IN THE UNITED STATES DISTRICT COURT
                 FOR THE EASTERN DISTRICT OF PENNSYLVANIA

WORLD SERVICE OFFICE, INC.   :  CIVIL ACTION 
                 vs.
DAVID MOORHEAD                        :  NO. 90-7631

                              PHILADELPHIA, PENNSYLVANIA
                                          April 29, 1992
            BEFORE THE HONORABLE LOUIS H. POLLAK, S.J.

(The Court began the telephone conference in chambers at 10:30 a.m.)

   THE COURT:  Mr. Wolfe is here taking down our conversation, and also my colleague, Mr. Cooper, is here with us. What's the situation, Mr. Emmons?  I guess I should hear from you.
   MR. EMMONS:  Yes, Your Honor. Following our conference on Friday, an attempt was made for a resolution. My client was contacted and a rather lengthy position letter was submitted to the attorney for the WSO on Saturday. Actually, I guess it was faxed up finally on Sunday, setting forth what they requested as the bottom line. On Monday, we were advised that that was not acceptable. That particular proposal concerned my client's request that this matter was vacated, and the ultimate copyright issue would be determined. My client then authorized me to go back with a counterproposal which concerned the immediate issue rather than the long-range issue of using Fellowship literature; the immediate issue concerning the prejudice that could perhaps happen as a result of this trust document being approved in Dallas this week, and requested that the WSO withdraw the motion for approval and appoint an advocacy committee to continue to work on input review of the trust document to provide for a fair legal document for all parties involved. We have heard no response to that, unless, John, you received a response since we spoke earlier this morning.
   MR. SYNNESTVEDT:  No, I have not had contact again. I should report to the Court that the proceedings are going forward in Dallas this morning, and the motion is going to be reached on the agenda in the normal course of business. There is the expectation by the leadership that there will be various efforts to table the motion, and so that it's uncertain whether those efforts will be successful or not. As we speak, it may be already moot.
   MR. EMMONS:  It certainly would be important, since this motion was filed, if the conference commenced and they changed their voting procedures by not allowing abstentions to count as votes, which is another difficult thing in the Fellowship for voting purposes. There were many areas that abstained on this trust document because of not understanding the legal ramifications of it. Now, the WSO has changed the voting calculation procedures in Dallas, so that those
abstentions do not count as votes in the quorum.
   MR. SYNNESTVEDT:  I'm not aware of this element that Mr. Emmons is speaking of, Your Honor.
   THE COURT:  Mr. Synnestvedt, you don't know when this addenda item will be reached, or whether it's already reached?
   MR. SYNNESTVEDT:  I think it has been reached, and, as we speak it already may have been tabled. I'm not sure.
   THE COURT:  Don't you think it would be desirable if we had some information?
   MR. SYNNESTVEDT:  I think it would be very desirable, Your Honor. I'm waiting to hear. I'll let you know as soon as I can.
   THE COURT:  I don't think we can sit around and wait for them to decide - I mean if we're going to wait for your clients to finish an agenda item that's now ongoing in discussion, that doesn't seem like a very useful thing.
   MR. SYNNESTVEDT:  I just wanted to alert the Court to what the status was in Dallas.
   THE COURT:  I understand. But when have you last talked to your client?
   MR. SYNNESTVEDT:  I last talked to my client about 6 o'clock yesterday evening.
   THE COURT:  You mean --
   MR. EMMONS:  I thought we could discuss this last evening so we wouldn't have this last minute problem this morning.
   THE COURT:  Have you been in touch, Mr. Emmons with anybody on the floor?
   MR EMMONS:  I have heard from people in Dallas that there's considerable effort being made to table this motion for the trust document, but that the vote count appears to be in favor of the trust being approved.
   THE COURT:  Mr. Emmons, when did you hear, and from whom?
   MR. EMMONS:  I heard from my client, Mr. Moorhead, this morning. I also heard from one of the declarants on the motion, Mr. Allen yesterday through an RSR representative in Dallas by the name of Zimmerman. That information came yesterday, late.
   THE COURT:  I think we're spinning our wheels unless somebody can get some immediate information now as to whether the agenda item has been reached or, if, as has been suggested --
   MR. EMMONS:  I'm certainly caught by surprise, that I've heard from counsel now that they are going forward knowing that we were going to arrange this conference this morning. In fact, I had requested a status conference yesterday, but was waiting for a response back in hopes that we could reach an amicable resolution. So I'm really caught by surprise, their intent to go forward with this despite this pending legal action.
   THE COURT:  Mr. Synnestvedt, do your clients understand that an application has been made to this court?
   MR. SYNNESTVEDT:  Yes, they understand, Your Honor.
   THE COURT:  And they propose to go ahead, anyhow?
   MR. SYNNESTVEDT:  They feel that the matter is not entirely in their hands. It's in the hands of the World Service Conference. The agenda has been long published and issued and --
   THE COURT:  I'm not interested when the agenda was published and issued. Your clients are managers --conveners and managers of the conference; is that not right?
   MR. SYNNESTVEDT:  That's right, Your Honor. 
   THE COURT:  So to tell me that it's not in their hands is not really a very helpful response, is it?
   MR. SYNNESTVEDT:  If the conference decides to go forward, we have to go forward unless there's a court order not to.
   THE COURT:  Mr. Synnestvedt let's not quibble, you and I. We have an application made, the thrust of which is that proceedings are imminent at the conference, which, in the view of Mr. Emmons' client, would be disruptive of undertakings made to him pursuant to a consent order. I asked you and Mr. Emmons to try to work out some modus vivendi.
   MR. SYNNESTVEDT:  That proved to be impossible to accomplish, Your Honor.
   THE COURT:  That may be, but you surely understood that my request was one which carried with it a concern that this Court be in a position to be advised forthwith if there was not going to be a resolution, so that the Court could, if need be, intervene at least with a view to determining whether there was any basis for a judicial determination that the agenda item be suspended or put in some other form.
   MR. SYNNESTVEDT:  As I understood it, Your Honor, this was last Thursday, and Your Honor wanted to know when the agenda item would be reached. I got that information as soon as I could, and relayed it back to the Court and to Mr. Emmons, that the agenda item would not be reached until Wednesday.
   THE COURT:  Mr. Synnestvedt, we were under that understanding, and it was based on that understanding that we thought we had some time in which you folks could try and work out some amicable resolution, some standby resolution.
   Are you now telling me that you had no awareness that there remained a pending application, and that the failure to resolve this matter in some amicable way might call upon this Court to do something? Are you saying that you were unaware that that was the thrust of our understanding?
   MR. SYNNESTVEDT:  I'm not aware that that was the thrust of the understanding, Your Honor.
   THE COURT:  Mr. Synnestvedt--
   MR. SYNNESTVEDT:  I was aware that the Court was worried about trying to intervene to stop the start of the conference on the 25th.
   THE COURT:  Mr. Synnestvedt, I think you better call your client right now- 
   MR. SYNNESTVEDT:  I'd like to do that, Your Honor.
   THE COURT:  - immediately, and report back at once. If this agenda item has been reached, then we will have to consider whether we should direct the conference to suspend consideration of the item pending Mr. Emmons and you coming down here and pursuing this matter somewhat further.  I'm really quite concerned, Mr. Synnestvedt, that- 
   MR. SYNNESTVEDT:  Your Honor, I will endeavor to reach them at the convention floor, Your Honor, and call you right back.
   THE COURT:  At once.
   MR. EMMONS:  Thank you, Your Honor.
  (Recess was held at 10:45 a.m.)

The meeting was called to order by Barbara J. Chairperson of the World Service Conference 1991-1992, at 8:15 a.m. {9:15 a.m. EST}.  The meeting was opened with a moment of silence to remember the still suffering addict, followed by the Serenity Prayer.

                                                   NOTICE

TO:           Attendees of the World Service Conference

FROM:           Bob McDonough
                      Chairperson
                      World Service Office, Inc.

Date:           April 28, 1992

On April 22, 1992, papers were filed in the United States District Court for the Eastern District of Pennsylvania on behalf of David Moorhead.  These papers seek to hold the World Service Office in breach of the Settlement Agreement and in contempt of the Consent Order entered in the litigation in Philadephia on January 4, 1991, and further seek to reopen that litigation in an effort to prevent a vote by the 1992 World Service Conference on Motion Number #8 which relates to the creation of the Fellowship Intellectual Property Trust.  Our counsel has advised that there is no reason not to consider Motion Number 8 in the normal course of business as it is reached on the agenda.

Our attorneys have reviewed the filed papers and have assured us that the claims against the World Service Office are utterly groundless.  As of this date, there has been no hearing set on this matter.  We wish to suggest that all times, the World Service Office has complied with the terms of the Settlement Agreement and Consent Order entered in that litigation.

Our attorneys will be taking the appropriate actions to defend the World Service Office in this matter.  We will keep you appraised of further developments as they arise.

It was M/S/ World Service Board of Trustees #8.  To approve Addendum 3, "The Fellowship Intellectual Property Trust."