Stewart's lack of knowledge in the poster industry was probably Bedell and Angona's biggest mistake. Since Stewart was unaware of the problems that created the Chapter 11 situation, he approached the poster business in much the same manner he had approached his own business prior to coming to Pro Arts.

Stewart owned a carpet business in Winslow, Maine and the Recession of 79 had taken its toll on his business as well as on Pro Arts.

Construction halted and new houses and apartment complexes were at a very low sales period. Business became so bad that Stewart had told me that he simply closed his doors one day and sold off everything and gave what little money he had to the bank and his creditors. He said that he did not file bankruptcy; he just simply walked away from the business.

He had been a friend to one of Bedell's business associates in Penvest before his friend went to work for Penvest. Since he was out of a job, his friend had suggested to Bedell that Stewart work in Ohio as Bedell's manager while Pro Arts prepared its Chapter 11 Plan.

John had asked me what my thoughts were about Stewart and I told him that I would reserve comment on him until after I had gotten to know Stewart better. My first impression of Stewart was totally misleading. He appeared to be very pensive. Later my opinion changed to very stupid. Which became more and more obvious as the months would go by.

A little over one week went by and Bedell came to Pro Arts with Angona and other men from New York to see the business. I was never told who the men were or why they had come to Pro Arts.

Bedell met with me again to discuss the deal that we would make with Angona and him. Again, Bedell was changing what we had agreed to be the deal in Dietrich's office. It became obvious to me that each time we would meet, Bedell had a different proposal. As I had been keeping a diary from October of l981 throughout June of l983, reflecting back on each new deal in retrospect became very enlightening. I began taping telephone conversations since the deals were changing regularly and each time I had discussed the new deals with John and Mike, I became more and more confused. Mike became very abusive towards John and me.

He threatened both John and me often and even threatened our families. Mike was extremely irrational and explosive. Regardless of which new deal I presented to him from Bedell, it was not enough. He kept stating that his wife and seven children could not live on the money that he would receive even with the confirmation of the plan.

Mike continued to blame both John and me for the "fall of the great Pro Arts" in which he had personally felt he had created virtually by himself. All of the problems that were attributed to his personal control from January of 1978 through June of 1979 were non-existent. Mike had bragged several times over the past three years that he had only made two mistakes in his life. One mistake was made when he was thirteen (he could not remember what that one was...) and his second mistake was trusting me, his brother.

I on the other hand felt that I was continually making mistakes. I perhaps would continue to do so even after the reorganization of the company. Yet, I did not feel that the mistakes that I had made were so bad as to discourage my zest for living.

After my meeting with Bedell on September 16, l982, I was very apprehensive about my relationship with Bedell. I felt that if he negotiated a different deal the next time we were to meet, he was not a sincere individual.

Bedell and Angona wanted me to go to New York on September 21 to discuss a Bowl-A-Rama Deal that Angona had been working to complete. When I got to New York I also met with Kenneth Newman, Bedell's and Angona's Attorney. Again the deal that Bedell had agreed to accept earlier was changed, again!

Since Kontronakis was not totally out of the picture at this time, I called Kontronakis to discuss the tentative reorganization plan. He had decided that he was not going to go through with being a part of the plan. He assured me that he was still interested in our company only if Bedell and Angona were out of the picture. Since Angona and Bedell were already advancing money to Pro Arts, their intentions were real while Kontronakis' intentions were totally speculative.

As I was told that Dietrich and Roetzel & Andress were the corporation's attorneys, it was necessary for Mike, John and me to obtain our own attorneys. I called Carl Gillombardo, one of our first attorneys that was also a personal friend of our family's.

Carl had tried to help my father with his Air and Water Purification company. Carl said one of his associates would work with us and represent JMT, Mike, John and me in the bankruptcy. His name was Bill Gagliano.

When I met with Gagliano, I was given information concerning Mike's, John's, J.M.T.'s and my position with the Chapter 11 company.

Gagliano felt that JMT was a secured creditor since the partnership owned the buildings and Pro Arts was the Lessee.

Under bankruptcy law, post petitioned (Claims arising after the filing of Chapter 11) which held secured preferential claims were landlords. While the pre- petitioned claims (claims before the filing of Chapter 11) of a landlord might be considered Unsecured Claims like other creditors, rents due the Leasor after the filing of Chapter 11 must be paid prior to a confirmation of a plan or there must at least be an agreement between the Lessee and the Leasor as to how the rents will be paid on confirmation of the plan.

Gagliano also stated that Mike's, John's and my personal loans to Pro Arts might hold up as secured claims if: 1. The Loans were made well in advance of any Chapter 11 filing; 2. If liens were properly filed; 3. Net Worth of Company at the time loans were made was substantial; and 4. If there were any assets left after the Old Phoenix National Bank was paid off.

Since Mike, John and I had done all of these things, I felt very good about our personal security in the company. Yet, I was later to learn that these elements are not necessarily true!

The one thing that made me feel good was Gagliano's assurance that both Bedell and Angona were now personally responsible to the share- holders of Pro Arts if they did any foul deeds in the company's management.

On September 22, I had dinner with Bill Davis and Charlotte Pfall. Bill was our attorney representing Pro Arts in the Elvis Presley lawsuit. He was happy that the Ohio Federal Appeals Court had ruled Elvis to be without merchandising rights after his death! Bill filed a brief with the Second Circuit Court of Appeals in New York requesting that their decision to uphold Judge Tenney's decision against Pro Arts be reversed since Presley's own state of Tennessee did not recognize any rights to Presley's name, image or likeness. This could mean $85,000 to $100,000 to Pro Arts since Tenney in one of his earlier rulings had established the bond.

When I called home to talk to John about my discussions with Bill, John informed me that Bedell had not yet made that week's payroll!

Bedell and Angona had been receiving money from our Canadian distributor, Kedd Enterprises. While Kedd had sent post dated checks to Gary Hallman at Old Phoenix, Angona had told Kedd to stop payment on those checks and send the Lock Box payments to New York City! This violated the September 8th Lock Box order of Judge White. Hallman became aware of this diversion of Lock Box money especially since the returned checks post dated by Kedd eventually landed on Hallman's desk!

Later, in a January 5, 1983 meeting with Bedell and Dietrich present, Hallman requested that the $9,000 Kedd Lock Box money be paid back to OPNB. Hallman had not yet received notice that a third post dated check of Kedd's had been diverted to Bedell and Angona in New York that really made the $9,000 request a $13,000 diversion! This money would have made the Lock Box total in August, l983 $125,000 instead of $112,000 as I stated earlier. (This would have been illegally sucked out by Hallman anyway, but this illustrates how OPNB, Bramley, Hallman, Schwemler, Dietrich, Roetzel & Andress, were bending over backwards ILLEGALLY to cooperate with Bedell and Angona!)

During the entire time that John and I handled Pro Arts' Chapter 11 situation, we never missed one payroll to the employees. Now, nearly two weeks after Bedell and Angona took control of the company, the payroll had not been met. This excited me to no end. John did not know what to make of this either.

Stewart was commuting weekly to his home in Winslow, Maine and while in Medina, he stayed at the Best Western motel. The cost of his room and meals not to mention the weekly round trip tickets were not part of our regular budget. This week, John had told me that Stewart had to cash one of his own personal checks to pay for his airfare home! I have to admit that second thoughts of our relationship were steadily entering my mind.

On September 23, I met with Bedell in his Penvest office while he call Dietrich to go over some of the expenses that would have to be paid at the time the Pro Art plan was confirmed. Bedell wanted to come out of Chapter 11 before Christmas, but the funds needed to complete the plan might not be available at that time.

Dietrich told Bedell that Roger Ingraham would need at least $10,000 for his legal fees regarding his defense of the Mihalik Suit in Cleveland Federal District Court as well as the Macon-Treffinger Suit in Atlanta.

Central National Bank would have to have the $10,000 pay-off balance and Dietrich wanted $60,000 for his fees in the Chapter 11! He wanted $40,000 now and $20,000 after the Confirmation! Originally, not even a year earlier, Dietrich estimated his fees to be $25,000. Now, before confirmation, he was at $60,000 and climbing!

Ron Cohen was working on the financial statements for the confirmation hearing and his fees would be about $20,000.

After Bedell discussed these fees with Dietrich, he began to re-negotiate our last deal AGAIN!

Bedell was constantly trying to whittle the agreed upon deals down further and further.

While the deals were only small points, the collective effect of each deal became greater than any anticipated negotiations.

Bedell tried to assure me that everyone in our family would benefit from the reorganization. He even assured me that he would loan me $25,000 personally to pay-off my personal debts and he would recover the loan gradually from money I would earn in the reorganized Pro Arts.

On October 7th, we held a very large meeting at Pro Arts in the conference room. Stevenson and Dietrich represented Roetzel & Andress, Pro Arts' attorneys; Andy Finger and Joe Fornal represented Cohen & Co., Pro Arts' accountants; Barry Stewart, Bedell and Newman represented the Officers and Directors of Pro Arts, and John and I represented JMT and the families as shareholders of Pro Arts.

After Bedell and Stewart went over the financials with Finger and Fornal, Bedell began to re-negotiate the last deal that he had made with me in his New York office a few days earlier!

I was so upset with Bedell that I got up and left the room angrily stating that this was the last straw! I told everyone that as far as I was concerned, I would rather face liquidation instead of being continually reduces systematically every time Bedell felt like taking a little bit more for himself!

Bedell and Newman came into my office after I had tried to reach Gillombardo on the telephone. They stated what the "new" deal was to be and I told them that I wanted it in writing. No more verbal negotiations. They agreed to send a letter upon their return to New York outlining the new deal.

I had expressed my concerns to them both about the lack of sales Pro Arts was experiencing. Angona had been in charge of sales for over one month and there was nothing happening. Stewart was sluggishly trying to run Pro Arts, but Bedell's inability to continually fund the company was causing Stewart to struggle in meeting the needs of the company.

I must admit that the continued efforts of Bedell to re-negotiate his pending deals with John and me caused me to continue to look for financial backers that might be able to take Bedell and Angona out of the picture. I met with other financial "backers," yet I am convinced that in the business world there are few people with courage to do a deal that potentially might make them millions of dollars if it means risking even a few thousand to do the deal! Most people that pretend to be "money people" are in reality people that would like to be "money people!" Everyone would like to be wealthy, yet few have the courage or the conviction to grasp an opportunity even if it hit them squarely in the face.

Often individuals with little or no money pretend to be "well off" in order to observe potential opportunity. It is the entrepreneur with the courage to take the chance that succeeds while other daydreamers only contemplate the world of success.

People with real money do not abuse its influence. People that either inherit money or struggle for years to obtain their money are not likely to risk it on potential opportunity. Bankers and loan officers enjoy the position of power they control. Often they will pleasantly assure would-be borrowers that the likelihood of successfully obtaining a loan is at hand while deep in their heart they have no intention of granting the loan.

There is an expression that is rarely repeated among entrepreneurs: "Those that build empires, build industries; those that cannot, become bankers." Definition of a banker: a person that lends you an umbrella when the sun is shining and takes it away when it starts to rain.