While there were several different factions occurring simultaneously throughout the course of Pro Arts, each faction played a significant role in the direction of the company.

By September of 1978, Mike had failed to generate the $7,500,000 sales figure he touted in January of 1978 and if it were not for my $2,000,000.oo input in the other sales areas of which I was in charge, the company would not have achieve the second $6,000,000 net sales that it did.

It was in June of 1978 that I first noticed Mike's mental abusive attacks on me. He would for one tiny reason or another pick a fight regarding unimportant matters and brow beat me in front of the other managers and employees. It was about this time that Pro Arts rented offices in downtown Medina and my office was relocated there. I moved the Fan Club office and the marketing office to this location. Mike had commandeered my office at the main office and factory and had set up a Sales Area that required a secretary to unlock the door with a push button release.

The company was becoming polarized and the Sales Department was complaining about the Shipping and Receiving Department.

When the sales force was not generating sales, they complained about marketing's failure to provide the right properties for poster licenses.

After the distributors were cut off from purchasing Pro Art posters, the access to inner city sales had diminished to a point that nothing was being sold in the ten major cities in the United States.

I was able to secure the rights to NBC's Saturday Night Live featuring John Belushi as the Samurai Warrior, Dan Akroyd, Lorraine Newman and Jane Curtain as the Coneheads, Gilda Radner as Roseanne Roseannadana and the entire cast of S.N.L. on four super posters. Yet Pro Arts could not get one store in New York City to sell the posters!

Pro Arts had directed its sales to the Discount Stores while the discontinued distributors began selling the Record Stores and Book Stores. The Mom and Pop Gift Stores also became prime distributor outlets.

By not selling the distributors, Pro Arts had given them a reason to "band together" and many of the large poster companies existing today were the end result of Pro Arts' failure to re-sell them as distributors.

When I attended trade shows and discussed the programs with the discontinued distributors, many wanted to buy Pro Arts posters.

I formulated a Sales Service Program that had a good chance to establish Pro Arts in the inner cities again, but I was chastised by Mike and his Sales Managers for interfering with their current sales program. I was "undermining" their efforts and they were using me as a scapegoat when they were not achieving their sales quotas!

I resigned under pressure and abuse from Mike's verbal attacks on me and was prepared to leave Pro Arts in mid-1978. But John and Mike got me alone in my office on a Saturday and Mike apologized for being so abusive in front of his Sales Managers and other employees.

I relented and decided to stay with the company.

After Mihalik was terminated, Mike did not replace him. Mike had Joe Orlinski and Tex Elzy report directly to him. Richard Burton, our Service Manager, became a good friend to Mike and they would patronize each other while the sales continued to spiral downwards.

In late September of 1978, I told Mike and John about my concerns regarding the service of the Poster Rack Program. Other companies were placing their posters in our racks and while we could not enter the K-Mart stores, Western Graphics, our competitor, continued to service the original 125 stores they tested. Unbeknown to me, Western Graphics was also getting more new store openings than Pro Arts. This was not part of the original agreement with K-Mart and later I discovered that this was a typical K-Mart ploy to offset any indirect threats of price increases by allowing a competitor to obtain enough stores to make the largest supplier uncomfortable in continuing business with K-Mart.

I was told that the greeting card business is a cutthroat business. While Hallmark, American Greetings and the other lesser card companies each have about one third of the card business, any threat to increase prices would ultimately lead to the card line being replaced by the other two thirds that would be eager to increase their business!

This works for K-Mart and many other major chains also practice this procedure in a similar fashion.

Now, after Pro Arts had placed the 1,800 poster racks in K-Mart, K-Mart moved the racks from the very high productive areas to their Lawn and Garden Department and the new buyer, Don Edel, used the posters to draw customers into their failing area!

Pro Arts sales went still deeper into the hole and other chains were following the same course of business as K-Mart!

By late 1978, Mike and I had argued constantly to the point that I stated to both Mike and John, "Do not put anymore poster racks out into the marketplace until you can show me how Pro Arts intends to service the racks!"

Mike ignored me and continued to say, "It's my responsibility to bring in the sales, but it's up to John and Ted to make the company profitable!"

Looking back, John and I should have attacked this statement immediately, however Mike had been given both John's and my word that he would have complete control of the company until September of 1979. It had been really until March of 1979, but when the Sales continued to dwindle, Mike had John and me recommit our allegiance to his program until September of 1979.

While I had formulated a plan to bring the distributors back into our programs and service the poster racks, Mike continued to try and formulate his own program that conflicted with my ideas.

As sales dwindled, Happ had taken the Billie Bear project to New York and discussed the program with our attorneys, Schulman, Berlin and Davis. Since I had obtained an interest in the Billie Bear project from CBS Television through Allen Ameron of the Ameron & Halpern Company, the idea of a Christmas Special similar to the other Television Specials interested CBS.

Ameron and Halpern were Kristy and Jimmy McNichol's Managers. With their connections to the upper management of CBS, I was able to take a slide presentation with a thirty-minute musical tape to the first meeting in New York. I showed the program to NBC and ABC as well as CBS and all three expressed an interest in the project. It was Fred Rappaport of CBS Television who called me back for a second more serious discussion on the project.

I had worked on the art with James Montgomery Elliott. He was an artist of the highest degree. Presently he is working for American Greetings and today his work is the finest in the industry.

Bobby Whiteside, a Chicago music writer, had expended a great deal of time in writing the musical tape for the proposed animated television special. His music was right on the heartbeat of the bear concept.

The project was destined to be the next Rudolph the Red Nose Reindeer and all it required was money.

Fan Club had made a great recovery from its near failure and while it was smaller than its original inception, it was becoming profitable.

It was through Fan Club that the Mail Order program would be handled. There were many different opinions about the program and I felt that there were too many "cooks in the soup." Everyone became an expert on merchandising. The fact that I had taken great steps to insure the best art and program was suddenly being set aside and others were making decisions that conflicted with the original concept.

Happ had interested the New York attorneys to a point that they had proposed the Billie Bear program to their English clients. In a brief meeting, Mark Berlin had flown into Medina to discuss the funding of the program and he had indicated his client's interest in obtaining 50% of the Bear project for a $2,000,000 equity investment!

When Happ's mother heard about this $2,000,000 interest in the project, her entire attitude changed overnight and she began dictating demand that were contrary to our original understandings.

She became paranoid and accused Pro Arts of having conflicts within its ranks!

Greg Happ did not do anything to arrest his mother's fears. On the contrary, he indicated by his silence that her suspicions were well founded. Happ approached me in my office one evening with a letter that he had prepared. Happ had stated that if his mother and Pro Arts both gave him 5% of the Billie Bear project, he would have a deciding vote in the Management Agreement that presently existed between his mother and Pro Arts.

After reading the letter, I returned it to Happ stating that if his preparation of the Agreements between his mother and his client were not a conflict of interest, then this 5% letter would definitely confirm the conflict.

As I felt that Happ was still a friend of mine at the time and I was unaware of his two faced underhanded double-dealing tactics, I would have kept the letter and used it to have him disbarred. Yet, the events that Happ created later are enough to have him disbarred anyway.

In November of 1978, John disclosed to me that Mike was having an affair with his secretary and it was then that I realized why Mike's behavior was so antagonistic towards me.

When Mihalik was terminated, I was aware of the fact that Mihalik had one-night stands with other women when traveling on the road. I mentioned to John that I did not trust Mihalik for this reason. If a married man has a good wife at home and still decides to cheat on her when he is not at home, what makes a person think that that person would keep their word and be honest with their employer?

A sacred oath to God is a husband and wife's commitment to each other. A contract that is as binding as any piece of paper or employment agreement. If you break this oath to God, then you will find it easier to break your commitment to your employer.

In July of 1978, John said that I shouldn't judge people by this standard. Looking back, I realize that he had said that because Mike was doing the same thing Mihalik was doing.

John knew about this affair between Mike and his secretary since the Christmas Party of 1976. While I had denied any knowledge of this to Mike's wife, Mike was flaunting his affair in front of Mihalik, Orlinsky, Elzy and Burton without any remorse.

Looking back, I fault John for not telling me about this affair earlier. To know about it nearly two years before I knew about it and not to have disclosed this to me showed very little regard for my personal worth.

I believe I would have resigned from the company earlier since I did not welcome the abusive attacks upon me in front of Mike's secretary.

Mike was tearing me down to build himself up. After all, he was the president of the company. He had told everyone that he only made two mistakes in his entire life. And he was my older brother.

It was at this point in my life that I lost my respect for Mike.

In December of 1979, Mike had formulated a Service Program designed to establish Dealers in the Salesman's territory.

His Dealership Program was a feeble attempt to satisfy the requirements of servicing the 5,000 poster racks presently in the marketplace.

I remember Mike and Richard Burton coming into my office late Friday afternoon in December of 1978. They wanted me to listen to the program they had worked on for nearly four weeks. After their presentation and my serious consideration, I gave them the Razzberries and said their program would never work!

Mike left my office determined to prove me wrong.

Instead of asking me to participate in the Dealership Program so that I could contribute to a successful plan, they had decided to put a poster program together without any real salesmanship input.

They were insensitive to the needs of the program. They felt that since they had discovered the idea, it was the best idea. Yet, it could not stand up against constructive criticism.

Nearly three weeks later, at the Sales Meeting in Chicago in January 1979, the winter blizzard prevented Mike from flying to Chicago to "sell" his dealership program to his salesmen. Mike told me to sell the concept as he had prepared it in spite of the fact that I did not believe in it.

Not wishing to undermine the Sales Meeting, I began with the program exactly as Mike had laid it out. I was enthusiastic about it! I promoted it! I pushed it so well that I was beginning to believe in it!

Then Paul Kaye, our K-Mart Sales Representative burst my bubble. While I had touted the program as Mike had touted me in my Medina office, Paul took the opposite attitude. He became Ted Trikilis. Paul was an older much wiser man than me. He had been in sales all his life and was the most successful salesman that I have ever met.

It was his reality that tumbled the Dealership program and eventually, Burton ended the Meeting stating that this program was only in its infancy period and that Pro Arts only presented it to see "how it would fly."

When I returned to Ohio, Mike attacked me for not selling the program. He accused me of undermining his sales force and he was very aggressive in his verbal abuse.

Orlinsky, Elzy and Burton defended me! I was surprised. Here was Mike's Sales Force coming to my rescue! They stated that I had pushed the Dealership so well that one of their Sales Group, Darryl Wright from Texas, was willing to try the Dealership Program in spite of Paul Kaye's argument!

Mike and I agreed to debate his program in front of his Sales Managers in Mike's Office.

Mike would speak for ten uninterrupted minutes and I would do likewise. He would have two minutes to rebuttal and I would have two minutes to rebuttal.

I sat while Mike began laying out the Dealership Program. His Sales Managers sat and nodded in the affirmative each time Mike made a point that appeared to be correct on its surface. After ten minutes, I started with all the problems that no one had addressed in the preparation of the Dealer Program.

Each time I addressed a major problem, the Sales Managers looked at each other and nodded in the affirmative, only much more so than in their acknowledgments to Mike's points.

Within the first five minutes, the Sales Managers were agreeing with my points totally. So much that Mike recognized the fallacies in his program and immediately got up from his chair and stormed out of the room slamming his door behind him.

I did not finish the ten minutes since it had taken less than six to make my points. I was upset with Mike for walking out of the room without giving me the respect that I had given him.

I did not want to prove Mike wrong. I wanted to prove Pro Arts right.

Mike and I have not had a good relationship since that meeting.

From January to March 28, 1979, I stayed out of Mike's way. He continued to run the sales department, but the sales were continuing their downward trend.

John was forced to lay-off employees as the sales became fewer and fewer.

When I discussed the sales of Pro Arts with John, he declined to do anything that would break his commitment to Mike. He stated that he had agreed to give Mike until September of 1979 to do that which Mike had intended to do and John was not about to go back on his word to Mike.

I had signed Dallas, the television series, and the popularity was growing. When I went into the office on Saturday, March 28th, I found Mike working in his office.

I went into the plant to pick up some sample posters with intentions of avoiding Mike.

As I was leaving through the main office, Mike came out of his office and immediately began accusing me of sabotaging the company. He screamed at me and the internal pressure that I had refrained from releasing in earlier confrontations came barreling out.

We must have argued for thirty minutes until I was so physically shaken that I left the office without the samples that I had originally gone to the office to obtain.

I went to my farm and found a quite corner and I sat down in a very comfortable chair. It was here that I decided to resign from Pro Arts and to make that decision irreversible!

I asked myself, is all the abuse worth it? I was 35 years old and I had other interests. I would pursue my writing habits and my interest in rare stamp investments. There was little feeling left in me for Pro Arts.

The company that I had come to love with great passion was now causing me sleepless nights and tremendous pains of anguish.

There had to be a better way to make a living and I intended to find it.

After informing my wife about my decision and the problems that I had encountered, she stood behind me and knew that our future at this point was to be uncertain at best.

I had loaned nearly $50,000 to the company since 1968 and had never had the opportunity to take this money out of the company.

Most of my friends though that I was rolling in cash after Farrah. The truth was quite the contrary. Mike had from time to time taken his money out of the company, but thought I was never able to do that. Once, when I was to have taken the money, Mike insisted that I redeposit the checks back into Pro Arts' account as we were cash short and the money was needed.

It was earlier in February of 1979 that Mike had overdrawn Pro Arts nearly $250,000.oo! This was another contention in our disparity.

Mike had hired Ed Wood to be Pro Arts' Controller. Ed was a gambler and often played cards with Mike and John at the country club. Ed was also Paul Kaye's friend and recommended to us by Paul. Paul felt that Ed would organize the sales information better than our previous controllers and it was with Ed's supervision that Mike was able to overdraw the Checking Account at Old Phoenix National Bank.

Mike was trying to get a line of credit with Old Phoenix for $500,000 prior to this mishap. When Mike and Ed went into the bank to inform the bank of the potential problem that would transpire if the bank did not make an immediate loan of $275,000, the bank was not too happy.

The bank had a $600,000.oo Building Loan to Mike, John and me that was guaranteed by the S.B.A.

Additionally, the bank had a $400,000.oo loan on the equipment. Central Bank in Cleveland had a $500,000 working capital loan secured by the $1,000,000 in accounts receivables. So our borrowing was well extended.

John, Mike and I had personally guaranteed all this money as well as our wives having to guarantee it also.

We were signed totally, "lock, stock and barrel!" Yet the bank did not want to stop our company so it agreed to loan Pro Arts an additional $275,000 on a note that would be due in September of 1979. This six-month note did not appear to be problematical since our "back to school" business was always strong. But our sales were dwindling and to forecast the September sales would be difficult at best if not impossible.

When I tendered my resignation on March 30, 1979, to both John and Mike, there were very few words spoken since I had prepared the written resignation by myself.

I intended to stay until our fiscal year ended on June 30, and to organize my files for an easy transition should neither Mike nor John desire to fill my position personally.

The next ninety days would allow me to complete the contracts that were open, train my replacement and organize the business that I would start upon leaving Pro Arts.

John began interviewing new accounting firms, as Tousch-Ross was not doing a very good job in helping Mike and John with the financial end of the company.

John wanted me to talk to Ron Cohen and Andy Finger of Cohen & Company in Cleveland, Ohio.

My first interview was about thirty minutes and after the meeting, I felt that this firm was the one firm that we should have had since our first entrance into the business world.

I expressed this to John since Mike and I were not talking to each other. There was very little that I had to say to Mike and I felt that there was nothing Mike could say to me since I was not going to be with the company after June 30th.

I met with Ron and Andy two or three times more in the next three weeks and they continued to ask me what I would have done if I were still running the sales department for Pro Arts.

I told them everything that I felt would help them help Mike. I was very direct and since I was not going to be there, there was no other motive for me other than to help the company.

Since Ron and Andy did not have other clients in a similar business, posters and licensing was new to them.

As they inquired, they began to understand the nature of the business. I felt that with them to aid the company, the company had a chance to continue on ward even though the "Fifty Million Dollar Chase" was no longer achievable.

Pro Arts had lost the advantage in the past eighteen months and the desire to continue expanding was quickly being extinguished by the possibility of going out-of- business.

It was in late May that Ron and Andy had their last meeting with me as Vice President of Marketing. It was then that they told me the sad truth about the company. Sales had diminished to a point that nothing positive was happening. We were approaching the Summer Season that traditionally was always slow except for the Amusement Park business.

Both Ron and Andy said that if I left Pro Arts June 30th, Pro Arts would be out of business by Christmas!

Everything that Mike, John and I had worked to attain would be lost. Our homes, our personal possessions, and the twelve years we invested in our time, sweat and blood!

They proposed that I take over the company and the sales department. I was to report to a committee on which Mike, John, Ron and Andy would chair. That I was to put everything before them prior to acting upon the issue and that I would re-organize the sales in keeping with our discussions earlier.

Nothing new was to be obtained until we had stabilized the company.

If I did not do this, and I chose to leave anyway, then the company was destined to go under.