This is the full deposition taken by MGA's lawyer, Larry McFarland. The only changes made to this document were to add the word "Page" before the page number along the left side.

Page 1  
	 1            THE UNITED STATES DISTRICT COURT

        2              FOR THE DISTRICT OF COLORADO

        3    CIVIL ACTION NO. 03-D-2512(PAC)

        4    -----------------------------------------------

        5    DEPOSITION OF KAREN DUDNIKOV
             EXAMINATION DATE:  OCTOBER 15, 2004
        6    -------------------------------------------------

        7    KAREN DUDNIKOV, MICHAEL MEADORS,

        8                        Pro Se Plaintiffs,

        9    vs.

       10    MGA ENTERTAINMENT, INC., a California corporation,

       11                        Defendant.

       12    --------------------------------------------------

       13

       14              PURSUANT TO NOTICE, the deposition of
             KAREN DUDNIKOV, was taken at 10:15 a.m., on October
       15    15, 2004, at 1855 Aeroplaza Drive, Colorado Springs,
             Colorado 80302, before Dawn K. Larson, Registered
       16    Professional Reporter and Notary Public in and for
             the State of Colorado.
       17

       18

       19

       20                     Dawn K. Larson
                     Registered Professional Reporter
       21

       22

       23

       24

       25

Page 2

        1                  A P P E A R A N C E S

        2    For the Pro Se Plaintiffs:

        3              KAREN DUDNIKOV
                       MICHAEL MEADORS
        4              P.O. Box 87
                       3463 Maskoke Trail
        5              Hartsel, Colorado  80449
                       (303)913-6075
        6

        7    For the Defendant:

        8              LARRY W. McFARLAND, ESQ.
                       Keats McFarland & Wilson LLP
        9              9720 Wilshire Boulevard,
                       Penthouse Suite
       10              Beverly Hills, California  90212
                       (313)248-3830
       11

       12

       13

       14

       15

       16

       17

       18

       19

       20

       21

       22

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Page 3

        1                        I N D E X

        2    EXAMINATION BY:                         PAGE

        3    Mr. McFarland                           4

        4

        5             I N D E X  O F  E X H I B I T S

        6

        7    DEPOSITION                       PAGE FIRST
             EXHIBIT NO.        DESCRIPTION            APPEARS
        8

        9    8         4-6-04 postings as tabberone  27
                       one-page document
       10
             9         8-13-04 postings as tabberone 29
       11              one-page document

       12    10        1-15-04 posting as tabberone  31
                       one-page document
       13
             11        7-5-04 postings as tabberone  32
       14              one-page document

       15    12        online search results                   54

       16

       17

       18

       19

       20

       21

       22

       23

       24

       25



Page 4



        1                  P R O C E E D I N G S

        2                     KAREN DUDNIKOV,

        3    having been duly sworn to state the whole truth,

        4    testified as follows:

        5                       EXAMINATION

        6    BY MR. McFARLAND:

        7              Q.    Will you please state your name

        8    for the record and spell it?

        9              A.    Karen Dudnikov, D-U-D-N-I-K-O-V,

       10    like Victor.

       11              Q.    Okay.

       12              A.    Can I do one thing right before

       13    we start?

       14              Q.    Sure.

       15              A.    All right.  Not waiving any

       16    confidentiality, we have reviewed our settlement

       17    agreements that are confidential.  They both

       18    require written permission.

       19              Q.    Okay.

       20              A.    Now, I can contact them and ask.

       21    Based on my past dealings with both of these

       22    firms, they will ignore me if there is nothing in

       23    it for them.  I think it may be better if I give

       24    you the contact information and you contact them.

       25    The only thing I would ask is I get copied in on



Page 5



        1    any correspondence, but I think if I contact

        2    them, they will just do what they have done in

        3    the past.

        4              Q.    That's fine.  We're talking about

        5    the Mars agreement?

        6              A.    Mars agreement and Shabby Chic.

        7              Q.    Okay.

        8              A.    I will give you the contact

        9    information for both of them.  I can email it to

       10    you and Mr. Caplan.

       11              Q.    Do you have that with you?

       12              A.    No, I don't.

       13              Q.    Email it to me.  That's perfect.

       14    We'll do that and we'll copy you in on the letter

       15    and letting you know that we discussed it and

       16    you're fine with it.

       17              A.    We're fine with it.

       18                    MR. MEADORS:  It's their call.

       19    They're the ones that insisted on the

       20    confidentiality.

       21              Q.       (BY MR. McFARLAND)  Okay.  And

       22    I assume you'd be willing to enter into some kind

       23    of protective order and that we can only use it

       24    in litigation.

       25                    MR. MEADORS:  That's fine.



Page 6



        1              Q.       (BY MR. McFARLAND)  Normally,

        2    just so you know, that is the concern.  That is

        3    normally the concern that people have is they

        4    don't want their document being put into the

        5    press.  You know what I'm saying?  They don't

        6    want it being released.  So, in other words, they

        7    have confidentiality for you as long as we're

        8    willing to keep it confidential, generally

        9    speaking, that's all, but I'll discuss it with

       10    them.

       11              A.    That's fine.

       12              Q.    We're all willing to keep it

       13    confidential.

       14              A.    Post it on the website.  I don't

       15    care.

       16              Q.    I don't think they would like

       17    that, and I don't see why we would do that.  We

       18    won't do that.  Okay.  So, Ms. Dudnikov, you were

       19    here yesterday, correct?

       20              A.    Yes, I was.

       21              Q.    So I want to go over with you

       22    again just really quickly some of the rules.

       23              A.    Uh-huh.

       24              Q.    The typing is not going to --

       25              A.    I actually -- when it comes to



Page 7



        1    questions, I'm a visual learner.  I'm a visual

        2    person, and to just hear a question, I don't

        3    always understand it.  I have to see it.

        4              Q.    Okay.  You can do what you want.

        5    It seems like -- it would confuse me, but you can

        6    do what you want.  All right.  So the first thing

        7    is, as I told Mr. Meadors yesterday, although

        8    this is an informal setting, it is as though you

        9    were testifying in court.  You understand you're

       10    under oath, and you understand you have to

       11    testify truthfully, correct?

       12              A.    Yes, I do.

       13              Q.    Also, one of the admonitions, one

       14    of the things that is important to think about is

       15    that -- don't guess.  In other words, when I ask

       16    you a question, if you could estimate, then I

       17    would like you to estimate but don't guess.  Let

       18    me give you an example.  For example, if I ask

       19    you to estimate the length of this table, more

       20    than likely you could estimate it.  You might say

       21    it is 15 feet, 20 feet.  You're not sure, but

       22    something like that.  That's an estimate.  If I

       23    ask you to tell me how long the table was in the

       24    room down the hall that you hadn't been into, and

       25    you told me, you guessed that it was the same



Page 8



        1    table as this, that would be a guess.

        2              A.    Okay.

        3              Q.    I don't want you to guess.  Do

        4    you see the difference?

        5              A.    Yes, I do.

        6              Q.    Okay.  As I mentioned yesterday

        7    to Mr. Meadors, the court reporter is going to

        8    take down everything that we say.  We're going to

        9    then provide the original transcript to you for

       10    your review.  You can make corrections on the

       11    transcript.  However, we at trial can question

       12    you or comment about any of those corrections.

       13    So the most important thing today to make sure

       14    that you understand my question, and you answer

       15    clearly, and we get a good record.  Do you

       16    understand that?

       17              A.    Yes, I do.

       18              Q.    The other thing, too, is

       19    Mr. Meadors did a good job yesterday.  It is hard

       20    because I know half the time you're going to know

       21    what I'm going to ask, and you just want to go

       22    ahead and answer.  It Is such a normal thing to

       23    do, but with the court reporter, is it very

       24    important for us not to do that.  So please let

       25    me finish my question even though you're probably


Page 9



        1    going to be right about what I'm asking, and I'll

        2    let you finish your answer so the court reporter

        3    can get a good record.  Is that okay?

        4              A.    Yes, it is.

        5              Q.    Any breaks, of course, anytime

        6    you wanted to take a break, not a problem.  Is

        7    there any medical reason you can't give your

        8    best, truthful testimony here today?

        9              A.    No, there is not.

       10              Q.    Are you on any medication that

       11    would affect your ability to testify truthfully

       12    and accurately?

       13              A.    No, I am not.

       14              Q.    Did you review any documents in

       15    preparation for your deposition today?

       16              A.    Yes, I did.

       17              Q.    What did you review?

       18              A.    I reviewed the Nolo Book on

       19    Depositions, whatever came up when I plugged in

       20    deposition plus procedure into AltaVista.

       21    Several law firm websites come up with preparing

       22    their clients for a deposition.  I actually read

       23    some depositions that were posted online because

       24    there is some rather high profile ones that are

       25    out there, which being nosy, I just had to sit



Page 10



        1    there and plow all the way through just because I

        2    got caught up in what was going on.

        3              Q.    All right.  Okay.  Anything else?

        4              A.    That's all that comes to mind.

        5              Q.    Did you review the Mars or Shabby

        6    Chic agreement?

        7              A.    Oh, yes, I did.  I reviewed the

        8    Mars one.  The Shabby Chic one is more familiar

        9    in my mind since it is newer.  The Mars agreement

       10    is two years old at this point and had gone

       11    through many permutations, and I wanted to go and

       12    read the very recent one.

       13              Q.    Did you bring the Bratz hat with

       14    you?

       15              A.    Yes, I did.

       16              Q.    Okay.  We'll get to that.  I just

       17    wanted to make sure it is here.  Okay.  Have you

       18    ever been a defendant in a lawsuit?

       19              A.    Yes.

       20              Q.    Okay.  How many times?

       21              A.    Can we put a timeline?

       22              Q.    Let's say the last five years.

       23              A.    Okay.

       24              Q.    And I don't care about your --

       25              A.    You don't care about our builder?



Page 11



        1              Q.    You were in the same litigation

        2    with Mr. Meadors regarding the builder?

        3              A.    Yes.  There was one other case

        4    which he forgot to mention which is when they

        5    sued us for the website we put up about them.

        6              Q.    Oh, tell me about that.

        7              A.    We put up a website called

        8    www.northstarsucks.com.  We had gone to the

        9    building departments, found other people who had

       10    building permits pulled by that contractor,

       11    contacted them, put an ad in the paper, and

       12    probably had at least 20 people who had been

       13    cheated by this builder.  She had a pattern of

       14    how she did it, and we got everybody's stories

       15    and compiled into this is how they do it.

       16              Q.    She being Northstar?

       17              A.    Barbara Robbins, yes.  Barbara

       18    Robbins was Northstar.  The website was not

       19    complimentary in the least to her company.  It

       20    was not complimentary in the least to her.  She

       21    took offense on the website when we called her

       22    peanut butter legs.  That's an East Coast

       23    expression I brought west with me when I came.

       24    Peanut butter legs means easy to spread.  She

       25    took us to court.  The lower court, district



Page 12



        1    court in Fairplay ruled that the website was

        2    obscene because of that.  We took it to the

        3    Colorado Court of Appeals, and the Colorado Court

        4    of Appeals agreed with us that while "peanut

        5    butter legs" may be crude and tasteless, it is

        6    not obscene, and that they deemed our website to

        7    be protected speech.  She is now out of business

        8    just as an aside.

        9              Q.    Okay.  Any other cases besides

       10    that one and the two that Mr. Meadors mentioned

       11    yesterday in which you have been --

       12              A.    It was Northstar and that was

       13    Mars.  Defendant -- not that I remember.  I would

       14    think I would recall.  I don't remember anything

       15    else.

       16              Q.    And, again, you were here

       17    yesterday so we can do this two ways.  I mean,

       18    you can list for me the cases in which you have

       19    been a plaintiff, or if you have your notes and

       20    you recall if Mr. Meadors missed any, either way

       21    is fine with me.  I certainly have all the ones

       22    that Mr. Meadors remembered yesterday.  It might

       23    be more efficient if we just fill in any

       24    additional litigation, if he missed any.  He may

       25    not have.



Page 13



        1              A.    Okay.  Litigation.

        2              Q.    Can you run through them briefly?

        3    I see you're taking notes.  Just go ahead and jot

        4    them down.

        5              A.    I'm writing then down so I can

        6    count.  I know how much we have had.

        7              Q.    We can run through them quickly

        8    and see if it matches.

        9              A.    Okay.

       10              Q.    All right.

       11              A.    I have 14.

       12              Q.    14.  Why don't you list them real

       13    quick to make sure we're accurate?

       14              A.    Mars, Disney, Major League

       15    Baseball Properties, United Media, Shabby Chic,

       16    Wiggles, MGA, Vittoria North America, Allied,

       17    Fleurville, Debbie Mumm, Weight Watchers, United

       18    Media and Sanrio.

       19              Q.    You listed United Media twice.

       20              A.    I did that.  That's why my count

       21    came out right.  I'm still missing one then.

       22              Q.    I think you listed United Media

       23    fourth, didn't she?

       24              A.    Yeah, I listed that second to

       25    last.  I didn't see that.  So I am missing one of


Page 14



        1    them.  Oh, E!.

        2              Q.    E!.  There we go.  So the right

        3    number is 14?

        4              A.    I believe so, yes.

        5              Q.    Okay.

        6               (Discussion off the record.)

        7              Q.    Also, let's go over briefly your

        8    educational background, Ms. Dudnikov.

        9              A.    Okay.  Graduated from high school

       10    in 1974.  I did two years at UMBC.  I did some --

       11              Q.    You told me that was what?

       12              A.    University of Maryland, Baltimore

       13    County campus.

       14              Q.    Okay.

       15              A.    I did some time -- boy, that

       16    sounds like jail.  Never mind.  I did some

       17    classes at NOVA, which is Northern Virginia

       18    Community College.  I attended National Louis

       19    University and got a bachelor's in business.

       20              Q.    Okay.  Anything else?

       21              A.    General classes, computer

       22    classes, training on programs, work-related

       23    things.  I was a computer consultant for awhile.

       24    They sent me to a number of classes so I could

       25    actually know what I was consulting on.  That



Page 15



        1    would be it.

        2              Q.    No classes in, for example, law?

        3              A.    Just as part of the business

        4    degree, I took business law.

        5              Q.    Okay.  But not other than that?

        6              A.    No.

        7              Q.    Okay.  What emails, email names

        8    have you used, let's say, in the last four years?

        9              A.    Okay.  The ones I've used and not

       10    extra ones that he left off?

       11              Q.    We'll get to that.  Ultimately I

       12    want all the ones you have used, you have used

       13    for the company, that maybe Mr. Meadors forgot.

       14              A.    Okay.  I use Karen@tabberone.com.

       15              Q.    Okay.

       16              A.    I use tabberone@at hotmail.com.

       17    I use tabberone@yahoo.com.  I use tabberone

       18    spelled out @Juno, the word completely spelled

       19    out, and then tabber1@Juno.  I use

       20    karen@meadnikov-webdesign.com.

       21              Q.    Bendikov?  Can you spell that for

       22    us?

       23              A.    Meadnikov, M-E-A-D-N-I-K-O-V dash

       24    webdesign.com.  I use Ashweller2003@yahoo.com.

       25    PauleBayseller@hotmail.com.  That would be it for



Page 16



        1    me.  Oh, blueiscool@Juno.  That, I believe, is

        2    for me.

        3              Q.    Okay.  What about for --

        4              A.    For Mike, what I believe he

        5    missed yesterday -- I believe he missed

        6    MikeMeadors1@yahoo.  I believe he got the Juno

        7    account, the Hotmail account, Meadnikov and

        8    Tabber.  I know the MikeMeadnikov1@yahoo.com.

        9              Q.    Can you spell Meadnikov again for

       10    me?

       11              A.    M-E-A-D --

       12              Q.    M-E-A-D --

       13              A.    Uh-huh.  N-I-K-O-V.  It will help

       14    if you remember it's a combination of both of our

       15    last names.  Meadnikov.  The first few letters of

       16    his and last of mine.

       17              Q.    Does Mr. Meadors use any

       18    Meadnikov email names?

       19              A.    He didn't give you

       20    Mike@Meadnikov-webdesign yesterday?

       21              Q.    Might have.  Okay.  Do all of

       22    Mr. Meadors' email address have either the name

       23    Mike or Mike Meadors in them?

       24              A.    As far as I know, yes.

       25              Q.    Okay.  And yours either have



Page 17



        1    Karen, tabberone, Ashley Weller, PauleBay or

        2    blueiscool.  Are there any other names that are

        3    used?

        4              A.    Not that I can think of.  That's

        5    enough passwords for me.

        6              Q.    What about for the company?  Are

        7    there any different ones that will be used on

        8    behalf of the company, tabberone or any other

        9    company you're involved with, or is that it?

       10              A.    We use order@tabberone.com, but

       11    nobody ever uses it.  We just get spam mail in

       12    there, and there probably is -- there might be

       13    something like webmaster@tabberone.com.  There is

       14    just some general canned emails that come with --

       15    the emails for tabberone and Meadnikov came with

       16    the website package, but there may be some that

       17    are there that we're not even aware of.

       18              Q.    Okay.  So I'll go back to your

       19    email, emails that you've used.

       20    Karen@tabberone.com, how long have you used that

       21    one?

       22              A.    I'm thinking 2003.

       23              Q.    And tabberone@hotmail.com?

       24              A.    I'm thinking 2000 -- no.  2000,

       25    the end of 2000.



Page 18



        1              Q.    Now, I should have asked.  Let me

        2    go back.  Karen@tabberone.com, is that the email

        3    one that you still use?

        4              A.    That is my main email account.

        5              Q.    So that is still in use?

        6              A.    Yes.

        7              Q.    Okay.  Tabberone@hotmail.com, is

        8    that still in use?

        9              A.    Yes, it is.

       10              Q.    How do you decide which one to

       11    use?

       12              A.    Occasionally ISPs will block

       13    certain emails.  AOL is notorious for blocking

       14    certain emails, and I use Karen@tabberone as my

       15    main ID.  If I get a bounced back message, I will

       16    use -- it will start going through my line of

       17    other email accounts.

       18              Q.    They're all in order, the ones

       19    that you gave me, the order you gave me usually

       20    to go to tabberone next?

       21              A.    I usually go from tabberone to

       22    Hotmail to Yahoo.

       23              Q.    I'm confused.  You usually go to

       24    the Karen@tabberone to Hotmail to Yahoo?

       25              A.    Right.



Page 19



        1              Q.    So they are in order?

        2              A.    Yes.

        3              Q.    Tabberone and Yahoo.  When did

        4    you first start using tabberone@yahoo?

        5              A.    I don't remember.

        6              Q.    No. 4,

        7    tabberone@meadikov-webdesign.  No.  That is

        8    tabber1@juno.  That's it.

        9              A.    Okay.  That one is probably in

       10    2000 also.

       11              Q.    Both with the --

       12              A.    No, the one with the number one I

       13    would have started back in 1998 when I went

       14    online.

       15              Q.    Okay.  So Tabber with a number

       16    one 1998, Tabber with the O-N-E is what year

       17    again?

       18              A.    Probably around 2000.

       19              Q.    Okay.  And are those still in

       20    operation?

       21              A.    I believe the Tabber with the

       22    number one is.  I don't believe I have used Juno

       23    recently on either Tabber account.

       24              Q.    You still have an account with

       25    Juno?


Page 20



        1              A.    Yeah.

        2              Q.    Okay.

        3              A.    I don't think they ever get rid

        4    of you.  I think the last time I went in to check

        5    if anything was there, I could still log in.  I

        6    just have, I don't know, 15 pages' worth of junk

        7    that I had to delete.

        8              Q.    Okay.  Just junk mail?

        9              A.    Yeah, it is.  Once I stopped

       10    using that ID on eBay, I stopped getting a lot of

       11    spam.

       12              Q.    So you don't use these on eBay?

       13              A.    No.  Well, no.  Back up.

       14    Tabberone@yahoo -- yeah, tabberone@yahoo is

       15    attached to my posting ID, which is VeRO asterisk

       16    queen.

       17              Q.    That's your posting ID?

       18              A.    That is one of them.  I usually

       19    post under my maiden name.  Very rarely -- it

       20    doesn't do any good to post under VeRO*queen

       21    because everybody knows who that is.

       22              Q.    What other names do you post

       23    under?  Tabberone written out?

       24              A.    Yes, that's my user ID on eBay.

       25              Q.    And VeRO*queen?



Page 21



        1              A.    Uh-huh.

        2              Q.    Those are the only names you post

        3    under?

        4              A.    Yes.

        5              Q.    Okay.  So the next in order was

        6    Karen@meadnikovwebdesign?

        7              A.    Yes.

        8              Q.    Why did you start using this one?

        9              A.    It probably would be within the

       10    past year or so.  That attached to a buying ID on

       11    eBay.

       12              Q.    Why did you decide to use a

       13    different email address to it?

       14              A.    You have to under eBay rules.

       15    You can have as many accounts as you want as they

       16    don't interact with each other, but each account

       17    must have a separate email address.  You can

       18    verify them with the same credit card.  You have

       19    to have a separate email address.

       20              Q.    And AshleyWeller2003?

       21              A.    I started that in 2003.

       22              Q.    Do you remember when in 2003?

       23              A.    It would have been the -- either

       24    March or April of 2003.

       25              Q.    Is there any reason you remember


Page 22



        1    that?

        2              A.    It was set up because of

        3    litigation involved with Major League Baseball.

        4              Q.    Okay.  So tell me about that.

        5    What do you mean it was set up involving Major

        6    League Baseball litigation?

        7              A.    What we have found in the past,

        8    let's say, with Mars and Disney they will very

        9    actively shut down items made with their licensed

       10    fabric.  We got into a confrontation with them,

       11    and we have found that they stopped enforcing

       12    that rule.  They'll let everybody else and their

       13    brother sell items made with the licensed fabric.

       14    What I decided to do with Major League Baseball

       15    was to see whether Major League Baseball acted

       16    the same way that Mars and Disney had, that the

       17    minute a lawsuit was filed, they stopped shutting

       18    down other people, which basically means these

       19    other people have a open playing field, and I'm

       20    locked out because I'm in litigation, and I can't

       21    list.  So I had made up Ashweller and sent Bryan

       22    Day from Major League Baseball properties --

       23              Q.    Can you spell it for me?

       24              A.    Bryan, B-R-Y-A-N, and then Day,

       25    D-A-Y.



Page 23



        1              Q.    Uh-huh.

        2              A.    I sent him some auctions for

        3    fabric items that were handcrafted and I got an

        4    email back in response something along the lines

        5    of we're discussing in-house how to handle this

        6    situation, which we used as an attachment in one

        7    of our filings.

        8              Q.    What was Bryan Day's title, do

        9    you know?

       10              A.    He was in-house counsel, and I

       11    don't remember what he was other than in-house

       12    counsel.  He had -- Ethan Orlinsky, and I have no

       13    idea how to spell Orlinsky.

       14              Q.    Just phonetically.

       15              A.    Ethan, E-T-H-A-N, and I believe

       16    it is O-R-L-I-N-S-K-Y, was in-house counsel and

       17    like senior vice-president or something.  I'm not

       18    quite sure of his title.  It is all in the Major

       19    League Baseball filing paperwork that you have.

       20              Q.    Do you think Ethan was Bryan's

       21    boss?

       22              A.    Yes.

       23              Q.    Okay.  So you communicated with

       24    Bryan Day as Ashley Wilson(sic).  Did you know

       25    that, in fact, he was communicating with you?



Page 24



        1              A.    No.

        2              Q.    Why did you use Ashley Wilson

        3    rather than change your others, one of your other

        4    email names?

        5              A.    If I were to contact him using my

        6    name, he would see it for the setup that it was.

        7    And there also is a possibility since we were

        8    involved in litigation that he would not read any

        9    email from me.

       10              Q.    Okay.  Did you use -- have you

       11    used -- I mean, putting this item aside for a

       12    moment, have you used AshleyWeller2003 email

       13    address, email account to communicate with

       14    anybody else?

       15              A.    Yes.

       16              Q.    Okay.  Who else?

       17              A.    I have used them to communicate

       18    with Warner Brothers and Disney.

       19              Q.    Let's talk about that.  Let's

       20    start with Warner.

       21              A.    I contacted Marc Brandon,

       22    M-A-R-C, B-R-A-N-D-O-N, when they had shut down

       23    our auctions back in 2000, he was quite

       24    reasonable.  So when I spot blatant counterfeits

       25    on eBay, I will send him the email, or I'll send



Page 25



        1    him the auction listing for the blatant

        2    counterfeit.

        3              Q.    Anything else?

        4              A.    With Marc, no?  With Warner

        5    Brothers?  No.

        6              Q.    What about with Disney?

        7              A.    Same thing.  I will send blatant

        8    counterfeits to Disney, product enforcement.

        9              Q.    To Mary Fossier, F-O-S-S-I-E-R?

       10              A.    I had sent them to product

       11    enforcement at Disney and been ignored.  So I

       12    have also then directly sent them to Mary Fossier

       13    who was our contact person.  Product enforcement

       14    wasn't doing anything, and from what I have been

       15    able to tell, Mary Fossier has not done anything.

       16              Q.    So then you also -- anyone else

       17    besides MGA that you used this email name with,

       18    other than what you have listed, of course?

       19              A.    Not that comes to mind.

       20              Q.    Okay.  And you also, then, sent

       21    an email under the Ashley Weller name to David

       22    Oates at MGA, correct?

       23              A.    I sent more than one.

       24              Q.    Okay.  How many did you send?

       25              A.    At least three.



Page 26



        1              Q.    And what was the purpose of those

        2    emails?

        3              A.    I wanted to -- once I saw that

        4    MGA had released fabric, I wanted to see whether

        5    he would be shutting down auctions made with the

        6    handcrafted fabric.  So in the emails I would

        7    report the blatant counterfeits, and I would see

        8    the blatant counterfeits with one or two fabric

        9    items.

       10              Q.    What was your thinking in

       11    including both the counterfeits and the items

       12    made from licensed fabric in one email?

       13              A.    I wanted to see if he was going

       14    to shut down anything.

       15              Q.    And, again, you used the Ashley

       16    Weller name for the same reasons you did with

       17    Major League Baseball?

       18              A.    Yes.

       19              Q.    And did Mr. Oates respond to you?

       20              A.    Yes, he did.  He sent me an email

       21    on two occasions when I had reported items saying

       22    he was instructing eBay to -- on one occasion, I

       23    think he said he instructed eBay to shut down

       24    auctions, but the fabric auction remained up.  On

       25    the second occasion, he sent an email instructing



Page 27



        1    eBay to shut down some of the auctions.

        2              Q.    Did Mr. Oates know that he was,

        3    in fact, communicating with you?

        4              A.    I do not know what Mr. Oates

        5    thinks.

        6              Q.    But there was no indication in

        7    your email that would lead him to think that he

        8    was communicating with you?

        9              A.    No, there was none.

       10              Q.    Any other communications with

       11    anybody else under the Ashley Weller name at any

       12    time?

       13              A.    Not that I can recall.

       14                    MR. McFARLAND:  Can we take a

       15    quick break?

       16              (Recess taken.)

       17                    MR. McFARLAND:  Back on the

       18    record.

       19              (Exhibit Number 8 was marked.)

       20              Q.    Ms. Dudnikov, can you take a look

       21    at this?  In the middle of the page appears to be

       22    a posting from you as tabberone?

       23              A.    Yes, it is.

       24              Q.    Okay.  It is.  Do you want to

       25    take a moment?  If you want to read the one above



Page 28



        1    it and then respond, that's fine, whatever you

        2    want to do.

        3              A.    You want me to read the one above

        4    it?

        5              Q.    You can read it to yourself, if

        6    you want to get the context.

        7              A.    Okay.

        8              Q.    Would you read your response?

        9              A.    "Rendition, not sure what you

       10    mean, but it doesn't sound good.  I would buy the

       11    licensed fabric and make my own appliques out of

       12    that.  Debbie Mumm recently shut me down for

       13    using their licensed fabric.  It is not that they

       14    objected to my using the fabric, they objected to

       15    my use of their name.  Gosh, federal law Fair Use

       16    says I can say Debbie Mumm if it is Debbie Mumm.

       17    They have got a federal lawsuit for me sitting on

       18    their desk also."

       19              Q.    Okay.  The section where you say,

       20    "I would buy the licensed fabric and make my own

       21    appliques out of that," what did you mean?

       22              A.    She was talking about making her

       23    own Hello Kitty design, and I suggested that in

       24    order to be more correct, to buy the licensed

       25    Hello Kitty fabric and make appliques out of the



Page 29



        1    licensed fabric and put that on an item as

        2    opposed to making her own design.

        3              Q.    Okay.  What you do mean by making

        4    an applique?  You mean cutting out the character

        5    from the fabric?

        6              A.    Yes.

        7              Q.    So that would be -- for example,

        8    with the Bratz fabric, that would be cutting

        9    Sasha out of a licensed Bratz fabric?

       10              A.    As is being done on eBay right

       11    now.  Yes, that is what I mean.

       12              Q.    Okay.  And then applying that

       13    applique to something else?

       14              A.    Yes.

       15              (Exhibit Number 9 was marked.)

       16              Q.       (BY MR. McFARLAND)  Do you

       17    want to take a minute and read through the page

       18    and let me know if that posting under tabberone

       19    is yours?

       20              A.    Yes, it is.

       21              Q.    Would you read that for me it?

       22              A.    It is post 21 of 22.  And I have

       23    in italics, "eBay making it easy for VeRO members

       24    to commit perjury, not like they've had any

       25    problem doing so anyway, but, hey, what else is



Page 30



        1    new?  I got some answer to interrogatories I

        2    served and they lied on the response in a court

        3    document, affidavit and all.  I hate it when

        4    people think I'm stupid."

        5              Q.    Who were you referring to?

        6              A.    I believe -- let's see.  This is

        7    8-13.  I believe it was probably Allied.

        8              Q.    And that's the Dunkin' Donuts

        9    case?

       10              A.    Yes, it is.

       11              Q.    Did you tell them that you -- did

       12    you tell anyone that were representing Dunkin'

       13    Donuts that you thought they were lying?

       14              A.    During the deposition, on our --

       15    let me back up.  On our interrogatories to them,

       16    we had asked a very, very specific question, and

       17    the lawyer had asked why I had asked the question

       18    that I had because we wanted to get the answer

       19    from Allied.  We just did not think that they

       20    would not tell the truth on it.  Also, the other

       21    part, since this is a little bit out of context,

       22    what this post was about is eBay had put a button

       23    at the bottom of the auction that said VeRO

       24    report.  So all theoretically somebody would have

       25    to do is go to the auction, click on the button



Page 31



        1    and just get shut down right from there if they

        2    had the VeRO password.  That had not gone

        3    through.

        4              (Exhibit Number 10 was marked.)

        5              Q.    The posting tabberone in the

        6    middle of the top of page, is that your post?

        7              A.    Yes, it is.

        8              Q.    Would you read that for me?

        9              A.    Yes, I will.  It is reply No. 3,

       10    "No, no, no.  Don't hand paint someone's licensed

       11    design.  That is just asking for trouble.  Buy

       12    some fabric and cut out the designs and put them

       13    on wood.  You are probably okay there.  The hand

       14    painting thing will get you in hot water."

       15              Q.    So this refers to what we

       16    discussed earlier is you can get -- buy the

       17    licensed fabric, cut out a design such as Sasha,

       18    and then, for example, apply that to wood or

       19    whatever you want and that is okay?

       20              A.    My belief, yes, it is.

       21              Q.    Have you ever been paid for any

       22    of the advice that you have given to people?

       23              A.    No.  I have not.

       24              Q.    Have you ever received any other

       25    form of compensation for the advice that you've



Page 32



        1    given to people?

        2              A.    Heartfelt thanks.

        3              Q.    But no gifts or anything like

        4    that?

        5              A.    No.

        6              Q.    When I see tabberone postings, is

        7    it fair to say that those are you and not Mike,

        8    or sometimes it is Mike posted under tabberone?

        9              A.    I would say that 99 percent of

       10    the postings under tabberone are mine.

       11    Occasionally I will ask him how would -- how do

       12    you think I should word this, but I'm doing the

       13    actual typing and hitting the submit button.

       14              (Exhibit Number 11 was marked.)

       15              Q.    Do you see the post under

       16    tabberone?  Is that your post?

       17              A.    Yes, it is.

       18              Q.    Okay.  And if you just read the

       19    first two sentences, "I doubt that" --

       20              A.    "I doubt that Warner Brothers

       21    would give you permission.  Don't sell them on

       22    eBay where you are too easy to find."

       23              Q.    What do you mean by that second

       24    sentence, "don't sell them on eBay where you are

       25    too easy to find"?



Page 33



        1              A.    Warner Brothers polices eBay.  I

        2    was telling her not to sell them on there

        3    because, in my opinion, what she was going to try

        4    and do making Bugs Bunny and Scooby Doo candy

        5    kisses out of plastic, canvas and yarn would be

        6    infringing on their copyrights.

        7              Q.    But why say "don't sell them

        8    where they are too easy to find"?  Why not say

        9    "don't sell them"?

       10              A.    Because I'm not their mother.

       11    I'm saying don't sell them -- she was asking

       12    because she wants to list them on eBay.  She

       13    specifically says "I'm planning to sell them on

       14    eBay."  I said don't sell them on eBay.

       15              Q.    Well, that is not really what you

       16    say.  You say "don't sell them on eBay where you

       17    are easy to find" as opposed to "don't sell them

       18    on eBay," period.  Do you understand the

       19    distinction?  I'm just confused on why you

       20    wouldn't say simply "don't sell them.  In my

       21    opinion, you shouldn't sell them."

       22              A.    Because I just -- that's what I

       23    did.

       24              Q.    Okay.

       25              A.    Ah, 6:39.  Oh, 8:03.  I have had



Page 34



        1    my coffee by then.

        2              Q.    The licensed fabric, you have

        3    purchased over the years quite a few licensed

        4    fabrics?

        5              A.    Yes, I have.

        6              Q.    Can you list for me some of the

        7    licensed fabrics that you purchased?

        8              A.    Okay.  M&M/Mars, United Media,

        9    which is Peanuts fabric, Major League Baseball,

       10    National Football League, NASCAR, Betty Boop,

       11    Coke, Debbie Mumm, Teresa Kogut.

       12              Q.    Who is that?

       13              A.    T-E-R-E-S-A, K-O-G-U-T.

       14              Q.    Okay.

       15              A.    Dianna Markum.  Dianna is spelled

       16    with two N's.  Beth Yarbrough, Henry Alexander,

       17    Sanrio, Strawberry Shortcake, My Little Pony,

       18    Shrek, Disney, Care Bears, Bob the Builder.

       19    We're just talking licensed fabrics?

       20              Q.    Correct.

       21              A.    Okay.

       22              Q.    MGM?

       23              A.    No -- well, I have purchased

       24    fabric.  I believe his name is Michael Miller.

       25    There is somebody like a Sue Beth, but I don't



Page 35



        1    know if that is just her first and middle name,

        2    and I've forgotten her middle name.  I remember

        3    Sue Beth or something.

        4              Q.    Okay.

        5              A.    Okay.  Well, if we're talking

        6    about licensed or copyrighted?

        7              Q.    Either one.

        8              A.    Can we clarify?

        9              Q.    Sure.

       10              A.    Okay.  Springs has quite a few

       11    copyrighted fabrics.

       12              Q.    Springs?

       13              A.    Springs, S-P-R-I-N-G-S.  That

       14    would be the one.  Blue Jean Teddy.

       15              Q.    That was Sue Beth?

       16              A.    No.  That is Blue Jean Teddy.

       17    When I saw Springs, that is who prints the Blue

       18    Jean Teddy fabric.

       19              Q.    Is that separate from Springs or

       20    in addition to Springs?

       21              A.    It is in addition to Springs.

       22    Blue Jean Teddy is another licensed print.

       23    Springs has copyrighted fabric.

       24              Q.    Are you distinguishing that, for

       25    example, from more character-based versus



Page 36



        1    licensed designs or copyright designs?

        2              A.    Correct.  Let's say Springs will

        3    print soccer fabric, and it will just have soccer

        4    balls, and they will copyright the soccer balls.

        5              Q.    Okay.

        6              A.    This, I believe, right now is

        7    what I can think of for licensed fabric short of

        8    being able to get online and cheat.

        9              Q.    Okay.  Now, what about other than

       10    licensed fabric?  What about other licensed --

       11    you made a distinction a minute ago.  You're only

       12    talking about licensed fabric, and so you bought

       13    some other licensed items.  What are those?

       14              A.    I have bought appliques.  I have

       15    bought the appliques from Disney, Wiggles, MGA,

       16    Sesame Street.  That's as far as the appliques

       17    that I can think of.  There may be more, but I

       18    don't think so.

       19              Q.    Anything other than fabric and

       20    the appliques?

       21              A.    I have used licensed embroidery

       22    designs.

       23              Q.    And whose are those?  What

       24    rights' owners did those involve?

       25              A.    Disney -- I'm not sure who owns



Page 37



        1    the Muppets.  It might just be the Muppets.

        2              Q.    Okay.

        3              A.    I don't remember off the top of

        4    my head.  I probably do have some Sesame Street

        5    ones.

        6              Q.    Okay.  Anything else?  Any other

        7    types of products that you have purchased?

        8              A.    Let me think about that for a

        9    second.  May have in the past purchased things

       10    like a licensed T-shirt and made something else

       11    out of it.

       12              Q.    Okay.

       13              A.    I have purchased licensed

       14    bandanas and made items from them.  I'm trying to

       15    remember if I would have purchased any hats and

       16    added my own embellishment to them.  It was more

       17    just a, "Gee, wouldn't that be an easy idea."

       18    Bandanas and the shirts come to mind.  And that

       19    is all that comes to mind right now.

       20              Q.    During the deposition, if

       21    anything else comes to mind, we can always go

       22    back.  Let's talk about the licensed fabric for a

       23    minute.  You bought a lot of licensed fabric over

       24    the years.  When did you start buying licensed

       25    fabric?  Was it M&M?  Is that when you started?



Page 38



        1              A.    I started in 1998 with the M&M

        2    fabric.

        3              Q.    Okay.  Now, with respect to the

        4    fabric that you have bought over the years, do

        5    you recall at times seeing any kind of language

        6    on the selvage?

        7              A.    Yes, I do.

        8              Q.    Tell me what you recall.

        9              A.    There are two basic ones.

       10    Disney, Springs, MGA, say "intended for

       11    noncommercial use only."

       12              Q.    Disney, Springs and MGA is for

       13    noncommercial use only?

       14              A.    Intended for noncommercial use

       15    only.

       16              Q.    There is another type?

       17              A.    Yes.  Major League Baseball and

       18    the NFL say "for individual consumption only, any

       19    other use is prohibited and illegal."

       20              Q.    So you knew about the language on

       21    the selvage at the time that you purchased these

       22    fabrics?

       23              A.    Yes, I did.

       24              Q.    And you said the second type was

       25    NFL and baseball?



Page 39



        1              A.    Yes.

        2              Q.    But it is your position that this

        3    language does not restrict your ability to use

        4    the fabric; is that correct?

        5              A.    That is correct.

        6              Q.    And that is based upon your

        7    understanding of the intellectual property laws?

        8              A.    That is based upon my

        9    understanding of the intellectual property laws.

       10    It is also based upon my dealings with Major

       11    League Baseball properties.

       12              Q.    Okay.  What about them?

       13              A.    Major League Baseball commented

       14    quite a few times about their disclaimer.  We

       15    asked them to please provide us with a federal or

       16    state statute that backed up that their

       17    disclaimer would be binding upon me as a

       18    purchaser and that I could not use the fabric,

       19    and they never came up with anything.

       20              Q.    Did they ever tell you they

       21    agreed with your analysis or simply they didn't

       22    provide you any cases?

       23              A.    They would never tell me that

       24    they agreed with me.  They did settle with me to

       25    some extent.  I would say that is a form of



Page 40



        1    agreement.

        2              Q.    Oh, I understand that you think

        3    that, but they never told you they agreed with

        4    you?

        5              A.    That is correct.  I, just as an

        6    aside, would add that between two law firms, six

        7    partners and four associates, if there was any

        8    language, somebody would have told me.

        9              Q.    Was your understanding of the

       10    intellectual property laws that there has to be a

       11    published decision in order for there to be a

       12    right?

       13              A.    Can you please repeat that?

       14              Q.    Sure.  Is it your understanding

       15    that unless there is a published decision,

       16    intellectual property rights' owners cannot

       17    assert a particular position?

       18              A.    I don't believe I know the answer

       19    to that.  I would believe that a published

       20    decision would be a court case where they would

       21    cite some language from the court upholding a

       22    federal or state statute.  The only fabric case

       23    that we have been able to find is Precious

       24    Moments.

       25              Q.    And you have talked about that on



Page 41



        1    your website?

        2              A.    Yes.

        3              Q.    Do you ever list auctions for

        4    other people?

        5              A.    Yes, I do.  I am a registered

        6    trading assistant with eBay.

        7              Q.    Okay.  How many auctions have you

        8    listed for other people?

        9              A.    I don't know.  I would say it is

       10    somewhere between 10 and 50.

       11              Q.    What types of items were being

       12    offered for sale with respect to these 10 to 50

       13    auctions?

       14              A.    I have listed decorator items,

       15    let's say collectors' plates.  I believe I

       16    listed -- somebody had something with a team

       17    picture on it, some football team somewhere won

       18    the Super Bowl, and you know how you get the

       19    picture and they put it on a nice little plaque.

       20    They do that.  I have sold generators, trailers.

       21    I sold a CD player.  I sold some Petunia Pickle

       22    Bottom diaper bags.  I sold some furniture for my

       23    next-door neighbor back East, and he also had

       24    Russian collector plates.  I sold those for him.

       25              Q.    Okay.



Page 42



        1              A.    I don't believe I remember

        2    anything else.

        3              Q.    Okay.  Is it fair to say that you

        4    haven't sold what you have considered these

        5    handcrafted items that you're making, you haven't

        6    sold those for other people?

        7              A.    No.  I'm not going to undercut my

        8    market.

        9              Q.    The things that you have sold for

       10    other people are the kinds of things that you

       11    have listed here that aren't at issue in our

       12    case?

       13              A.    Correct.

       14              Q.    Okay.  So let's talk about all of

       15    the items that you have made, which, you know,

       16    type of items.  I mean, I understand there is

       17    different fabrics.  We have gone through the

       18    different fabrics, but can you list for me all

       19    the different types of items that you've made,

       20    the handmade items?

       21              A.    Okay.  Quillows.

       22              Q.    What?

       23              A.    Quillows, Q-U-I-L-L-O-W-S.

       24              Q.    Okay.

       25              A.    Baby comforters, regular



Page 43



        1    comforters, diaper bags, diaper stackers, crib

        2    bumper guards, crib organizers, bibs, the little

        3    headrest carseat cover things for babies.  For

        4    little baby, you have to have something that is

        5    padded at the top, and it fits inside the

        6    carseat, but for the little, little kids, it

        7    keeps their head from moving too much, and so it

        8    is padded.  It fits -- it has holes in it so you

        9    can put the seatbelt from the baby carrier

       10    through it to hold the baby in, but then it's got

       11    a head support carrier in it, head support little

       12    padded thingy.

       13              Q.    Okay.

       14              A.    Those are baby items.  I've made

       15    scrub tops, pajamas, sweatpants, Hawaiian shirts,

       16    T-shirts with licensed print trim around the

       17    sleeve.  T-shirts and sweatshirts with appliques

       18    that I've made from fabric and applied -- and

       19    then added glitter and sequins and basically if

       20    people are getting M&M stuff, they want it gaudy.

       21    So I just put a bunch of bright stuff on there.

       22    Kitchen items, towels, placemats, napkin,

       23    potholders.  I've got curtains, valances.

       24              Q.    Aprons under kitchen items?

       25              A.    Yeah, aprons.  I have a variety



Page 44



        1    of different styles of aprons, but aprons, fleece

        2    zip-up jackets, fleece pullover jackets, fleece

        3    slippers, fleece hats, fleece scarves, fleece

        4    mittens, eyeglass case, checkbook covers.

        5    Basically if it can be made with fabric, I'll

        6    give it a shot.  Oh, well, pillowcases, pillow

        7    shams.  I have a whole slew of different types of

        8    pillow shams.  Once again, short of the cheating

        9    and looking at my website, that is what comes to

       10    mind.

       11              Q.    So going back for a second, you

       12    talked about you had on these different types of

       13    licensed items that you had purchased licensed

       14    merchandise.  One was possibly this licensed

       15    T-shirt that you made something else out of.  Do

       16    you remember what you made out of it?

       17              A.    I believe I made a pillow.  What

       18    happened was I saw somebody who had a really neat

       19    M&M pillow, and I recognized it as a shirt and

       20    her T-shirt -- her pillow went really high, and

       21    I'm like, I got to get me some of that.

       22              Q.    Okay.  And you mentioned licensed

       23    bandanas.  Did you make something else out of?

       24              A.    Yes.

       25              Q.    What did you make out of it?



Page 45



        1              A.    I made a Harley Davidson pillow.

        2              Q.    You made a pillow?

        3              A.    Yes, I did.

        4              Q.    So how did you do that?

        5              A.    I took the bandana, I got some

        6    plain fabric on the back, sewed it around, left

        7    an opening, stuffed it, sealed up the opening,

        8    sold it for a whopping 17 bucks for one pillow,

        9    too.

       10              Q.    And the embroidery, is that what

       11    like you're just describing, in other words,

       12    putting it on a T-shirt?

       13              A.    I have done the -- no.  I don't

       14    put the embroidery on the T-shirt because

       15    T-shirts are usually made out of stretchy

       16    material, and that is tougher to do and to keep

       17    it looking nice without puckering.  So I have not

       18    embroidered on T-shirts.  I have embroidered on

       19    aprons, kids' aprons, personalize it with

       20    somebody's name.  I have done pillow shams.  I

       21    will take a regular towel and let's say I'll

       22    embroider a Minnie Mouse design, which I just

       23    remember what else I purchased licensed.  I also

       24    purchased licensed ribbon.  I'll put a strip of

       25    the licensed ribbon across -- you know how on a



Page 46



        1    towel you've got the terry across part and there

        2    is usually a band that is plain.  I will take the

        3    licensed ribbon or licensed fabric, put it on the

        4    towel, and then embroider a coordinating design

        5    on the towel to go with that and sell that.

        6              Q.    Okay.

        7                    MR. McFARLAND:  I need to take a

        8    break for one second to make a quick call.  I'll

        9    be right back.

       10              (Recess taken.)

       11                    MR. McFARLAND:  Let's go back on

       12    the record.

       13              Q.    Let's go ahead and turn or our

       14    attention to Exhibit 6.  Ms. Dudnikov, you were

       15    here yesterday when we were discussing this

       16    Exhibit 6?

       17              A.    Yes, I was.

       18              Q.    Okay.  And if you could just --

       19    the highlighted language, if can you read that.

       20              A.    "If you don't see what you want,

       21    just ask me.  I'm willing to make anything within

       22    reason."

       23              Q.    Okay.  And you said a minute ago

       24    if it can be made with fabric, you will give it a

       25    shot?



Page 47



        1              A.    Yes.

        2              Q.    Yesterday you and Mr. Meadors

        3    were talking about some limitations on what you

        4    would make?

        5              A.    Yes.

        6              Q.    What are those limitations?

        7              A.    For instance, I have had people

        8    ask me to make futon covers.  Licensed fabric

        9    that I'm using is 100 percent cotton about 44

       10    inches wide, which would mean anything I would

       11    make would have to have a seam.  Additionally,

       12    the regular fabric sewn.  Let's say they wanted

       13    Coke futon.  The only fabric I can get ahold of

       14    is the 100 percent lightweight cotton.  I will

       15    not make a futon cover because in my professional

       16    opinion, it will not stand up to any wear and

       17    will tear at seams because of the weight and the

       18    shifting that goes on a futon cover.  So I will

       19    not make that.  I have had people by the same

       20    token ask me to make carseat covers.  The same

       21    restriction applies.  The fabric is not suitable

       22    for carseat covers because of the wear that it

       23    would receive.

       24              Q.    Okay.  Any other examples?

       25              A.    I have had people to ask me to



Page 48



        1    make sheets, and I told them that the biggest

        2    fitted sheet I am capable of making is a crib

        3    sheet because of the seam issue, but I usually

        4    recommend that they don't spend the money on a

        5    licensed fabric sheet.  There is too many

        6    commercially available that they can get that are

        7    made out of fabric that is more suitable for a

        8    baby's crib.

        9              Q.    Okay.  What else?

       10              A.    As far as I did have somebody ask

       11    me if could I actually go to M&M/Mars website and

       12    download some of the images and put on a T-shirt

       13    for them.  I said, no, that would be copyright

       14    and trademark infringement, and I wasn't going to

       15    do that.

       16              Q.    Okay.  What else?  Anything else

       17    that you wouldn't do that you were asked to do?

       18              A.    Just for some things on the size

       19    of an item that somebody might want, if I don't

       20    feel I can do the job well.  Let's say, a

       21    king-sized comforter is just so huge that for me

       22    to do it and be happy with the outcome, I will

       23    tell them no.

       24              Q.    Okay.

       25              A.    Oh, and I had somebody ask me to



Page 49



        1    make them an ironing board cover, and I said that

        2    won't work either.

        3              Q.    Okay.  So it sounds like to me,

        4    going back to the three categories you laid out

        5    yesterday, as long as it is not infringing, as

        6    long as it is not illegal and as long as it is

        7    not unreasonable, some of the things you've

        8    listed here go to the reasonable issues here.  In

        9    other words, there are some practical

       10    considerations, right?

       11              A.    Yes.

       12              Q.    And then you exercise your

       13    judgment and say it is not practical for one of

       14    the various reasons you have listed?

       15              A.    Yes.

       16              Q.    Okay.  With respect to illegal,

       17    you gave one example, for example, downloading

       18    images from a website and copying those onto a

       19    T-shirt.  You view that as illegal, and you won't

       20    do that?

       21              A.    Correct, nor will I screen print

       22    my own fabric.

       23              Q.    Okay.

       24              A.    There are a number of images or a

       25    number of characters, let's say, that are out



Page 50



        1    there that there is no licensed fabric on, for

        2    instance, the Incredible Hulk.  I will not make

        3    my own Incredible Hulk fabric.

        4              Q.    I understand.  But that

        5    limitation doesn't apply if you could obtain the

        6    fabric?

        7              A.    Correct.

        8              Q.    Licensed fabric?

        9              A.    If could I obtain licensed

       10    fabric, correct.

       11              Q.    Okay.  Or, for example, a

       12    licensed T-shirt, if you so chose?

       13              A.    Correct.

       14              Q.    And then the third category was

       15    not infringing, but that is -- what is different

       16    between you listed yesterday, not infringing

       17    versus illegal.  Was illegal referring to

       18    something different?

       19              A.    To my way of thinking, infringing

       20    would be illegal.

       21              Q.    Okay.  That's what I would think

       22    so.  So really the two types of things you

       23    wouldn't do, things that are illegal/infringing,

       24    and things that are not reasonable?

       25              A.    Correct.


Page 51



        1              Q.    Can you give me some examples of

        2    some custom items that you have made for people.

        3    I think you listed all of the items you made, but

        4    in addition, I think there is some people that

        5    have come to you and said I want -- I think

        6    Mr. Meadors gave an example yesterday of a Dale

        7    Earnhardt vest or something?

        8              A.    Yes.  I did make Dale Earnhardt

        9    vest for a wedding.  I did make -- apparently in

       10    Hawaii there is a some big deal with the one-year

       11    old naming ceremony.  Not quite sure about all

       12    that.  I made an outfit for that.  I had somebody

       13    request -- they have four kids, and apparently

       14    all of the kids' items are color coded.  So Steve

       15    always gets blue.  Dan always gets burgundy,

       16    whatever.  So I made them four solid-colored

       17    quillows, just plain fabric with a name

       18    embroidered on them.

       19              Q.    Okay.

       20              A.    And that is something extra

       21    because normally I don't have plain fabrics

       22    around.  She asked me if I could do that.  That

       23    is how they divvy up their kids' stuff.

       24              Q.    Did you ask her what happens if

       25    the kid doesn't like the color they have been



Page 52



        1    chosen?

        2              A.    No, I didn't get into that

        3    because she was paying full price for it.  So I

        4    said, oh, I can put the kids' names on there.  No

        5    extra charge for personalization.  Apparently I

        6    did make some stuff for an employee picnic.  They

        7    wanted some of the people dressed alike.  So I

        8    made them some Jeff Gordon items.

        9              Q.    What items?

       10              A.    Jeff Gordon.  He is a NASCAR

       11    driver.

       12              Q.    Okay.

       13              A.    I have had -- let's say I'll make

       14    a regular tote bag.  Somebody will ask, "Can I

       15    get a pocket on the inside?"  My normal apron has

       16    pockets across the bottom.  Somebody will go, "I

       17    don't want pockets across the bottom.  Can you

       18    put one in the middle?"  Yes, I can.  "My

       19    husband's extra tall and extra big.  Can you make

       20    the apron a bit wider and bit longer," and "your

       21    strings are only 22, can you make them 40," just

       22    kind of customize items that I normally make?

       23              Q.    Okay.  Anything else you can

       24    remember?

       25              A.    No.  I do think I made a


Page 53



        1    father/son matching Hawaiian shirts deal.  If I

        2    think of anything else, I'll bring it up.

        3              Q.    All right.  Oh, the hot

        4    potholders that you make, the outside is licensed

        5    fabric, correct?

        6              A.    Yes, it is.

        7              Q.    What you see?

        8              A.    Yes.

        9              Q.    What's on the inside?

       10              A.    The inside is either made with

       11    two layers of 100 percent cotton bondable fleece,

       12    or two layers of 100 percent cotton quilted

       13    fabric.

       14              Q.    And is there some standard with

       15    respect to hot potholders in terms of what goes

       16    inside them so that the person using them doesn't

       17    burn their hands?

       18              A.    No, there is not.  My -- I would

       19    go on to add that my potholders are decorative,

       20    and that if somebody is spending $15 for two

       21    potholders with Dale Earnhardt fabric is going to

       22    hang them up to look pretty.

       23              Q.    Is there any disclosure to the

       24    buyer that they're for decorative purposes only?

       25              A.    No, there is not.



Page 54



        1              Q.    Do you believe that they satisfy

        2    the requirements of a potholder in terms of

        3    safety?

        4              A.    Yes, I do.

        5              Q.    What basis do you have for that?

        6              A.    Federal and state statutes.

        7              Q.    Which statutes?

        8              A.    Well, actually, it would be

        9    negative federal and state statutes.  If you want

       10    to mark this as exhibit whatever you want to mark

       11    it as.

       12              Q.    You're bringing something to the

       13    deposition?

       14              A.    Yes, I am.

       15              Q.    Let me just see this first.  So

       16    in a sense, you're producing this?

       17              A.    Yes.

       18              Q.    Because you don't really have the

       19    ability to add exhibits, but let me look at it.

       20                    MR. McFARLAND:  We can go ahead

       21    and mark these if you want.  We'll consider these

       22    documents that you're introducing in this case.

       23              (Exhibit Number 12 was marked.)

       24              Q.    You have brought with you today,

       25    it looks like, some kind of search results.  Is



Page 55



        1    this something that you all ran?

        2              A.    Yes, it is.

        3              Q.    When did you run this?

        4              A.    This morning.

        5              Q.    Okay.  Did you run the search

        6    prior to this morning?

        7              A.    No, we had not.

        8              Q.    And why did you run the search?

        9    Because of my question yesterday to Mr. Meadors?

       10              A.    Yes, we did.

       11              Q.    Okay.  And so what do you think

       12    this search shows us?

       13              A.    It shows us that in 1999, the

       14    federal government canceled federal

       15    specifications and standards for potholders.

       16              Q.    And that is based on what is

       17    shown on page 2?

       18              A.    Yes.

       19              Q.    Did you do any further research

       20    than what is shown in this document?

       21              A.    We did look for some other

       22    standards, and we did this morning purchase a

       23    potholder at Wal-Mart, and my potholders are made

       24    from the same materials as the potholders sold in

       25    a national chain.



Page 56



        1              Q.    Okay.  And how do you know what

        2    is in the inside of this potholder?

        3              A.    There is a tag on the back, if

        4    you'll flip it over.  And you'll see that it says

        5    that it is 100 percent cotton outside, hundred

        6    percent cotton inside.

        7              Q.    But the research -- again, to

        8    make sure it is clear, the research you just

        9    provided me was research done in response to my

       10    question yesterday, not research that you had

       11    done at a prior time?

       12              A.    Not on potholders.  We have done

       13    research in the past on other items.

       14              Q.    What items are those?

       15              A.    Fabric and pillow stuffing and

       16    quilt batting.

       17              Q.    Okay.  And what research did you

       18    do on that?

       19              A.    We looked to see whether the

       20    items had a federal regulation behind them or if

       21    the item itself that I was purchasing said

       22    anything on the packaging.

       23              Q.    And did you find any results from

       24    research?

       25              A.    Yes.



Page 57



        1              Q.    What did you learn?

        2              A.    The cotton fabrics that I used

        3    are class one textile for wearing apparel.  The

        4    stuffing that I use complies with the standard

        5    for home decorating, and the same with the quilt

        6    batting.

        7              Q.    Is that a federal standard?

        8              A.    Yes, it is.

        9              Q.    Have you ever researched any

       10    relevant state standards?

       11              A.    No, I have not.

       12              Q.    Is it your understanding that

       13    license agreements can set forth standards that

       14    are different from federal or state standards?

       15              A.    Can you repeat that, please?

       16              Q.    Sure.  Is it your understanding

       17    that a licensor can set forth standards on a

       18    license agreement that are different from

       19    standards required by federal or state law?

       20              A.    I would agree that a licensor can

       21    set rules and regulations.

       22              Q.    Okay.  And that those don't

       23    necessarily -- though could be, for example, have

       24    additional requirements beyond the floor of what

       25    the federal or state laws require?



Page 58



        1              A.    Yes.

        2              Q.    Let's take a quick look at the

        3    complaint.  Would you turn your attention to page

        4    4, paragraph 10, and you see at the end,

        5    "plaintiffs seek a Declaratory Judgment affirming

        6    to right to refer to Bratz with these sales and

        7    with any other similar sales as well as their

        8    right to use detailed pictures of products

        9    offered for sale."  Do you see that?

       10              A.    Yes, I do.

       11              Q.    And the right above it, we, this

       12    is plaintiffs seeks -- "seeks a Declaratory

       13    Judgment affirming the right under law to sell

       14    lawfully-acquired Bratz items without further

       15    interference from the Defendant."

       16              When you talk about similar sales and

       17    Bratz items, we talked earlier about all the

       18    various different things that you believe you

       19    have the right to make from licensed fabric or

       20    licensed appliques, licensed borders, is that

       21    what you're referring to here?

       22              A.    Yes, it is.

       23              Q.    Yesterday while you were here,

       24    Mr. Meadors was testifying about some of the

       25    requirements in the Mars agreement that we're



Page 59



        1    going to seek that pursuant to your request

        2    earlier -- and I appreciate that.  We're going to

        3    seek to get Mars to allow to produce.  But he was

        4    mentioned that were certain requirements in the

        5    agreement, for example, to include the legal

        6    tagging, registrations for circle R Mars, to have

        7    insurance; is that correct?

        8              A.    I'm not commenting on the

        9    confidential agreement.

       10              Q.    Okay.  So why don't we take a

       11    look at that Bratz hat that you brought with you?

       12    Thank you.  So you're now examining -- this is

       13    the hat that was offered for sale that was the

       14    subject of the take-down notice, correct?

       15              A.    Yes.

       16              Q.    And it was not, in fact, sold,

       17    correct?

       18              A.    No, because it is right here.

       19              Q.    Okay.  And this is the only such

       20    hat that exists, correct?  I'm sorry.  That was a

       21    bad question.  This is the only such hat that you

       22    have made?

       23              A.    Yes.  This is the only such hat

       24    that I have made.

       25              Q.    Okay.  So I'm looking on the



Page 60



        1    inside of the hat, and I don't see any legal

        2    lines or tags or any kind of notices.  Is that

        3    correct?

        4              A.    That's correct.

        5              Q.    Okay.  And I'm looking at the

        6    hat, the inside, the outside.  I don't see

        7    anything on this hat that says, you know,

        8    "manufactured by Tabberone" or "manufactured by

        9    Ms. Dudnikov" or anything to that effect,

       10    correct?

       11              A.    That is correct.

       12              Q.    In fact, I don't see any

       13    indication of the source at all.  No copyright

       14    notice, no trademark notice?

       15              A.    Correct.

       16              Q.    So, for example, there is no

       17    disclaimer anywhere on the product that says this

       18    is not a licensed Bratz item, correct?

       19              A.    No disclaimer on the product.

       20              Q.    Now, you mentioned, for example,

       21    going back to these different items that you have

       22    purchased over the years this licensed ribbon,

       23    and I think you gave us an example.  Do you

       24    remember any other examples of the items you have

       25    made using licensed ribbon?



Page 61



        1              A.    I had the towels.  I have

        2    probably put on shirts, kids' aprons, trim on a

        3    pillowcase, used as a -- let's say, a drawstring

        4    bag that is probably -- that would be it, that I

        5    can think of.

        6              Q.    And these appliques that you

        7    purchased, you mentioned Disney, Wiggles, MGA,

        8    Sesame Street, what did you make out of those

        9    appliques?

       10              A.    Towels, hats, aprons, put them on

       11    pillow shams, put them on tote bags.  That's what

       12    I can think of right now.  I know what else I

       13    have made.  I have made shower curtains.

       14              Q.    Shower curtains?  Okay.

       15              A.    Uh-huh.  Tissue box covers.

       16                    MR. McFARLAND:  Let's go off the

       17    record for one second.

       18               (Discussion off the record.)

       19              Q.    I'm going to show you -- I don't

       20    want to have them attached, but I believe you

       21    sent us an apron and it looks like a pillow sham,

       22    which is a pillow sham of Bratz?

       23              A.    Yes.  And I also sent one other

       24    apron.  It is dark green.  It's got an Oscar the

       25    Grouch applique.



Page 62



        1              Q.    What applique?

        2              A.    Oscar the Grouch.

        3              Q.    I don't have it with me.  But you

        4    sent one other thing, too?

        5              A.    Okay.  Does David have a son

        6    because I embroidered David on it just in case he

        7    had a little boy.

        8              Q.    I have seen that.  I just didn't

        9    bring it with me.  You sent these to us as

       10    examples of things that you have made?

       11              A.    Yes.

       12              Q.    I say "these."  I want to make

       13    sure the record is clear I am holding a Bratz

       14    apron --

       15              A.    Children's apron.

       16              Q.    -- children's apron?

       17              A.    Yes.

       18              Q.    And a Bratz pillow sham?

       19              A.    Yes.

       20              Q.    Okay.  Both in pink with Bratz

       21    characters on them.  You made both of these?

       22              A.    Yes, I did.

       23              Q.    And you provided these to us as

       24    examples of things that you make?

       25              A.    Yes.



Page 63



        1              Q.    But these have not been offered

        2    for sale?

        3              A.    No, they have not.

        4              Q.    Thank you for bringing that.

        5                    MR. McFARLAND:  Let's take a

        6    quick break.  Let me make a call.  I think we're

        7    done, and we can all be out of here early.

        8              (Recess taken.)

        9                    MR. McFARLAND:  Back on the

       10    record.  The plaintiffs have just provided me

       11    with one, two, three, four -- five binders

       12    additional documents being produced pursuant to

       13    the document request served by MGA.  We talked

       14    and agreed during the break that it will be

       15    impractical for me to review all of these today

       16    and to question Ms. Dudnikov on these.  So

       17    Ms. Dudnikov has agreed that we can review these

       18    when I return to Los Angeles, and if we have any

       19    questions regarding these, we can follow up on

       20    this deposition, her deposition telephonically.

       21    Is that agreed?

       22                    MS. DUDNIKOV:  Can we do

       23    telephonically or email because the phone is not

       24    always the best?

       25                    MR. MEADORS:  The batteries on



Page 64



        1    our cell phones are getting weak, and what used

        2    to be a 35-minute call is down to 15 or 20

        3    minutes now.

        4                    MR. McFARLAND:  Okay.  We'll work

        5    on that, either telephonically or email.  In

        6    other words, it will still be the same

        7    deposition.

        8                    MS. DUDNIKOV:  Yes, still under

        9    oath, and I would understand that I was still

       10    under oath.

       11                    MR. McFARLAND:  Okay.  So let me

       12    take a quick break and let me make a call.

       13              (Recess taken.)

       14                    MR. McFARLAND:  We'll have the

       15    same stipulation as yesterday, that we will --

       16    that this is also subject to our ability to

       17    continue by phone or email of this deposition

       18    with respect to the documents that were produced

       19    today, but let's go ahead and do a transcript.

       20    If we need to do a second one, we can do a second

       21    one.  Let's go ahead and get this transcript in

       22    final.  You'll provide the original to us.  I

       23    will send the original to Ms. Dudnikov.  I will

       24    send you an email, Ms. Dudnikov, that we have

       25    sent it so you know it is on its way.  You will



Page 65



        1    have 15 days to make any changes that you would

        2    like to make, and you will, then, return it to

        3    us.  If you don't make any changes within 15

        4    days, we will deem it approved as is.

        5                    MS. DUDNIKOV:  Okay.

        6                    MR. McFARLAND:  All right.

        7    That's it.

        8              The within proceedings were concluded at

        9    the approximate hour of 12:05 p.m. on October 15,

       10    2004.

       11

       12

       13

       14

       15

       16

       17

       18

       19

       20

       21

       22

       23

       24

       25



Page 66



        1    STATE OF COLORADO )

        2                          ) SS. REPORTER'S
             COUNTY OF ADAMS     )        CERTIFICATE
        3

        4              I, Dawn K. Larson, Registered Professional

        5    Reporter and Notary Public within the State of

        6    Colorado, do hereby certify that previous to the

        7    commencement of the examination, the deponent was

        8    duly sworn by me to testify to the truth.

        9              I further certify that this deposition was

       10    taken in shorthand by me at the time and place

       11    herein set forth and was thereafter reduced to

       12    typewritten form, and that the foregoing constitutes

       13    a true and correct transcript.

       14              I further certify that I am not related

       15    to, employed by, nor of counsel for any of the

       16    parties or attorneys herein, nor otherwise

       17    interested in the result of the within action.

       18              In witness whereof, I have affixed my

       19    signature this 21st day of October 2004.

       20              My commission expires June 13, 2006.

       21
                       DAWN K. LARSON
       22              Registered Professional Reporter
                       and Notary Public
       23

       24

       25