DM: Is your counter suit against MapInfo based on the co-opting of the software?
Dean Stoecker (DS): If you read any of the notes within the suit itself you will see that there are quite a few claims, everything from disparagement, which was not permitted in the agreement or any of the interim agreements that we had with them. And that really revolved around the “kill sheets” that they produce, and the kill sheets were pretty awful. Disparaging to individuals at SRC, owners of SRC and the clearly the products themselves; the products that MapInfo made millions of dollars selling for the previous four years. But I think the real thing that is most discouraging is the co-opting of software. You have to remember that they didn't have their TargetPro 4.0 product completed until…and we know that there are still customers who have still not received it as of today. We are now into October 1st.  We know that there has been a lot of activity between MapInfo and MapInfo partners between July 1st when nobody had any rights to the product and today. Where they were demonstrating our product, which was labeled TargetPro 3.7, owned from SRC and they would ship them TargetPro 4.0. And that is referred to as “co-opting” or “bait and switch.” And that's illegal.

DM: And you claim that was done by MapInfo directly and not by their partners?
DS: Both. This is a relationship that was kind of destined for trouble I think when MapInfo originally tried to buy us. We said no. We know that if we said no that they would probably go off on their own and try to do their own thing. We fully appreciate, as you pointed out in your previous documents on Directions, that they need to own their own technology as a publicly traded software company. It is somewhat disconcerting to me that they never told the public that TargetPro wasn't theirs. While certainly, people found out overtime, and they saw SRC grow, they knew that SRC was supplying the technology. MapInfo never came out and said that the technology was powered by SRC. In fact when an analyst, one of MapInfo's analysts yesterday, and he told me that he had been following MapInfo for the last two or three years and he had no idea that TargetPro wasn't MapInfo's product. But we knew that when we said no to them in the buyout that they would go their own way, so we fully prepared ourselves for that day.

But it is unfortunate that we had to get to this. There is clearly a breach in the agreement. We notified MapInfo of breaches periodically over the last couple of years, the first of being November or December of 2001 that they were in breach of the agreement; and they answered the breach by cutting us off as a partner. It was an $8000.00 breach at the time and they cut us off as a partner.

DM: MapInfo told Directions Magazine that they have stopped selling TargetPro as of June 30th. You believe this not to be the case?
DS: You should take note of the fact that they have refused to let us do an audit on their books.

DM: I am just trying to clear up where some of the discrepancies might be.
DS: Contractually, they were supposed to have stopped selling, showing, supporting, shipping, and using that technology on June 30th. The mere fact that they have not allowed us to conduct an audit, which contractually, we have the right to do, tells me that they are perhaps hiding something.

DM: How are you basing the sum of $11 Million in countersuing MapInfo?
DS: It is a collection of the various different claims that are in the suit themselves.

DM: What is your understanding of the claims in MapInfo's suit?
DS: The suit had to do with what they claim is an agreement for us to share in switching product out with a customer. If a customer was under contract with TargetPro and they switched to Allocate or Solocast, that we would pay MapInfo their share of the royalties. It would work both ways where as if they swapped somebody out that we would collect our share of the royalties. Their suit says that it was fraud; that they actually didn't have a product to swap out. So they got us to believe that they had a product that was going to be released early in 2002 at they had been promising for quite some time. In reality is that they didn't. So, we actually had to swap out customers to protect ourselves and the contracts say that you have to deliver something to manually to them in terms of updates. Some of those customers did not get updates for 15, 16,17 months, so we swapped them out. We felt that if MapInfo did not even have a product that we had to step in and protect ourselves and the customers. And the result of that is don't owe MapInfo any money.

DM: Customers were coming to you?
DS: These were customers that we had contact with for sure; we never had a MapInfo customer list so we don't really know who all the TargetPro customers even are.