On 8/15/97 a 341 meeting was held in the court at 4921 Memorial
Highway, Tampa Florida in the matter of the Voluntary petition for
Bankruptcy under Chapter 7 of AIREDALE PRESS, INC.

THE HEARING:

Present were:
   The trustee, Catherine F. Moss. (T:)
   The owner of AIRDALE, Mr. James Campbell. (JC:)
   Attorney for Mr James Campbell, Sheila Norman 
      (presumably of the office of attorney of record,
   Buddy D. Ford though not specifically so identified.
   Attorney for the creditor Vicki Cruse, Mr. Anthony Pucillo. (AP:)
   Three other spectators.
   Two, then three US Marshals.

The trustee tape recorded the proceedings for public record. The
proceedings started a few minutes late due to the tardiness of Mr.
Campbell.

T:
Debtor's representative is present, and I'll ask the debtor's
representative to please raise your right hand. Do you solemnly swear
to tell the truth, the whole truth, and nothing but the truth?

JC:
I DO.

T:
And would you please state your name and address for the record?

JC:
James Richard Campbell PO Box 9132 Winter Haven, FL 33883-9132

T:
And state your relation ship to the debtor.

JC:
President of the corporation.

T:
President of the corporation...and uh, Airedale is represented by
council, Atty Sheila Norman appearing on behalf of Buddy Ford.

T:
And we have creditors appearing, we'll take appearances in just a few
minutes. What I am going to do, because, we obviously are going to be
short for time, I'm gonna ask some basic questions I need to get
asked, I'm going to take appearance of creditors and going to let them
ask a few questions each, and we'll probably have to continue it if
we're not able to get it finished..we'll continue it to another date
and time which we'll announce today.

OK Mr. Campbell, when was the debtor corporation formed?

JC:
Oh, goodness, '89 or 90, I'm not really quite sure. 90, I believe.

T:
OK, Who were the original shareholders?

JC:
Myself.

T:
Were there any other shareholders?

JC:
There have been at times, my wife, for a short period of time, there
have been a couple of minority small amount, and we had one other
person who was bought out, or actually a couple that was bought out.

T:
Do you know their names? I need their names for the record.

JC:
Ah, well, there would be at one point, Vicki Cruse Campbell, who is no
longer involved, and for a short period of time,\ Ruth Ann and Konrad
Edy and Martha and Calvin Anderson. That Comprised a small percentage.

T:
OK, and they were bought out recently?

JC:
Oh the Andersons have not been bought out.

T:
Oh so the Andersons are still...what percentage ownership are they?

JC:
I'd have to check on that to be truthful.

T:
Well what per cent do you own?

JC:
90 Plus [unintelligible] I haven't looked at that in years.

T:
OK, is the corporation currently operating?

JC:
No

T:
When did it cease operations?

JC:
We pretty much ceased Airedale August 26th, we lost a number of our
staff members after a series of threats, and that pretty much put the
nail in the coffin.

T:
August 26th of what year, 1996?

JC:
1996

T:
What was the nature of the debtor's business?

JC:
Publishing

T:
What did it publish?

JC:
Magazines, and so forth. Periodicals

T:
Monthly, Weekly?

JC:
Monthly.

T:
Monthly

JC:
We did some special work off and on, at one point we did a community
newspaper, we did some specialized air show programs and things of
that nature.

T:
What was the name of any of these publications? JC Well the magazine,
which is not owned by the corporation, is US Aviator. We did things,
well, we did, ah, two small community newspapers but we stopped that I
think in 1991 or 92, 91 I think. And that was the Lake Alfred and
Aburndale News. Only about 25,000 circ. And the, you know, various
air show programs and things of that nature.

T:
OK, what was the circulation of US Aviator when you were publishing
it?

JC:
Oh, ah, goodness, we printed as much as 75,000 copies, depending on
the season of the year, what was happening, special issues, things of
that nature, especially as we defined our newstand market. It's not
that high at the present time. Newstand competition is brutal.

T:
SO, US Aviator is still circulating?

JC:
Well US AVIATOR has been put back into production, we've gotten one
issue out and we're just trying our best to keep it in production for
our readers.

T:
Who's we?

JC:
Myself, and a couple of people who are helping me out.

T:
Who owns US Aviator? JC I Do.

T:
Personally?

JC:
Yes. It was operated as a sole proprietorship for a year, and that
title was never transferred.

T:
When did you start that?

JC:
89. Technically the end of 88, no production till 89. I think, To be
truthful, I'd have to look back at [unintelligible]

T:
OK, well we'll probably get back to a little bit more on that, but let
me ask a few more general questions before I get too deep into this.
Did you have any employees when the debtor corporation quit operating?

JC:
yes

T:
And who were those employees? How many are we talking about?

JC:
eight people.

T:
Do you know their names?

JC:
May I ask a question before we go much further? There is a very good
possibility that we have a person here who is quite hostile to my
interests. I would not want to name people who may be harassed.

T:
You are referring to the employees?

JC:
M'am, these people have threatened several of the employees, and as a
result the company shut down.

T:
Can you provide me those names of those employees?

JC:
Yes.

T:
Ok, we'll wait right now for that. Were you also an employee of the
corporation?

JC:
The last year and a half I actually drew salary for the first time,
yes. I think my gross earnings are about $3000 from the corporation.
Ah, No, I beg your pardon, eleven and change.

T:
Are you a shareholder in any other corporation?

JC:
Yes

T:
what corporations?

JC:
Kindred Spirit Press, and Aeromedia, USA, Inc.

T:
 Aeromedia USA Inc.

JC:
A relatively New Corporation.

T:
New meaning a couple of months, a couple of years?

JC:
Very new.

T:
Is it a Florida corporation?

JC:
Yes

T:
Are you the sole shareholder?

JC:
At the present time, yes.

T:
What about Kindred Spirit?

JC:
let's see, well, there's two corporations involved in Kindred Spirit,
a Missouri corporation that's no longer operating, that was operated
by my wife, and Kindred Spirit Florida, which we just set up; ah my
wife and I are no longer together and the whole corporations been shut
down. I really don't know what I have in that, at all, at this point,
I'm trying to get some answers on that.

T:
in Kindred Spirit?

JC:
Kindred Spirit Missouri, vs, Kindred Spirit FLORIDA. Florida I will
totally own.

T:
was Kindred Spirit FLORIDA recently incorporated?

JC:
yes

T:
same time as Aeromedia?

JC:
No Shortly thereafter. Kindred spirit Florida has not published yet.
We have a book coming out.

T:
What is the nature of those. Business publications? Books?

JC:
yeah

T:
Are either of those companies publishing US Aviator?

JC:
Kindred Spirit is not, Aeromedia USA Inc is..

T:
Who maintained the books and records of the debtor?

JC:
A number of people over the years. Our primary accountant is, ah, I
have his card here. A fellow in Lakeland, and Tampa, Kirk, Scott? All
the records and data... and he must be doing everything....

T:
Who has possession of the books and records.

JC:
Well, what exists at this point , I guess Kirk has everything, at
least he has all the tax records and things of that nature.

T:
You are referring to the accountant?

JC:
Yes

T:
What about like, canceled checks, bank statements, and those type
things?

JC:
He would have a fair amount of that, I mean, we don't keep stuff too
long, because we moved out a much larger building..

T:
When you say we, who do you mean?

JC:
Myself, my staff, people

T:
So primarily you would have the checks and statements if I needed
those?

JC:
Yes

T:
This accountant, the one you are trying to find the name for, Is he
the one that prepared the tax returns for the company.

JC:
Yes, he's been doing it for several years. When was the last one
filed, do you know?

JC:
 Well, whenever the last date here was which would have been September

T:
Was the debtor on a fiscal year?

JC:
YES

T:
Well what are you saying then, ending August, September?

JC:
I think September To be very truthful, my wife used to do most of
this, she had a much better head for this kind of thing than I did.

T:
What was the approximate annual gross income of the debtor?

JC:
It wavered in the $700,000 range.

T:
That's a gross figure, right?

JC:
Gross, Yes. We never really had that impressive a net.

T:
What was the source of this income? What were you selling?

JC:
Advertising for the magazine, newsstand receipts, subscriptions,
things of that nature.

T:
What bank accounts did the debtor have?

JC:
Citrus & Chemical.

T:
Are they still open?

JC:
Open, not being operated.

T:
Who is the signatory on those accounts?

JC:
I think my wife still is, but she's not exercising any
[unintelligible]

T:
Who is your wife?

JC:
Vicki Cruse Campbell. To be very truthful, I'm not quite sure what the
status of my marriage is at this moment.

T:
OK, what I'd like to do now is take creditors appearances. If anybody
would like to inquire of the debtors representative, they should come
forward now. If not...

T:
OK I need you to come up here and state your name. Come up here, I
need you on the record, Mr. Pucillo.

AP:
Anthony Pucillo for the creditor Vicki Cruse. Mr Campbell, in view of
the special event...

JC:
I have to tell you right now that we are not aware that he represented
my wife in any shape or form. I have strong reason to believe that
there are some real questions about this. Mr Pucillo is under
investigation by the Florida Bar based on complaints that I have made,
and another attorney has made. We are scared to death of this man. At
a recent fly-in, he confronted advertisers, and associates, papered
the fly-in, and I refuse to answer any questions from this man until I
have a chance to seek council.

T:
Excuse me MR. Campbell, you do have council representative, and there
are Marshals in the room. I don't think your safety is question here.
Mr. Pucillo is representing the creditor. He does have rights to ask
questions.

JC:
This man has threatened everything I own, and am, and I fully believe
we're dealing with a fella who has a significant, uh, what's the
proper word here, vendetta going, and is trying to

T:
Well, I'm monitoring the questions and if they are too far afield,
I'll be stopping questions that do not pertain to the Bankruptcy of
the debtor.

JC:
According to Vicki's father, ... (Atty for JC:) Let his ask his
questions..

T:
He may not even be asking the questions you are concerned with.

AP:
Mr. Campbell, at the Sun 'N Fun fly-in this year in Lakeland, you
distributed a special issue of US Aviator magazine. Is this correct?

JC:
Yes.

AP:
And that issue reflected that is was published by and copyrighted by
Airedale Press Inc, did it not?

JC:
I believe Airedale was listed at that point, because we had not
decided what corporate entity to use, and what to do from that point
on.

AP:
And you have continued to sell subscriptions to the magazine since
last year when it published its last '96 issue?

JC:
Yes, we had every intention of getting the magazine back into
publication.

AP:
And where were those subscriptions deposited?

JC:
At various times...in Airedale to pay bills, and eventually, once we
once Aeromedia made a decision to assume the obligation of the
subscriptions to US Aviator, they were then deposited into Aeromedia.
And we have fulfilled subscription requirements thus far.

AP:
let's be specific about when Aeromedia USA was formed. That was
within the last thirty days, was it not?

JC:
Could be. I'm not quite sure where the paperwork is, sir.

AP:
In fact it didn't have a checking account at all until with the last
thirty days?

JC:
That's not true.

AP:
Aeromedia Inc. had a checking account before it was formed?

JC:
We have had an accountant, who did all the paperwork, at one point
some stuff got lost in transit, I don't know what day, but things have
been found.

AP:
So you don't know what date the corporation was formed?

JC:
Can I ask a question? I'm not aware that my wife is a creditor, M'am.
She sent us a fax in October indicating that she gave up all rights,
and interests whatsoever in the company.

T:
The attorney here is apparently going to be asserting that claim
against ( Atty for JC) Just answer his questions, unless I tell you
not to.

JC:
OK

AP:
Mr Campbell, was the checking account for Aeromedia USA formed before
the corporation?

JC:
I do not know.

AP:
OK IS it fair to say that all of the subscription funds from the last
issue of October, 1996, until some time no more than four to six weeks
ago, were deposited in an account other than Aeromedia, USA?

JC:
That's probably true.

AP:
Were they deposited in the Kindred Spirit account, or the Airedale
Press Account?

AP:
In Airedale probably. We have been paying creditors as best we can up
until the time we decided to take advice of council and file.

AP:
What creditors have been paid in the last 90 days, prior to filing?

JC:
I do not know, I would have to look at records.

AP:
Do you have those records? JC I believe we have most of the records. 
The accountant does

AP:
The checking account records for '96 and '95, for the corporation?

JC:
I would assume we would have most of the records for '96. I don't know
what we would have done with '95.

AP:
Why are the subscribers not listed as creditors of the corporation?

JC:
AEROMEDIA USA has taken on the obligation of fulfilling the
subscriptions. That is a considerable debt on the part of
Airedale...in order to provide one, the subscriptions to our readers,
and two, eliminate or satisfy as much of, the largest part of the debt
as possible for the company. As I said, Aeromedia was set up to
satisfy the largest part of the subscriptions that we owed that point,
to subscribers.

AP:
I'm not sure I understood that answer. Do you know whether any
indebtedness have been paid, other than the current bills, within 90
days prior to filing bankruptcy?

JC:
I would have to look at records there. Without records in front of me
I'm not going to answer that question. I need to make sure I've got
the records done properly.

AP:
There were a couple of potential purchasers for the magazine in late
'96, were there not?

JC:
That's hard to say, sir.

T:
When you say magazine, US AVIATOR?

AP:
Yes. Were there purchasers or were there not?

JC:
We don't know that they were serious, considering that one person
attempted to compete an agreement, then perjured himself, went back on
agreements, and so forth...we don't know that there was ever a serious
offer.

AP:
Well, what was the purchase price in the offer that may or may not
have been serious?

JC:
I don't have the paperwork with me, I won't quote from it without
having it on me

AP:
It was approximately $200,000, was it not?

JC:
No, I don't believe it was that high.

AP:
Does US Aviator have a web page, on the Internet?

JC:
Yes, it does,

AP:
Who owns that web page? Is that Airedale press?

JC:
Me. I have been doing that page, on my own time.

AP:
Who is the registered owner of the web page?

JC:
That would be Airedale Press. But I have been doing all the work on
it, and all the material on it is my copyrighted copy.

AP:
US AVIATOR uses a number of equipments and printers and specialized
equipment to generate the magazine, does it not?

JC:
Yes it does.

AP:
Who owns those equipments, and printers and

JC:
Citrus and Chemical.

AP:
Citrus and Chemical has a lien on them, is owed money. Is that
correct?

JC:
Correct.

AP:
Well, who owns it?

JC:
well, from what I understand right now, Citrus and Chemical. And then
myself, because I personally guaranteed it. Sir, you asked me to
render a legal judgement I'm not qualified to render.

T:
He's wanting to know, does Airedale own the equipment?

JC:
Airedale took out the original loan. The loan has, well, its a credit
line, the credit line has been converted to the loan. And I am the
personal guarantor on that loan. The lienholder for the UCC filing is
the Citrus and Chemical Bank.

T:
And where is the equipment physically located now?

JC:
Ah, some of it is in storage, and, uh, much of it is not being used at
this point..

T:
Where is it?

JC:
There is a storage area in Winter Haven, and we also have some stuff
in our garage.

T:
What's the name of the storage building in Winter Haven?

JC:
Good question. It's off of some avenue, and I can get the address.

T:
You can get that.

JC:
 Yeah that's pretty easy.

T:
You'll get that to me. I'm sorry, go ahead please. We only have about
five or six more minutes.

AP:
Well I won't be done by then. Mr. Campbell, the income tax returns for
'93 and '94, indicated approximately $100,000 in equipment and assets
for Airedale Press, Inc. Where would that $100,00 of equipment and
assets have gone?

JC:
That's what you're talking about, sir. That would be the imagesetters
and so forth. Keep in mind that stuff depreciates like you would not
believe. THE $3000 dollar computer you buy today is worth about $500
six months later. Current estimated value is in the neighborhood of
10-15 thousand, not even worth the amount I owe on it at this point.

AP:
There is an inventory of the equipment of Airedale Press, Inc, isn't
there?

JC:
I don't know what is done. I didn't handle that part of it.

AP:
Who did.

JC:
Various staff members at various times and in cooperation or whatever
was required by our accountant was done.

T:
Which, by the way, I never did get the accountant's name?

JC:
Kirk Keith, and

T:
and where is he located?

JC:
He's got offices in Tampa, and another in Lakeland.

T:
What's the number

JC:
I believe its 6531968 that's off memory and may not be correct.

T:
Is that the accounting service listed as LGS in the Creditors list?

JC:
Probably.

AP:
Are there accounts; are there sums owing from newsstand distributors
for magazines distributed prior to the August-September '97 issue?

JC:
Probably. It's not going to be a very large amount at this point.

AP:
Is Cable News one of those distributors that owes money.

JC:
Yes

AP:
Why is Cable News not listed as an asset?

JC:
I wasn't asked to list the assets yet.

T:
Well, the schedule requires a list of your assets.

JC:
Oh. I see what you are saying. We don't know what's due until..
After..they are not responsible for accounting on an issue until the
better part of a year afterwards, and sometimes more, and we have no
idea of what is owed whatsoever, so we would have no way of accounting
for the asset. To be truthful, it's not gonna be a whole heck of a
lot.

AP:
Why is it not [unintelligible]

JC:
Sir, we don't have anything form them telling us they owe us anything
at this point.

AP:
Have you been in contact with Cable News within the last 60 days? or
gotten a contact.

JC:
No sir, they are not required to do anything for the better part of a
year.

AP:
that wasn't my question. The question was whether or not you had been
in contact. (Atty for JC:) He answered the question. The Answer is
No.

AP:
As long as I'm clear that the answer is that he has not been in
contact. Mr. Campbell, the current issue of US Aviator..

JC:
Is none of your business.

AP:
Please let me go ahead and ask the question. The current issue of US
Aviator was sent to the printer when?

JC:
None of your business. It's another corporation, has nothing to do
with you whatsoever, and I see no reason to answer that question. This
hearing is Airedale, that is not Airedale.

AP:
Let me make a statement for the record. This issue was created
predominantly in 1996, as reflected by records of the Corporation and
public statements of the corporation. The predominant body was
previously copyrighted by Airedale press, Inc. The only additional
matter inserted, subsequent to the creation of this corporation,
consists of something like twelve to fifteen pages, and

JC:
May I interrupt for a minute..

T:
No let me interrupt for a minute. It's obvious that we are not gonna
finish today.

JC:
Please let me state something real quick?

T:
GO Ahead.

JC:
This gentleman here, and I use the term loosely, is apparently not
familiar with the term in journalism called First North American
Rights only, and, what's once published once, belongs to whomever
published it. Whoever wrote it. The rights revert. We have never
bought anything but 1NARO or first north American rights only. I am
the author. Anything that I write, the copyright falls back to me, on
that material. I can do with it what I please.

T:
Great. We're gonna need a lot of documents ...you don't have any
documents with you today, do you.

JC:
I wasn't told I needed any.

T:
I will be in touch with your office, Ms. Norman, with requests for the
documents I"d like to have, for Airedale.

JC:
May I state something for the record?

T:
If it's relevant.

JC:
In regards Mr. Pucillo.

T:
No.

JC:
His statements on journalism are totally irresponsible.

T:
Let me ask one quick question?

JC:
You are a very..

T:
excuse me. Mr. Campbell. Did Airedale ever own US Aviator?

JC:
NO;

T:
Did Airedale own the subscription list to US AVIATOR?

JC:
The?

T:
The Subscriber list?

JC:
There's an obligation...I'm not qualified at this point, until I talk
to council but from what I understand, there is a lot of, there's
magazines owed to subscribers. Based on thousands and thousands of
pieces of mail, people want their issues, they support what I
personally am trying to do with the magazine, I'm talking about
letters numbered in the seven and eight thousand range, beyond
counting E-mail. Ah, and, Aeromedia USA was set up specifically to
meet those obligations. It assumed, Uh, I don't know, maybe it's three
or four hundred thousand, I have no idea what the amount would be
under the circumstances, of debt to pursue and to satisfy those
obligations. And relieved Airedale of that debt.

T:
I'll be asking for documentation regarding these things that you're
suggesting. What I'd like to do is continue to this to August 29.

JC:
On August 29 I will be in a Royal Canadian Snowbird CL41A. In Toronto
Canada and it's a not-to-be-missed opportunity. I have been
specifically authorized by Canada to be able to do this, and it's
critical to our current interests.

T:
Ah yes. You are the only authorized representative. The next date I
have is like September 12th.

JC:
I think I'm clear September 12th.

T:
ah. well you'd better be because

JC:
I understand. This one opportunity...I've already expended a fair
amount of money to be able to attend, reservations and so forth the
make sure I can do this.

T:
Lets do Sept 12. well (Atty for JC:) Do you have additional inquiries
you want to make, or is this an opportunity for him to make additional
inquiries?

T:
Yeah, I have a lot more Questions. 

(Atty for JC:)
Would you consider continuing it to an open date so you know you'd
have the documents.

T:
Yeah, well what I'd like, I would like to review the documents before
we meet again so I'm thinking Sept 12th would probably be a better
date than August 29th Anyway because I need the time to look through
the documents after they are provided. What I'd like to do is schedule
it for Sept. 12th at 4:00.

AP:
We may be able to shorten that if we can schedule the rule 2004
examination. 

(Atty for JC:)
Well. I'm not going to stipulate to it, that's for you and I, and if
you're going to do that you're going to have to conduct your discovery
for your separate lawsuits elsewhere.

JC:
Question. Once a Bar complaint has been filed against a lawyer doesn't
that force him to disqualify himself from a proceeding?

T:
I don't...ah you have council you can talk to. At this time this 341
meeting is continued to 9/12/1997 at 4:00 PM.