Monday, February 9, 2015

January 18, 2005 - Exhibit 37 - c Buynak, Hatch & Parent Franklin 'B' Options

My marital share was supposed to be transferred as already exercised stock.  See Divorce Judgment.

March 11, 2008


Tim Buynak, Buynak Law Firm
820 State Street, 4th Floor
Santa Barbara, CA 93101


Dan O'Dowd, President
Craig T. Franklin, Senior Vice-President
Green Hills Software, Inc.
30 West Sola Street
Santa Barbara, CA 93101



I am in receipt of your outrageous and unreasonable letter this morning, delivered to Mr. Todd prepared by Mr. Timothy Bynak and his law firm. The following issues should therefore be of immediate concern to you.

First, I should inform you, just in case you didn’t know, that your letter represents an attempt to commit an act of securities fraud. This fact coupled with your use of the United States Postal Services along with your other criminal offenses should cause you some grave concern. Adding to your problem, is the fact that your scheme to defraud Mrs. Pillsbury-Foster and other Green Hills shareholders, by your solicitation, sale and then the inducement, based upon false representations made to her and her attorney, as well as myself, of your intentions of going public, which was represented as a means of satisfying the monies advanced to me under your Option and related agreements,. This is a serious liability for you. Aside from the fact that Mrs. Pillsbury-Foster entered into these agreements under duress, there are other issues that should equally concern you even more so from a federal criminal and civil litigation standpoint.

As you know, since Mr. Bynak has eluded to these facts, circumstances and conditions in his most recent letter, an extension was granted by Green Hulls Software, Inc., at the suggestion and request of Mr. Craig Franklin regarding the expiration of the underlying options, the eminent lawsuit from Mrs. Pillsbury-Foster, which was all suspended because of mine and Mr. Franklins discussions, and pending Green Hills either going public or Mr. Franklin locating an appropriate “take-out” investor willing to pay fair market value for the options on the shares allocated to Mrs. Pillsbury-Foster. Mr. Franklin worked closely with me for two (2) years or more, while seeking to locate an investor willing to pay more than the proposed $12.00 per share for the options. I will be glad to stand aside and validate these facts by a sworn affidavit, as well as any number of other ways as circumstantial or factual proof.

As you know, from the inception of this transaction, your collective scheme involved contriving an options agreement, irrevocable power of attorney, while using options on shares that were represented, solicited and subsequently modified (and or acquiesced too0, through subsequent notice, on the underlying options while your continued representation that Green Hills Software, Inc., would be imminently going public, thus rendering the underlying monetary interest a moot. Aside from this fact, according to Mr. Franklin Green Hills Software, Inc., would even be wiling to cancel the indebtedness completely if they could have the assurance of non-volatile reaction by Mrs. Pillsbury-Foster going forward, a fact which I secured for Green Hills Software, Inc., in good faith. This creates an enormous problem for all of you and your current, past and future inside and outside accountants from a personal liability standpoint. Just in case you don’t see that!

I suggest that if Green Hills Software has any intentions of ever going public, that is, without some or all of you going to jail, one of two things must happen very quickly to preclude Mrs. Pillsbury-Foster from notifying the following state and federal agencies:

California Securities Commission;
California Secretary of State Corporations Division;
The California Office of the Attorney General


The United States Securities & Exchange Commission;
The Internal Revenue Service;
The Office of the United States Attorney’s ; and
The United States Postal Inspector

As once could assume for an a sundry criminal charges / allegations for a variety of claims, including, but not limited to:

Mail fraud;
Wire fraud
Securities fraud
Unauthorized sale and solicitation of unregistered securities, et al
Just to name a few.

March 16, 2008


Please be informed that I have canceled the power of attorney accorded to Robert E. Hughes due to his medical needs. Justin Foster, my son, will be handling any communications and negotiations arising from the ongoing matters between myself and Green Hills Software.


Melinda Pillsbury-Foster

October 19, 2006
Timothy Bynack, Esq.
Hatch and Parent PLLC
21 E Carrillo St
Santa Barbara, CA 93101
RE:  Update on 5 Year Option Extension for
Melinda Pillsbury-Foster & Business Discussions
Dear Mr. Bynack,
From our conversations last year, you will recall that Ms. Pillsbury-Foster holds an Option for 142,314 shares of Green Hills Software, Inc., “Common Stock”, exercisable at $1.00 per share. At the close of our discussions you asked that all further matters be directed and resolved by Craig T. Franklin, the former spouse of Ms. Pillsbury-Foster, and the Executive VP of Green Hills Software, Inc.
I am contacting you on behalf of Melinda Pillsbury-Foster. As you know, I am the duly appointed Attorney-in-Fact for Ms. Pillsbury-Foster. She has tentatively agreed to accept the five (5) year Option Extension granted by Green Hills Software, Inc., with some reservation of course, upon the premise that the IPO is eminent or an investor is diligently being sought to buy out her existing position upon terms consistent with your last communication to her or better. Those reservations are conditioned upon a clear plan establishing a new date for the proposed Initial Public Offering (IPO), and she would also like a copy of the most recent financial statements as a securities holder as well as some letter agreement or other formal documentation regarding the five (5) year extension granted by Green Hills Software, Inc., in March of this year. Said “Extension” should stipulate that the new Option Agreement period will run from March 30, 2006, for an five (5) years expiring on March 30, 2011.
As you will recall the additional five (5) year “Extension” of the Option Agreement became necessary as a direct result of the fact that Green Hills Software, Inc., had elected, for whatever reason, not to complete its Initial Public Offering (IPO), as was previously agreed to and which was the basis of Ms. Pillsbury-Foster’s acceptance and agreement to enter into the Option Agreement in lieu of receiving the actual stock as a part of the divorce settlement and lawsuit with GHS.
As you know I have diligently sought to resolve the breach of contract issues and other legal claims raised by Ms. Pillsbury-Foster against GHS (and others individually), and presently have agreement with her to be patient with you and the management of GHS regarding the IPO. Based upon previous representations made to me by you and Craig Franklin, I have informed her that the IPO was eminent, albeit delayed, and that Craig T. Franklin is and continues to be looking for an investor to take her stock option out for cash.

Page 2
October 19, 2006
Green Hills Software, Inc.
IPO and Option Extension
Since the summer of 2005 Mr. Franklin has informed me on numerous occasions that he was diligently looking for capital and seeking to locate an investor to buy Ms. Pillsbury-Foster’s shares so that all dealings with her can be settled. Since I have not spoken with Mr. Franklin of late, I wanted to take this opportunity to reaffirm the “status quo” if you will, as to what the present progress, if any, is regarding either the IPO, or the share “buy-back” proposal contingent upon the capital raising progress of Mr. Franklin.
Additionally, as you may or may not know, I have had extensive discussions with Craig T. Franklin (and others at GHS) regarding the possibility of my assisting GHS with its IPO and involving GHS in collaborating with my company in our completion of our embedded computer hardware architecture that will power our mobility solution in the coming wireless mobility initiative.
The purpose of this letter is three-fold: 1) To bring you up to speed on my discussions with Mr. Craig Franklin;
2) To advise you that we are immediately terminating all negotiations with Time Warner, Inc., and are moving forward with the embedded hardware development project privately. Time Warner, Inc. (TWX) has elected to spin off Time Warner Cable, Inc., (TWC) in an IPO and will not be assuming financial responsibility for TWC’s future business matters;
3) I would like to receive formal written documentation and acknowledgement from you, and or Green Hills Software, Inc., that confirms the five (5) year extension of the Option Agreement of Mrs. Melinda Pillsbury-Foster.
If GHS is desirous of continuing our discussions with my company in relation to how we may work together on the embedded hardware opportunity or in relation to entering a potential joint venture that could easily facilitate a possible future reverse merger situation for GHS, I will be more than willing to come to California for a meeting.
Please provide me with documentation acknowledging this extension and also please include the financial statements for GHS the last year for our review. If I may be of any further assistance please feel free to contact me.
Robert E. Hughes
cc:  Melinda Pillsbury-Foster
      Green Hulls Software, Inc.
      c/o Dan O'Dowd & Craig T. Franklin

Daniel O’Dowd, President
Green Hills Software
30 W. Sola
Santa Barbara, CA 93101

December 10, 2004

Dear Mr. O’Dowd,

I am contacting you in your capacity as my attorney in fact, which position you occupy by virtue of being president of Green Hills Software. As you are aware I hold 142,314 stock option shares in Green Hills Software, exercisable for the sum of $1.00 each.

I recently began negotiations with an individual who is very interested in acquiring my stock options and I may either sell him the options outright or enter into a trade with him for the options in exchange for other assets. That is, of course not your concern. I mention it only so that you know because as my attorney in fact you are obliged under law to act in my best interests.

In the course of our discussions this individual, who has asked that I not mention his name, asked to see my copies of the financial reports issued by my attorney in fact on Green Hills for the past four years. This is how I discovered that such was your obligation. As my attorney in fact you were obligated to send such reports to me twice a year. I would therefore like copies of those reports sent immediately and also would like to receive a letter explaining why you have not complied with the statutes in the California Code of Procedures that delineates the obligations of an attorney in fact. The specific statute is () in case you want to check for yourself.

Also, since the end of the year is approaching I need to be apprised of any dividends that Green Hills has paid out and need to receive a full accounting of all of the corporate activities undertaken by Green Hills including any acquisitions that affect the value of my holding in the company along with your current assessment on the value of the company at this time.
Ar there any tax implications of which I need to be aware?

Thank you in advance for your prompt action in this matter.


Melinda Pillsbury-Foster

Cc: R.M. Stark, Kirkland and Ellis, LLP

No comments:

Post a Comment