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IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT IN AND FOR ORANGE COUNTY, FLORIDA

Case No: 08-CA-034205 0 WILLIAM BROOKS, Plaintiff, vs. MARK ORNSTEIN, individually, KILLGORE, PEARLMAN, STAMP, ORNSTEIN & SQUIRES, P.A., a Professional Association, Defendants. ______________________________________/

DEPOSITION of SALVATORE ROSA Volume 1 of 1, Pages 1 through 151 Monday, January 9, 2012 From 10:30 a.m. to 3:20 p.m. U.S. Legal Support 315 East Robinson Street, Suite 515 Orlando, Florida 32801

Stenographically Reported By: Mary Ann Schumacher, FPR Florida Professional Reporter

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APPEARANCES On Behalf of the Plaintiff DeCailly Law Group P.A. 3111 W. Dr. Martin Luther King Jr Blvd. Suite 100 Tampa, Florida 33607 813-286-2909 pdecailly@pdlaw.net BY: PAUL DeCAILLY, Esquire On Behalf of the Defendants

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SHENDELL & POLLOCK, P.L. 2700 North Military Trail Suite 150 Boca Raton, Florida 33431 561-241-2323 ken@shendellpollock.com BY: KENNETH S. POLLOCK, Esquire On Behalf of the Deponent LYONS & FARRAR, P.A. 325 North Calhoun Street Tallahassee, Florida 32301 850-222-8811 marshalyons@lyonsandfarrar.com BY: MARSHA LYONS, Esquire (via telephone) ALSO PRESENT: Mark Ornstein,Esq.

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INDEX OF PROCEEDINGS

Deposition of Salvatore Rosa


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Page 05 141 148 149 150 151

Direct Examination by Mr. Pollock


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Cross Examination by Mr. DeCailly


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Certificate of Oath
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Certificate of Reporter
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Errata Sheet
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Witness Review Letter


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Certified Questions Page 133, Line 21 Page 135, Line 15

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E X H I B I T S

Number 1

Description Amended Notice of Taking Deposition Duces Tecum

Page

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

90

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Deposition taken before Mary Ann Schumacher, Florida Professional Reporter and Notary Public, in and for the State of Florida at Large, in the above cause. - - - - - - - THE COURT REPORTER: Do you solemnly swear or

affirm the testimony you are about to give will be the truth, the whole truth, and nothing but the truth, so help you God? THE DEPONENT: THEREUPON, SALVATORE ROSA, having been first duly sworn, was examined and testified as follows: DIRECT EXAMINATION BY MR. POLLOCK: Q. A. Q. Good morning, Mr. Rosa, how are you doing? Very good, sir. I know we spoke for a few minutes before the My name is Ken Pollock, from the law firm of I do.

deposition.

Shendell & Pollock, and I represent Mark Ornstein, who is sitting to my left, and his law firm, the Kilgore law firm. We're here today pursuant to a lawsuit that was filed by William Brooks against Mr. Ornstein and his

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firm.

Have you ever had your deposition taken before? Yes. Okay. So you're familiar with some of the I'll go

A. Q.

general rules, with respect to a deposition? over them with you again. A. Q. Let's repeat them. Okay.

I'm going to be asking you a series of You're being represented by counsel,

questions, okay?

Marsha Lyons, who is appearing on the phone; correct? A. Q. Yes. If there's any questions that I ask that

Ms. Lyons would like to put an objection, she will do so, okay? But if she does not tell you to not answer

the question, without that instruction from Ms. Lyons, then it will be permissible and required for you to answer the question and the objection will be pending, okay? A. Q. Nods head. If I ask you a question and you don't If you haven't I just want to

understand the question, let me know. heard it, I'll be happy to repeat it.

make sure that you understand the question and that you're able to answer the question, as you sit here today; fair enough? A. Very good.

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Q.

Okay.

If you want to take a break, for And

whatever reason, I'll be happy to take a break. with those instructions, I'm ready to go. MS. LYONS:

We have a preliminary statement

that I would like to make on behalf of Mr. Rosa as well. As you know, Mr. Rosa is an accountant and

was employed at various times by Vern Buchanan and his various entities and performed accounting work for him, and Mr. Ornstein also represents Mr. Buchanan and various of his entities as well. Since you all have subpoenaed Mr. Rosa to testify in this matter, although we do not believe that the accountant-client privilege applies, we are operating under the assumption, and would like you to affirm, that if there was any accountant-client privilege which would apply to any of the matters which Mr. Rosa is asked about by you, that Mr. Buchanan and his entities are waiving any such accountant-client privilege. MR. ORNSTEIN: Don't look at me, guys. I'm

not Mr. Buchanan or any of his companies, I can't do that. MR. POLLOCK: No, I know that. Well, I will

tell you that as I sit here today -- Ken Pollock, on behalf of the Defendant -- we are not making any

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representation that any accountant-client privilege is waived, with respect to Mr. Buchanan or his entities. We don't have that authority to do so.

Mr. DeCailly, do you have a position on that? MR. DeCAILLY: so -MR. POLLOCK: So therefore I believe that most And if I don't have authority to do it

of my questions, you will be able to answer.

you can't and you believe that the accountant-client privilege should be raised, then Marsha, I would ask that you raise it. MS. LYONS: All right. Mr. Rosa, if there's a

question which you believe you may have some problem with, as you are obviously much more familiar with these entities than I am, just ask for a break and you and I will be able to consult about whether or not there's a problem. THE DEPONENT: make one statement. Marsha, I would just like to I'm an accountant, not an

attorney, but it's my understanding and my interpretation of the laws of the state of Florida, as they relate to accountants, that it would be inappropriate for me to -- it would be inappropriate for me to assert accountant-client privilege. That doesn't mean that the Buchanan

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organization might not take a contrary position. MR. POLLOCK: You know what? Can you give

me one second, I want to speak to my client outside. MR. DeCAILLY: MR. POLLOCK: Do you want us to leave? No, I'm going to -- I'm going to

speak to my client outside. (A recess was taken.) MR. POLLOCK: deposition. fit. We're going to proceed with the

I'll be asking my questions as I deem

To the extent that it is an accountant-client

privilege, I will be looking to Marsha to raise it on behalf of employment, and if she raises it and instructs him not to answer, based on the accountant-client privilege, then we will have to address that another day, okay? THE DEPONENT: I would like to clarify that

my understanding is that by operations of Florida law, I am prevented from asserting accountant-client privilege. Whether the Buchanan organization

chooses to take a different position is up to them, however, in the existence of fraud or a crime, there is no accountant-client privilege. There was a fraud and crime that predated my employment and went on through virtually the entire period of my employment. I'm going to reference to

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one incident, which was an evasion of U.S. income tax, also a conspiracy to evade U.S. income tax. I reported it to the federal government. I've received recent correspondence that the matter has not been terminated by the federal government. And this federal crime predates my

employment and went on virtually the bulk of my employment with Buchanan. Therefore, because of

the instance of a crime, my understanding is that accountant-client privilege is tainted, there is no accountant-client privilege. mean That does not

the Buchanan organization might not attempt

to assert one. BY MR. POLLOCK: Q. Just so I'm clear, the income tax issue that

you just testified about, that has nothing to do with this lawsuit; correct? A. Q. Correct. Okay. The purpose of why we're here today,

Mr. Rosa, is there is a lawsuit that was filed by William Brooks against Mr. Ornstein and his law firm. And we're

going to talk about that a little bit, but to the extent that you have other dealings or information outside the scope of the allegations in this complaint, I don't believe they will be relevant, and I will not be asking

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you about that. A. Q. Very good. Okay. Can you please state your full name, for

the record. A. Salvatore Rosa, S-A-L-V-A-T-O-R-E, the family

name is Rosa, I have no middle name or middle initial. Q. name? A. Q. A. is 32832. Q. A. Q. Lane? A. Five and a half years. I believe it was June 32832? Correct. How long have you lived at 10032 Hidden Dunes Sal. Can you please tell me your current address. 10032 Hidden Dunes Lane, Orlando, Florida. Zip Okay. Have you ever been known by any other

five years ago that I bought that. Q. A. Q. A. Q. A. Q. Is it a single-family home? Single-family home. Do you live there with anybody else? My wife and two children. What is your wife's name? Dianne, D-I-A-N-N-E. Thank you, I had one "N". And your childrens'

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names? A. Q. A. Q. A. Q. A. Q. there. A. two years. Q. A. Q. A. Q. A. Q. A. Q. A. Q. A. Q. How do you spell that? I believe it's K-E-N-N-E-S-A-W. And how long had you lived in Kennesaw? I was there a little over two years. Did you move there for work? Yes. Do you remember the address? I believe it was 3958 Bellingraph Lane. How about before that? Before that, I lived in Lakewood Ranch. Lakewood Ranch. Where is that? Ryan and Courtney. And how old is Ryan? Fourteen. And Courtney? Twelve. And how long have you been married? Since '93. I'm going to tell her that there was a pause And where did you live previously? Before that, I lived in Kennesaw, Georgia, for

That's in Bradenton, near Sarasota. How long did you live at Lakewood Ranch?

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A. years. A. Q. A. Q. A.

Approximately four years, four and a half

Okay. Are you currently employed? Yes. Where are you employed? Atlantic Imports, Inc., in Jacksonville. That

would be known as the City Automotive Group. Q. A. Q. A. Q. A. Q. What automotive group? City, C-I-T-Y, Automotive Group. How long have you been working there? As of today, four years. What is your position? Chief financial officer and treasurer. Have you been the CFO and the treasurer of City

Automotive Group or Atlantic Imports, Inc. for the entire duration of four years? A. Q. A. Q. A. Q. A. Q. Yes. And who do you report to? John Galeani. And how do you spell John's last name? G-A-L-E-A-N-I. And what is John's role; is he the president? John is the president. And what are your duties as the CFO?

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A.

I'm responsible for all of the financial and I sign checks,

accounting transactions of the company.

maintain a system of internal control, safeguard assets, look at investment decisions, review and sign contracts. Just about anything that a controller or a CFO would do at another dealership. Q. And do you distinguish between your

responsibility as the CFO and your responsibility as the treasurer, are they two separate duties and responsibilities or are they basically interrelated? A. Q. Here they're basically interrelated. So the duties and responsibilities you just

testified about encompasses both your role as the CFO and the treasurer; correct? A. Q. I would say yes. You said that part of your responsibility is to

review and sign contracts; correct? A. Q. sign? A. Q. A. Vehicle sales. Supply purchases. Yes. What types of contracts would you review and

Would that also include M & A type contracts? No, that would be handled by the dealer. When

you say M & A, you mean Merger and Acquisition? Q. Yeah, for example, like a stock purchase

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agreement or an asset purchase agreement. A. No, that would be handled by the owner himself,

by John Galeani. Q. A. Okay. Although I would review, I may review those And if he

contracts, depending on if John wanted me to. wanted comments, I would comment on them. MR. POLLOCK: Okay.

Marsha, I'm sorry, is it

possible for you to put your phone on mute, we're hearing all your typing. MS. LYONS: do that. MR. POLLOCK: MS. LYONS: is. BY MR. POLLOCK: Q. Okay. Prior to working at Atlantic Imports, Thank you. I'm sorry. Yeah, there's a way to

Let me try to figure out what it

Inc., were you employed somewhere else previously? A. Q. A. Yes. Where was that? Let me run it through the other way. When

I left Buchanan, I went to Kennesaw, Georgia for Carl Black Automotive Group, came back working for Truck Heaven, which was also a Mark Ornstein client. After

Truck Heaven, I went to Alabama and did some work for

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the Jim Burke Automotive Group, after that went to -did some work for Orange Auto Sales. After Orange Auto

Sales, I went to work for John Galeani. Q. Why don't we start with Buchanan Automotive, When did you first

and we'll go forward from there.

start working for Buchanan Automotive; do you know? A. Q. I believe that was September 28, 1998. How did you come to get employed by Buchanan

Automotive? A. I was contacted by John Tosch, and I

interviewed at the organization and was hired. Q. A. Q. A. Q. A. You said you were contacted by John Tosch? Yes. Who is John Tosch? John was Vern's in-house attorney. Do you know how he got your name? He told me he had received a resume from a

head hunter about a year earlier. Q. A. Q. correct? A. Q. John? Yes. Did you interview with anybody else besides And that resume was yours? Yes. So your first interview was with John Tosch;

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A. Q. A. Q.

Vern Buchanan. In the first interview? I'm not sure. Do you know -- do you recall whether or not you

had more than one interview? A. Yes, I went to the organization two or three

times -- I recall interviewing twice with Vern, and I know that -- and I recall interviewing twice with John Tosch. Q. I'm not sure if that was two or three trips. Did you interview with anybody else besides

John Tosch and Vern Buchanan? A. No. Well, excuse me, I did meet the partner, And Ernie

Ernie Parisi, so there was a third person.

was the general manager of the dealership at the time. Q. A. Q. Can you spell his last name, please. P-A-R-I-S-I. At the time that you interviewed at Buchanan

Automotive, were you employed elsewhere? A. Q. A. Q. Art? A. Q. A little over a year. What was your role there? Yes. Where was that? Gulf Coast Museum of Art. How long were you at Gulf Coast Museum of

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A. Q.

Controller. And I guess without getting into your

background too much earlier, did you have prior automotive experience? A. Q. Yes. So when you got hired at Buchanan Automotive,

that was September 28th? A. Q. A. Q. A. Yes, sir, September 28, 1998. 1998, okay. What was your position?

Chief financial officer. What was your role and responsibilities? And I was also the treasurer of many of Vern's We talked that when I came on, I'd be

organizations.

the CFO, and he listed me as treasurer on his various entities. Q. Okay. You said you were also the treasurer Would that be an entity

of many of Vern's organizations.

that was separate from Buchanan Automotive Group? A. At the time of my employment for Vern Buchanan,

I do not recall an entity named Buchanan Automotive Group. The collection of dealerships was referred to as

the Buchanan Automotive Group. Q. Do you know if that was a fictitious name or

just a name that people referred to, but it was not a legal name?

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A.

I don't recall if there was a fictitious name

filed in Florida at the time. Q. name? A. Sarasota 500, Inc. initially. Sarasota 500, But the entity that hired you, what was that

Inc. owned Sarasota Ford. Q. A. Q. A. Q. You said Sarasota 500, Inc. owned --- Sarasota Ford. Which was a car dealership? Yes. And did Sarasota 500, Inc. own all of the

stock of Sarasota Ford, was it the sole shareholder; do you recall? A. Q. A. Sarasota 500, Inc. is a corporation. Right. It owned the franchise and the business known

as Sarasota Ford, which was a Ford dealership. Q. Okay. And who were the shareholders of

Sarasota 500, Inc.; do you know? A. Q. A. Q. A. Vernon G. Buchanan and Ernie Parisi. In their individual capacity? At the time I was hired, yes. And after you were hired, did that change? It may have. Ernie's -- yes. Did that

change, yes.

There was another entity formed, Buchanan

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Automotive Holdings.

That owned Sarasota Ford.

There

was a reorganization that was done, and there may have been a reorganization that was done shortly before I left. Q. A. Q. A. Q. A. Q. A. So Buchanan Automotive Holdings was formed? It was formed. Did you form that entity? I was there for the formation of it, yes. Did you actually file the Articles? No. Do you know who did? I believe -- I'm not sure. I'm not sure. I

would be guessing, but I could very easily go online with SunBiz and refresh my memory. Q. That's fine. I would like to add more We're here today

instructions to what I said earlier.

to learn everything you know, from a factual standpoint. I don't want you to speculate. If you don't know an

answer, please tell me you don't know, I don't want you to guess. A. Q. Very good. I'm taking every answer to be an answer that So if you guess, that's not going

you truthfully know.

to be good for anybody, okay? A. I was there for the formation of Buchanan

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Automotive Holdings, yes. Q. A. Q. Was that an LLC or a corporation? That was also a corporation. So the full name was Buchanan Automotive

Holdings, Inc.? A. I recall the name of the entity as Buchanan

Automotive Holdings, Inc., but I can go online with SunBiz and verify it. of Sarasota 500, Inc. Q. Were you involved in the re-capitalization, And it owned, it became the owner

for lack of a better word, of Sarasota 500, from the dealership being owned by Vern and Ernie individually, to being owned by Buchanan Automotive Holdings, Inc.? A. Q. A. Was I involved with it? Yes. Yes, I believe I was the originator of the And it was based on my discussions with

idea to do so. Vern Buchanan. Q.

Do you recall the reason why you recommended

that Buchanan Automotive Holdings, Inc. become the owner of Sarasota 500 -- I'm sorry, become the owner of Sarasota Ford, as opposed to the individual shareholders? A. Q. It was a tax-motivated transaction. Was it also from a liability standpoint?

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A. Q.

Not that I recall. Okay. Are you familiar with an individual

named Bernie Barton? A. Knight. Yes, I am. He's a partner with Holland &

I was instrumental to his being brought into

the organization, and I believe he was the attorney in this formation, but -- I believe he was the attorney involved. Q. And just so we can clarify for the record,

when you say you believe he was the attorney involved, are you telling me that you believe Mr. Barton was the attorney who formed Barton Automotive? A. Q. A. Buchanan Automotive Holdings, Inc.? I apologize. Yes.

My recollection is that he came on board with

that transaction and that he was -- I believe he was the attorney that formed the entity, did the paperwork on the reorganization. Q. So is it your understanding that Bernie Barton

was the lawyer for Buchanan Automotive Holdings, Inc.? A. Yes, was one of the attorneys used at that For tax transactions, Bernie was very

point in time. much involved. Q.

When you say tax transactions, could you please

tell me what you're referring to?

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A.

Bernie, as I recall, was a very knowledgeable

tax attorney and corporate attorney. Q. You also mentioned that you were instrumental

in bringing Bernie Barton into -A. Q. A. Q. the past? A. Q. Not at all. So how did you come to learn about Bernie Yes. -- the Buchanan group? Uh-huh. So I assume that you worked with Mr. Barton in

Barton, if you recall? A. Through Doug Wright, who was also a partner at

Holland & Knight. Q. A. Q. How do you spell Doug's last name? I believe it's W-R-I-G-H-T. Thanks. And did you have a preexisting

relationship with Doug Wright? A. Q. Yes, I did. Was that a personal relationship or

professional relationship? A. Q. Personal relationship. And so the first time you used Bernie Barton in

a professional capacity was through Buchanan Automotive Holdings, Inc.?

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A. Q.

That I recall, yes. Do you recall whether or not Bernie Barton did

any other work, besides form the incorporation documents for Buchanan Automotive Holdings, Inc.? A. Bernie and the law firm, Holland & Knight, did

a lot of work for the Buchanan group after that. Q. And we'll talk about that, I'm just going to But he

go through a chronology, a day in the life.

started out with the Buchanan Automotive Group, right? A. Q. A. Q. As I recall, yes. I'm sorry, Buchanan Automotive Holdings. Correct. And for purposes of today, I'm going to drop So if I say,

the Inc. for the rest of the day, okay?

Buchanan Automotive Holdings, it's referring to the Inc., okay? A. Q. Right. Fine. With respect

And you can do the same as well.

to Buchanan Holdings, do you know if Bernie Barton did any other work besides form the entity? A. I'm not sure. We did discuss the tax reasons

for the transaction, there was some documentation. So to answer your question in a broader context, there were a number of steps we had to go through in order for this transaction to pass tax muster. And Bernie

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and I discussed those, he may have written a memo on it, he was heavily involved. It was a debt piece. I do

not recall if he was involved in the debt piece or if John Tosch handled that. Q. Tosch? A. Q. And Vern Buchanan also. Okay. And the transaction you're specifically We certainly discussed it.

We, being yourself, Bernie Barton and John

referring to, really, is the re-capitalization from the individual shareholders to having Sarasota Ford being owned by Buchanan Automotive Holdings? A. There was a restructuring and a debt piece that And it was a fairly complex transaction,

was involved.

which was why I wanted Holland & Knight brought in or an attorney the caliber of Bernie Barton. That's why I wanted Doug, I knew Doug was a very competent tax attorney. When I went to Doug, Doug felt We met Bernie

it would be better handled by Bernie. and brought Bernie on.

But that decision would be

Vern's and John Tosch's, not my decision, just my recommendation. Q. And Mark Ornstein and his firm, they were not

involved in that transaction? A. Q. No. The restructuring transaction that we're

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talking about? A. Q. Not that I'm aware of. Okay. Was your employment always through

Sarasota 500, Inc.? A. Q. No. There came a point in time when you were

employed by another entity? A. Q. A. Correct. When was that? I'm not sure on the dates, but you can just

go to SunBiz and see when Auto Central Services, Inc. was created. Q. A. Q. A. Auto Central Services, Inc.? Yes. Okay. Shortly after that was formed, the management

personnel that worked on the group of companies were transferred into that entity. Vern, myself, Damon White

and other people came in and out of. Q. A. Q. A. Q. A. I'm sorry, you said Damon White? Damon White. Like the color? Yes. And what was Damon's role? Damon was brought on as the auditor for the

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group. Q. A. Q. Internal auditor? Yes. Was John Tosch also part of this management

personnel that was transferred? A. entity. Q. A. Anyone else? A number of people came in and out, if we Yes, John received compensation through the

hired people, but that was more towards the end. Q. Okay. But your understanding of the core

management, at the time that Auto Central Services, Inc. was formed, were the people that individually you just identified; correct? A. Q. Correct. With respect to Auto Central Services, were you

a shareholder? A. Q. A. Q. No. An officer? Was I an officer? Yes.

What was your role as an officer; what officer

position did you have? A. Q. A. Chief financial officer. I'm -- strike that. I believe I was listed as the treasurer of that

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company. Q. A. Were you on the Board of Directors? I'm not sure if I was on that entity or not.

There was several entities that I was a director on, and I actually need to go back and refresh my memory. have been on that entity. Q. Okay. And without knowing a specific, do you I may

know approximately the year that you started being employed by Auto Central Services? A. Q. 2000? A. It was either 2000, 2001, I believe right I could verify the date, all I I'm not sure. Do you think it was before or after the year

around that time frame.

have to do is go on to Sun Biz and I could give you a precise date. Q. Maybe during a break, I'm just trying to get So while you were employed

the background right now.

by Sarasota 500 as the CFO and treasurer, am I correct that your responsibilities pertained to that dealership? A. No, actually, they pertained to all of the

dealerships Vern owned and virtually every entity he owned. I was payrolled through Sarasota 500, Inc. and

I was payrolled through Auto Central Services, Inc. through the management company. Part of the -- the

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people that were the management core were first payrolled through Sarasota 500, Inc. and then for tax reasons, we created Auto Central Services. Q. A. Okay. And, again, I had made a reference in the And

beginning to a transaction that I disagreed with.

part of my bringing in Holland & Knight was to make sure we did things right during my tenure. When we set

up Auto Central Services, it was with the idea of getting a certain tax effect, and I believe it was properly structured. Q. reasons? A. Q. A. Q. Correct. And was the tax benefit obtained? Yes. Okay. Even though you were paid by Sarasota So Auto Central Services was set up for tax

500 and then by Auto Central Services, you testified that as the CFO, you were responsible for several different dealerships, not just Sarasota 500; correct? A. Q. Correct. Could you please tell me the other dealerships

that you were involved in? A. Virtually any dealership that Vern owned.

You would have had the Ocala group of dealerships,

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which Don Jenkins was the partner in.

My understanding

and recollection is that Mark Ornstein represented John Jenkins at the time. You had the Melbourne dealerships.

Kevin Brodsky was Vern's partner in those dealerships. There was an acquisition in Venice, and that would have included Venice Dodge, Venice Nissan. was the operating partner there. Q. A. Q. And how do you spell that? C-U-R-T-S-I-N-G-E-R. Okay. Then there were other dealerships that You had the acquisition in St. Augustine. There was the Honda Shelby Curtsinger

were acquired.

That would be the Toyota store.

store in Cocoa/Merritt Island, Space Coast Honda. Bowling Green, Kentucky was the Mercedes Benz. You had

the Hyundai store in Jacksonville, which has been in the news recently. You had the Hyundai store in Bradenton, I was being phased

and then I believe Elizabeth City.

out when -- I believe in Elizabeth City, there was another dealership where I started off doing a pro forma or two. Q. A. Where is Elizabeth City? I believe that was a North Carolina

dealership. Q. What type of dealership was that, was it a

Honda dealership?

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A.

I'm not sure, but I vaguely recall it was I may be wrong, but I can

another Toyota dealership. check records and see. Q. Okay.

You testified that the Ocala

dealerships, where Don Jenkins was the operating partner? A. Q. Yes. And you testified that it's your understanding

that Mark Ornstein represented Don Jenkins; correct? A. Q. Correct. Did you speak to Mark Ornstein with respect to

his representation of Don Jenkins? A. No. I recall seeing Mark's name on documents, And I recall I recall

and I recall meetings that were held.

Tosch telling me that Mark was Don's attorney. some mentioning from Ira Silver. Q.

But as you sit here today, do you have any

personal knowledge regarding the scope of the representation by Mark Ornstein and his firm, in connection with Don Jenkins? A. Q. A. Q. Do I have any personal knowledge? Correct. No. And this had to do with how many Ocala

dealerships; do you know?

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A.

In Ocala, it started with the Honda and Acura

dealership and the Hyundai was added. Q. When you say Honda and Acura, was that one

dealership or two separate dealerships? A. It depends on how you want to define Is it the franchise or the building? I

dealership.

would look at Honda and Acura as being two separate franchises, and I would look at the separate franchises -- I would count the franchises. Q. So that would be three separate franchises in

the same building? A. In the same legal entity. And then you had

Hyundai added later on.

And then there was some

tuck-on real estate acquisitions that happened. Q. A. parcels. Q. Adjourning parcels to make the dealership What type of real estate acquisitions? Tuck-in, where Don wanted to add some small

property bigger? A. Yes. I'm not sure if all the parcels were

contiguous, but they were all in the same general area. Q. And let's start with the Honda and Acura

dealership in Ocala. A. Q. Uh-huh. Was that dealership under one legal entity, if

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you know? A. Yes. Well, I believe initially both of them

were in one legal entity. Q. change? A. Q. A. Q. Yes. Initially, what was the name of the entity? VB Investments. Were you involved in the formation of Initially. So at some point, did that

VB Investments? A. employed. Q. A. Q. And do you know who did form it? No. Okay. So VB Investments, Inc., was that the No, that was formed long before I was

entity that owned the Honda and Acura dealerships? A. Q. Inc.? A. When I came to the organization, the Yes. Who were the shareholders of VB Investments,

shareholders would have been Vern and Don, Vern Buchanan and Don Jenkins. Q. Okay. Do you know the percentage of stock that

was owned by each of those individuals? A. Yes.

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Q.

Was it 50-50 or did somebody have a majority

ownership? A. The way I recall the structure of that

transaction or those entities, it was technically 51 percent Vern, 49 percent Don, but I believe they split -I believe they had a 50-50 split. Q. profits? A. Yes. And that was one of the reasons why I When you say 50-50 split, are you referring to

wanted to get Vern away from S corps and into LLC's, was to protect him. My concern was if he did that in

an S corp, the IRS could argue you're violating the integrity of the S corp structure. Q. Okay. So originally VB Investments, Inc.

was an S corp? A. At the time I went to work for the

organization, it was an S corp. Q. And you testified that it's your understanding

that Mark Ornstein and his firm represented Don Jenkins; correct? A. I only heard the name, Mark Ornstein, I do not

recall hearing his firm's name at the time. Q. So it was your understanding, based on what

you've heard and some documents that you saw, that Mark Ornstein represented Don Jenkins; correct?

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A. Q. anybody? A.

Yes. And who was representing Vern Buchanan, if

My understanding was that John Tosch handled

numerous legal affairs directly for Vern. Q. And you testified earlier that John Tosch was

in-house counsel; correct? A. Q. Yes. Do you know if Vern Buchanan also had outside

counsel representing him, with respect to the Ocala dealerships? A. Q. A. Q. A. I do not recall any outside counsel. Have you heard the name, Mike Lindell? Yes. Are you familiar with Mike Lindell? I recall dealing with him on another -- I

recall him being involved in a transaction. Q. A. Okay. Okay. But I do not recall -- that was a later

transaction.

And there was some other dealerships, there

was some New Port Richey dealerships. Q. A. But does the name, Mike Lindell --- Mike Lindell's an automotive attorney, I But if he was involved in Ocala, I I recall Tosch, I recall

recall the name.

don't consciously recall.

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Mark. Q. Okay. And do you recall when that acquisition

took place? A. Q. A. In Ocala? Yeah, the Ocala Honda/Acura dealership. I was told it was in the early '90's. I

believe that was the first dealership Vern Buchanan bought, was some dealerships in Ocala that he added -may have added a Honda/Acura dealership and sold the original dealerships. He turned a few dealerships, but

that was all done before my time. Q. So this transaction with Don Jenkins was done

prior to your employment? A. The transaction with Don Jenkins, where Don

Jenkins bought into the dealership, occurred before I was employed. Q. Okay. I came in after that had occurred. So you had no personal involvement in

the transaction, whereby Don Jenkins became or, as you said, bought into the Ocala dealership? A. No, but I was involved with some modifications

or some subsequent agreements that referenced the original agreement. Q. to? A. There was a question as to the representation What modification agreements are you referring

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of what Don Jenkins had bought, what was represented and what Don had bought. And I believe there was a

modification and restatement of the purchase price, or there may have been a couple of them that were done. And

I was handed some documents and asked to review them and discuss the tax consequences of those with John Tosch. Q. bought. You said there was a question of what Don Are you referring to ownership interest or are

you referring to assets? A. I'm referring to the assets inside of the

entity that Don bought. Q. Okay. And I appreciate that you have no

personal knowledge because this happened, the acquisition occurred prior to you being employed. A. It happened before, but I got involved with

some accounting questions and I got involved with reviewing some modifications of the original purchase agreement. Q. Okay. Let's talk a few minutes about the When Mr. Jenkins bought into the

original transaction.

Honda/Acura Ocala dealership, did he do that by virtue of a stock purchase agreement or an asset purchase agreement? A. My understanding was it was a stock purchase

agreement.

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Q.

And he bought into -- strike that.

And it's

your understanding that Mr. Jenkins bought stock in VB Investments, Inc.; correct? A. Q. Correct. Was VB investments, Inc. set up for the

purpose of acquiring the Honda and Acura Ocala dealership, or was that entity in existence previously? A. Q. A. I don't have direct knowledge. Okay. However, I did earlier state that Vern owned

other dealerships. Q. A. Correct. I'm also not aware of any other dealership

entities involved in Ocala that were opened and closed during that time, before those years. Q. A. a guess. Okay. So for me to answer that conclusively would be There was some residual activity for another

franchise, going through the books of VB Investments, but I don't recall all the details at this point. Q. And when you got involved in the modifications,

was it a modification of the stock purchase agreement? I'm trying to understand what documents were modified. A. There was a question as to the value of the

assets that Don bought and what was represented to him.

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I recall that there was an adjustment of the purchase price. Don put in a certain amount of cash and took

back a note for the rest, and there was a modification that was done. There was also some items where Vern There was some

was supposed to forego some fees.

subsequent -- it was a modification of what Don was going to pay and what Vern was going to do, and I understand that Mr. Ornstein was representing Don in those restatements. And there may have been two

agreements that were executed. Q. So while you do not have any personal

knowledge, it's your understanding that Mark Ornstein represented Don Jenkins as his personal lawyer, with respect to the acquisition of Mr. Jenkins' stock in VB Investments, as well as in connection with the modification to certain agreements after the closing? A. I'm not sure with the acquisition, but I recall

Mark was involved in the restatements. Q. Did you have any direct conversations with

Mark Ornstein regarding the restatements? A. Q. No. If I understood your testimony earlier, your

involvement was with respect to discussions with Vern Buchanan and John Tosch? A. And I had some discussions with Don Jenkins

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also. Q. Do you recall discussions with anybody else

besides those three? A. Q. Ira Silver. And Ira Silver, he was the outside accountant

for the Buchanan entities; correct? A. Q. Correct. And Ira Silver, was he with the accounting firm

of Morrison Brown? A. At that point in time, I recall Ira was not

with Morrison, Brown & Argiz. Q. A. Q. A. Q. Do you know who he was with? Ira Silver, CPA. Oh, his own? His own firm. And is it your understanding that the

modifications were done and executed? A. Q. occurred? A. I recall that was an ongoing matter that And it was going on before Yes. And do you recall the time frame that

stretched a couple of years. I got there.

I recall that there were discussions I recall all the

certainly in '99, certainly in 2000.

way up through 2003 looking at some -- tracking some

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of the notes and questions on some of the payments and expenses that were charged. Ira Silver did most of the So

detail work and I would review it on Vern's behalf.

Ira Silver would have the most direct knowledge of the details that flowed through the books. Q. Did you have a positive working relationship

with Ira Silver? A. Q. Silver? A. Q. No, not for a couple of years. At any point in time, was your working Yes, I did. Do you still have interactions with Ira

relationship with Ira Silver strained? A. We had professional differences of opinion,

but Ira's a decent guy and he was very easy, very professional, very down to earth, extremely knowledgeable. Q. To the extent that Ira and yourself had

disagreements, were those disagreements always resolved? A. Q. A. Q. As far as I'm aware, yes. You also mentioned a Hyundai store in Ocala? Uh-huh. Was Don Jenkins an equity interest holder in

the Hyundai store as well?

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A. Q.

Yes. And was that set up through VB Investments or

another entity? A. Q. Off the top of my head, I don't recall. Do you recall whether or not Mark Ornstein was

Don Jenkins' personal lawyer, with respect to the Hyundai dealership? A. Q. I'm not sure. You also mentioned Kevin Brodsky and the

Melbourne dealership; correct? A. Q. Yes. And you referring to the St. Augustine

Toyota dealership or that's a separate dealership from Melbourne; correct? A. Q. Correct. And the Melbourne dealership, was that a Toyota

dealership? A. Q. A. Q. There was two dealerships in Melbourne. That Mr. Brodsky ran? Yes. And what were the names of those two Melbourne

dealerships? A. I believe they were Toyota of Melbourne and

Lexus of Melbourne. Q. And is it a similar situation to Mr. Jenkins,

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where you had two separate franchises in the same building? A. Yes. Initially, yes, and then they built a

separate showroom and service facility, they split them. Initially they were operated out of one and then down the road they built a new facility and moved the Lexus store out. Q. And did they actually move the Lexus store to a

different piece of property? A. Q. A contiguous parcel, yes. So they were basically set up to build a new

building on the same ownership of real estate? A. Well, there was additional real estate that was

purchased. Q. Okay. And I think you also said that with

respect to the Honda and Acura dealership in Ocala, that started out as two franchises in the same building. that also, at some point, separate? A. Yes. And when they separated those two, I Did

believe they spun the Acura store out to a different legal entity. That, I believe, was a subsidiary to

VB Investments, but I would really need to check my notes. Q. It was a few years ago. Were you involved in the decision to spin out

the Acura dealership into a separate entity?

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A.

With the decision, no.

With the decision to

do that, no.

That wasn't a decision I was involved with.

I was more told that was going to happen. Q. Did you render any opinion with respect to the

tax consequences of spinning out the Acura dealership? A. We had some discussions, but I recall that they

were a subsidiary entity initially. Q. A. A subsidiary entity of what? VB Investments. At least that's what the

discussion was.

And I need to check my notes to verify

the final form, but I remember being involved with some discussion where VB Investments, which owned the two franchises, was going to put one of the franchises into a subsidiary entity. And then that later became owned

by Jenkins, or was going to Jenkins, or at least that was the plan. And off the top of my head, without checking

notes or looking at documents, I don't recall where that ended up. Q. Okay. But it's your understanding that

Mr. Jenkins owned 49 percent as well, of the Hyundai dealership in Ocala? A. Q. I believe they were 50-50 on that. So 50-50, with respect to profit and equity

interests, or is it the same as what you testified to earlier, with respect to the Honda and Acura dealership,

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where it was 51 percent Vern equity, 49 percent Don, with a 50-50 profit interest? A. Q. A. With VB Investments, it was 51 percent stock. Owned by Vern Buchanan? Owned by Vern Buchanan, 49 percent owned by I'm not sure on the Hyundai store.

Don Jenkins. Q. A. it's -Q.

Fair enough. I'm not sure. I could refresh my memory if

Now, at the time that you heard from others

that Mark Ornstein was representing Don Jenkins or to the extent you saw Mark Ornstein's name on documents, did anyone ever tell you that they thought Mark Ornstein was doing a good job for Mr. Jenkins; did you hear anything positive about Mr. Ornstein? A. Ira Silver repeatedly had good things to say As a matter of fact, Don Jenkins And I

about Mark Ornstein.

had some good things to say about Mark Ornstein.

recall that's why he wanted to use him for some of the acquisitions. Q. A. Who wanted to use him, Don Jenkins? Don Jenkins, yes. I'm not sure if Mark

actually was used, but the reason why I remember it is I remember thinking why -- Don always liked to use his own people, and Mark would be Don's person. And I recall

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that there were some small, tuck-in acquisitions.

And I

recall that Don Jenkins wanted to use Mark for those. And I recall thinking at the time, why would we pay to have Mark Ornstein to handle a couple of small, real estate acquisitions when we have John Tosch in house, why incur the fees. thinking that at the time. But I do not know if Mark represented VB Investments or the Hyundai store, I don't recall that. I do recall I distinctly remember

that Don Jenkins expressed he wanted to use Mark. Q. And you testified a minute ago that Ira Silver

repeatedly had good things to say about Mark Ornstein? A. Any time Mark Ornstein's name came up, with

respect to Ira Silver, it was always in a positive. Q. Do you recall any specific comments Ira Silver

made about Mark? A. Are we talking with regard to Jenkins or are

we talking with regard to -- were we speaking about VB Investments, Don Jenkins, or are we talking in later years? Q. A. Start off with the VB, Don Jenkins. Anything specific, no, but he did -- in

general, comments to the effect that Mark was an extremely capable attorney, Mark was -- I'm going to use my words -- proficient with automobile dealerships.

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Very positive statements always. Q. Now, prior to today, you never met Mark

Ornstein; correct? A. Q. A. Q. No, that's not true. You met him in person? Yes. Where did you meet him; when is the first time

you met him? A. saw him. The first time I met Mark is the second time I I first saw Mark, or somebody told me it was

Mark, in Vern Buchanan's office, regarding the Don Jenkins matter. Q. And that was with respect to the modifications

you testified about earlier? A. time. Q. And somebody pointed Mark out to you, but you Yes, that would have been at that point in

didn't speak to him; correct? A. I recall asking somebody, who's in with Vern,

and they said, oh, that's Jenkins' attorney, Mark Ornstein. Q. A. Fair enough. And I could vaguely see Mark through the glass

door, but could I pick him out of a crowd from that, no. They just told me that was Mark Ornstein.

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Q. A.

Okay.

And the second time?

The second time was in Doug Lyons' office.

That was the second time I saw Mark, the first time I was introduced to him. But I had spoken to Mark on the phone

or been involved with some conference calls with Mark a couple of times. Q. But the first time you actually met him and

spoke to him directly was -A. Q. A. Q. A. Q. -- at Doug Lyons' office, yes. And when was that? June of 2008. June 2008? Uh-huh. Okay. And in June of 2008, were you still

employed by the Buchanan entities? A. Q. No. You testified earlier that you started to work

for the Buchanan entities on September 28, 1998? A. Q. Uh-huh. And do you recall when your employment with the

Buchanan entities was concluded? A. Q. A. Q. Yes. When was that? December 31, 2003. Okay. So approximately five years later, you

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met Mark Ornstein directly for the first time, in Doug Lyons' office? A. Q. A. Correct. What was the purpose of that meeting? My understanding was that Buchanan's attorneys,

Mark Ornstein being one of them, asked to meet with me regarding some litigation that was going on involving Vern Buchanan. went. Q. with you? THE DEPONENT: MS. LYONS: Marsha? Did Mark Ornstein specifically request to meet And in compliance with their request, I

Let me take a break here, please. Okay. We'll take a five-minute

MR. POLLOCK: break.

(A recess was taken.) BY MR. POLLOCK: Q. Before we took a five-minute break, Mr. Rosa,

you testified that you had met Mark Ornstein in person for the first time at Doug Lyons' office, approximately June 2008; correct? A. Q. It was in June of 2008, yes. And that was several years after your

employment with the Buchanan automotive entities had concluded; correct?

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A. Q.

Correct. And you testified that you understood that

Mark Ornstein asked to meet with you regarding pending litigation; did I understand that correctly? A. Q. Yes. So it's your understanding that Mark Ornstein

specifically asked to meet with you? A. Yes. I told my attorney that he knew me,

recognized the name, knew me, trusted my judgment and that I was a stand-up guy. And I was the only one of And I

Doug's clients that he wanted to meet with.

agreed to meet with Mark as long as John Tosch was not present. Q. present? A. Not when I met with Mark. He was there that Okay. So I'm assuming John Tosch was not

day, I saw him.

I recall shaking hands with him and And that was the

saying, hello, John, as he walked by. extent of my exchange with John Tosch. Q.

And the meeting that you had with Mr. Ornstein

and your lawyer, Doug Lyons, in January 2008, how long did that meeting last? A. I believe it was a couple of hours. It was a

lengthy meeting. Q. Was anyone present during the meeting besides

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the three of you? A. Q. A. Phil Zippen. Phil, how do you spell his last name? Z-I-P-P-E-N. He's an attorney. Doug Lyons,

Mark Weinstein and myself. Q. room? MS. LYONS: I'm going to object. I don't Did Phil Zippen represent anybody in the

know where this is going or what relevance this has to anything in this lawsuit. I will also make a

statement that anything that occurred during the course of that meeting, and I don't think it's gotten there quite yet, but anything that occurred during the course of that meeting would be a confidential settlement negotiation, which Mr. Rosa would not be able to discuss. MR. POLLOCK: Okay. Well, let's just hold off,

and when I get there, we can address that, okay? MS. LYONS: Okay. Again, I don't really see I mean, what does

the relevance to this lawsuit. this have to do with anything? MR. POLLOCK: noted. BY MR. POLLOCK: Q.

Well, your objection is duly

Mr. Rosa, do you know who Phil Zippen

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represented, if anybody, in connection with that meeting that you had with Mark Ornstein? A. Q. I do not. And you testified that the meeting was with

respect to pending litigation; correct? A. It was either existing or potential litigation,

so pending being existing, yes. Q. A. Q. Okay. Potential. Can you just please tell me what litigation I'm not asking you to tell me the

was pending?

settlement discussions. A. involved. Q. A. me. Were they cases involving you? There may have been a potential case regarding I do not know all of the cases that were

Actually, I had potentially several courses of

action. Q. Okay. So your employment was concluded with And is June

Buchanan Automotive on December 31, 2003.

2008 the first time that you discussed with anybody at Buchanan Automotive a potential cause of action? MS. LYONS: Are you talking about any

discussions at this meeting? MR. POLLOCK: No, no. No, I'm asking if

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there was any other earlier discussions regarding potential claims by Mr. Rosa. MS. LYONS: With who? I believe he just testified he

MR. POLLOCK:

had a potential claim regarding Buchanan Automotive Group. BY MR. POLLOCK: Q. A. Did I that understand -That's correct. MS. LYONS: I'm asking, who are you asking If he had a

him if he had any discussions with?

discussion with an attorney, that would be covered by attorney-client privilege. MR. POLLOCK: Marsha, I asked him anybody at

Buchanan Automotive or one of their representatives, not one of his lawyers. MS. LYONS: If you had any discussions with

anyone that was not a settlement negotiation, you can answer that. THE DEPONENT: BY MR. POLLOCK: Q. Okay. So the first time that you discussed a No.

potential claim against Buchanan Automotive, with respect to yourself, was June 2008; correct? MS. LYONS: Object to the form of the question.

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THE DEPONENT:

Okay.

My attorney just objected

to the form of the question. MS. LYONS: You can answer the question, I'm

just objecting to the form. BY MR. POLLOCK: Q. A. Q. Remember the beginning, my instruction was --- oh, there -Let me finish my sentence, please. Your

lawyer can object to the form of a question, that's okay. Unless she instructs you not to answer, you still have to answer the question. A. I believe the discussions that led to the

June meeting were initiated at the tail end of May. And Richard Thomas was looking to file a lawsuit -- was looking to have Vern perform on a contract. And Richard

Thomas had asked me if I would be willing to be a witness. Q. for him? A. Yes. My understanding -- you know, even just That's how I became involved in this meeting. Did you tell Mr. Thomas you would be a witness

working on my son's Boy Scout merit badge, Citizens of the Nation, if you're going to get a subpoena, if you're subpoenaed, it's the duty of a citizen to respond. And I If

remember thinking, well, I'm going to get subpoenaed.

it will help the parties, I will take a day off from work

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and make myself available. Q. Thomas -A. Q. -- Richard Thomas. Oh, Richard Thomas, I'm sorry, was that claim Now, the claim or potential claim by Victor

or potential claim against one of the Buchanan entities? A. Q. A. Q. A. I believe it was a Buchanan entity and Vern. And what else? And Vern. Individually? Individually, I believe. But I'm not an

attorney, just based on some discussions I had with Richard at the time. Q. But the claim had nothing to do with my client,

Mark Ornstein; correct? A. Q. correct? A. Q. Brodsky. No, no claim against Mark. Let's talk a little bit now about Kevin I believe you testified a little bit earlier No. The claim wasn't against Mr. Ornstein;

that Mr. Brodsky operated a Melbourne dealership; correct? A. The two franchises in Melbourne.

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Q.

Okay.

I believe you said one was a Toyota

dealership and you believe one was a Lexus dealership? A. No, one was a Toyota dealership and one was a

Lexus dealership. Q. And do you know when Mr. Brodsky acquired those

dealerships? A. The acquisition took place at the beginning So

of 2008 -- excuse me, I keep doing this -- in 1998. much time frame has gone by, I say 2008. was 1998.

Excuse me, it

I went to work for Vern -- September 28, 1998,

those dealerships were there and they were purchased, I believe, at the beginning of the year. The transactions

relating to that store had their roots in the tail end of '97 and I believe the dealership acquisition was in the January, February time frame. '98. Q. So Mr. Brodsky's acquisition of those two It was very early in

dealership occurred prior to you beginning your employment with the Buchanan entities? A. Q. Correct. When you first got employed by the Buchanan

entities, was there any post closing issues that you were involved in, with respect to the Brodsky acquisition? A. Potentially, yes. I reviewed some accounting

that was done.

And Ira and I had had some numerous

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discussions about some of the original accounting that I wanted changed and corrected, in an attempt to protect the entity for tax purposes. And then when that was

done -- and I basically got most of what I wanted done. I remember having some professional differences of opinion with Ira, but we worked through them. Q. Okay. And do you know whether or not

Mr. Brodsky was represented by counsel? A. At that point in time I don't recall any

discussion about who Brodsky's counsel was, or if he even had counsel when he went into those acquisitions. Q. Was there a point in time when Mr. Brodsky sold

the Melbourne dealerships? A. I had heard that those dealerships were sold

after I had left the organization. Q. And the Melbourne dealerships, do you recall

the legal entity that owned the equity interest in the dealership? A. In the operating franchise, that would have

been 198, Inc. Q. A. Q. A. Q. 198, Inc.? Yes, I recall it was 198, Inc. And that owned what? The franchises for the Toyota -And Lexus?

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A. Q. entity? A.

-- and Lexus. Okay. And was the real estate owned by another

My recollection is that a portion of the real

estate was owned by another entity. Q. A. Q. A. What was the name of that entity? Buchanan Farms. What was that? Buchanan Farms. MS. LYONS: I'm sorry, I couldn't hear that. Farms, F-A-R-M-S.

THE DEPONENT: BY MR. POLLOCK: Q.

Was there another entity that also had an

equity interest in real estate besides Buchanan Farms? A. Q. At this point in time, not that I can recall. And do you recall what equity interest Kevin

Brodsky had in 198, Inc.? A. Q. Brodsky was a 49 percent partner. And am I correct that Vern Buchanan owned the

other 51 percent? A. Q. That's correct. So a similar structure as in the Don Jenkins

transaction? A. A similar structure to the Honda/Acura The Hyundai dealership may have been 50-50

transaction.

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profit sharing, but Vern, I believe, had 51 percent on the -Q. A. -- the equity? I believe the equity was 50-50. I believe the

profit sharing was 50-50 on the Hyundai dealership, but Vern had 51 percent voting. Q. A. Got it. Okay. And I had shifted Vern from S corps. In

And this was another bone of contention with Ira.

fact, if Ira and I had one major disagreement, or the most major disagreement was getting Vern away from S corps. And when Florida changed their treatment of

S corps and recognized the partnership form, I got Vern out of S corps and into partnerships, and I had to lobby Ira heavily before I got his concurrence. And as I'm sure Mark is well aware that when you have a car dealer that is a cowboy, with their capital structure, and if you put them in an S corp, you're not doing them any favors. It's very easy to argue There's very strict rules

disproportion, distribution.

that have to be followed with S corps. Q. A. Q. A. Okay. And I became the leading advocate of getting --- Vern away from S corps and into LLC's? Yes. And as a matter of fact, if you listen

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to Congressman Vern Buchanan talk on U-Tube, when he was on the committee for small business, you'll hear him talking about S corps possibly being an obsolete structure. And when I watched Vern give that talk, I

know that I loaded his lips. Q. Okay. Getting back to Kevin Brodsky, did you

have personal dealings with Kevin Brodsky? A. Q. What do you want to define as personal? Direct communications with him regarding any

work issues. A. I had conversations with Kevin Brodsky

regarding work issues, I had conversations with Kevin Brodsky regarding personal issues. Q. A. Did you consider Kevin Brodsky to be friend? Kevin Brodsky was always my superior; however,

Kevin Brodsky was very professional, I admire him, I respect him, I like him and I still like him. He is

probably one of the two best operators I have ever seen in the car business. knowledge. He has a tremendous amount of

He's a fantastic operator and has a massive

amount of energy. MR. ORNSTEIN: second. (Off-the-record discussion was held.) BY MR. POLLOCK: We've got to go off the record a

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Q.

You said that Kevin Brodsky was one of your

superiors? A. Yes. And it's not that there was a formal

organizational chart, but he's a 49 percent partner. And I worked for Vern. and And I was a resource to Kevin

Don and any other operating partner that wanted my

assistance. Q. Now, when you said that Kevin Brodsky was one

of the two best operators in the car business, what is your basis to make that statement, in the sense that -A. line. The results they get. Just look at the bottom The other thing is

That's the first thing.

what's a dealership capable of, and when you look at what Kevin could accomplish, I was impressed. Out of all

the operators I've seen, I think he was one of the best. Q. Okay. And in addition to the two Melbourne

dealerships, did Kevin Brodsky own any other dealerships, that you're aware of, with Vern Buchanan? A. He had minority stakes in at least three other

dealerships and possibly a fourth during my tenure. Q. Correct, and that's what I'm focused on.

Did Kevin Brodsky have an equity interest in the St. Augustine Toyota dealership? A. Q. Yes, he did. I'm going to now spend a little bit of time

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on the St. Augustine Toyota dealership, okay? A. Q. Uh-huh. Back on September 28, 1998, when you were first

employed by the Buchanan entities, was the St. Augustine dealership in existence? A. Q. I don't know. Are you aware that the gentleman named William

Brooks used to have an involvement with the St. Augustine Toyota dealership? A. I have been told that, yes. I was told that

during my employment with the Buchanan organization. Q. And what were you told specifically, if you can

please tell me? A. Q. A. With regard to Mr. Brooks? Yes. Could you be specific in the question, sir,

because I could probably speak for a half hour or 40 minutes on that. Q. Okay. Can you please tell me, to the extent

you remember, the first time you heard Mr. Brooks' name in connection with the St. Augustine Toyota dealership? A. We were acquiring the franchise. I believe

the franchise, at that point in time, had been taken back by SET and that Mr. Brooks was the former owner and operator.

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Q. A.

Do you recall the time period? I believe Vern and Kevin started looking at

that point sometime around the middle -- or at least I was brought into it in, I believe 2001, and I believe it would have been a couple of months before the transaction took place. Now, I believe the entity was

8-2001 that -- my recollection is 8-2001, LLC or LC, was the entity Buchanan used to acquire the franchise initially. Q. A. Okay. That entity was formed -- I recall the

transaction, I went back and looked at my notes -closed on October 1st, at least I had an accounting record dated that, which would have been the opening entry, which I booked. I caused the original entry

on the books of the LLC to be booked, recording the closing. Q. A. Okay. Sometime before then, some discussion was had.

I recall doing some pro formas, having some discussions with Kevin Brodsky, with Vern, Tosch, Ira. Q. Do you recall the time frame of those

discussions? A. That all would have been summer. That would

have began -- and, actually, I think they might have

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been stalking that point for a while. correctly, Kevin was stalking it then. Q.

If I remember

Stalking what, the St. Augustine Toyota

dealership? A. Yeah. When I say stalking it, that transaction

didn't close -- it wasn't one of those transactions where there's a dealership for sale, let's go look and buy it. This one had a longer time frame of several months. And

I recall some discussions with Kevin Brodsky that were maybe, I want to say June or possibly earlier. If I went

back and looked at my spreadsheets, I could probably figure out when the first pro forma was done and certainly that would at least provide a date. Q. Okay. With respect to the St. Augustine

Toyota dealership, were you involved in any discussions regarding Bill Brooks, prior to Kevin Brodsky and 8-2001 even being in the picture? A. Q. A. Q. Before they were in the picture? Correct. No. For example, were you involved in any

discussions regarding Bill Brooks' termination from the St. Augustine Toyota dealership? A. Q. Before it happened or when it happened? Before and at the time it happened.

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A. Q.

No. Okay. Is it your understanding that

Mr. Brooks was terminated as the manager of the St. Augustine Toyota dealership? A. back. I recall hearing that they took the franchise

I recall hearing that SET had forced him out.

And I'm not sure if it was a dealer development point or or how -- I'm not sure what the actual mechanism was by which SET removed Brooks. Q. Do you recall any specific discussion that you

had with anybody regarding SET taking the dealership back from Brooks? A. Well, after the fact, there was some comments There were

made that Brooks couldn't run the place.

comments made that Mr. Brooks was diverting cars from the Toyota dealership in St. Augustine to a used car lot he owned. I remember that coming from somebody at SET, I heard that at least two,

I can't recall his name. maybe three times.

And I remember discussions with the woman that was the controller, Connie Hawkins. difficult position. Connie was in a very

I never heard her say anything

bad about Mr. Brooks, and she was hammered, to put it politely, kind of by Kevin on some things regarding that. I recall there was somebody there from SET who

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talked about Brooks moving cars, was taking cars from the Toyota store and putting them at the used car lot he had. And I remember on one occasion with this

individual, I asked him, well, were they transferred at fair value? And my understanding -- I took it as a

disparaging comment -- comments, on more than one occasion from this gentleman from SET, I can't remember the name. Before we acquired the dealership and after we acquired the dealership, there were people from SET in the dealership. I had discussions with people at WOFCO,

World Omni Finance Company, W-O-F-C-O, or World Omni. And I remember when I was talking to this one individual from SET about the cars, I asked, well, when the cars went over from the Toyota dealership to the, quote, dirt lot, used car store, were they transferred at the full value or was, you know, you're saying that the Toyota store didn't get paid full value, well, how do you know he wasn't overpaid? discussion pretty vividly. And I remember this

And I remember the person

asking me -- or I remember asking him about the value that the cars went over. Q. Did you ever find out the answer, whether or

not they were transferred at full value? A. No, but when he was disparaging Mr. Brooks --

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and I don't know what it was, I just kind of reacted -but it might have been the look on Connie's face. think she wanted to say something but couldn't. I

And

there was kind of like a part of me that defended the underdog, so to speak. And so I asked him, I said, you know, if you've got cars that work on a dirt lot, that don't work in the Toyota store, why I would keep them in with the used cars on the Toyota franchise, I'd want to move them over to another lot and maybe the used car store. And I remember them saying that the profits from the Toyota store were showing up at the used car lot. And I asked him, I said, how do you know it wasn't the reverse, how do you know he wasn't overpaid at the used car store? Because when you have somebody that's going

to buy at a used car store, a lot of times you attract a different clientele, and you can possibly get -realize a better profit from that store than you can from your new car franchise. And also, you don't want

to diminish the appearance of your inventory by having buy-here, pay-here caliber cars at a new car franchise. And I remember having that discussion a couple of times. And I remember the person was over in the wall

of the building, you know, if you're, when you're looking at the highway in the building, on the left side there's

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some offices.

And I remember the person being in like

one of those offices that are used as finance offices, back towards the service department. And I can remember

the building, I remember when that particular conversation took place. Q. Did you ever find out an answer to that

question, whether or not Mr. Brooks overpaid? A. Q. A. No, don't know. And -I don't know the answer, that pretty much And on one of those

was the end of the discussion.

occasions, I know there were two people there from the Jim Moran organization. Jim Moran is the person that

owned and controlled Southeast Toyota, that's all part of the Jim Moran organization. Q. A. Okay. I heard Mark Ornstein's name in St. Augustine

dozens of times. Q. Now, with respect to -- strike that. Did you

hear anything else about Bill Brooks that was not positive, that you recall? A. Yeah. I remember repeatedly hearing from the

people at SET and WOFCO that Mr. Brooks' attorney needs to convince his client to sell the real estate. Q. I'm sorry, I missed that.

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A.

I remember hearing from the people at World

Omni and Southeast Toyota that Brooks' attorney needs to convince his client to sell the real estate. And I

remember the people at Southeast Toyota and World Omni saying, we can cop the real estate anytime we want, we don't want to go through lengthy legal procedures or what not, and he just needs to sell the real estate. And when we closed on the transaction -- we being the Buchanan organization -- I recall that the real estate wasn't part of the original deal and the real estate closed later. And one of the questions on our end is, how do we know we can get the real estate? Because nobody wanted We

to do that acquisition without the real estate.

explored looking at points on the highway, buying the franchise and moving it and that was considered cost prohibitive, so we had to go to the real estate that was in St. Augustine at the location that Brooks operated the store at. And the people at Southeast Toyota were

kind enough to tell us the amount of goodwill we needed to pay on the store. Q. You testified that somebody at Southeast

Toyota and World Omni stated that Bill Brooks' attorney needed to convince him to sell the real estate? A. I remember the exact phrase, Brooks' attorney

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needs to convince his client to sell, he needs to sell the real estate. Q. A. I heard that several times.

Who told you that? I heard that from somebody -- I remember There were two people at

somebody at World Omni.

World Omni and one from SET. Q. A. Can you remember any specific names? No, I don't. You could go through their

records and figure out who would have been assigned to the Buchanan organization or had dealings with the Buchanan organization, not only in that deal, but who we would have been dealing with over in Sarasota and who we would have been dealing with in Melbourne. For example, I mentioned that we knew how much to pay in goodwill, to offer in goodwill. Well, Tom Badia Kevin Brodsky

was a very close friend of Kevin Brodsky.

told me that he got a lot of information from Tom Badia because Tom Badia liked him. And my understanding is

that Tom Badia is Pat Moran's son, Pat Moran being the daughter of Jim Moran. Q. Did you have any direct discussions with

Mr. Ornstein regarding Mr. Brooks selling the real estate? A. No. And as funny as this might sound, from

the first number of conversations, I had no idea that

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Mark Ornstein was Brooks' attorney.

The conversation

was always Brooks' attorney, Brooks' attorney, Brooks' attorney at first. Then you had Ira Silver -- and I had I spent many

spent a lot of time up in St. Augustine.

a night in a hotel up there, and Ira would periodically stop in. And, Mark, Ira is your biggest cheerer, he had nothing but good stuff to say about you. And he lobbied

very heavily that we needed to hire Mark Ornstein on numerous occasions, several times in St. Augustine, once or twice in Melbourne, once or twice in Sarasota, he was lobbying heavy for you. Then I eventually realized But

somebody said that Brooks' attorney was Ornstein.

this was probably going on about a month before I made the connection. Q. Were you involved in the initial conversations,

whereby Kevin Brodsky or Vern Buchanan or any of the Buchanan entities first expressed an interest in acquiring the St. Augustine Toyota store? A. You basically asked me -- and that goes back

to, I want to say summer of 2001, but there may have been some earlier discussion. that transaction. Brodsky was looking at

I recall that he was looking at that And he had I had known

transaction to come available for a while. known the store was going to be available.

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the -- I was told the process was going on for a period of time before then, before I was brought in. And that

would have been a little bit before the entity was involved. Q. A. Okay. That's what I said, Kevin was stalking -- my --

I'd depose Kevin, he's going to have better knowledge of that than I would. Q. All right. Can you tell me, please, your

direct involvement, with respect to the acquisition of the St. Augustine Toyota dealership? A. My direct involvement would have been

involvement with the financing, would have been preparation of documents to be submitted for approval for the franchise. Q. Okay. You said you were involved in the

financing. A. Evaluating alternatives. I recall we looked

at World Omni. somebody else.

I believe we looked at Suntrust and There were some other entities. There

was a loan from World Omni that I was involved in getting, that went through a different entity. Q. Okay. How about with respect to any due

diligence, in connection with acquiring the dealership? A. I recall touring the dealership with Vern

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before we acquired it.

The bulk of the due diligence, Kevin wanted to do

my understanding, was done to Kevin.

the deal and Vern wanted to look at it, more to rubber stamp it, and I accompanied Vern on that trip. Q. Did you work with Kevin Brodsky at all, with

respect to any due diligence of the St. Augustine dealership or was that Kevin by himself? A. Mostly what I did with Kevin was prepare

the pro formas for him, where Kevin would tell me, this is what I can do in this store, this is how I can operate it. And Kevin would tell me what the goodwill number

was and then he told me how he knew what he would have to bid. I remember Kevin telling me there was another

dealer, up in Jacksonville, I believe, that submitted a bid and Southeast Toyota wanted Kevin in over this other dealer. Q. A. Do you remember the name of the other biddee? Yes, his name was John Galeani, the individual

I work for now. Q. And do you remember what the bid was for, by

John Galeani, for the St. Augustine dealership? A. I believe it was at about a million. He was

at or just above a million dollars. Q. Do you know if there were any other individuals

or entities that submitted a bid for the St. Augustine

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dealership? A. Q. Not that I'm aware of. Do you know the basis for John Galeani's bid

of a million dollars for the dealership? A. Q. A. Q. A. No. Did you ever discuss it with him? Yes. That's how I found out.

What did he tell you? He submitted a bid -- I think he said they And I didn't ask him how he

had bid a million dollars.

came up with the number, I don't recall him ever telling me what his calculus was. When I say a million dollars,

that would be for the goodwill. Q. A. Q. Correct. The Blue Sky?

I'll use the term, goodwill. Okay. So that would have been a million

dollars for the dealership, without including the real estate; correct? A. Q. Correct. And as you sit here today, do you know how The Buchanan entity that acquired

much -- strike that.

the St. Augustine Toyota store, I believe you testified was 8-2001, LLC; correct? A. Q. 8-2001, it's either LC or LLC. Okay. We'll shorten it to 8-2001.

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A. Q.

Okay. Do you know how much 8-2001 paid for the

St. Augustine Toyota dealership? A. It would be on my opening entry. And the funny

thing is I just looked at the date on it, I didn't look at the amounts, but I recall it was about two million, 2.2. million. Q. That would be the goodwill only.

So 8-2001 paid more than John Galeani bid, for

the St. Augustine dealership; correct? A. Q. Yes. Well, that's my understanding.

And is it your understanding that 8-2001

submitted the highest bid for the St. Augustine Toyota dealership? A. I'm not sure how to answer that question, and

the reason is if you're told how much you have to bid to get it, is that a bid or is that really just a sale? Q. Do you know if any other entities offered more

money than St. -A. Q. -- not that I'm aware. I'm sorry, let me finish the question, please.

Are you aware if any other entities had offered more money for the St. Augustine dealership than 8-2001? A. Q. No. When 8-2001 acquired the St. Augustine

dealership, were you provided with the financial

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statements for the last two or three years for the dealership? A. No. I believe what I had was the -- I do not

recall having the financial statements before we took it over. I may have, but I do not recall. I believe when

I did the pro formas -- I've been in the car business for a number of years, I've had Kevin's Toyota store. a model. And when Kevin tells me total expenses are going to be "X" and new sales are going to be a certain amount, at a certain gross, here's a number I want you to use for F & I, here's a number I want you to use for used vehicle sales, used vehicle gross profit, used vehicle F & I -Kevin and I had such a good relationship at that point in time, Kevin could call me. model. And I had a fairly decent I had

And since -- I got to the point where I would

tell Kevin, give me a couple hours, and Kevin would call me back 15 minutes later, and I'd have a pretty good working model analysis of the dealership. Q. Okay. How about after 8-2001 closed on the

dealership, were you provided with the historical financial statements? A. Q. I'm not sure. Do you know whether or not the dealership

performed better after 8-2001 acquired the dealership

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than before, in terms of net sales or net profits? A. I could only make an assumption. I don't know.

The only thing I recall hearing was that -- from people at SET -- was Brooks couldn't operate it, they were forced to take it back. Q. I heard --

I'm sorry, just to stop you for a second.

When SET told you Brooks could not operate the dealership and they were forced to take it back, did they give you examples for their statement that Brooks could not operate the dealership? A. Other than clearly inclined a diversion of

cars, of used vehicles, no. Q. A. Q. Which is what you talked about earlier? Yes. The transfer of cars from the Toyota dealership

to the used car lot? A. Q. Yes. That was the only statement that you heard to

support that -A. -- no, that the place -- I remember hearing I remember hearing from

from them the place lost money.

them that he couldn't successfully operate it, that they had to get him out of there, words to that effect. And

nobody -- I never heard anybody say that about Kevin Brodsky, that they had to get him out of there, so in

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that regard I presume he was much more successful than Mr. Brooks. Q. But you didn't see the financial statements,

the historical financial statements prior to closing? A. Did I see them prior to the closing, no. After

the closing I may have, but I'm not sure. Q. By my question was a bit different. Am I

correct that you didn't have the opportunity to review the historical financial statements that were done at the time that Brooks ran the dealership and compare it to the financial statements of the St. Augustine Toyota dealership at the time that Mr. Brodsky ran the dealership, up until the time that you left? A. I'm not sure how to answer, I didn't have I prepared the pro formas based upon

the opportunity.

information Kevin told me to use. Q. Correct, but that's not necessarily based

upon historical financial statements, that's based -A. -- no, as I stated earlier, it's based upon

what Kevin thought he could do with the store. Q. Correct. So you don't know -- or do you know

whether or not Mr. Brodsky was able to increase the sales or the net profits, compared to what Mr. Brooks did? A. Q. Do I know? I'm not sure how to answer that.

Let me ask it a little bit differently.

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A.

I believe I was told our allocation was If our allocation was increased, that would I recall comments about

increased.

mean we were selling more cars.

they're putting Kevin in because they know he can get the store up to its potential. But beyond that, do I know

that he sold "X" numbers of cars, no, I don't know that. But did I hear general comments about what they expected to us to do and what they were doing, yes. Q. A. Okay. I do recall general conversations that the

performance of the store was moving in the right direction, but there was some concerns about some of the initial operators that are in. There was some turmoil at

that store for a few months, which was part of the reason why I was up there almost on a daily basis for a while. Q. And the turmoil issues in connection with the

transfer of the ownership? A. Yeah, the individual operator that was the Kevin was

initial operator that Kevin put in place.

considered the operating partner, he went in with a 49 percent stake, but they brought in another individual, Mark Edelman. And after Mark Edelman, they brought in But if

Chad Miller, however, they reported to Kevin.

you would have asked me who the operator of the store was, I would have looked more to Kevin than I would to

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Chad.

Part of the reason why I was up there was to keep

a close eye on what Mark was doing. Q. A. Q. A. Mark Edelman. Mark Edelman. Okay. Not Mark Ornstein, no, Mark Edelman. And

that's when a lot of these conversations took place. Because I'm up there in the store, you have Ira Silver dropping in, who was a walking advertisement for Mark Ornstein. And I had several discussions with Kevin

Brodsky about Mark Ornstein. Q. A. Q. A. Q. What was Jack's last name? Chad, C-H-A-D. Oh, Chad. What's his last name?

I recall Miller. Okay. Now, with respect to 8-2001, the

formation of the entity, were you involved in the formation of that entity? A. I was there for it. I don't recall who served

as incorporator. Q. Do you recall whether or not Holland & Knight

did the incorporation documents? A. At this point in time, no, but SunBiz, I'm

sure, could refresh my memory, that, to me, being a minor point to this.

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Q. A. Q.

I'm getting there. We have operating agreements and what not. The articles of organization were formed for

8-2001; correct? A. I'm not sure if we changed the name of the

entity or if that was the original name that was formed for that, I just don't recall the details. Q. And then after the entity -- make an assumption

that the Articles of Organization were filed, for purposes of this transaction. A. You know, as a matter of fact, now that I'm

thinking about it, I recall that it was, that it was formed. I believe it was formed a month before. I

believe it was formed in July.

Yeah, it was formed

July of 2001 and they called it 8-2001. Q. A. Q. A. Q. A. Q. So your recollection is 8-2001 was formed -July. -- July of 2001? Yes. July 13, if I recall the date.

And when do you recall -It's starting to come back to me now. Do you recall when the closing was, when 8-2001

took over the operations? A. Q. I believe that was October 1st. 2001?

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A. Q.

Yes. Were you involved in reviewing the

acquisition documents between 8-2001 and acquiring -strike that. Were you involved in reviewing or drafting

the acquisition documents, whereby 8-2001 acquired the St. Augustine Toyota dealership? A. No, my understanding is that the in-house

review was done by Tosch. Q. A. Q. John Tosch? Yes. Do you know if 8-2001 was represented by

outside counsel, in addition to John Tosch, in connection with that acquisition? A. Q. I don't recall. If I told you the name, Mike Lindell, does that

refresh your recollection whether or not 8-2001 hired outside counsel, in connection with the acquisition of the St. Augustine Toyota dealership? A. I recall Lindell being around for some That wasn't my primary area of

dealership work.

responsibility, but Lindell would be a logical choice. Q. But you don't have any specific knowledge,

as you sit here today? A. I don't have any specific recollection at this

point in time.

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Q.

Okay.

Did Mark Ornstein or his law firm

represent 8-2001 in connection with the acquisition of the St. Augustine dealership? A. The franchise, no. Let me just say to the

franchise, to the best of my belief, no. Q. And you didn't have any conversations with

Mark Ornstein where you believed that he was representing 8-2001 in connection with the acquisition of the south -in connection with the St. Augustine Toyota dealership, right? A. When you say the dealership, in this business

sometimes you're referring to the facility, sometimes you're referring to the franchise. you be more specific, sir. Q. A. terms Okay. Because if you're using dealership, in I would prefer that

of real estate, you may get a different answer

than dealership if you're meaning franchise. Q. A. Q. A. Q. Messick? A. Yes, I am. So facility is the real estate? To me a facility -And the franchise has to do with the --- the operating business. Okay. Are you familiar with the name, Bob

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Q. A.

And who is Bob Messick? Bob Messick is a partner in the Sarasota law

film of Icard, Merrill. Q. And was Bob Messick involved, in connection

with the St. Augustine transaction, whether it's the facility or the real estate? A. Q. We may have used -I'm sorry, before you answer that question, I

said with respect to the facility or the real estate. The facility is the real estate. A. Okay. With regard to the real estate, Messick

may have had some involvement in the financing, in the mortgage financing. When it came to the real estate

closing, I remember Tosch telling me to work through Mark. And at that point, I thought Mark was the seller's Because I

attorney that was just handling the closing.

remember some e-mails going back and forth with Mary Jo, and there was a phone conversation, I believe, before the real estate closed, that Tosch brought me into. And that's the first time I ever spoke with Mark on the phone. Q. A. Q. Do you recall that conversation? Vaguely, bits and pieces. And do you recall, at the time that you spoke

to Mark Ornstein, who did you believe he was

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representing? A. I thought he was operating kind of like both

sides of the transaction, more like a transactional broker, as opposed to like a seller's broker. I just

remember there was some information that needed to go back and forth. And I really wasn't paying a lot of mind

or attention to -- the conversations, I'm going to jump back a little bit. When I realized that Mark was Brooks' attorney -and I remember hearing for a while from the people at SET and even from Kevin -- and Kevin almost went into a trance when he was talking about he had to have his real estate, I want my real estate, I've got to get the real estate. And he just repeated over and over

and over again, almost like he was in a trance, I mean, like seven, eight times in a row. Ira was lobbying very heavily for Mark. I

remember Kevin Brodsky and Ira Silver telling me that we were going to bring Mark on board after the real estate transaction was closed, that he couldn't come on board, we couldn't hire him before the real estate deal and we were going to bring him on board afterwards. And I remember thinking about that, that gee, that's a pretty good move because if he's Jenkins' attorney and he's in working for Vern, that could conflict him out

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with Jenkins, that that marriage is not going to end peaceably, there's going to be teeth gnashing on that one. And I remember thinking to myself that, oh, they're

trying to conflict him out in the future with Jenkins. Q. A. Okay. Again, none of that came from Mark, that all

came from either Brodsky or Ira Silver. Q. Are you familiar with the name, John Flaggrin

-- and I apologize, I never come close to pronouncing it right, let's go off the record for this one. (Off-the-record discussion was held.) A. context. Q. I've heard the name, and I'm not sure in what Right now, I'm not recalling in what context. Okay. But as you sit here today, you don't

recall whether or not he was representing Bill Brooks, in connection with the sale of the real estate at 8-2001 and-or Southeast Toyota? A. Q. A. Maybe. Maybe he was involved, I don't know.

Did you have any conversations with them? Not that I recall. I remember the only thing

I heard at the time -- and, again, it wasn't my area of primary responsibility, it was down the road, I remember hearing Mark's name and we were going to bring him on after the real estate transaction. Q. But before the real estate transaction

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closed -A. I never heard it from Kevin, anything, before

that, I never heard from Ira Silver anything that I recall at this time. transaction. I think this was after the

And I recall having some kind of deal with,

I thought it was Mary Jo and another paralegal, a bunch of e-mails going back and forth. Q. A. Mary Jo, who is she? It was a paralegal for Mark, but I'm not sure

if Mark had a change in paralegals or she was on vacation or something, but I was dealing with her on something. Q. A. Q. And what do you recall dealing with her on? I don't recall. So you don't have any specific recollection, as

you sit here today? A. I thought it had to do with St. Augustine,

something to do with St. Augustine. Q. A. Q. But you don't have any specific --- not specific at this point, no. At the time of the 8-2001 acquisition at the

St. Augustine Toyota franchise and the facility, it was a two-step process; correct? A. Q. Correct. And the first step in the process, can you tell In other words, did 8-2001

me what you recall of that?

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take over the operations first? A. Q. A. Q. A. Q. Yes. Before they acquired the real estate? Yes. We acquired the franchise.

What agreement was that; do you recall? Do I recall the specific agreement, no. Were you involved in the drafting or the

negotiations -A. -- the drafting and the negotiations, no. Those

The negotiations would have been Kevin and Tosch.

would be the two people that had the most knowledge of that. Q. Do you recall when that agreement was executed,

when 8-2001 actually went into operating the entity? A. My understanding is the transaction closed on

October 1, 2001. Q. A. Q. Okay. And that was step 1?

Step 1. And step 2 would have been when 8-2001

acquired the real estate; is that correct? A. Q. A. Q. As you're splitting the transactions, yes. Is there anything in between? Well, all kinds of car deals in between. Correct, but that had to do with the

operations.

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A.

As far as the acquisition, right.

We acquired

the franchise and then we acquired the real estate. Q. estate? A. I want to say it was like January or February. And I'm not sure if it was Do you remember when you acquired the real

It was early in another year.

the following year or the year after. Q. A. Okay. I want to say it was like a January, February

time frame. Q. Was that pursuant to a real estate purchase

and sales agreement? A. estate. There was a separate agreement from the real My recollection is the franchise came from

Southeast Toyota and the real estate came from Brooks. Q. I believe you testified earlier that 8-2001

paid approximately 2.7 million dollars for the St. Augustine Toyota dealership? A. goodwill. No, I believe 2 or 2.2 million for the The rest of it would be the fixed assets I don't recall if we

involved, the parts inventory. took any used cars.

I could go back and find my opening

journal entity somewhere. MR. POLLOCK: Number 1. Just let's mark this as Exhibit

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(Exhibit 1 was identified.) BY MR. POLLOCK: Q. Mr. Rosa, I'm putting in front of you Exhibit

Number 1 to your deposition, which is the Amended Notice of Taking Deposition Duces Tecum. And it called for

your deposition to be taken today at this location; correct? A. Q. Uh-huh. And it says duces tecum, so if you look at

the last page, which is Schedule A, I asked you to bring with you, to the extent you have anything in your custody, possession or control, documents pertaining to or relating to either Bill Brooks or Brooks Motor Holdings, LLC; do you see that? A. Q. A. Uh-huh. As well as St. John's Motor Sales? Uh-huh. MR. DeCAILLY: THE DEPONENT: BY MR. POLLOCK: Q. Do you have any documents that pertain at You have to say yes or no. Oh. Yes.

all to those first three requests, in your custody, possession and control? A. Q. Not that I'm aware of. Okay. How about e-mails?

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A. Q. A.

I am unable to locate my e-mails. Is there a reason for that? I have no idea where they are at. I had copied

my e-mails onto a disk, and I can't put my hands on it. Q. When you say copied your e-mails, are you

talking about during the time you were employed by Buchanan? A. Q. A. Q. A. Yes. The Buchanan entities? Uh-huh. Okay. I believe I made at least two copies. And

most of my original disks were turned over to the federal government. Q. A. it. Q. So at the time that you left on December 31, You didn't keep a copy of them? I believe I did, but I can't put my hands on

2003, could you tell me what documents, if any, you took with you? A. I told Mark I copied my computer files, and I

have no original documents. Q. When you said you copied your computer files,

would that include all your e-mails, either sent or received?

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A.

Whatever was in my received.

I believe I

copied the received only. Q. A. Q. Not your sent e-mails? Not my sent. And you saved all of these documents on to a CD

or a number of CDs? A. I had multiple copies, and I'm not sure if the

number was two or four. Q. A. Q. Multiple copies? It was either two or four. Were you able to copy all of your files on to

one CD-ROM or was it a bunch of CDs? A. Q. A. Q. No, two CDs. Two CDs? Yes. When did you turn those CDs over to the

government? A. Q. July of 2008. Okay. So earlier you testified, with respect

to the negotiation or drafting of the agreement between 8-2001 and Southeast Toyota for the operations of the St. Augustine dealership, you were not involved in that, that was primarily Kevin and Mr. Tosch right? A. Q. My understanding was it was Kevin and Tosch. With respect to the purchase of the real estate

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by 8-2001, were you involved in that aspect? A. financing. by Tosch. Q. A. Do you know -The in-house work would have been handled by I have a Only tangentially, doing the leg work on the The rest of the work would have been handled

Tosch, and I don't recall who was outside.

recollection of some involvement with Mark's firm, but I'm not sure what the exact scope of that was. It was

right about that time frame, where I started having some correspondence. Q. And as you sit here today, you don't recall

whether or not 8-2001 was represented by outside counsel? A. Q. I don't recall. On which deal?

With respect to the October 1, 2001

acquisition. A. I don't recall, but if there was legal fees

involved, probably would be in the closing statement. Q. estate? A. Q. I don't recall. I'm going to take a step back. In preparation And with respect to the purchase of the real

for your deposition today, besides talking to your lawyers, did you do anything else to prepare for today's

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deposition? A. Yeah, I went looking -- I read this document I went through my I did a

and the first one you had sent me.

computer disks, and I did a search on Brooks. search on -- nothing turned up there.

I did a couple of

other searches and nothing that I thought fit came up. And I looked for my e-mails, and I couldn't find them. And even when I could find my e-mails, I didn't have the correct software to access them. Q. A. Q. A. You said you did a search on Mr. Brooks? Uh-huh. Anything come up? Brooks? Yeah, but it was a different Brooks.

Everything that came up was a different Brooks. Q. And did you inquire as to the allegations in

this lawsuit that we're here today? A. Q. I'm sorry? Did you inquire at all about the allegations of

the subject lawsuit? A. Q. Inquire as to the allegations. From anybody. From who?

Did you ask to see a copy of the

complaint? A. Q. No. You didn't read the complaint before you came

here today; correct?

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A. Q. A. Q. A.

I've never seen the complaint. Have you spoken to Bill Brooks before today? I've never spoken to Bill Brooks. Have you ever spoken to Mr. Brooks' lawyer? I recall a phone conversation, a brief one,

with an attorney that I was told represented Mr. Brooks. Q. Is that Paul DeCailly, the gentleman sitting to

your right? A. Q. A. I have no idea. When was that conversation? It was on a Saturday. I received a call from And he had a gentleman And we

Doug Lyons, who is my attorney.

on the phone that he said was Brooks' attorney.

had, I'm going to call it a light discussion about -- I was there and would I be willing to be a witness basically, yeah. Q. A. What else was discussed in that phone call? Just that I recalled that Mark would be coming

on board, I was told Mark was going to come on board after the transaction closed and I had heard that from Kevin and Ira Silver. And the comment about Brooks'

attorney needs to convince his client to sell the real estate, and I heard that many times. Q. A. Okay. Beyond that, I'm not sure I can recall

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anything. Q. Did Mr. Brooks' lawyer tell you that Mr. Brooks

was suing Mr. Ornstein and his law firm? A. Yes. Or if I didn't hear it from him, I heard

it from Doug. Q. And did anybody tell you why Mr. Brooks is

suing Mr. Ornstein and his firm? A. surmise. Q. A. Q. You didn't ask anybody? Not really, no. Did you meet with your lawyers to prepare for No, I'm not sure. I could only guess or

today's deposition? A. Q. A. Q. I had some telephone discussions. Any meetings in person? No. When was the last telephone conversation you

had with your lawyers to prepare for this deposition? A. Q. A. Friday. How long did that phone call take? I'm not sure. The phone call got interrupted a

couple of times. Q. A. sure. Would you say it was more or less than an hour? I don't know, I could check my phone. I'm not

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Q.

As you sit here today -- it's only a couple

days later -- do you think it was more or less than an hour? A. I think that all the phone calls together would

be at about an hour, maybe a little more. Q. A. Q. Who else was on the phone call? Just Marsha Lyons and myself. Did you do anything else to prepare for today's

deposition? A. Yes, just looked through some notes and some

documents that I had prepared to file with the federal authorities, that would refresh my memory as to certain things that went on. I mean, most of this I haven't

thought about in years and if I went through my federal filing, I had -- if I'm looking at one entity, that might remind me of something that went on with another entity. It kind of helps you re-live that time period. Q. I just want to go back for a second to the

phone call you had on Saturday with Doug Lyons and Mr. Brooks' lawyer. A. That wasn't this Saturday, it was on a Saturday It was a long time ago.

probably two plus years ago. Q. Okay.

Do you recall anything else about that

conversation? A. No, I don't.

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Q.

Do you recall whether or not Mr. Brooks'

lawyer made any statements that Mr. Brooks was suing Mr. Ornstein, based on a conflict of interest. ever heard those words? A. I either surmised it would be a conflict of Have you

interest if a client is suing his attorney or it was malpractice, although I do recall something about a conflict. If you asked me to guess, and I'm not sure

what the basis would be, I believe I probably have heard that somewhere, that there was a potential conflict. Q. Okay. I don't want you to guess. If you can And

specifically remember, I want you to please tell me.

if not, you can say, I don't recall, that's a perfectly acceptable answer. A. Q. But I don't want you to guess.

I don't recall for sure. Okay. Are you familiar with the entity, City

Automotive O.P., Inc.? A. Q. A. Q. Uh-huh. What type of entity was that? It was an S corporation. Was it an entity formed for purposes of a car

dealership? A. It owned a car dealership, it owned a

franchise. Q. Is that company still in existence?

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A. Q. A. Q. A. Q. A. Q. A.

No, that company was dissolved. Okay. It was dissolved last year; correct?

2011, yes. You were the treasurer; correct? Correct. And the president was John Galeani? Yes. You're still working with John; correct? Yes, I am. John was kind enough to give me the

day off to come here. Q. A. Q. A. Q. A. How about Pal-Kal Associates, Inc.? Uh-huh. Were you involved in that entity? Yes. What was your role with that entity? I initially helped get the company up and

running, and I stepped out. Q. A. Q. A. Q. What was the company's business? It owned a Tuffy franchise, a repair shop. Did you have an equity interest in the company? No, I did not. How about with respect to City Automotive O.P.;

did you have an equity interest in that company? A. Q. No, I did not. Getting back to Pal-Kal for a second, you said

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that was a repair shop for Tuffy? A. Q. A. Q. A. Tuffy, T-U-F-F-Y, uh-huh. And what is Tuffy, a repair shop for what? General, light automotive repair. And who owned that company? At the time of formation, it was owned by

Richard Thomas. Q. And did Richard Thomas continue to have the

equity interest in the company until it was dissolved on September 23, 2011? A. I'm not going to answer any further questions

regarding that entity, on the grounds of accountantclient privilege. Q. entity? A. Q. employee? A. Initially, to help get it started, I worked for After a point in time, yes. Were you retained by the company; were you an So you rendered accounting services to this

the company and then my relationship changed. Q. A. So you had a W-2 or 1099? No, I never received a W-2. I basically

gave -- I helped a friend out initially, then stepped back and became his outside accountant. up and running, get the thing organized. I helped him get

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Q. A. Q. A. Q.

But you were an employee; correct? Technically, yes. The entity that employed you was Pal-Kal? Pal-Kal. Then there came a point in time when you were

no longer employed by them? A. Q. A. Correct. And when was that? A couple of weeks after. I helped with the

initial registration, the formation of the entity and what not, in an employee capacity, and then that ended, and I became the outside accountant for the entity. Q. A. Q. A. Q. Did you draft the Articles of Incorporation? I assisted Richard with it. Richard Thomas? Richard Thomas. Then after the entity was formed, what was your

involvement? A. I became his outside accountant in about

January, maybe February. Q. So even when you were employed with all these

other entities, you continued to have an independent, outside accounting firm, where you rendered accounting services to private clients? A. To help these two friends, yes.

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Q.

Did Richard Thomas ever have litigation

involving Vern Buchanan? A. Q. A. Yes, he did. What was that about, if you know? I recall when Richard asked me if I would be a He told me that he wanted to look for

witness for him.

performance on a contract. Q. Did Richard, in fact, file a lawsuit against

Mr. Buchanan? A. Q. My understanding is he did. Did you see a copy of the complaint? MS. LYONS: This is so far afield, I just -I mean, it's

you know, this is just ridiculous.

1:30, we've been in deposition for like three hours, what does this have to do with the case? MR. POLLOCK: duly noted. You know what, your objection is

I would just ask you don't have any You can object to the form,

speaking objections.

but your objection is noted. MS. LYONS: on? It's 1:30. MR. POLLOCK: MS. LYONS: on? MR. POLLOCK: Let me go through my notes and We can take a break. How much longer is this going to go

How much longer are you going to go

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talk to my client, but probably another hour. MS. LYONS: Let's take a brief break then.

If we are going to be an hour, I would rather -instead of taking a lunch break, I would rather work through and get it done. MR. POLLOCK: Let me talk to Mark for a second,

and if it's going to be more than an hour -- Paul whispered he needs at least ten minutes. Let me

talk to Mark and confirm that because I don't want to tell you an hour and keep you here for -- let me confirm with Mark and I'll e-mail you. (A recess was taken.) BY MR. POLLOCK: Q. Mr. Rosa, before we took a break, you

testified that Mark Ornstein, it was your understanding that Mark Ornstein was Don Jenkins' personal lawyer; correct? A. Q. Correct. And you testified that Mark Ornstein did not

represent the Buchanan group until after the closing of the real estate by 8-2001 from Mr. Brooks; correct? MS. LYONS: A. Object to the form.

Prior to that, I recall Jenkins wanting to use I do not -- I had

Mark for some transactions in Ocala.

stated this earlier in my deposition, I do not know if

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Mark actually did so.

I recall thinking about it at the

time, why would Don want to use Mark and incur fees when Tosch can handle these matters and not incur costs for outside counsel. not. I do not know if Mark was involved or

I recall the conversations with Jenkins and with, I

believe, Ira Silver and with Tosch. Q. Okay. But as you sit here today, you're not

aware -- you don't have any personal knowledge whether or not Mark Ornstein was involved in any of those transactions that Mr. Jenkins wanted to use him in; correct? A. Q. Correct. And I believe you testified that your personal Am I correct that

knowledge is that -- strike that.

you testified earlier that, with respect to the 8-2001 acquisition of the St. Augustine Toyota dealership, the actual operations and the real estate, that Mark Ornstein did not represent 8-2001 in connection with that acquisition? A. I am not aware of Mark being involved with the

acquisition of the franchise. Q. Okay. MR. POLLOCK: Can you read that answer back.

(Read-back by the court reporter.) BY MR. POLLOCK:

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Q.

With respect to the real estate, do you have

any personal knowledge that Mark Ornstein represented 8-2001 with respect to the real estate? A. I recall some discussion and some involvement

with his firm, and I don't recall the details at this point in time. Q. Okay. So let's talk about some of those

discussions.

Do you have any e-mails or anything in

writing that memorialized those discussions? A. Q. A. them. I might, but -Where would they be? They would be on my e-mails, and I cannot find And if I could find them, I wouldn't have the I just copied the directory.

software to access them. Q. Okay.

Were these telephone conversations that

you had or were these meetings? A. meetings. Q. A. So you had a one-on-one meeting with -Not with Mark, when I heard -- when Mark's It would have been telephone and one-on-one

named was used, it would have been Tosch and Ira would have been involved. Q. But my question is different. With respect to

8-2001's acquisition of the real estate, you testified earlier that John Tosch was involved in representing

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8-2001 as in-house counsel; correct? A. Q. Correct. You testified that you weren't sure whether or

not 8-2001 also had outside counsel representing it, with respect to the acquisition of the real estate; correct? A. Q. Correct. Now, that outside counsel was not Mark

Ornstein; correct? A. You're asking me about an outside counsel, and I'm confused by your question, sir.

I don't recall. Q.

Well, you testified that it was clear that

Mark Ornstein was not representing 8-2001, with respect to the acquisition of the facility. belief? A. No, I recall there was some kind of That's your

involvement, I had some kind of discussion, and I don't recall the details. Q. A. You don't remember? I remember a conversation where Tosch called

me into his office, had something to do with the real estate. And I remember Mark talking about his good

friend, Gary Smith, from Smart Choice and I -- boom. Okay, so I remember that conversation because I know Gary Smith, and I remember that conversation. And then

I remember I had to get some stuff back and forth with

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the closing and that's it.

And if Mr. Ornstein is

representing Brooks and he's facilitating the closing or working on the closing, that -- I don't know, it could be -- that would make sense to me, that I would be dealing with him. that I remember. Q. Now, there is one telephone conference that I'm just trying to recall the facts

you had, you just told me, with John Tosch and Mark Ornstein. A. with Mark. Q. When did that telephone conversation take Uh-huh. That was the first time I ever spoke

place; do you recall? A. I believe it was December -- if the real

estate closed in the January, February time frame, that conversation would have been about December. Q. A. About a month before the closing? Or so, yes. I'm not sure of the date of the That might help me refresh my

real estate closing, sir. memory. Q.

If I told you February 6, 2003, does that

refresh your recollection as to approximately when the real estate closing occurred? A. If it occurred February 6, 2003, then I recall

the conversation, that I was called into Tosch's office,

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and I was working on the real estate acquisition.

And

working on the real estate acquisition, my involvement would be the financing. And the reason why that would

stick out in my mind, besides mentioning Gary Smith, is I remember thinking -- I always take the week between Christmas and New Year's off to spend time with my kids. And I remember thinking, oh, oh, in order for me to get the financing done, this could impact my vacation time with my kids. I recall that. And that was in the back of my mind, and Knowing when it closed, I remember what And

I was thinking at the time in the chain of events.

I remember dealing, speaking with Mark on the phone. Q. A. Q. A. Is this a separate conversation? No. This is one with John Tosch? The one with John Tosch. I remember speaking

with Mark on the phone.

And I remember we were working

on the real estate transaction, and I recall that it was the real estate transaction in St. Augustine. Q. call? A. Nope, other than Tosch -- other than Mark -- I But do you remember any specifics about the

remember Mark mentioning Gary Smith's name. Q. A. That's S-M-I-T-H? S-M-I-T-H. I remember Tosch telling me to work

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through Ornstein's firm for the closing, and he would be a better person to talk to than me. Q. Do you remember anything else about that

conversation with John Tosch in his office? A. Q. At this point in time, no. Do you recall -- was your understanding that

Mr. Ornstein was representing Mr. Brooks? A. I thought -- I had said this earlier. I had

thought he was functioning more like a transactional broker. Like in the house, if you went to buy a house,

the real estate agent is going to try to step out of the food chain and represent the transaction, more like a title company would. And I got the impression Mark was

actually on both sides of the transaction. Q. A. What do you mean by that, I'm confused. Well, if I'm getting my information over to

Mark and John tells me to work with him, it's not like it's an adversarial relationship. as adversarial. I didn't construe it

Remember, I've got Kevin Brodsky telling

me we're going to bring Mark on board after the real estate closes. So this was after Brodsky kept telling me, a couple of occasions and one time he just went on and on about it, that he had to get the real estate, he had to get the real estate. And then he tells me, we're going to

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bring Mark on board after we get the real estate. Ira Silver came back and told me the same thing.

And And

perhaps their recollections would be better than mine, sir. Q. Did Mr. Ornstein receive any broker's fee as a

transactional broker? A. Q. Not that I'm aware of. Did you know, in fact, that Mr. Ornstein

had represented Bill Brooks in connection with the St. Augustine dealership? A. At that point in time I knew there was a

connection between Brooks and Mr. Ornstein, but, you know, that wasn't my concern, I worked for Vern. My

concern is worrying about Vern and Vern's interests. I didn't think twice about it, I'm looking at this as a friendly transaction, based on Tosch's instructions to me. Q. And John Tosch never told you that

Mr. Ornstein was representing 8-2001 in connection with the acquisition? A. Q. A. Q. Correct. He never told me that.

In fact, nobody told you that; correct? Correct. You also just stated that Mr. Tosch told you to

work through Mark Ornstein's firm?

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A. Q. A.

Yes. During that conversation in his office. That would have been after the conversation

with Mark was over and he wasn't on the phone, getting whatever we need for the closing work through Mark's office. Q. And with respect to the conversation in John

office, I'm not clear what was discussed, with respect to the real estate acquisition. A. Q. Well, if -By the way, if you don't recall, that's fine,

but if you have a specific -- if you have a specific recollection, then I want you to tell me. A. details. Q. At this point in time I don't recall all the I haven't had to think about this for years. Okay. Well, you just said you don't recall I'm asking if you recall any of the

all the details. details. A.

Other than what I stated earlier, no, otherwise

I'd tell you. Q. Okay. But everything you just told me about,

with respect to that meeting, nothing had to do with the actual real estate transaction. You told me about that You told me about

Mr. Ornstein referenced Gary Smith.

your concern about working between Christmas and New

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Year's. A. I recall the whole purpose of that conversation

was to talk about the real estate closing. Q. A. recall. Q. Mark was handling the closing. On behalf of And what, specifically, was discussed? Mark was handling the closing, that's what I

Mr. Brooks? A. The closing, just was handling the transaction,

to get to them whatever information they needed or whatever was necessary for that. Q. A. Do you have -Getting it done. Did Tosch say this is Brooks'

attorney and we're adverse to him, no. Q. But Tosch also didn't tell you that Mark

Ornstein was representing 8-2001; correct? A. Q. Correct. At the time that you had this conversation

with Mark Ornstein and John Tosch in John Tosch's office, you knew that Mark Ornstein had been representing Bill Brooks; correct, with respect to the St. Augustine dealership? A. Yes, and I also believed he was coming on

board with us. Q. Did you ever have that discussion with Mark

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Ornstein prior to the closing? A. Q. No. Do you know if -- strike that. Were you

present when anyone else had that discussion with Mark Ornstein, prior to the closing? A. Q. No. That's just based on information that was told

to you by Kevin Brodsky and Ira Silver? A. Q. Correct. Did Kevin Brodsky and-or Ira Silver tell you

specifically when Mark Ornstein would be coming on board? A. Q. A. Q. A. Q. After the real estate transaction was closed. Did they say a month later or a year later? No. Did they tell you what the terms would be? No. Did they tell you whether or not they discussed

remuneration with Mark Ornstein, how he was going to get paid? A. Q. Nope. And prior to the real estate closing, your

understanding was that Mark Ornstein had represented Don Jenkins, in connection with his involvement in the other dealership; correct?

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A.

My understanding was that Mark was Don

Jenkins' attorney and John wanted to use him for other transactions inside the entities that Vern owned or controlled 51 percent of. happened or not. Q. Okay. Now, you also -- just getting back, you I do not know if it actually

said that Mr. Tosch made a statement that he wanted you to work through Mark Ornstein's firm. A. Through Mark and his office. Through Mark and

his office or Mark and his firm. Q. Okay. Now, we don't know the date of this

telephone call that occurred in John Tosch's office. A. No, but all you have to do is check the phone It's going to

records between Mark's firm and Sarasota. be a toll call for somebody. Q.

I'm sure there's more than one phone call if But be that as it may,

you go back on the phone records.

after that phone call in John Tosch's office, and you don't recall the specifics of what was discussed. A. no. Q. Did you have a follow-up telephone conversation Beyond what I told you, no. At this point,

with Mark Ornstein directly? A. Q. No. Regarding the St. Augustine dealership?

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A. Q.

No. And did you have any follow-up conversations

with anybody in Mark Ornstein's firm after -A. I recall talking to his paralegal on that I believe Mary Jo, and

matter and some other matters.

I believe she was on vacation for a couple days, and I dealt with somebody else. people. I remember talking to two

One might have been an attorney, I don't know,

but at least two women at Mark's firm that I dealt with. I recall Mary Jo. Q. Okay. After the Tosch office telephone call,

tell me, please, the next phone call that you had with Mark Ornstein's firm regarding the St. Augustine Toyota dealership. A. Q. I'm not sure I recall what the next one was. Do you have any specific recollection of any

of the telephone calls that you would have had after the telephone call from John Tosch's office? A. Q. At this time, no. You testified a second ago that you had

telephone discussions with Mary Jo and someone else at Mark's office regarding St. Augustine and other matters? A. Q. Uh-huh. What other matters are you referring to?

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A.

I recall something for Jenkins that I -- I And

was working with or needed to work on something.

it might have had to do with something Ira Silver was dealing with that -- there was some kind of settle up or something that took place, I want to say around the April, May time frame, where Ira went up to Ocala and went through the detail of what was running through the books up there. And there was a cash adjustment of

something that needed to get done, and I recall that was around April or May. Q. A. Of what year? That would have been around 2003, I believe.

And I recall it was after tax season, and Ira, Vern and myself went out to lunch. Q. A. Q. A. So that would have been after the closing? Long after the closing. Okay. The months might be running together a little

bit with me on that point. Q. Do you know when Kevin Brodsky was first told

about the St. Augustine Toyota dealership? A. Q. 2001? A. No. No. Do you know whether or not it was the year

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Q.

Do you know how Kevin Brodsky first learned

about the St. Augustine Toyota dealership? A. He told me he heard about it through his rep,

and I believe that was Tom Badia. Q. A. You said through his rep? His rep or the former rep. They change them

periodically. Q. A. Q. A. Q. You said that was Tom? Badia. How do you spell that? I believe it's B-A-D-I-A. Did Kevin tell you what Tom had told him

regarding the St. Augustine Toyota dealership? A. Q. A. I only have a vague recollection. What was it? That the dealership was available or was He had

coming available, and Kevin wanted to get it.

been waiting for it to come available, been following it for a while. And that's when I started working on

pro formas and started working on evaluating the transaction or the potential of the dealership for him. Q. Now, did Kevin tell you that Tom informed him

that the dealership was available or that the dealership would become available? A. Would become available.

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Q.

And just so the record is clear, when we say

the dealership, are we referring to the St. Augustine Toyota -A. Florida. Q. A. Q. Okay. Have you spoken to Ken Czuba, C-Z-U-B-A? -- the Toyota franchise in St. Augustine,

Ken Czuba with Southeast Toyota? Right. Have you spoken to him regarding the

St. Augustine dealership? A. Ken. Q. A. Q. with Ken? A. Q. A. Q. A. Q. No. Did you have any? I met the man. How about Lodge Webber? I believe I remember Lodge. Did you have any communications with him What was that? I just don't recall. Do you recall any specific conversation you had There would have been some involvement with

regarding the St. Augustine dealership? A. name. I need to be able to place the face with the

Did Lodge -THE DEPONENT: Mark, was Lodge the guy with

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the long, blonde hair? MR. ORNSTEIN: THE DEPONENT: I don't remember. If it was, I definitely did.

Did he have two kids tragically killed in a car accident, was that him? MR. ORNSTEIN: THE DEPONENT: I don't know. If it was, that was one of the

people we would have been dealing with. BY MR. POLLOCK: Q. Do you have any specific recollection of

conversations you would have had with him? A. That would have involved the comments regarding

Brooks, and he would have been there for some of it and whoever was with Lodge. Q. A. face. years. Q. You testified earlier that the acquisition by How about Taylor Ward, W-A-R-D? The name sounds familiar, I'm not placing the

And I haven't had to think about these people in

8-2001 was a two-step process; correct? A. Q. Uh-huh. First they entered into a management agreement,

where they managed the dealership; is that correct? A. No, I recall the closing on October 1st. And

then the second step was the acquisition of the real

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estate.

If there was a management agreement that was

involved, I don't consciously recall that at this point. Q. Were you involved in determining the

purchase price that 8-2001 eventually offered for the dealership? A. I remember some discussions with Kevin Kevin wanted to bid one number And then

regarding the goodwill.

and then he was told that they had to come up.

he increased the number to the number Southeast Toyota wanted, and we got the franchise. Q. And when Kevin increased the number, did you

do any analysis to determine whether or not that number was a fair number? A. I remember doing a cash flow to see if we

paid that amount with the dealership cash flow, based upon what Kevin thought he could do with the dealership. So in that regard, if it will cash flow to a car guy, it's a fair number. From an accounting perspective, you

know, a fair number is a very vague term. Q. I understand that. But you made a statement

that you determined that the purchase price would be able to be supported by the cash flow, based upon Kevin's expected numbers; correct? A. Q. Correct. It was not based upon the cash flow from the

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prior historical inspection; correct? A. Q. Correct. So in order for the entity to be able to pay

the purchase price, it was relying on Kevin Brodsky to be able to increase the dealership's revenue and their profits; correct? MR. DeCAILLY: A. Objection as to form.

Normally when you buy a business, you buy it

based on what the seller did, and you do not pay for what you bring to the table. So in that regard, Kevin The only way to

may have overpaid for the dealership.

determine the true value of the deal would be -- in my opinion, would be in an open and fair bidding process, which this clearly wasn't, based upon what was told to me. Q. So is it your testimony that you believe that

a bid was necessary to determine the purchase price? A. Q. that -A. I believe that in a free-market system, if You're asking me for an opinion, sir? Yes. You just testified that you believed

you don't have a fair bidding price, I can't see how you could determine the true value of the dealership. Q. And do you know whether or not other people bid

on the dealership?

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A.

The only one I was aware of was the bid that I

was told came in from John Galeani. Q. Okay. And if I told you that other people bid

on the dealership at prices above what John Galeani offered -A. Q. A. Q. I have no knowledge. -- you have no knowledge? No knowledge. Okay. But with respect to the price that

8-2001 paid, it was based on the expected cash flow from numbers that John Tosch believed he could obtain? A. Q. A. No. I'm sorry, Kevin Brodsky. No. The bid was based upon what Kevin told me

his contacts at Southeast Toyota said he would have to bid, that they would give him the dealership for. Then

I went back and determined that the cash flows would indeed support that number. Q. Okay. Your understanding is that Southeast

Toyota told Kevin Brodsky, if you want the dealership, the price is X? A. That is exactly what Kevin Brodsky told me,

sir, on more than one occasion. Q. I didn't like the way I said it, I'm going to It's your understanding that Southeast

rephrase it.

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Toyota told Kevin Brodsky the purchase price for the St. Augustine Toyota dealership if he wanted to acquire it? A. Yes. Kevin told me that they would tell him. Kevin told me he had

Kevin told me they did tell him. to come up with more money.

Kevin told me, if I got, I

believe the number is either 2 million or 2.2 million, they would give me the dealership. These are all several

different statements and several different conversations, and I recall them all, sir. Q. And as far as you know, the purchase price

that was mandated by Southeast Toyota to Kevin, that was not open for negotiation, that was simply Southeast Toyota saying to Kevin, if you want the dealership, it's going to cost you X amount of money? A. Q. That is my understanding, sir, yes. And then that purchase price, in your opinion,

could not be supported from the cash flow, based upon historical financial numbers from Bill Brooks; correct? A. Q. that. I never saw Mr. Brooks' numbers, sir. Okay. Were they substantiated by -- strike

It was your opinion that the purchase price could

be substantiated by the numbers that Kevin Brodsky provided to you, that he believed he could obtain? A. When you say substantiated, we could service --

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we could cash flow the dealership. of things that go into that.

Now, there's a lot

We could cash flow the

dealership because of Vern and Kevin's ability to obtain low cost capital. The loans we were able to get and the

terms on those loans, my understanding, were pretty good. So to make the dealership cash flow, it's not only a function of purchase price, it's also a function of the cost of your financing. If you have a lower cost of

capital, you have a lower hurdle to get over. Q. So it's a financing cost, but it's also

determined by the net sales and the net profitability of the dealership as well; correct? A. Q. They were all factors, yes. Okay. So when you did your analysis on the

purchase price, by 8-2001, did you come to any opinion that it was a fair price? A. Kevin felt he overpaid, but he was willing to Kevin did make that comment

do it because he wanted it. to me.

Was it a fair price, I can't say, and there was

unique things about that transaction. Q. When Kevin told you he felt that he overpaid,

did you agree with him? A. Well, you have to look -- you have to look at And from what I recall,

the financing that was received.

there was either no cash or very nominal cash out of

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pocket by the owners.

In other words, there was a loan

to the shareholders from the company providing the financing, and that loan was then put into the capital of the company. So if you've got Southeast Toyota

looking at a franchise document that says the owners are putting in cash equity of a certain amount, and you have that finance company, World Omni, loaning money to Kevin and Vern to put in and they call it equity when it's actually a loan to the shareholders, they're getting that dealership for no money down. deal, sir. Q. But Kevin still told you he felt that he That's a pretty sweet

overpaid for the dealership? A. That's Kevin's personality. If Kevin would

have paid a dollar -- I believe he felt he paid too much. Q. Okay. Anyone else tell you they felt they

overpaid for the dealership? A. Q. No, sir. Did Kevin tell you whether or not he felt he

overpaid for the real estate, or are you including the real estate along with the franchise? A. Q. A. No, I'm talking about the franchise, sir. How about the real estate? I do not recall any discussion on the real

estate, whether the price was too high, too low or just

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right. Q. A. You were not involved in the --- no, I just don't recall any discussion,

commentary on the price. Q. I believe I asked you this question before, but You testified that you were not

I just want to confirm.

involved in any of the negotiations for the purchase of the real estate; correct? A. Q. Correct. And I'm referring to the real estate at the

St. Augustine Toyota dealership. A. Uh-huh. Correct, and that's how I took it.

I wasn't directly involved in any of the negotiations. Q. Right, rather, you were involved in obtaining

financing? A. I was involved with some aspects of the The point person on that transaction was

financing. Tosch. Q.

I supported Tosch. Earlier on you said that you had a meeting with

Mark Ornstein and Doug Lyons; correct? A. Q. Yes. You said that you specifically requested that

John Tosch not be present? A. Q. Correct. Why is that?

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A.

I didn't feel that Mr. Tosch being present

would be conducive to an open and honest discussion. I didn't feel that Mr. Tosch, who had been somewhat sadistic towards me during the time that I worked for him, wouldn't be conducive to a positive environment. Q. Tosch? A. Q. A. For the man, no. What has he done? I felt he was somewhat sadistic in his I felt like they were driving me For what he's done, yes. Do you have a personal dislike for John

treatment towards me.

out of the organization for at least the last year I was there. Q. You said you left the organization on

December 31, 2003; correct? A. Q. A. Q. A. Q. Correct. Was that an involuntary or voluntary leave? That was involuntary. Involuntary. I was driven out of the organization. Were you fired or did you submit a letter of

resignation? A. I never submitted a letter of resignation.

Vern made it clear he wanted me out, and Tosch told me so. And they had already hired Chris Narvaez, and he

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was my replacement, and I left. Q. Were you provided a reason why you were

terminated? A. It changed. Tosch told me one thing, Vern told

me it had nothing to do with it. Q. What did John Tosch tell you the reason was for

your termination? A. He told me I had embarrassed Vern with an And then

individual and that Vern then wanted me to go.

I apologized to Vern, and Vern told me it had nothing to do with that. Q. A. Mills. Q. Did you get the specifics of how you Why did you apologize to Vern? John told me I embarrassed him with David

embarrassed him? A. I had mentioned something to David Mills about

Tosch's sadistic behavior and David Mills repeated it to Vern on Vern's boat. And Vern said something to Tosch

and said, time for Sal to go. Q. And did Vern Buchanan give you any other reason

different from what John Tosch told you was the reason for your termination? A. No. I went in, and I had requested an exit And I talked to Vern and one of the

interview with Vern.

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things I -- Vern, I'm sorry I embarrassed you with David Mills, and John told me that's part of why you're letting me go. And Vern just looked over towards John's office,

and he had a very angry look on his face and he said, Sal, that had nothing to do with it. And Vern wanted

to make sure I was coming over to his house for the Christmas party, I had lunch with Vern and his wife, and we parted company. Q. Do you have a personal dislike for Vern

Buchanan, as you sit here today? A. Not at all. And I told Vern, I thank you for

the opportunity.

When I met with Vern -- and one of the

reasons why I requested the exit interview was one of the things -- when you're leaving an organization, make sure you know what kind of reference you're going to get. So I talked to John, I said, John, what kind of reference would you folks be able to give me? And Tosch told me

that it's going to depend on how Vern feels at the time. And instinctively I knew, okay, I'm being coerced, and they're going to hold the ability for me to get work in the car industry based upon when I leave the organization and what I say and do afterwards. So I requested a meeting with Vern, I went in and we had that discussion. I also made it clear to Vern

that I appreciated his willingness to give me a

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reference, which he told me he would anytime, to just call. And I had assured Vern I would keep my mouth I had to

shut about what I saw at the organization. worry about feeding my two kids.

And as I had said

before, there were some improprieties that predated my work at the organization, my employment at the organization, that went on, and I already gave you a small indication. Q. A. Q. A. Q. A. Q. A. Q. And I told --

Did Vern give you a reference? He told me he would. Did he? Not a written one. Did he give a verbal reference? He told me he would give me a good reference. And do you know whether or not he did? No, I do not. Do you know if Vern helped you in any way get a

job after you left? A. Q. A. Q. A. No, I do not. Was there a hesitation there? Yes. Because? Because one of the things that I had been

concerned with was that I had two employment opportunities dry up very fast. And what I was concerned

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with was, was I being blackballed by Mr. Buchanan or by somebody in his organization. So earlier I had mentioned

that there was some courses of action that I potentially had against Buchanan. I know, from what I had learned when I worked for Mr. Buchanan in Sarasota, that a fixed operations director there, Paul Levine, was blackballed by Vern in the organization, I heard it from numerous people. I

spoke with Paul Levine as recently as several months ago. It had gotten back to Paul that Vern had blackballed him in Sarasota, and he had to go to Orlando to get a job. I knew of the difficulty that Richard Thomas had in locating jobs. I knew he had had some employment I knew that Don Whittaker had And each of these

opportunities evaporate.

some difficulty getting some jobs.

individuals had the question in the back of their minds, that they expressed to me, was it Vern. Now, when I left the Buchanan organization, I elected Cobra. organization. And I was up working for the Carl Black And Blue Cross Blue Shield sends your

cards, when you elect Cobra, to your former employer. So I called over to Teresa Martin, looking for my Cobra cards, and Teresa Martin told me that Chris Narvaez had taken them. So I called Chris Narvaez. And he told me I could

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not have my Cobra cards until I signed a resignation letter. And Chris Narvaez and Sherrie, who was the

bookkeeper for Auto Central Services, Inc., told me the same thing. They routinely called my employer, Carl

Black, they routinely sent a fax resignation letter to that fax, they routinely said to the people at the Carl Black organization that I needed to sign it. Q. A. Did you sign it? Of course not. And I called Vern, looking

for my Cobra cards.

And Vern wanted me to sign a

resignation letter and asked me why I wouldn't sign it. I said, Vern, number 1, it wouldn't be true for me

to sign a resignation letter, you drove me out of there. You see, I considered being fired by a tax cheat and a conspirator to evade U.S. taxes as a badge of honor. And I told Vern it would not be true for me to sign a document, and I refused to. I bear no ill will towards Vern. I bear no ill will

towards Tosch, I bear no ill will towards Mark Ornstein. I do not know Mr. Brooks, I've never talked to him. Vern assured me I could get my Cobra cards, I needed to get prescriptions filled for my son. And why Vern would

deny medical treatment for a six year-old -- and I needed to get prescriptions filled for my wife. I still don't

bear ill will for Vern, I just wanted my Cobra cards, I

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wanted to go on with my life. Q. A. Q. A. Did you do that? I tried to do so, as best I could. Did you get your Cobra cards? It came a few days after Vern promised me I And when I

would get it, but I eventually got it, sir.

reported Vern to the United States government for tax evasion and conspiracy, there was no animosity, I just did what I had to do. I just did what I felt was right

as a citizen at the time. Q. By reporting him, do you stand to gain a

financial windfall? A. filed it. Q. When did you make that report -- strike that. Potentially. It has nothing to do with why I

When did you report Vern Buchanan to the IRS? A. Q. July of 2008. That was after your meeting with Mark Ornstein

and Doug Lyons; correct? A. CQ Q. Correct. During that meeting with Doug Lyons and Mark

Ornstein, did you demand money? THE DEPONENT: MS. LYONS: Marsha?

I'm going to object to any

communications that were done during confidential

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settlement negotiations. BY MR. POLLOCK: Q. Okay. I'm a little bit confused because I

thought you testified earlier, Mr. Rosa, that you testified that Mark Ornstein wanted to meet with you because you were a witness in other pending litigation. A. Q. Yes. So that's not -MS. LYONS: What we discussed was, and what

the parameters were that we discussed earlier is the fact that a meeting took place and that Mr. Rosa was asked to be there, out of the number of clients that were being represented in connection with the pending or upcoming litigation, and that there were settlement negotiations and that, you know, that took place, but we are not going to discuss any specifics as to what went on during those confidential settlement negotiations. MR. POLLOCK: I believe also that Mr. Rosa

testified that there was another lawyer who was present or another individual, but he didn't recall whether or not he represented anybody or not, Mr. Zipper. MS. LYONS: That's Mr. Zippen, Phil, who is He was

an attorney, and he does represent people.

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an attorney who was representing a number of the clients. clients. This was a meeting regarding a number of And he was participating as the attorney,

co-counsel in connection with these negotiations. MR. POLLOCK: Okay. Just so I'm clear, you're

instructing Mr. Rosa not to answer the question? MS. LYONS: MR. POLLOCK: Yes. Okay. I'd like to certify that

question because I don't believe there's a proper basis for not answering. THE DEPONENT: Marsha, I believe I've already

answered that question when I told them I had several courses of action. BY MR. POLLOCK: CQ Q. I don't think so, sir. Specifically, did you

demand millions of dollars from Vern Buchanan in that meeting? MS. LYONS: Same objection. I'm also

instructing the witness not to answer. MR. POLLOCK: advice? THE DEPONENT: MR. POLLOCK: question as well. BY MR. POLLOCK: Of course I am. Okay. I'd like to certify that Are you going to follow Marsha's

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Q.

Just so I'm clear, so you did not report

Vern Buchanan to the IRS until after this settlement meeting that you referred to; correct? A. Q. Correct. Earlier on you testified that you had a phone

conversation with Doug Lyons and Mr. Brooks' lawyer, and you didn't recall whether or not it was specifically Paul DeCailly, the gentleman sitting next to you, but you did have that conversation about two years ago; correct? A. Yes. Some time ago. I'm not sure of the exact

time frame, but it was a while back. Q. Okay. Was that conversation before or after

this settlement meeting with Doug Lyons and Mark Ornstein and others? A. Q. After. Did you contact Mr. Brooks' lawyer or did he

contact you? A. phone. Q. contact? A. Q. I have no idea. You don't know. And aside from that one call, But did Doug call him? Who made the initial Doug called me with the gentleman on the

you had no other discussions with Mr. Brooks' lawyer;

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correct? A. Q. Correct. Do you know, sir, whether or not your lawyer,

Doug Lyons, whether or not a Bar grievance was filed against him -A. Q. Yes, I do. -- in connection with that settlement meeting?

The answer is you do? THE DEPONENT: Marsha, is that a question I

can appropriately answer? MS. LYONS: that, yeah. As far as I know, you can answer

But I also would like to know, what in Again, you promised this

the world are you doing?

was going to be over in about an hour, it's now been an hour, and you're going into matters that are so far afield, I just don't have any idea how this has anything to do with Mr. Brooks' lawsuit. MR. POLLOCK: At this point I'm really not

going to discuss my litigation strategy, other than to tell you that I believe, in one hundred percent good faith, it's relevant to the testimony of Mr. Rosa and this case. all I can tell you. MS. LYONS: on? Well, how long is this going to go And, I'm sorry, that's

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MR. POLLOCK: minutes.

Probably only another 10 or 15

I'm pretty close to what I said.

BY MR. POLLOCK: Q. Mr. Rosa? A. Would you restate the question? MR. POLLOCK: Would you read it back? So can you please answer the question,

(Read-back by the court reporter.) THE DEPONENT: BY MR. POLLOCK: Q. A. Q. And who told you about that? Doug Lyons. And do you know what the outcome was, of that Yes.

Bar grievance? A. Q. Insofar as I know, it's still open. Have you been involved as a witness, in

connection with that Bar grievance proceeding? A. Q. A. Bar. Q. A. Q. A. Do you recall the name of that individual? No, I do not. Was it one conversation or more than one? I believe there was only one conversation. I was contacted by the Bar. And who contacted you? Either an investigator or counsel for the

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Q. A. Q. A. Q. A.

Did you take notes? No. And how long did the conversation last? I don't recall. Can you please tell me what was discussed? I was asked a number of questions about events

that transpired. Q. What was discussed? The conversation between

you and the Florida Bar examiner is not privileged. A. What was the discussion? There was some Mark had made some

discussions between Mark and Doug.

allegations, and they asked me regarding those allegations. Q. Who filed the Bar grievance against Doug Lyons;

do you know? A. Q. A. Q. home? A. Q. Yes, I do. And do you have any affidavits -- did you Mark Ornstein. Did you see a copy of the Bar grievance? Yes, I did. Do you have a copy in your possession at

file anything in connection with that proceeding, in opposition to the Bar grievance? A. I didn't file anything with the Bar.

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Q. A. Q.

Were you asked to file anything? It was discussed. But ultimately nothing happened, nothing was

filed with the Bar? A. Q. I filed nothing with the Bar, sir. Getting back to the conversation you had with

the Florida Bar examiner, can you tell me, please, what specifically was discussed? A. I don't remember the exact questions, but I

remember that there was questions that were asked about events that transpired. Q. A. You don't remember any specifics at all? I'm not sure. I'm sure that I've read the I read the

complaint, Mark's letters, Doug's responses. complaint that was filed in state court. kind of blurring together a little bit. Q. Let me break it down for you.

And it's all

You testified

that you read the complaint that Mark Ornstein filed against Doug Lyons; correct? A. Q. Correct. Did you believe that the allegations that were

raised by Mark Ornstein were true? A. Q. No, I did not. You think that Mr. Ornstein made statements

that were not true?

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A. Q. A. Q.

Yes. But you didn't refute them? Not to the Bar, no. Do you know if there was a recent Bar hearing

regarding the grievance that was filed? (Interruption in the proceedings.) MS. LYONS: Yeah, hi. This is Marsha Lyons,

I pushed the wrong button and it disconnected. (Off-the-record discussion was held, and a recess was taken from 2:55 p.m. to 3:05 p.m.) MR. POLLOCK: I think I'm done, I'm going to

turn it over to Mr. DeCailly. CROSS EXAMINATION BY MR. DeCAILLY: Q. Mr. Rosa, in case you have forgotten since

10:30 this morning, I'm Paul DeCailly, I represent Mr. Brooks in this matter. few things with you. I'd like to just go over a

I'd like to start with, are you

familiar with the entity called 12-2000? A. It's sounds like a Buchanan -- I believe it's a Yes.

Buchanan entity, yes. Q.

Do you recall what -- it seems like these Do you

entities are attached to some sort of dealership. have any recollection as to -A.

That may be -- sir, when I worked for Vern

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Buchanan, I had at least 52 active entities at one point in time. 12-2000, I believe, was the Bradenton Hyundai

dealership. Q. Okay. And would that have been a dealership

that would have involved Mr. Jenkins? A. Q. 12-2000? A. My understanding is that the history on that Bradenton Hyundai involved Jenkins. And who came up with these names, 8-2001 or

was a John Tosch, Vern Buchanan naming of entities, a mechanism for naming the entities, and it generally referred to the month and the year to which it started. Like when I mentioned, when we had the entity for St. Augustine, I recall that it was actually formed in the prior month, so that you know from the name of it, it was formed on or about that point in time. Q. Now, in your tenure, I believe you came out

around, did you say 1998? A. To the best of my recollection, it's

September 28, 1998. Q. 2003? A. I worked through the end of business on And you left the organization in the end of

December 31, 2003. Q. Now, during your time there, were you aware

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or did you have any knowledge of other entities that Mr. Ornstein or his firm had performed services for? A. Directly, no, but I have a vague recollection

of Don Jenkins running through the books of some of the entities, some invoices to Mark Ornstein. And the

person that would have the most direct knowledge of that would be Beth McNett or possibly Cory Pool. Cory

Pool would have been the CFO, Beth McNett would have been the controller. Rick Perkins was fixed operations director for a period of time and he was quite knowledgeable with Don Jenkins. And then you would have Paul Ondyke, who

was Don Jenkins' outside accountant, who, for a brief period of time, became the inside CFO. And then Ira

Silver, Ira would go through the details on the books to look for some of the stuff that Jenkins might have pushed through, that Ira would make a determination didn't belong and move it out. And possibly David

White, the internal auditor, but Ira Silver, because of perceived impartiality, was generally the point person on that type of work. Q. Now, for the Buchanan entities, you indicated

that a lot of the, I believe you called it Auto Central Services Incorporated, and it's my understanding that was created to sort of put in a core group of management?

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A.

No, that was actually -- it's what it did,

but it was created so that Vern could get a favorable tax treatment on his personal jet. Q. If an attorney did perform the services for

one of the entities, would their billing go to that particular entity or was there central billing? A. Oh, no, each entity -- if an attorney did And if

work for that entity, that entity paid for it.

something was done on the Kevin Brodsky store, the entity would pay for it, and it would be 51-49, the effect on the shareholders. If it was another entity that might

have had a 25 percent minority partner, that entity paid for its, and then Vern would end up as a shareholder or a unit holder in an LLC, take 75 percent of the burden. And just because one partner didn't want to

pay for another partner's, and we did not have like a management fee, generally, for the purpose of allocated expenses other than salaries of the employees and some various other charges. Q. A. Okay. The corporate jet being one of them, one of the

exceptions. Q. Just finally, can you tell me, are you familiar

with 1099 Management, LLC? A. Yes.

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Q. LLC was? A.

Can you sort of explain what 1099 Management,

That started off as an entity above the --

1099 and 1299, LC and the purpose of that entity was to create a higher level entity that the franchise, that the company -- so that the factories would not see a layer of debt, the original formation of that entity was to receive a loan. And there may have been a loan

from -- without checking my notes and just off the top of my head, the initial loan may have been from World Omni into 1099 Management Company, LLC. And if a factory like Dodge or Ford or Honda was looking at a financial statement, they wouldn't see the loan in this higher level entity. original purpose of it. So that was the

And then Vern began getting,

the loans got kind of big, that other entities ended up getting formed and put Vern's ownership interest into 1099 Management Company, LLC. For example, if you go

on to SunBiz.org, you'll see on the annual report that Vern Buchanan is signing as the managing member of 1099 Management Company, LLC. So Vern's interest was

owned through 1099 Management Company, LLC for that entity. Q. Did anybody else have an interest in that

entity, other than Vern Buchanan?

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A.

I'm not sure if John Tosch had an interest

in that entity or not, but besides that, I'm not aware of anybody that did or possibly might have. MR. DeCAILLY: MR. POLLOCK: your time. Okay. I have nothing further. Okay. Thanks very much for

If the transcript is ordered, you

have the opportunity to read it or you have the opportunity to waive reading it, the choice is yours. And if you want to speak to Marsha about

that for a second, the court reporter is going to have to know because I'll tell you right now, I'm going to order a copy. I'll order the original,

and I'm assuming you want a copy? MR. DeCAILLY: THE DEPONENT: MS. LYONS: Yes. Marsha? I know

It's really up to you.

there's been a lot of names and things that have been given in this deposition and entities and stuff like that. You can't change your testimony, but you

can correct something if there's been something that's either left out or put in correctly. I would

say it's probably advisable for you to read it, given the number of entities and names that are listed in this deposition. THE DEPONENT: Okay. Is there any cost to me

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if I read it? MR. POLLOCK: MS. LYONS: No.

No, they will just notify you And I don't know

when it's ready to be read.

how this particular court reporter supplies it, sometimes they send you a copy online and they can do it that way. (Deposition concluded at 3:15 p.m.)

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CERTIFICATE OF OATH

STATE OF FLORIDA COUNTY OF ORANGE

I, MARY ANN SCHUMACHER, Florida Professional Reporter, Notary Public, State of Florida, certify that SALVATORE ROSA personally appeared before me on the 9th day of January, 2012 and was duly sworn. Signed this 15th day of January, 2012.

_____________________________________ MARY ANN SCHUMACHER, FPR Notary Public, State of Florida Commission No. DD 854074 My commission expires: April 26, 2013

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REPORTER'S CERTIFICATE

STATE OF FLORIDA COUNTY OF ORANGE

5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

I, MARY ANN SCHUMACHER, Florida Professional Reporter, certify that I was authorized to and did stenographically report the deposition of SALVATORE ROSA, that a review of the transcript was requested; and that the transcript is a true record of my stenographic notes. I FURTHER CERTIFY that I am not a relative, employee, attorney or counsel of any of the parties, nor am I a relative or employee of any of the parties' attorneys or counsel connected with the action, nor am I financially interested in the outcome of this action. DATED this 15th day of January, 2012.

_____________________________________ MARY ANN SCHUMACHER, FPR Notary Public, State of Florida Commission No. DD 854074 My commission expires: April 26, 2013

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ERRATA SHEET DO NOT WRITE ON THE TRANSCRIPT - ENTER CHANGES ON THIS PAGE IN RE: WILLIAM L. BROOKS v. MARK ORNSTEIN, et.al. U.S. Legal Job No. 870163 Page Line Change Reason

_________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ Under penalties of perjury, I declare that I have read the foregoing document and the facts stated are true. ______________________ DATE _______________________________ SALVATORE ROSA

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January 16, 2012

Mr. Salvatore Rosa 10032 Hidden Dunes Lane Orlando, Florida 32832 Re: Williams Brooks v. Mark Ornstein Deposition of Salvatore Rosa taken on January 9, 2012

Dear Mr. Rosa: The transcript of the above-referenced proceeding has been prepared and a courtesy copy is enclosed here for your review. Any corrections you wish to make to the transcript should be made on the errata sheet. Please do not write on the transcript itself. Please complete review of your transcript within a reasonable time and return the errata sheet to our offices. You need not return the entire transcript. A self-addressed envelope is enclosed for your convenience. Very truly yours, Mary Ann Schumacher, FPR U.S. Legal Support, Inc. 315 East Robinson Street, Suite 515 Orlando, Florida 32801 407-649-9193 cc: Kenneth Pollock, Esq. Paul DeCailly, Esq.

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closed 38:14 63:13 69:8,11 76:20 84:19 85:20 87:1 88:15 95:20 107:15 108:10 113:13 closes 109:21 closing 39:16 56:22 63:17 78:4 78:5,6 81:22 84:14,16 93:19 103:20 107:1,2,3 107:17,19,23 109:1 111:5 112:3,5,7,9 113:1,5,22 116:15,16 119:24 Coast 17:21,22 30:13 Cobra 131:19,21,22 132:1,10,21,25 133:4 Cocoa/Merritt 30:13 coerced 129:19 collection 18:21 color 26:22 come 16:8 23:11 71:24 81:21 85:20 86:9 94:12 95:19 99:10 117:18 120:8 123:6 124:15 coming 65:17 95:18 112:23 113:11 117:17 129:6 comment 15:7 66:6 95:21 124:18 commentary 126:4 comments 15:7 46:15,23 65:13 65:15 66:6 79:3 79:7 119:12 commission 148:14 148:15 149:16,17 committee 60:2 communications 60:9 118:21 133:25 companies 7:21 26:17 company 14:2 28:1 28:25 66:12 98:25 99:1,16,20 99:23 100:5,9,17 100:20 109:13 125:2,4,7 129:8 145:6,11,18,21 145:22 company's 99:18 compare 78:10 compared 78:23 compensation 27:6 competent 25:17 complaint 10:24 94:22,24 95:1 102:11 140:14,15 140:18 complete 151:12 complex 25:13 compliance 49:8 computer 91:21,23 94:4 concern 34:11 110:13,14 111:25 concerned 130:24 130:25 concerns 79:12 concluded 48:21 49:25 52:19 147:8 conclusively 38:17 concurrence 59:15 conducive 127:2,5 conference 48:5 107:7 confidential 51:15 133:25 134:18 confirm 103:9,11 126:6 conflict 85:25 86:4 98:3,5,8,10 confused 106:10 109:15 134:3 Congressman 60:1 connected 149:10 connection 31:20 39:15 52:1 62:21 71:15 72:24 79:16 82:12,17 83:2,8,9 84:4 86:16 104:18 110:9,12,19 113:24 134:13 135:4 137:7 138:17 139:23 Connie 65:21,21 Connie's 67:2 consciously 35:25 120:2 consequences 37:6 44:5 consider 60:14 considered 69:16 79:20 132:14 conspiracy 10:2 133:8 conspirator 132:15 construe 109:18 consult 8:16 contact 136:17,18 136:22 contacted 16:10,12 138:18,19 contacts 122:15 contention 59:9 context 24:23 86:13,13 contiguous 32:21 43:10 continue 100:8 continued 101:22 contract 54:15 102:7 contracts 14:4,17 14:19,22 15:6 contrary 9:1 control 14:3 90:12 90:23 controlled 68:14 114:4 controller 14:5 18:1 65:21 143:9 convenience 151:14 conversation 68:5 71:1 84:18,22 95:5,10 96:17 97:24 106:19,23 106:24 107:12,16 107:25 108:13 109:4 111:2,3,7 112:2,18 114:22 118:14 136:6,9 136:13 138:24,25 139:3,8 140:6 conversations 39:19 60:11,12 70:25 71:16 79:10 80:7 83:6 85:7 86:19 104:5 105:15 115:2 119:11 123:9 convince 68:24 69:3,24 70:1 95:22 cop 69:5 copied 91:3,5,21 91:23 92:2 105:14 copies 91:12 92:7 92:9 copy 91:15 92:11 94:21 102:11 139:17,19 146:12 146:13 147:6 151:9 core 27:11 29:1 143:25 corp 34:12,13,15 34:17 59:18 corporate 23:2 144:21 corporation 19:14 21:2,3 98:20 corps 34:10 59:8 59:12,13,14,21 59:24 60:3 correct 6:9 10:17 10:18 11:14 14:14,17 16:22 24:12 26:8 27:14 27:15 28:19 29:14,20,21 31:9 31:10,22 34:20 34:25 35:7 38:3 38:4,12 40:6,7 42:10,14,15 47:3 47:18 49:3,21,25 50:1 52:5 53:9 53:24 55:16,19 55:24 56:20 58:19,21 61:21 64:19 74:14,18 74:19,23 75:9 78:8,17,21 81:4 87:22,23 88:20 88:24 90:7 94:9 94:25 99:2,4,5,8 101:1,7 103:17 103:18,21 104:11 104:12,14 106:1 106:2,5,6,8 110:21,22,23 112:16,17,21 113:9,25 119:20 119:23 120:23,24 121:1,2,6 123:19 124:12 126:8,9 126:12,20,24 127:15,16 133:19 133:20 136:3,4 136:10 137:1,2 140:19,20 146:20 corrected 57:2 corrections 151:10 correctly 50:4 64:2 146:21 correspondence 10:4 93:11 Cory 143:7,7 cost 69:16 123:15 124:4,8,8,10 146:25 costs 104:3 counsel 6:8 35:7 35:10,12 57:8,10

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foregoing 150:23 forgotten 141:15 form 20:7 24:3,20 33:13 44:11 53:25 54:2,4,9 59:13 102:18 103:22 121:7 forma 30:19 64:12 formal 61:3 formas 63:20 73:9 76:6 78:15 117:20 formation 20:8,25 22:7 33:9 80:17 80:18 100:6 101:10 145:7 formed 19:25 20:5 20:6 22:12,17 26:16 27:13 33:11 63:11 81:3 81:6,13,13,14,14 81:16 98:21 101:17 142:14,16 145:17 former 62:24 117:6 131:21 forth 84:17 85:6 87:7 106:25 forward 16:5 found 74:7 four 13:1,1,12,17 92:8,10 Fourteen 12:4 fourth 61:20 FPR 1:24 148:13 149:15 151:16 frame 28:14 40:19 56:9,15 63:22 64:8 89:10 93:10 107:15 116:6 136:12 franchise 19:16 32:6 38:19 57:19 62:22,23 63:8 65:5 67:9,19,21 69:16 72:15 83:4 83:5,13,18,21 87:21 88:4 89:2 89:14 98:24 99:19 104:21 118:4 120:10 125:5,21,22 145:5 franchises 32:8,9 32:9,10 43:1,17 44:13,13 55:25 57:24 fraud 9:21,23 free-market 121:21 Friday 96:19 friend 60:14 70:16 100:23 106:22 friendly 110:16 friends 101:25 front 90:3 full 11:3 21:4 66:17,18,24 function 124:7,7 functioning 109:9 funny 70:24 75:4 further 100:11 146:4 149:9 future 86:4 F-A-R-M-S 58:11 G G 19:20 gain 133:11 Galeani 13:20 15:3 16:3 73:18,21 75:8 99:6 122:2 122:4 Galeani's 74:3 Gary 106:22,24 108:4,23 111:24 gee 85:23 general 6:4 17:14 32:21 46:23 79:7 79:10 100:4 generally 142:11 143:20 144:17 gentleman 62:7 66:7 95:7,12 136:8,19 Georgia 12:11 15:22 getting 18:2 29:9 59:11,23 60:6 72:22 81:1 99:25 109:16 111:4 112:13 114:6 125:9 131:15 140:6 145:15,17 give 5:7 9:2 28:15 60:4 76:17 77:8 99:9 122:16 123:8 128:21 129:17,25 130:9 130:13,14 given 146:18,23 glass 47:23 gnashing 86:2 go 6:4 7:3 16:5 20:13 21:7 24:8 24:24 26:11 28:5 28:15 60:22 64:7 69:6,17 70:8 85:5 86:10 89:22 97:18 102:20,23 102:25 114:17 124:2 128:9,20 129:3 131:11 133:1 137:24 141:17 143:15 144:5 145:18 God 5:9 goes 71:20 going 6:7 9:5,5,8 9:25 10:22 12:9 20:23 24:7,13 38:19 39:7,7 40:22 44:3,13,15 46:24 49:7 51:8 51:9 54:22,24 61:25 67:15 71:14,25 72:1,7 76:9,10 84:17 85:7,19,22 86:1 86:2,23 87:7 93:23 95:14,19 100:11 102:20,23 103:3,7 109:11 109:20,25 113:19 114:14 122:24 123:15 129:15,18 129:20 133:24 134:16 135:20 137:14,15,19,24 141:11 146:10,12 good 5:17,18 6:25 11:2 20:21,24 45:14,16,18 46:12 71:8 76:14 76:18 85:24 106:21 124:5 130:14 137:21 goodwill 69:20 70:15,15 73:11 74:13,15 75:7 89:20 120:7 gotten 51:13 131:10 government 10:3,6 91:14 92:17 133:7 Green 30:14 grievance 137:4 138:14,17 139:14 139:17,24 141:5 gross 76:11,13 grounds 100:12 group 2:4 13:8,9 13:10,16 15:23 16:1 18:18,21,22 23:6 24:6,9 26:17 27:1 29:25 53:6 103:20 143:25 guess 18:2 20:20 20:23 38:18 96:8 98:8,11,14 guessing 20:13 Gulf 17:21,22 guy 41:15 50:10 118:25 120:17 guys 7:20 G-A-L-E-A-N-I 13:22 H H 4:1 hair 119:1 half 11:17 13:1 62:17 hammered 65:23 handed 37:5 handle 46:4 104:3 handled 14:23 15:2 25:4,18 35:4 93:3,6 handling 84:16 112:5,7,9 hands 50:17 91:4 91:16 happen 44:3 happened 32:14 37:13,15 64:24 64:24,25 114:5 140:3 happy 6:21 7:2 Hawkins 65:21 head 6:18 16:18 42:4 44:16 145:10 hear 45:14 58:10 60:2 68:20 79:7 96:4 heard 6:21 34:21 34:24 35:13 45:10 57:14 62:20 65:18,22 68:17 70:2,4 77:5,18,24 86:12 86:21 87:2,3 95:20,23 96:4 98:4,9 105:20 117:3 131:8 hearing 15:10 34:22 65:5,6 68:22 69:1 77:3 77:20,21 85:10 86:23 141:4 Heaven 15:24,25 heavily 25:2 59:15 71:9 85:17 heavy 71:12

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held 31:14 60:24 86:11 141:9 hello 50:18 help 5:9 54:25 100:19 101:25 107:19 helped 99:16 100:23,24 101:9 130:17 helps 97:17 hesitation 130:20 hi 141:7 Hidden 11:11,15 151:4 high 125:25 higher 145:5,14 highest 75:12 highway 67:25 69:15 hire 71:9 85:21 hired 16:11 18:6 19:3,22,23 27:10 82:16 127:25 historical 76:21 78:4,9,18 121:1 123:19 history 142:9 hold 51:17 129:20 holder 41:24 144:14 Holdings 20:1,5 21:1,5,7,13,20 22:13,20 23:25 24:4,11,15,19 25:11 90:14 Holland 22:4 23:14 24:5 25:14 29:7 80:21 home 11:19,20 139:20 Honda 30:12,13,25 32:1,3,7,22 33:16 38:6 43:16 44:25 145:12 Honda/Acura 36:5,9 37:21 58:24 honest 127:2 honor 132:15 hotel 71:5 hour 62:17 96:23 97:3,5 103:1,3,7 103:10 137:14,15 hours 50:23 76:17 102:14 house 46:6 109:10 109:10 129:6 hundred 137:20 hunter 16:18 hurdle 124:9 Hyundai 30:15,16 32:2,13 41:22,25 42:6 44:20 45:6 46:9 58:25 59:5 142:2,6 I Icard 84:3 idea 21:17 29:9 70:25 91:3 95:9 136:23 137:16 identified 27:14 90:1 ill 132:18,18,19 132:25 impact 108:8 impartiality 143:20 Imports 13:7,16 15:17 impressed 61:14 impression 109:13 improprieties 130:5 inappropriate 8:23 8:24 incident 10:1 inclined 77:11 include 14:22 91:24 included 30:6 including 74:17 125:20 income 10:1,2,15 Incorporated 143:24 incorporation 24:3 80:22 101:13 incorporator 80:20 increase 78:22 121:5 increased 79:2,2 120:9,11 incur 46:6 104:2,3 independent 101:22 INDEX 3:1 indicated 143:22 indication 130:8 individual 19:21 21:22 22:2 25:10 66:4,14 73:18 79:18,21 128:9 134:21 138:22 individually 1:8 21:12 27:13 55:11,12 individuals 33:24 73:24 131:16 industry 129:21 information 10:23 70:17 78:16 85:5 109:16 112:10 113:7 informed 117:22 initial 11:6 71:16 79:13,19 101:10 136:21 145:10 initially 19:5 33:2,4,7 43:3,5 44:7 63:9 99:16 100:19,23 initiated 54:13 inquire 94:15,18 94:20 inside 37:10 114:3 143:14 Insofar 138:15 inspection 121:1 instance 10:9 instinctively 129:19 instructing 135:6 135:19 instruction 6:14 54:6 instructions 7:3 20:16 110:16 instructs 9:13 54:10 instrumental 22:5 23:3 integrity 34:13 interactions 41:9 interest 37:8 41:24 45:2 57:17 58:14,16 61:22 71:18 98:3,6 99:20,23 100:9 145:17,21,24 146:1 interested 149:11 interests 44:24 110:14 internal 14:3 27:2 143:19 interpretation 8:21 interrelated 14:10 14:11 interrupted 96:21 Interruption 141:6 interview 16:21,24 17:2,5,10 128:25 129:13 interviewed 16:11 17:17 interviewing 17:7 17:8 introduced 48:4 inventory 67:20 89:21 investigator 138:20 investment 14:4 investments 33:8 33:10,15,18 34:14 38:3,5,19 39:15 42:2 43:22 44:9,12 45:3 46:8,19 invoices 143:5 involuntary 127:17 127:18,19 involved 21:10,14 22:8,10,23 25:2 25:3,13,23 29:23 33:9 35:17,24 36:20 37:15,16 38:14,21 39:18 43:24 44:2,11 48:5 52:14 54:17 56:23 64:15,21 71:16 72:4,16,21 80:17 82:2,4 84:4 86:18 88:7 89:21 92:22 93:1 93:19 99:13 104:4,9,20 105:22,25 119:12 120:2,3 126:2,7 126:13,14,16 138:16 142:5,6 involvement 36:17 39:23 62:8 72:10 72:12,13 84:12 93:8 101:18 105:4 106:16 108:2 113:24 118:10 involving 49:7 52:15 102:2 in-house 16:15 35:7 82:7 93:6 106:1 Ira 31:16 40:4,5,8 40:10,13 41:2,4 41:7,9,13,18 45:16 46:11,14 46:15 56:25 57:6 59:9,10,15 63:21 71:3,5,7 80:8 85:17,18 86:7 87:3 95:21 104:6 105:21 110:2 113:8,10 116:3,6 116:13 143:14,15 143:17,19

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Ira's 41:15 IRS 34:12 133:16 136:2 Island 30:13 issue 10:15 issues 56:22 60:10 60:12,13 79:16 items 39:4 J Jacksonville 13:7 30:15 73:14 Jack's 80:12 January 1:16 50:21 56:15 89:5,9 101:20 107:15 148:9,10 149:12 151:1,7 Jenkins 30:1,3 31:5,9,12,20 33:22 34:19,25 36:12,14,15,18 37:1,20 38:2 39:13,14,25 41:24 42:6,25 44:15,15,20 45:6 45:11,14,17,21 45:22 46:2,10,17 46:19,21 47:12 47:20 58:22 85:24 86:1,4 103:16,23 104:5 104:10 113:24 114:2 116:1 142:5,6 143:4,12 143:13,16 jet 144:3,21 Jim 16:1 68:13,13 68:15 70:20 Jo 84:17 87:6,8 115:5,10,21 job 45:14 130:18 131:11 150:3 jobs 131:13,15 John 13:20,24 15:3 15:6 16:3,10,12 16:14,15,21,25 17:8,11 25:4,5 25:20 27:4,6 30:2 35:4,6 37:6 39:24 46:5 50:12 50:14,18,19 73:18,21 74:3 75:8 82:9,12 86:8 99:6,8,9 105:25 107:8 108:15,16 109:4 109:17 110:18 111:7 112:19,19 114:2,12,18 115:18 122:2,4 122:11 126:23 127:6 128:6,13 128:22 129:2,16 129:16 142:10 146:1 John's 13:21,23 90:16 129:3 journal 89:23 Jr 2:4 judgment 50:9 JUDICIAL 1:1 July 81:14,15,17 81:18,19 92:18 133:17 jump 85:7 June 11:17 48:11 48:12,14 49:21 49:22 52:20 53:24 54:13 64:10 K keep 56:8 67:8 80:1 91:15 103:10 130:2 Ken 5:20 7:24 118:6,7,11,15 Kennesaw 12:11,15 15:22 Kenneth 2:12 151:19 Kentucky 30:14 ken@shendellpo... 2:12 kept 109:22 Kevin 30:4 42:9 55:21 58:16 60:6 60:7,11,12,14,15 60:16 61:1,5,8 61:14,17,22 63:2 63:21 64:2,9,16 65:24 70:16,16 71:17 72:6,7 73:2,2,5,7,8,9 73:11,13,15 76:9 76:14,15,17,17 77:24 78:16,20 79:4,19,19,23,25 80:10 85:11,11 85:18 87:2 88:10 92:23,24 95:21 109:19 113:8,10 116:20 117:1,12 117:17,22 120:6 120:7,11,16 121:4,10 122:13 122:14,20,22 123:1,4,5,5,6,12 123:14,23 124:17 124:18,21 125:7 125:12,14,19 144:9 Kevin's 76:7 120:22 124:3 125:14 kids 108:6,9 119:4 130:4 Kilgore 5:22 killed 119:4 KILLGORE 1:8 kind 65:24 67:1,4 69:20 85:2 87:5 97:17 99:9 106:15,16 116:4 129:15,16 140:16 145:16 kinds 88:23 King 2:4 knew 25:16 50:8,9 70:14 73:12 110:11 112:20 129:19 131:12,13 131:14 Knight 22:5 23:14 24:5 25:14 29:7 80:21 know 5:19 6:20 7:6 7:23 9:2 16:6,16 17:4,8 18:23 19:19 20:11,17 20:18,19,23 24:19 28:8 31:25 33:1,13,23 35:9 40:12 46:8 51:9 51:25 52:13 54:20 56:5 57:7 60:5 62:6 66:17 66:19 67:1,6,13 67:14,24 68:8,10 68:12 69:13 73:24 74:3,20 75:2,17 76:24 77:2 78:21,21,24 79:4,5,6 81:11 82:11 86:18 93:5 96:24 102:4,13 102:16 103:25 104:4 106:23 107:3 110:8,13 113:3 114:4,11 115:8 116:20,23 117:1 119:6 120:19 121:24 123:11 129:15 130:15,17 131:5 132:20 134:15 136:24 137:3,11 137:12 138:13,15 139:15 141:4 142:15 146:11,16 147:4 knowing 28:7 108:10 knowledge 31:18,21 37:13 38:8 39:12 41:4 60:20 72:7 82:22 88:11 104:8,14 105:2 122:6,7,8 143:1 143:6 knowledgeable 23:1 41:17 143:11 known 11:7 13:8 19:16 71:25,25 K-E-N-N-E-S-A-W 12:14 L L 150:3 lack 21:11 Lakewood 12:22,23 12:25 Lane 11:11,16 12:20 151:4 Large 5:3 law 2:4 5:20,22,22 9:18 10:21 24:5 83:1 84:2 96:3 laws 8:21 lawsuit 5:24 10:17 10:20 51:10,20 54:14 94:16,19 102:8 137:17 lawyer 22:20 39:13 42:6 50:21 54:9 95:4 96:2 97:20 98:2 103:16 134:20 136:6,17 136:25 137:3 lawyers 53:16 93:25 96:12,18 layer 145:7 LC 63:7 74:24 145:4 leading 59:23 learn 20:17 23:11 learned 117:1 131:5 leave 9:4 127:17 129:21 leaving 129:14 led 54:12 left 5:22 15:22 20:4 57:15 67:25 78:13 91:18

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meeting 49:4 50:20 50:22,24,25 51:12,14 52:1,4 52:24 54:13,17 105:19 111:22 126:19 129:23 133:18,21 134:11 135:2,17 136:3 136:14 137:7 meetings 31:14 96:15 105:16,18 Melbourne 30:3 42:10,14,16,18 42:21,23,24 55:23,25 57:13 57:16 61:16 70:13 71:11 member 145:20 memo 25:1 memorialized 105:9 memory 20:14 28:5 45:8 80:24 97:12 107:20 mentioned 23:3 41:22 42:9 70:14 128:17 131:2 142:13 mentioning 31:16 108:4,23 Mercedes 30:14 Merger 14:24 merit 54:21 Merrill 84:3 Messick 83:24 84:1 84:2,4,11 met 25:18 47:2,5,8 47:9 48:7 49:1 49:19 50:16 118:18 129:12 middle 11:6,6 63:3 Mike 35:13,15,22 35:23 82:15 Military 2:10 Miller 79:23 80:15 million 73:22,23 74:4,10,12,16 75:6,7 89:17,19 123:7,7 millions 135:16 Mills 128:14,17,18 129:2 mind 85:6 108:4,9 minds 131:16 mine 110:3 minor 80:24 minority 61:19 144:12 minute 46:11 minutes 5:19 37:19 62:18 76:18 103:8 138:2 missed 68:25 model 76:8,16,19 modification 36:23 37:3 38:22 39:3 39:6,16 modifications 36:20 37:17 38:21 40:17 47:13 modified 38:23 Monday 1:16 money 75:18,22 77:21 123:6,15 125:7,10 133:22 month 71:14 81:13 107:17 113:14 142:12,15 months 63:5 64:8 79:14 116:18 131:9 Moran 68:13,13,15 70:19,20 Moran's 70:19 morning 5:17 141:16 Morrison 40:9,11 mortgage 84:13 Motor 90:13,16 mouth 130:2 move 12:17 43:8 67:9 85:24 143:18 moved 43:6 moving 66:1 69:16 79:11 multiple 92:7,9 Museum 17:21,22 muster 24:25 mute 15:9 N N 11:25 name 5:20 11:3,6,6 11:8,23 13:21 16:16 17:15 18:23,24,25 19:1 19:4 21:4,6 23:15 31:13 33:7 34:21,22 35:13 35:22,24 45:12 46:13 50:9 51:3 58:6 62:20 65:18 66:8 68:17 73:17 73:18 80:12,14 81:5,6 82:15 83:23 86:8,12,23 108:23 118:24 119:16 138:22 142:15 named 18:20 22:3 62:7 105:21 names 12:1 42:21 70:7 142:7 146:17,23 naming 142:10,11 Narvaez 127:25 131:23,25 132:2 Nation 54:22 near 12:24 necessarily 78:17 necessary 112:11 121:17 need 28:5 43:22 44:10 111:5 118:23 151:13 needed 69:20,24 71:9 85:5 112:10 116:2,9 132:7,21 132:23 needs 68:23 69:2,7 70:1,1 95:22 103:8 negotiation 51:15 53:18 92:20 123:13 negotiations 88:8 88:9,10 126:7,13 134:1,15,18 135:4 net 77:1,1 78:23 124:11,11 never 47:2 65:22 77:24 86:9 87:2 87:3 95:1,3 100:22 110:18,21 123:20 127:23 132:20 new 35:21 43:6,11 67:19,21 76:10 108:6 111:25 news 30:16 night 71:5 NINTH 1:1 Nissan 30:6 Nods 6:18 nominal 124:25 Nope 108:22 113:21 Normally 121:8 North 2:10,15 30:22 Notary 5:2 148:7 148:14 149:16 note 39:3 noted 51:23 102:17 102:19 notes 41:1 43:23 44:10,17 63:12 97:10 102:25 139:1 145:9 149:8 Notice 4:5 90:4 notify 147:3 number 4:4 24:24 27:9 70:25 73:11 74:11 76:7,11,12 89:25 90:4 92:6 92:8 120:7,9,9 120:11,12,13,18 120:19 122:18 123:7 132:12 134:12 135:1,2 139:6 146:23 numbers 79:6 120:23 122:11 123:19,20,23 numerous 35:5 56:25 71:10 131:8 O Oath 3:6 148:1 object 51:8 53:25 54:9 102:18 103:22 133:24 objected 54:1 objecting 54:4 objection 6:12,16 51:22 102:16,19 121:7 135:18 objections 102:18 obsolete 60:3 obtain 122:11 123:24 124:3 obtained 29:15 obtaining 126:14 obviously 8:14 Ocala 29:25 31:4 31:24 32:1,23 35:10,24 36:4,5 36:8,19 37:21 38:6,14 41:22 43:16 44:21 103:24 116:6 occasion 66:3,7 122:23 occasions 68:12 71:10 109:23 occurred 36:15,16 37:14 40:20 51:11,13 56:18 107:23,24 114:12 October 63:13 81:24 88:16 93:16 119:24 offer 70:15

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