis of them.

21

Q

And was he providing work, in your mind, at the

22 time that you provided him with the $15,000 as a retainer or

~3 for any other reason?

24

He was doing for me what he had always been doing.

25

It's been gain' on for awhile.

And so this was -- I felt

203

4

THERESA J. CASAL, RPR, CRR UNITED STATES DISTRICT COURT - NDNY

Fass~er - Cross - Lowe~~

1 pretty good in giving him a $15,000 consulting fee and gave

2 him the ability to invest in RouteMaster with that

3 methodology.

Q

And when you were doing this, did you think in

5 your head that there was anything that was a sham about this

6 arrangement?

7

A

No.

8

Q

In terms of your arrangement with him, as you

9 described it for Mr. Pericak, and I won't ask you to

10 describe it, it was the nature of making you a better

11 executive, correct? Is that right?

12

A

Yeah. I would say this was an undiscussed -- I

13 mean, I didn't make a list, "make me a better executive,

14 help me here, help me there," but I understood, and I think

15 he understood, what it was all about.

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