1



          1              UNITED STATES DISTRICT COURT

          2              SOUTHERN DISTRICT OF NEW YORK

          3   - - - - - - - - - - - - - - - - - - x
              UNIVERSAL CITY STUDIOS, INC.;       :
          4   PARAMOUNT PICTURES CORPORATION;     :
              METRO-GOLDWYN-MAYER STUDIOS, INC.;  :
          5   TRISTAR PICTURES, INC.; COLUMBIA    :
              PICTURES INDUSTRIES, INC.; TIME     :
          6   WARNER ENTERTAINMENT CO., L.P.;     :
              DISNEY ENTERPRISES, INC.; AND       :
          7   TWENTIETH CENTURY FOX FILM          :
              CORPORATION,                        :
          8                                       :
                              Plaintiffs,         :
          9                                       :
                         vs.                      :  00 Civ. 0277
         10                                       :
              ERIC CORLEY A/K/A,                  :  (LAK)(RLE)
         11   "EMMANUEL GOLDSTEIN,"               :
              AND 2600 ENTERPRISES, INC.,         :
         12                                       :
                              Defendants.         :
         13   - - - - - - - - - - - - - - - - - - x

         14                              Washington, D.C.

         15                              Wednesday, June 7, 2000

         16             Deposition of FRITZ E. ATTAWAY, a witness

         17   herein, at the offices of Proskauer Rose LLP, 1233

         18   20th Street, Northwest, Washington, D.C., commencing

         19   at 10:51 a.m., and the proceedings being taken down

         20   by Stenotype and transcribed by KAREN YOUNG.


         21   

         22   
                               INTERIM COURT REPORTING
         23                   545 FIFTH AVENUE, SUITE 900
                               NEW YORK, NEW YORK 10017 
         24                       (212) 490-3430  

         25   





                                                                        2



          1           A P P E A R A N C E S  O F  C O U N S E L

          2   On behalf of the Plaintiffs:

          3               PROSKAUER ROSE LLP

          4               BY:   LEON GOLD, ESQ.

          5               1585 Broadway

          6               New York, NY 10036-8299

          7               (212) 969-3480

          8   

          9              (Present only after 3:03 p.m.)

         10               MOTION PICTURE ASSOCIATION

         11               BY:   MARK D. LITVACK, ESQ.

         12               15503 Ventura Boulevard

         13               Encino, CA 91436

         14               (818) 995-6600

         15   

         16    On behalf of the Defendants:

         17               FRANKFURT, GARBUS, KLEIN & SELZ, P.C.

         18               BY:   EDWARD HERNSTADT, ESQ.

         19               488 Madison Avenue

         20               New York, New York 10022


         21               (212) 980-0120

         22   

         23   

         24   

         25   




                                                                        3



          1                  C  O  N  T  E  N  T  S

          2   WITNESS:  FRITZ E. ATTAWAY

          3   EXAMINATION BY:                                 PAGE

          4         By Mr. Hernstadt ........................... 5

          5   

          6   

          7   

          8   

          9   

         10   

         11   

         12   

         13   

         14   

         15   

         16   

         17   

         18   

         19   

         20   


         21   

         22   

         23   

         24   

         25   






                                                                        4



          1                   DEPOSITION EXHIBITS

          2                    FRITZ E. ATTAWAY

          3   NUMBER           DESCRIPTION              IDENTIFIED

          4   34   MPAA 1998 business plan .................... 40

          5   35   MPAA 1999 business plan .................... 44

          6   36   MPAA 2000 business plan .................... 93

          7   37   Attaway letter to Kasunic, 4/14/00 ......... 89

          8   38   Letter to David Carson, 3/31/00 ............ 95

          9   39   Attaway letter to Perlmutter, 12/7/98 ..... 102

         10   40   Attaway letter to Felts, 2/19/99 .......... 108

         11   41   Attaway letter to Carson, 2/16/00 ......... 120

         12   42   Attaway letter to Carson, 3/31/00 ......... 124

         13   43   Testimony of Mr. Attaway, 6/24/99 ......... 132

         14   44   Reply comments, 3/31/00 ................... 135

         15   

         16   

         17             (EXHIBITS RETAINED BY COUNSEL)

         18   

         19                         -  -  -

         20   


         21   

         22   

         23   

         24   

         25   






                                                                        5



                               FRITZ E. ATTAWAY

          1                         -  -  -

          2             MR. HERNSTADT:  As an initial matter, I'd

          3   like to apologize for the glitches this morning in

          4   terms of getting the reporter here and getting going

          5   on time.

          6             MR. GOLD:  Thank you.  No problem.

          7             MR. HERNSTADT:  And I appreciate your

          8   courtesy and patience.

          9             MR. GOLD:  No problem at all.

         10                          - - -

         11   Whereupon,

         12                    FRITZ E. ATTAWAY,

         13   having been called as a witness by Counsel for

         14   Defendants and having been duly sworn by the notary

         15   public, was examined and testified as follows:

         16                         -  -  -

         17        EXAMINATION BY COUNSEL FOR THE DEFENDANTS

         18             BY MR. HERNSTADT:

         19       Q.    Mr. Attaway, I'm Edward Hernstadt from


         20   Frankfurt, Garbus, Klein & Selz.  We represent the

         21   defendants Eric Corley a/k/a Emmanuel Goldstein and

         22   2600 Enterprises, Inc. in the Universal et al.

         23   against them litigation.  Thank you for being here.

         24   Have you ever been deposed before?

         25       A.    Yes.




                                                                        6



                               FRITZ E. ATTAWAY

          1       Q.    How many times?

          2       A.    Maybe two or three.  Certainly no more

          3   than three.

          4       Q.    When was the last time you were deposed?

          5       A.    At least six years ago.  It could be more.

          6       Q.    Well, I'll very briefly then refresh your

          7   recollection that this is sworn testimony.  You

          8   should answer the questions.  If you don't

          9   understand a question, ask me.  I'll restate it or

         10   explain it to you or say it in a way that you can

         11   understand.  Are you on any kind of medication or

         12   anything that would prevent you from answering

         13   questions I put to you fully and coherently?

         14       A.    No.  Only coffee.

         15       Q.    Excellent.  Mr. Attaway, could you tell

         16   me, how long have you been employed by the MPAA?

         17       A.    I have been employed by MPAA for 24 years.

         18   Twenty-four and a half years now I believe.

         19       Q.    Are you an attorney?


         20       A.    Yes, I am.

         21       Q.    Have you practiced as an attorney?

         22       A.    Yes.  Before MPAA, I was an attorney for

         23   the Federal Communications Commission, and I've

         24   practiced as an attorney for MPAA for 24 and a half

         25   years.




                                                                        7



                               FRITZ E. ATTAWAY

          1       Q.    Could you tell me what your educational

          2   background is?

          3       A.    I have a B.A. degree from the College of

          4   Idaho and a J.D. degree from the University of

          5   Chicago.

          6       Q.    And what is your present position with the

          7   MPAA?

          8       A.    I'm senior vice president for government

          9   relations and Washington general counsel.

         10       Q.    And can you give me a run-through from 24

         11   years ago to the best of your recollection of the

         12   different positions you've held with the MPAA?

         13       A.    I believe my first title was assistant to

         14   the president.  Then I became a vice president.  I'm

         15   not sure what it was for, but I've been in

         16   government relations the entire time, and then

         17   senior vice president and then senior vice president

         18   and general counsel, in that succession.

         19       Q.    SVP and then general counsel?


         20       A.    Right.

         21       Q.    Did you get any additional duties when you

         22   became general counsel?

         23       A.    No, not really.

         24       Q.    Was there a general counsel prior to you?

         25       A.    In Washington, no.




                                                                        8



                               FRITZ E. ATTAWAY

          1       Q.    I'm sorry?

          2       A.    No, not in Washington.  There was and

          3   still is a general counsel in Los Angeles.

          4       Q.    Okay.  Would it be fair to say that the

          5   granting to you the title general counsel was a

          6   recognition of what you'd already been doing, as

          7   opposed to changing your job?

          8       A.    I think that's fair to say, yes.

          9       Q.    And you say that you've been -- your

         10   responsibilities have included government relations

         11   essentially the entire time you were there.

         12       A.    Yes.

         13       Q.    Could you explain what you do?  What is

         14   government relations?

         15       A.    I represent the Motion Picture Association

         16   and the motion picture industry in all matters

         17   relating to the federal government, and that ranges

         18   from legislative issues to regulatory issues to

         19   international treaty issues.  Anything that involves


         20   the federal government.

         21       Q.    And when you say motion picture industry,

         22   are you talking about the plaintiffs in this case?

         23       A.    Yes, the seven studios that belong to

         24   MPAA.

         25       Q.    Okay.  Does the MPAA consider that its




                                                                        9



                               FRITZ E. ATTAWAY

          1   work would benefit other studios who are not members

          2   as well?

          3       A.    I think we consider ourselves in most

          4   instances, not all, but in most instances as

          5   representing the industry.

          6       Q.    Okay.  Whether or not they're members?

          7       A.    Correct.

          8       Q.    Okay.  What are your job functions with

          9   respect to legislation?

         10       A.    I represent the association's views and

         11   positions to members of Congress and staff.

         12       Q.    And how do you do that?

         13       A.    In various ways, including exchanges of

         14   information in private meetings, testifying before

         15   Congressional committees, supplying written

         16   documents both in formal hearings and on an informal

         17   basis.

         18       Q.    Do you have anything to do with the MPAA's

         19   anti-piracy efforts?


         20       A.    No.

         21       Q.    Are you familiar with the MPAA's

         22   anti-piracy efforts?

         23       A.    Somewhat.

         24             MR. HERNSTADT:  Can we go off the record

         25   for a second?




                                                                       10



                               FRITZ E. ATTAWAY

          1                         -  -  -

          2               (Discussion off the record)

          3                         -  -  -

          4             BY MR. HERNSTADT:

          5       Q.    What is the nature of your familiarity?

          6             MR. GOLD:  This is an area that we're

          7   going to designate as confidential.

          8             MR. HERNSTADT:  Fine.

          9             MR. GOLD:  You may answer.

         10             MR. HERNSTADT:  Just to be clear, my

         11   understanding is that we're operating under what the

         12   judge said yesterday, that everything is

         13   confidential for the first ten days and during that

         14   time, you can designate -- you have those ten days

         15   of confidentiality, blanket confidentiality within

         16   which to make smaller designations.  To the extent

         17   that you want to designate within the -- during the

         18   deposition, feel free to, but you have no obligation

         19   to.


         20             MR. GOLD:  That's what I was doing, but I

         21   obviously retain -- reserve my right to make further

         22   --

         23             MR. HERNSTADT:  Of course.

         24             MR. GOLD:  But I thought it might be

         25   helpful for everybody if I just did it when it came




                                                                       11



                               FRITZ E. ATTAWAY

          1   up.  I won't catch every one.

          2             MR. HERNSTADT:  That's fine.

          3             MR. GOLD:  But you've been very generous,

          4   by the way, because the judge said, and I'm forced

          5   to disclose the truth, with Mr. Attaway, three days.

          6             MR. HERNSTADT:  That's right, and I would

          7   have remembered that.

          8             MR. GOLD:  Eventually you would have.

          9             MR. HERNSTADT:  Hopefully before Monday.

         10             BY MR. HERNSTADT:

         11       Q.    Okay.  Do you want to hear the question

         12   again?

         13       A.    Yes, please.

         14                         -  -  -

         15             THE REPORTER:  "Question:  What is the

         16   nature of your familiarity?"

         17                         -  -  -

         18             BY MR. HERNSTADT:

         19       Q.    The familiarity with the anti-piracy


         20   efforts.

         21       A.    In the course of my representation of the

         22   industry, particularly before the U.S. trade

         23   representative, I've become familiar with our

         24   anti-piracy activities because it directly relates

         25   to the level of intellectual property protection




                                                                       12



                               FRITZ E. ATTAWAY

          1   provided by foreign countries to our works, which is

          2   a trade issue I guess I should add to that.  In

          3   addition, certainly the existence of adequate and

          4   effective copyright protection under U.S. law is an

          5   issue that we are very interested in and in that

          6   context I've become somewhat familiar with anti-

          7   piracy activities domestically.

          8       Q.    Does the MPAA create documents that set

          9   forth the estimated losses as a result of piracy?

         10       A.    Yes.

         11       Q.    And do you get -- are you provided with

         12   copies of these documents?

         13       A.    Yes.

         14       Q.    Okay.

         15       A.    We -- my office generates that information

         16   that is supplied on an annual basis to the U.S.

         17   trade representative.

         18       Q.    Okay.  And what do you use to create those

         19   documents?


         20       A.    We typically ask our regional offices to

         21   provide on a country-by-country basis estimated

         22   losses due to piracy.

         23       Q.    And the regional offices being Los

         24   Angeles, Hong Kong?

         25       A.    Brussels, Rio.




                                                                       13



                               FRITZ E. ATTAWAY

          1       Q.    And do they produce -- strike that.  Do

          2   they give you an annual estimate?

          3       A.    They provide information to people in our

          4   Los Angeles office, who in turn provide it to my

          5   office, specifically to Bonnie Richardson, who is in

          6   charge of our trade issues.

          7       Q.    Okay.  And is this all in reports or

          8   documents or memos or something to that?

          9       A.    They're in various documents that are put

         10   together in an annual report that we and other

         11   copyright industries file with the U.S. trade

         12   representative.

         13       Q.    Do you get quarterly reports?

         14       A.    No.

         15       Q.    Internal quarterly reports?

         16       A.    I don't get them, no.

         17             MR. HERNSTADT:  To the extent that we

         18   haven't asked for these documents in the deposition

         19   of Mr. Jacobson, we request production of the annual


         20   reports dating back to '97 I guess.

         21             BY MR. HERNSTADT:

         22       Q.    Would the '97 report set forth the losses

         23   for '96?

         24       A.    Typically, yes.

         25             MR. HERNSTADT:  So '97 to the future and




                                                                       14



                               FRITZ E. ATTAWAY

          1   then the supporting documents that were used to

          2   create these reports.

          3             BY MR. HERNSTADT:

          4       Q.    Do you review these reports before they go

          5   out?

          6       A.    No.  I may review bits and pieces of them,

          7                   Confidential

          8   and I generally defer to her judgment in terms of a

          9   final review.

         10       Q.    Do the reports break down the losses to

         11   losses per hard -- go off the record for a second.

         12                         -  -  -

         13               (Discussion off the record)

         14                         -  -  -

         15             BY MR. HERNSTADT:

         16       Q.    Hard goods.

         17       A.    No.

         18       Q.    It's --

         19       A.    It's just one number.


         20       Q.    It's a global figure for total losses?

         21       A.    Correct.

         22       Q.    Does the MPAA develop internal records

         23   that break down the total number into subsets of

         24   losses attributable to different types of hard

         25   goods?




                                                                       15



                               FRITZ E. ATTAWAY

          1       A.    In calculating the estimates, someone at

          2   some point would have to consider the various media,

          3   theatrical, television, home video, et cetera.  By

          4   the time they get to me though, it's just one

          5   number.

          6       Q.    So I take it that Mr. Jacobson and before

          7                   Confidential

          8   knowledgeable about those numbers?

          9       A.    And people who work for them.

         10       Q.    Do you interact with the MPAA members?

         11       A.    Yes.

         12       Q.    On a regular basis?

         13       A.    Yes.

         14       Q.    Could you tell me how you do that?  What's

         15   the nature of the interaction?

         16             MR. GOLD:  You mean by telephone or mail

         17   or --

         18             BY MR. HERNSTADT:

         19       Q.    By telephone -- well, no.  What I mean is


         20   what is the nature of the contact?  Why do you

         21   contact them, why do they contact you?

         22             MR. GOLD:  Well, to the extent these

         23   contacts relate to your giving legal advice to the

         24   members, I would direct you not to answer.

         25             MR. HERNSTADT:  I wouldn't want to know




                                                                       16



                               FRITZ E. ATTAWAY

          1   the substance of that, but if they contact him for

          2   legal advice, I think I'm entitled to know that.

          3             MR. GOLD:  Yes or no?  Okay.

          4             MR. HERNSTADT:  Yes, yes or no.

          5             MR. GOLD:  Okay.  Do the members contact

          6   you for legal advice?

          7             THE WITNESS:  From time to time, yes.

          8             BY MR. HERNSTADT:

          9       Q.    And what else do they contact you for,

         10   setting aside legal advice?

         11       A.    Information.  I disseminate information

         12   about legislative and regulatory events and

         13   activities.

         14       Q.    Do the members, the M -- were you done?

         15   I'm sorry.

         16       A.    Yes.

         17       Q.    Do the MPAA members have their own

         18   representatives in Washington?

         19       A.    All but one, yes.


         20       Q.    And what's the difference between what the

         21   member -- and by member, I'm also talking about

         22   plaintiffs, just so you know, all the way through.

         23   What's the difference between what the member

         24   representatives do, if you know, and what you do?

         25       A.    What they actually -- what they actually




                                                                       17



                               FRITZ E. ATTAWAY

          1   do, there is no difference; however, obviously they

          2   represent their own individual company and I

          3   represent the seven MPAA members, and sometimes that

          4   involves different activities.

          5       Q.    With respect to the Digital Millennium

          6   Copyright Act and with respect to digital copying,

          7   digital access, you know, that sort of general area,

          8   do the members' representatives do anything

          9   different than what you do?

         10       A.    No, not in terms of what they actually do.

         11       Q.    Okay.  So that is an area where

         12   everybody's interests are uniform?

         13       A.    I wouldn't say uniform, no.  In fact, not

         14   always the -- the member companies don't always take

         15   the same position on certain issues, but --

         16       Q.    I'm really talking specifically about sort

         17   of digital -- copyrighted materials.  Member

         18   companies in digital form.

         19       A.    I think in general, yes, they're all close


         20   to the same.

         21       Q.    Do you know if the members do any

         22   independent anti-piracy efforts?

         23       A.    I don't know.

         24       Q.    Do you know if the MPAA undertakes

         25   anti-piracy efforts on behalf of the members?




                                                                       18



                               FRITZ E. ATTAWAY

          1       A.    Yes, we do.

          2       Q.    During the legislative process that led up

          3   to the passage of the DMCA, Digital Millennium

          4   Copyright Act, for the benefit of the reporter, were

          5   member representatives active in lobbying Congress

          6   and in testifying for Congress?  We can take that

          7   first lobbying, then testifying.

          8       A.    Lobbying, yes.  Testifying, no.

          9       Q.    Did the MPAA through various individuals

         10   testify before Congress?

         11       A.    Yes.

         12       Q.    And who did the testimony?

         13       A.    Typically it would have been Mr. Valenti.

         14   In most cases when he was not available, it would

         15   have been myself.

         16       Q.    On how many occasions did either you or

         17   Mr. Valenti testify before Congress on the Digital

         18   Millennium Copyright Act?

         19       A.    I certainly don't know the exact number,


         20   but my estimate would be maybe half a dozen times

         21   throughout the process, and that process began long

         22   before the term Digital Millennium Copyright Act was

         23   coined.

         24       Q.    When did the process begin?

         25       A.    It really began -- I'm not good at




                                                                       19



                               FRITZ E. ATTAWAY

          1   chronologies, but with the formation or the

          2   initiation of the National Information

          3   Infrastructure Advisory Council, which would have

          4   been in the early '90s, maybe '94, '95, that time

          5   period.

          6             MR. HERNSTADT:  Off the record.

          7                         -  -  -

          8               (Discussion off the record)

          9                         -  -  -

         10             BY MR. HERNSTADT:

         11       Q.    During the course of testifying -- well,

         12   strike that.  Are you familiar with the testimony

         13   that Mr. Valenti made before --

         14       A.    Yes.

         15       Q.     -- the Congress?

         16       A.    Yes.

         17       Q.    During the course of the testimony of

         18   either Mr. Valenti or yourself, did the MPAA take

         19   positions with respect to the impact on fair use of


         20   the DMCA?

         21       A.    I can't recall specific statements, but in

         22   general I would say yes.

         23       Q.    And would the same be the case for the

         24   impact on reverse engineering of the DMCA?

         25             MR. GOLD:  Did the MPAA take positions --




                                                                       20



                               FRITZ E. ATTAWAY

          1             BY MR. HERNSTADT:

          2       Q.    Did the MPAA take positions before

          3   Congress?

          4       A.    I don't think we ever addressed that in

          5   formal testimony.  It very likely came up in the

          6   course of our lobbying activities when the DMCA was

          7   being debated.

          8       Q.    So it would have -- in letters to

          9   Congresspersons or the like?

         10       A.    Perhaps, yes.

         11       Q.    And did the MPAA take positions during the

         12   course of testifying or lobbying Congress on the

         13   DMCA on the impact -- excuse me.  Strike that -- on

         14   whether the DMCA permitted circumvention of

         15   encryption or similar systems?  Do you understand

         16   that?

         17       A.    No, I don't because --

         18             MR. GOLD:  If you don't understand it --

         19             THE WITNESS:  The DMCA did not exist at


         20   the time, so --

         21             BY MR. HERNSTADT:

         22       Q.    Okay.  I'm talking about the impact of the

         23   proposed legislation, what that would mean in

         24   terms --

         25             MR. GOLD:  Could we get a question?  I




                                                                       21



                               FRITZ E. ATTAWAY

          1   just want you to --

          2             MR. HERNSTADT:  Yeah, I'll give a new

          3   question.

          4             MR. GOLD:  Thank you.

          5             MR. HERNSTADT:  That will make things a

          6   little easier.

          7             MR. GOLD:  Thanks.

          8             BY MR. HERNSTADT:

          9       Q.    During the course of the MPAA's testifying

         10   before Congress or lobbying Congress with respect to

         11   the proposed legislation that was eventually passed

         12   as the DMCA, did the MPAA take positions on whether

         13   circumvention of access control technologies would

         14   be permissible under the proposed legislation?

         15       A.    I'm sure that we made statements relating

         16   to that question, and our position was that -- and

         17   that the anti-circumvention provisions did not

         18   affect fair use one way or the other.  Fair use was

         19   not relevant.


         20       Q.    Why is that?

         21             MR. GOLD:  You're saying --

         22             MR. HERNSTADT:  First I guess my question

         23   is why is fair use not relevant?  I'm asking for the

         24   second of the --

         25             MR. GOLD:  I understand.  You asked him




                                                                       22



                               FRITZ E. ATTAWAY

          1   what position was taken before Congress.

          2             MR. HERNSTADT:  Uh-huh.

          3             MR. GOLD:  And to that we have no

          4   attorney-client privilege.  That's why I didn't

          5   interrupt.

          6             MR. HERNSTADT:  Okay.

          7             MR. GOLD:  Now you're asking him why did

          8   they take that position, and I think it flows out of

          9   his participation and discussions where he was

         10   giving legal advice regarding that matter and other

         11   matters, therefore, I think I have to state that

         12   it's privileged.

         13             MR. HERNSTADT:  Okay.  I don't want you to

         14   get into privileged areas, but I believe your

         15   testimony was that the position of the MPAA was and

         16   still is, so that there's nothing different, and in

         17   that case -- there's no change in the position that

         18   it was and still is, that anti-circumvention

         19   provisions do not impact fair use and fair use is


         20   irrelevant, and if that's the case, I don't see how

         21   privilege would apply.  I don't see how a privilege

         22   would apply.

         23             MR. GOLD:  To that answer?

         24             MR. HERNSTADT:  Yes.

         25             MR. GOLD:  No.




                                                                       23



                               FRITZ E. ATTAWAY

          1             MR. HERNSTADT:  And also to an explanation

          2   for that answer.

          3             MR. GOLD:  Well, when you ask for an

          4   explanation of that answer, you're going to get into

          5   conversations he had within the MPAA.  In the first

          6   question you got into conversations he had with

          7   Congress or committees of Congress.  There's no

          8   privilege with respect to those conversations.  When

          9   you get into a question that would call for his

         10   telling you what was developed, he's a general

         11   counsel to this organization.

         12             MR. HERNSTADT:  I understand.  Then let me

         13   be very specific.  I would like you to explain to me

         14   why the anti-circumvention provisions do not affect

         15   fair use and why fair use is irrelevant, but in

         16   explaining that, please don't get into conversations

         17   that you've had subsequent to I guess 1998 when you

         18   testified -- when the MPAA took a position that it

         19   publicly made to Congress.  I understand that that


         20   position hasn't changed, but if you've had

         21   conversations subsequent to that, then I would guess

         22   that's where you were --

         23             MR. GOLD:  Look, I'm being very -- I'm not

         24   being complicated.  When your questions can be

         25   answered without getting into matters he discussed




                                                                       24



                               FRITZ E. ATTAWAY

          1   within the MPAA in the course of giving legal

          2   advice, they're not privileged.  When they do get

          3   into that area, when that's where the response

          4   has -- and that's what -- he's a working lawyer.

          5   That's what he does.

          6             MR. HERNSTADT:  I understand.

          7             MR. GOLD:  He gives legal advice, and the

          8   answer to the question would have to disclose the

          9   legal advice he gave because he was giving advice on

         10   every one of these issues.

         11             BY MR. HERNSTADT:

         12       Q.    Well, can you answer that question without

         13   getting into privileged areas?

         14       A.    I can't answer that question without

         15   giving a legal opinion, which is what I do during

         16   the course of my -- in the course of my employment

         17   as a lawyer.

         18       Q.    Okay.  Then let me limit the question to

         19   why was the MPAA's position at the time you


         20   testified or Mr. Valenti testified before Congress

         21   that anti-circumvention provisions do not affect

         22   fair use and that fair use is irrelevant.

         23             MR. GOLD:  Well, see, that's where you're

         24   getting right into the advice he gave his clients in

         25   discussions that were held preceding these




                                                                       25



                               FRITZ E. ATTAWAY

          1   appearances at Congress, and he operates as a lawyer

          2   and he gives legal advice.  That's what he does.

          3             BY MR. HERNSTADT:

          4       Q.    Then answer that question only to the

          5   extent that that was something you discussed with

          6   third parties, and that means either testifying or

          7   lobbying or in conversations with Congressional

          8   aides or Congresspersons.

          9       A.    Well, that's very difficult to do, to

         10   remember every conversation that I might have had on

         11   this subject with an outside party, but in general,

         12   I would have expressed the view that the

         13   anti-circumvention provisions of the DMCA, which we

         14   very much supported, were separate and apart from

         15   limitations on the rights of copyright owners as

         16   expressed by the first sale doctrine.

         17             The 1201(a)(1) prevents unauthorized

         18   access, just as the Communications Act has prevented

         19   unauthorized access to cable programming and


         20   satellite programming for many years.  The Fair Use

         21   Doctrine was not an issue there and we believe that

         22   it's not an issue in the DMCA anti-circumvention

         23   provisions.

         24       Q.    During the lobbying process prior to the

         25   passage of the DMCA, did you have conversations with




                                                                       26



                               FRITZ E. ATTAWAY

          1   anyone, including Congressional aides, Congress-

          2   persons, press, other industry people,

          3   representatives of organizations that favored

          4   access, shall we say, or more broader access to

          5   copyrighted materials in which you discussed fair

          6   use and the continued vitality of the Fair Use

          7   Doctrine?

          8       A.    I'm sure I did.  Again, I can't remember

          9   specific conversations, but --

         10       Q.    Okay.

         11             MR. GOLD:  The lobbying processes and

         12   techniques of the MPAA and its representatives is in

         13   the area that I will designate as confidential.

         14             MR. HERNSTADT:  The techniques or --

         15             MR. GOLD:  The lobbying processes and

         16   techniques.  To me it's the same as processes, so --

         17             MR. HERNSTADT:  Okay.  I mean, in terms of

         18   like Mr. Attaway's prior statement that as part of

         19   his lobbying efforts, he would talk to


         20   Congresspeople and Congressional aides?

         21             MR. GOLD:  Yes.

         22             MR. HERNSTADT:  Okay.

         23             MR. GOLD:  That doesn't block you from

         24   asking anything.

         25             MR. HERNSTADT:  I understand.  That's




                                                                       27



                               FRITZ E. ATTAWAY

          1   something we can always address again later if we

          2   need to.

          3             MR. GOLD:  We can always talk later.  Call

          4   me and we'll have a pleasant discussion about it.

          5   I'm serious actually.

          6             MR. HERNSTADT:  I am too.  I am too.  Off

          7   the record.

          8                         -  -  -

          9               (Discussion off the record)

         10                         -  -  -

         11             BY MR. HERNSTADT:

         12       Q.    Again without intruding on the

         13   attorney-client privilege, could you tell me to the

         14   best of your recollection the types of conversations

         15   you had about why the anti-circumvention provisions

         16   did not limit or impact fair use in the traditional

         17   sense apart from what you just described?

         18       A.    Generally the position that we expressed

         19   throughout this process with regard to fair use was


         20   that copyright owners or property owners in general

         21   have never been prevented from locking up their

         22   property preventing access, and that the Fair Use

         23   Doctrine has never been interpreted to permit

         24   someone to throw a brick through a Blockbuster

         25   window in order to gain access to a motion picture




                                                                       28



                               FRITZ E. ATTAWAY

          1   in order to exercise fair use.

          2             That concept was applied to electronic

          3   encryption in the anti-circumvention provisions of

          4   the Communications Act.  We were applying the same

          5   concept -- we felt we were applying the same concept

          6   in the DMCA in a broader scope, but we felt -- we

          7   feel that in none of these instances the Fair Use

          8   Doctrine is being affected because the issue is

          9   access, and the Fair Use Doctrine has never been

         10   interpreted to allow unauthorized access.

         11       Q.    What constitutes authorized access?

         12             MR. GOLD:  And again, you're asking him

         13   this question to find out what positions the MPAA

         14   was taking with members of Congress or committees of

         15   Congress?

         16             MR. HERNSTADT:  Right.  I think we can

         17   assume for the next series of questions that I'm

         18   going to ask you that Mr. Gold has directed you not

         19   to intrude into the attorney-client privilege and


         20   just limit your answers to the conversations you've

         21   had with non-parties.  Is that a fair statement?

         22             MR. GOLD:  It is.

         23             THE WITNESS:  I don't have any particular

         24   recollection that this issue ever came up.  I think

         25   the general understanding of all parties was that




                                                                       29



                               FRITZ E. ATTAWAY

          1   authorized access meant access with the permission

          2   of the owner of the material.  Beyond that I don't

          3   think it was ever discussed.

          4             BY MR. HERNSTADT:

          5       Q.    Did you ever have a discussion in which

          6   you were asked if the fact that someone purchases a

          7   DVD makes a difference in terms of authorized

          8   access?

          9       A.    Not that I recall.

         10       Q.    Earlier you talked about the

         11   Communications Act prohibiting unauthorized access

         12   to cable boxes, or cable television and satellite

         13   television.

         14       A.    Uh-huh.

         15       Q.    Is it fair to say that a consumer gets

         16   authorized access to cable or satellite programming

         17   by purchasing a contract or entering into a contract

         18   with the cable provider and satellite program

         19   provider?


         20       A.    Yes, by being a subscriber.

         21       Q.    Okay.  And in the context of DVDs

         22   specifically, does the consumer get authorized

         23   access to the material on the DVD by purchasing the

         24   DVD?

         25       A.    No.




                                                                       30



                               FRITZ E. ATTAWAY

          1       Q.    Why is that?  Could you explain that?

          2       A.    In order to obtain authorized access to a

          3   DVD, the consumer has to in effect make two

          4   purchases.  He or she has to buy a D -- the

          5   software, a DVD disk.

          6       Q.    The media?

          7       A.    The media, and also has to purchase a DVD

          8   display device, which is specifically authorized to

          9   obtain access to the motion picture in an

         10   intelligible form under certain terms and

         11   conditions.

         12       Q.    Do you know what the DVD CCA is?

         13       A.    Yes, generally.

         14       Q.    What is it?

         15       A.    It is -- specifically CCA or -- yes, CSS

         16   is the content scramble system, which is the system

         17   used to restrict access to DVD content.

         18       Q.    And it is what?  The DVD CCA -- what's its

         19   relationship to CSS?


         20       A.    The DVD CCA I guess one would describe as

         21   the administrator of the licensing system for CSS.

         22       Q.    Is that different than being the licensor?

         23             MR. GOLD:  Than being the licensor, O-R?

         24             MR. HERNSTADT:  Yes.

         25             THE WITNESS:  I'm not sure who the




                                                                       31



                               FRITZ E. ATTAWAY

          1   licensor is.  It has evolved.  The CSS was developed

          2   by Matsushita, which I believe initially was the

          3   licensor.

          4             BY MR. HERNSTADT:

          5       Q.    Did the MPAA have anything to do with the

          6   formation or creation of the DVD CCS?

          7       A.    We certainly were a party to discussions

          8   over a long period of time, which actually are still

          9   in process, concerning a permanent entity to

         10   administer the CSS license, licenses.  The formation

         11   of DVD CCA I believe was at the instructions of

         12   Matsushita and Toshiba, and although MPAA knew of

         13   its existence, we were not a participant in its

         14   creation.

         15       Q.    Do the MPAA members license CSS from the

         16   DVD CCA in order to put it on the DVDs?

         17       A.    That's my understanding, yes.

         18       Q.    And then the consumer electronics

         19   manufacturers and consumer software programmers who


         20   create the DVD players, stand alone, home players or

         21   software players, do they also license CSS from the

         22   DVD CCA?

         23       A.    Yes.

         24       Q.    So is it fair to say, and feel free to

         25   disagree with me because I'm going to sort of




                                                                       32



                               FRITZ E. ATTAWAY

          1   recapitulate what I understand your testimony to be

          2   about this system, that in order to gain authorized

          3   access to the materials on a CSS encrypted DVD, the

          4   consumer must purchase a DVD, a legitimate DVD,

          5   we'll call it, and a player that is licensed by the

          6   DVD CCA?

          7       A.    Yes.

          8       Q.    Who else is party to these discussions

          9   regarding the administration of the CSS license?

         10             MR. GOLD:  You mean the discussions that

         11   the witness referred to when he said MPAA

         12   participated in some discussions?

         13             MR. HERNSTADT:  Right.

         14             MR. GOLD:  Relating --

         15             MR. HERNSTADT:  For a long time, and they

         16   are ongoing, relating to the administration of the

         17   CSS license.

         18             THE WITNESS:  Companies -- the leading

         19   companies in the computer industry and the consumer


         20   electronics industry generally.

         21             BY MR. HERNSTADT:

         22       Q.    Are any other organizations, industry

         23   organizations like the MPAA participants?

         24       A.    Yes.  Again, the associations that

         25   represent those two industries, the computer




                                                                       33



                               FRITZ E. ATTAWAY

          1   electronics industry, which would be the Computer

          2   Electronics Association and the Information

          3   Technology Industries Association, ITI.

          4       Q.    Not ITIA?

          5       A.    I don't think so.  I think the acronym is

          6   just ITI.

          7       Q.    And what individual companies are

          8   participants in this?

          9       A.    It varies because some companies have been

         10   participants in one stage and they drop out and

         11   others come in, but generally the major companies in

         12   these industries, IBM, Intel, Compaq on the computer

         13   side, and there are many, many more.  The best way

         14   to find that out is to look at the attendance list

         15   at the Copy Protection Technical Working Group

         16   meetings.

         17       Q.    And that is the -- that's the group -- or

         18   that's the name of the group that has the meetings

         19   that you've been discussing?


         20       A.    Yes, the Copy Protection Technical Working

         21   Group is an open forum that meets once a month to

         22   discuss issues relating to copy protection.  The

         23   discussions relating to the formation of a permanent

         24   licensing entity for CSS generally consisted of a

         25   smaller group consisting of representatives from the




                                                                       34



                               FRITZ E. ATTAWAY

          1   three industries.

          2       Q.    Okay.  Do you have attendance lists for

          3   the CPTWG?

          4       A.    No.  Oh, for the CPTWG?

          5       Q.    Yes?

          6       A.    I don't, but I believe they exist.

          7       Q.    Do you know if anybody at the MPAA has

          8   such lists?

          9       A.    I do not know.

         10       Q.    Are you the person from the MPAA who

         11   participates in these --

         12       A.    I'm one of them, yes.

         13       Q.    Who else?

         14       A.    Brad Hunt, who is --

         15       Q.    CTO?

         16       A.    Pardon me?

         17       Q.    I'm sorry.  Go ahead.

         18       A.    He is MPAA's -- I think his title is chief

         19   technical officer.


         20             MR. HERNSTADT:  Off the record.

         21                         -  -  -

         22               (Discussion off the record)

         23                         -  -  -

         24             BY MR. HERNSTADT:

         25       Q.    I would request production of the




                                                                       35



                               FRITZ E. ATTAWAY

          1   attendance records if Mr. Hunt has them or if you

          2   find that you have them, Mr. Attaway.

          3       A.    I'm sure I do not.

          4       Q.    Okay.  Are there attendance records for

          5   the smaller subgroup that talks about administrating

          6   the CSS license?

          7       A.    No.

          8       Q.    And are you the MPAA person who

          9   participates in that subcommittee meeting or --

         10       A.    Sometimes.  Not always.  Frequently we're

         11   represented by outside counsel.  In fact, always by

         12   outside counsel.  Sometimes I attend as well.

         13       Q.    And the outside counsel, is that the

         14   Proskauer firm?

         15       A.    Yes.

         16             MR. HERNSTADT:  If this is convenient, I'd

         17   like to take a three-minute break.

         18                 (Recessed at 11:41 a.m.)

         19                (Reconvened at 11:48 a.m.)


         20             BY MR. HERNSTADT:

         21       Q.    How did you first learn -- you,

         22   Mr. Attaway, first learn of the existence of DeCSS?

         23       A.    As I recall, it was the subject of

         24   conversation at one of the CPTWG meetings.

         25       Q.    And do you remember when that was?




                                                                       36



                               FRITZ E. ATTAWAY

          1       A.    As I recall, sometime in the fall of last

          2   year.

          3       Q.    Were you the person from the MPAA that

          4   notified the plaintiff members of the existence of

          5   DeCSS?

          6       A.    No.

          7       Q.    And how were the plaintiffs advised of the

          8   existence of DeCSS?

          9       A.    I couldn't tell you.

         10       Q.    Have you had any contact with the

         11   plaintiffs about DeCSS in a non-privileged context?

         12             MR. GOLD:  Yes or no for this question.

         13       A.    In a non-privileged context, I would -- I

         14   think no.

         15       Q.    Did you discuss DeCSS with plaintiffs

         16   prior to the filing of the complaint in this action?

         17             MR. GOLD:  Well --

         18             MR. HERNSTADT:  And I guess that's a tough

         19   question.


         20             MR. GOLD:  I don't find the difficulty in

         21   that one.  It's privileged.  I think it's

         22   privileged.

         23             BY MR. HERNSTADT:

         24       Q.    I mean, your answer is that you have had

         25   no non-privileged conversations with the plaintiffs




                                                                       37



                               FRITZ E. ATTAWAY

          1   about DeCSS, which could also mean you've had no

          2   conversations at all, but you've had no

          3   conversations that you can testify about?

          4       A.    Yes, my answer would be no.  Yes, I have

          5   not had any non-privileged --

          6       Q.    All right, fine.  Thank you.

          7             MR. HERNSTADT:  Off the record.

          8                         -  -  -

          9               (Discussion off the record)

         10                         -  -  -

         11             BY MR. HERNSTADT:

         12       Q.    It's fair to say that when you first

         13   learned of DeCSS at the CPTWG meeting, it was your

         14   understanding that the plaintiffs had also -- or the

         15   plaintiffs already knew about the existence of

         16   DeCSS?

         17       A.    Yes, by that time it was a subject that

         18   was being discussed on the web, and people both

         19   within MPAA and our member companies who paid


         20   attention to discussions on the web about technology

         21   issues had seen these reports.  I don't know what

         22   you'd call them.

         23       Q.    Postings?

         24       A.    Postings.  Good word.  Thank you.

         25       Q.    Sure.  What people?  When you say people




                                                                       38



                               FRITZ E. ATTAWAY

          1   in the company had seen these postings, the

          2   technology people, can you identify which people

          3   you're talking about?

          4 

          5                     Confidential

          6 

          7 

          8 

          9       Q.    Okay.

         10       A.    I know I'm leaving somebody out, but I

         11   can't think of who it is.

         12       Q.    You've got Warner's, Disney, Paramount,

         13   Universal City?

         14	   Confidential

         15      

         16       A.    I believe so.

         17       Q.    And MGM?

         18       A.    MGM does not have a technical person

         19   participate on a routine basis.


         20       Q.    And Tristar Columbia?  Sony I guess?

         21       A.    Again, Sony generally doesn't have a

         22   technical person.

         23       Q.    And Fox?

         24       A.    At that time I don't know if they had a

         25   technical person participating.




                                                                       39



                               FRITZ E. ATTAWAY

          1       Q.    Does Sony have someone participating from

          2   the consumer electronics end of their business?

          3       A.    At the CPTWG meetings?

          4       Q.    Yes.

          5       A.    Yes, several typically.

          6       Q.    I would imagine.  And were there any MPAA

          7   people, technical people that you spoke to?  Not

          8   necessarily at these meetings, but that you spoke to

          9   at around the time that you learned of the existence

         10   of DeCSS, about DeCSS?

         11             MR. GOLD:  That's a yes or a no answer.

         12       A.    Yes.

         13       Q.    And who were they?

         14       A.    It would have been Brad Hunt.

         15                   Confidential

         16   DeCSS?

         17       A.    Not to my recollection.

         18       Q.    Do you know who she was?

         19       A.    Generally, yes.


         20       Q.    Other than presenting the annual estimated

         21   losses due to piracy to the Commerce Department --

         22   is that what you said?

         23       A.    U.S. trade representative.

         24       Q.    U.S. trade representative, thank you.  --

         25   do you have anything to do with anti-piracy efforts?




                                                                       40



                               FRITZ E. ATTAWAY

          1       A.    No.

          2       Q.    Are you familiar with a compression

          3   utility called DivX?

          4       A.    No.

          5       Q.    Have you ever viewed --

          6                     (Interruption)

          7             BY MR. HERNSTADT:

          8       Q.    Have you ever viewed a pirated DVD?

          9       A.    No.

         10       Q.    Have you ever viewed any pirated hard

         11   good?

         12       A.    Hard good, I've seen pirated VHS movies,

         13   yes.

         14       Q.    VHS, the video cassettes?

         15       A.    Right.

         16             MR. HERNSTADT:  Let's mark a couple of

         17   exhibits if we can.

         18                         -  -  -

         19             (Documents were marked as Deposition


         20   Exhibit Numbers 34 through 36.)

         21                         -  -  -

         22             BY MR. HERNSTADT:

         23       Q.    Can I ask you to take a look at

         24   Defendants' Exhibit 34?

         25       A.    Okay.




                                                                       41



                               FRITZ E. ATTAWAY

          1       Q.    Can you identify this document?

          2       A.    This appears to be an excerpt from the

          3   MPAA business plan.  In fact, it says it was the

          4   MPAA business plan for 1998.

          5       Q.    Do you know when that was -- that plan was

          6   completed and distributed?

          7       A.    Typically they're distributed in the mid

          8   to late winter every year.

          9       Q.    November -- October-November?

         10       A.    No.  I'm sorry.  February-March.

         11       Q.    Of the year for which it is -- in other

         12   words, the 1998 business plan would have been

         13   distributed typically --

         14       A.    February-March 1998.

         15       Q.    Okay.  And who receives copies of the MPAA

         16   business plan?

         17       A.    I don't know the entire list.

         18       Q.    Who would it have included?

         19       A.    It includes the member company Washington


         20   representatives.  I don't know who else it may

         21   include.

         22       Q.    The member companies themselves in

         23   addition to their Washington representative?

         24       A.    I am sure it's distributed in Los Angeles,

         25   but I'm not familiar with the distribution list.




                                                                       42



                               FRITZ E. ATTAWAY

          1       Q.    Okay.  And do you get it?

          2       A.    Yes.

          3       Q.    And do you write part of it?

          4       A.    Yes.

          5       Q.    Or do you write the whole thing?

          6       A.    Oh, no.  I write the federal government

          7   relations part.

          8       Q.    Okay.  First question is do you know it's

          9   redacted?  And you'll note there's redactions in all

         10   these documents.

         11       A.    Yes, I see that.

         12       Q.    Do you know what that stuff is?

         13       A.    No.

         14             MR. HERNSTADT:  I'll send you a letter on

         15   this as well, but we've noticed there's redactions

         16   on lots of documents, and we'd just like to get a

         17   log setting forth the basis of the redaction and the

         18   nature of the materials that were redacted.

         19             BY MR. HERNSTADT:


         20       Q.    Okay.  Turning to page 2 under digital

         21   video --

         22       A.    Yes.

         23       Q.    At the end of the first paragraph where it

         24   says "Developing a private licensing mechanism," is

         25   that the licensing mechanism that we've discussed




                                                                       43



                               FRITZ E. ATTAWAY

          1   earlier that is performed by the DVD CCA?

          2       A.    Yes, that's CSS.

          3       Q.    Okay.  But that CSS is the encryption

          4   system, correct?

          5       A.    Yes.

          6       Q.    And then there's a licensing mechanism of

          7   the encryption system.  My question is is the

          8   licensing mechanism DVD CCA or is it something else?

          9       A.    DVD CCA is the administrator of the

         10   licensing system.

         11       Q.    Then let me ask this question a different

         12   way.  What is the private licensing mechanism?  I

         13   don't understand what a licensing mechanism is.

         14             MR. GOLD:  I'm sorry.  You're asking him

         15   what a licensing mechanism is?

         16             MR. HERNSTADT:  Yes, in the context of

         17   this business plan.

         18             THE WITNESS:  It is the licenses that were

         19   initially administered by Matsushita and now may be


         20   administered by DVD CCA that permit the

         21   manufacturers of DVD playback equipment and the

         22   distributors of motion pictures that use the CSS

         23   encryption system to use that system, to encrypt and

         24   decrypt.

         25             BY MR. HERNSTADT:




                                                                       44



                               FRITZ E. ATTAWAY

          1       Q.    Okay.  Is it fair to say that the

          2   licensing mechanism is this two-part I guess

          3   authorization that we discussed before where both

          4   the DVD itself and the player must have

          5   authorized -- or must be licensed to use CSS?

          6       A.    Yes.

          7       Q.    Thank you.  Let's turn to the next

          8   document, Defendants' Exhibit 35, which is the 1999

          9   business plan.  And again let's turn to page 3 this

         10   time, which is digital video.  At the bottom of the

         11   second paragraph, I guess the last full sentence,

         12   "Where the motion picture industry was engaged in

         13   legal and legislative battles in the 1980s over the

         14   issue of unauthorized video copying."  Now, before I

         15   ask you a question about that, did you write this

         16   section of the 1999 business plan, the section

         17   that's entitled "Federal Government Relations"?

         18       A.    I believe so.

         19       Q.    If you need to review more of it, just


         20   tell me and you can do that.  My question about the

         21   phrase that I just read is what were those legal and

         22   legislative battles in the '80s?

         23       A.    The legal battle was of course the Betamax

         24   case, and the legislative battles involved our

         25   attempt to -- not our attempt.  Involved our support




                                                                       45



                               FRITZ E. ATTAWAY

          1   of legislation that would have provided a royalty

          2   levied on the sale of video recording equipment and

          3   media that would be paid to copyright owners as

          4   compensation for home copying.

          5       Q.    And what were the two sides in those

          6   battles, or if there were more sides, what were the

          7   various sides in that?

          8       A.    There were three sides.  Essentially the

          9   copyright community, which included MPAA, the

         10   consumer electronics industry, which represented the

         11   companies selling VCRs, and the video software

         12   dealer industry.

         13       Q.    What's the video software dealer?  Is that

         14   like Blockbuster and --

         15       A.    Right, this was before Blockbuster, but

         16   yes.

         17       Q.    And that's both the blank media and

         18   recorded video cassettes?

         19       A.    Yes.


         20       Q.    Prerecorded video cassettes.  And did the

         21   Betamax case resolve those battles?

         22       A.    No.  The Betamax case of course resolved

         23   the issue of whether the manufacture and sale of

         24   VCRs constituted contributory infringement.  The

         25   legislative battle went on.  It was ultimately not




                                                                       46



                               FRITZ E. ATTAWAY

          1   successful.

          2       Q.    In other words --

          3       A.    Congress chose not to enact legislation

          4   providing for a royalty mechanism.

          5       Q.    During the course of the DMCA legislation,

          6   am I correct in saying that the MPAA, that is, you

          7   or Mr. Valenti, testified and otherwise publicly

          8   took the position that the DMCA would have no impact

          9   on the vitality of the Betamax case?

         10       A.    That is correct.

         11       Q.    Did you ever have conversations with third

         12   parties about that statement?

         13       A.    Yes.

         14       Q.    Okay.  And in the course of those

         15   conversations, were you asked to explain what you

         16   meant, Mr. Valenti meant, the MPAA meant by that

         17   statement?

         18       A.    Yes.

         19       Q.    Okay.  And what did you say to them?


         20       A.    Our explanation was basically the same as

         21   I told you earlier, that with respect to fair use,

         22   that the Betamax case involved material, the copying

         23   of material that had been lawfully acquired.  It did

         24   not permit someone to throw a brick through a

         25   Blockbuster window or tap into a cable.




                                                                       47



                               FRITZ E. ATTAWAY

          1       Q.    Is there any other format on which

          2   copyrighted materials is distributed to the public

          3   that were -- where access is controlled?  And by

          4   that I'm talking about cassettes -- audio cassettes,

          5   video cassettes, DVDs, CDs, any other media you can

          6   think of or format you can think of that I haven't

          7   listed.

          8       A.    That is distributed in encrypted form?

          9       Q.    Uh-huh, or with an access control

         10   technology.

         11       A.    Not that I can think of.

         12       Q.    So is it fair to say that DVDs are

         13   different than any other format on which copyrighted

         14   materials are distributed?

         15       A.    I think so.

         16       Q.    And is that a fair statement historically

         17   going back to books, pamphlets, newspapers, anything

         18   else?  Is this essentially the first time in history

         19   that -- or in the history of the United States to


         20   your knowledge --

         21       A.    To my knowledge, yes.

         22       Q.    -- where there's an encryption or some

         23   kind of an access control technology employed in the

         24   distribution of copyrighted materials?

         25       A.    Yes.




                                                                       48



                               FRITZ E. ATTAWAY

          1       Q.    Going back to the sentence that I was

          2   asking you about before, the second paragraph of

          3   part 3, digital video, the second half of the

          4   sentence says that the MPAA is now working with its

          5   former adversaries to develop its legal and

          6   technical tools to prohibit copying of highlighted

          7   content in the 1990s.  What are those tools?

          8  

          9                    Confidential  

         10  

         11  

         12       Q.    Would the DMCA anti-circumvention

         13   provisions -- strike that.  Would the DMCA be an

         14   example?

         15       A.    Of technical tools for --

         16       Q.    No.  Legal and technical tools.

         17             MR. GOLD:  Would you read that question

         18   back?

         19             BY MR. HERNSTADT:


         20       Q.    Would the DMCA be an example of a legal

         21   and technical tool?

         22       A.    It certainly was not -- I can tell you

         23   that I wrote this sentence, and that is not what I

         24   was contemplating, because when this was written,

         25   the DMCA had already been enacted.




                                                                       49



                               FRITZ E. ATTAWAY

          1       Q.    Right.

          2       A.    So it would not have been something that

          3   we were working to develop.  I believe that the

          4   legal tool referred to here was intended to refer to

          5   the licensing system that went along with CSS.

          6

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          1                      Confidential

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         11 

         12       Q.    We talked earlier about authorized access

         13   and unauthorized access, and you described

         14   authorized access as access on a DSS -- access to a

         15   DSS equipped or licensed DVD via a CSS licensed DVD

         16   player.

         17       A.    I think so, yes.

         18       Q.    Okay.  If a consumer purchases a DVD and

         19   -- purchases a licensed DVD, a legitimate DVD, and


         20   purchases a licensed DVD player, then that consumer

         21   has authorized access to the materials on the DVD;

         22   is that correct?

         23       A.    That person is authorized to view the

         24   material through a device that is licensed, yes.

         25       Q.    Okay.  Does that person who has purchased




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                               FRITZ E. ATTAWAY

          1   a legitimate DVD and a legitimate DVD player, can

          2   that person have access to the copyrighted material

          3   on the disk in order to make fair use of that?

          4       A.    No.

          5       Q.    In other words, in order to make

          6   non-infringing use of that material.

          7       A.    Yes, the answer is no.

          8       Q.    Can you explain how that does not

          9   constitute an impairment of traditional fair use

         10   rights?

         11             MR. GOLD:  This witness is here as a fact

         12   witness.  He is not our designated legal expert.  He

         13   is not --

         14             MR. HERNSTADT:  I understand.

         15             MR. GOLD:  There is no such thing I think,

         16   despite all of your affidavits from legal

         17   practitioners about their views of the statute, I

         18   don't think the judge is going to allow there to be

         19   legal experts.


         20             MR. HERNSTADT:  I understand, and

         21   actually, what I want to ask him about is statements

         22   that he made.

         23             MR. GOLD:  I should say I hope that the

         24   judge won't.

         25             MR. HERNSTADT:  Right.  I didn't bother to




                                                                       70



                               FRITZ E. ATTAWAY

          1   correct you, Leon.  Leaving that to the judge.

          2             MR. GOLD:  Well, it needed correction.  It

          3   was my hope based on some knowledge.

          4             MR. HERNSTADT:  I understand that.

          5             MR. GOLD:  But if you're asking if he told

          6   others, third parties something or he heard from

          7   other third parties something about this, that's

          8   okay.

          9             MR. HERNSTADT:  That's what I'm going to

         10   ask him about.

         11             MR. GOLD:  I know that, and that's okay

         12   with me, but hypotheticals and legal opinions seem

         13   to be the --

         14             MR. HERNSTADT:  I understand, and that's

         15   not what I -- that's not what I'm looking for.  I'm

         16   merely looking for him to explain statements that

         17   were made to third parties.

         18             MR. GOLD:  There we go.

         19             MR. HERNSTADT:  Yes.  Off the record.


         20               (Discussion off the record)

         21             BY MR. HERNSTADT:

         22       Q.    I'm going to ask the witness to take a

         23   look at Exhibit 24, and I'll give it to the witness

         24   so that he and Mr. Gold can look at it.  I'll

         25   describe it first.  It's a letter dated June 30,




                                                                       71



                               FRITZ E. ATTAWAY

          1   1998 to Ms. Terry Tang from Mr. Attaway.  Ms. Tang

          2   is the editorial writer of the New York Times.  In

          3   the letter he states in the first paragraph that

          4   Jack Valenti asked me to send you the attached

          5   material regarding the implementation of the WIPO.

          6       A.    W-I-P-O, yes.

          7       Q.    The WIPO treaty, and attached is a

          8   chronology of the WIPO treaty and implementing

          9   legislation as well as anti-circumvention and WIPO

         10   treaty implementation, what appears to be frequently

         11   asked questions.

         12       A.    Uh-huh.

         13       Q.    And I'm going to direct the witness -- you

         14   can look at as much of this as you feel you need to.

         15   I'm going to ask you about number 9 of the anti-

         16   circumvention and WIPO treaty presentation, Bates

         17   stamp page number M-7213.  The question is will

         18   enactment of Section 1201 cut back on the Fair Use

         19   Doctrine.


         20       A.    Is there any indication of where this came

         21   from?

         22       Q.    This was a document produced by the MPAA

         23   to us, and this is the form it came to us in.

         24       A.    I'm trying to remember --

         25             MR. GOLD:  I thought you didn't get any




                                                                       72



                               FRITZ E. ATTAWAY

          1   relevance documents?  I've just been listening to

          2   your statements in court, so where did you find this

          3   relevant document?

          4             MR. HERNSTADT:  You have to listen to

          5   Mr. Garbus very carefully.  We haven't gotten any

          6   documents.

          7             MR. GOLD:  I'm in full agreement with

          8   that.

          9             MR. HERNSTADT:  -- at all from the

         10   plaintiffs, let alone relevant documents.

         11             MR. GOLD:  So the fact that you got them

         12   from the MPAA and they haven't got it reproduced

         13   eight times --

         14             MR. HERNSTADT:  And of the 7,000 or so

         15   pages from the MPAA, there were a couple of relevant

         16   documents tucked in there.  There was a lot of stuff

         17   that was --

         18             MR. GOLD:  What are you going to do when

         19   you find out we produced everything?


         20             MR. HERNSTADT:  That wouldn't surprise me.

         21   I think that's what we're going to deal with

         22   tomorrow in terms of privilege.

         23             THE WITNESS:  I hope I wrote this.  It's

         24   very good.

         25             MR. GOLD:  Let's go take a little look.




                                                                       73



                               FRITZ E. ATTAWAY

          1   Where's the letter?

          2             MR. HERNSTADT:  That's the cover letter.

          3             MR. GOLD:  That's where we sent you the

          4   attached material.  And then you go on to say

          5   something -- You don't remember writing this or you

          6   don't remember who wrote it?

          7             BY MR. HERNSTADT:

          8       Q.    I'll tell you what.  I'll ask him about

          9   that if you want.  Mr. Attaway, do you know if that

         10   is an MPAA document?

         11       A.    I do not know if anyone at MPAA authored

         12   this document, but it is a document that we would

         13   subscribe to in terms of the positions set forth in

         14   it.

         15       Q.    Do you recall sending --

         16             MR. GOLD:  Mr. Attaway was referring to

         17   the document annexed to his letter.

         18             THE WITNESS:  Thank you, yes.

         19             BY MR. HERNSTADT:


         20       Q.    Do you recall sending the letter and the

         21   attached -- annexed documents to Ms. Tang?

         22       A.    Yes, I do.

         23       Q.    Do you have any reason to believe that you

         24   did not have these documents on hand and that you

         25   attached them to the letter when you sent them?




                                                                       74



                               FRITZ E. ATTAWAY

          1       A.    Oh, I would imagine that was the case.

          2             MR. GOLD:  Have you had a chance to read

          3   number 9?

          4             THE WITNESS:  I'm just finishing.  Okay.

          5             BY MR. HERNSTADT:

          6       Q.    I take it you don't recall whether you or

          7   someone at the MPAA wrote that document?

          8       A.    That's correct.

          9       Q.    Does that accurately set forth the MPAA's

         10   position with respect to fair use?

         11       A.    Yes.

         12       Q.    In Section 1201?

         13       A.    Yes.

         14       Q.    Turning to section 9 at Bates stamped page

         15   7213, you describe the Fair Use Doctrine in the

         16   second paragraph as giving researchers, teachers,

         17   students, laboratory users and others a limited

         18   privileged copy from works and exercise other

         19   exclusive rights without permission of the copyright


         20   owner.

         21             MR. GOLD:  I have a problem with the

         22   question because you're saying that --

         23             MR. HERNSTADT:  I haven't asked a

         24   question.

         25             MR. GOLD:  No, but in your -- was that an




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                               FRITZ E. ATTAWAY

          1   introduction to a question?

          2             MR. HERNSTADT:  Yes.

          3             MR. GOLD:  Okay.  I think -- I believe

          4   what you said is that he wrote this.

          5             MR. HERNSTADT:  Okay.  I apologize.

          6             MR. GOLD:  And I don't think that conforms

          7   with the testimony.

          8             BY MR. HERNSTADT:

          9       Q.    You're correct.  You're correct, Mr. Gold.

         10   Section 9 at the second paragraph sets forth what I

         11   just read to you.

         12       A.    That's correct.

         13       Q.    Okay.  And does that accurately describe

         14   your understanding and the MPAA's understanding of

         15   the Fair Use Doctrine?

         16       A.    I believe it says the same thing that I

         17   told you this morning in answer to another question.

         18       Q.    I think -- substantially I think you're

         19   correct.  That's why I thought you wrote this.  Is


         20   it possible for a consumer to make such fair use

         21   from copyrighted materials on a DVD?

         22             MR. GOLD:  I'm going to -- now, you want

         23   his legal opinion as to whether it's possible --

         24             MR. HERNSTADT:  Possible --

         25             MR. GOLD:  -- to make use?




                                                                       76



                               FRITZ E. ATTAWAY

          1             MR. HERNSTADT:  -- is a factual use.  Not

          2   whether it's permissible, but whether it's possible.

          3   Is it possible is a matter of fact.

          4             MR. GOLD:  I think it's clearly a legal

          5   question that you're asking him, and he's not here

          6   as a legal expert.

          7             MR. HERNSTADT:  I think that asking if it

          8   is physically or technologically possible is a fact

          9   question.  Can it be done?

         10             MR. GOLD:  Can what be done?

         11             MR. HERNSTADT:  Can a consumer who has

         12   purchased a DVD and plays it on a licensed DVD

         13   player make fair use of copyrighted material?

         14             MR. GOLD:  I'm sorry.  I apologize.  I

         15   didn't mean to interrupt you.  Fair use is a legal

         16   concept.  If you want to know whether something is

         17   fair use, you're asking him a legal question, and

         18   he's not here as a legal expert.

         19             MR. HERNSTADT:  I understand it.


         20             MR. GOLD:  I just don't think it's proper.

         21   I really don't.

         22             MR. HERNSTADT:  He has stated that that

         23   second paragraph sets forth the MPAA understanding

         24   of the Fair Use Doctrine.  That was his testimony

         25   two seconds ago -- two minutes ago.




                                                                       77



                               FRITZ E. ATTAWAY

          1             MR. GOLD:  And then he told you for the

          2   second or third time yes.

          3             MR. HERNSTADT:  And my question is --

          4   You're right.  And that describes accessing the --

          5   it says that the doctrine gives researchers,

          6   teachers, students, laboratory users and others a

          7   limited privilege to copy from works.

          8             BY MR. HERNSTADT:

          9       Q.    I'll rephrase my question.  Is it

         10   technologically possible, technologically or

         11   physically possible for a consumer to copy from

         12   copyrighted works on a DVD?

         13       A.    No.

         14             MR. GOLD:  Can you read that question and

         15   answer back?

         16             THE REPORTER:  "Question:  Is it

         17   technologically possible, technologically or

         18   physically possible for a consumer to copy from a

         19   copyrighted works on DVD?"


         20             "Answer:  No"

         21             THE WITNESS:  Having heard the question, I

         22   should qualify that.  Under the terms of the CSS

         23   license.  I mean, it is technically possible to

         24   circumvent CSS, and through that make a copy, but

         25   under the terms of the CSS license, it's not




                                                                       78



                               FRITZ E. ATTAWAY

          1   possible.  That's the whole point.

          2             BY MR. HERNSTADT:

          3       Q.    Is the CSS license between consumers and

          4   the DVD CCA or whoever it is that grants the

          5   license?

          6       A.    No.

          7       Q.    Is it your understanding though that

          8   consumers are somehow bound by that license?

          9             MR. GOLD:  Now wait a minute.  I think

         10   you're at it again.

         11             MR. HERNSTADT:  You know what?  I'm going

         12   to strike that.

         13             MR. GOLD:  Okay, sir.

         14             MR. HERNSTADT:  That's not an agreement

         15   with you, but it's just -- I'll strike it.

         16             MR. GOLD:  All I said was okay, sir.

         17             BY MR. HERNSTADT:

         18       Q.    Has the MPAA received any requests to

         19   circumvent CSS?


         20       A.    Not that I know of.

         21       Q.    Is there a process or procedure that has

         22   been established to deal with requests to circumvent

         23   the CSS?

         24       A.    Not that I know of.

         25       Q.    Do you know Greg Goeckner?




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                               FRITZ E. ATTAWAY

          1       A.    Yes.

          2       Q.    And he's at MPAA?

          3       A.    Yes.

          4       Q.    What's his position?

          5       A.    He's in the office of general counsel in

          6   Los Angeles.  I don't recall his title, but he's an

          7   attorney in the general counsel's office.

          8       Q.    And is he an officer of the MPAA?

          9       A.    I believe so, yes.

         10       Q.    I'll represent to you that he's on the web

         11   site as an officer.  If Mr. Goeckner told the

         12   audience at an internet event conducted at Yale

         13   University that in order to use material,

         14   copyrighted material on a DVD, a person would have

         15   to get a license from the copyright holder, is that

         16   a fair statement of the MPAA policy?

         17             MR. GOLD:  I think that what you mean to

         18   ask is does he know whether Mr. Goeckner made such

         19   and such a statement.


         20             MR. HERNSTADT:  Actually, I don't mean to

         21   say that because we've sort of gone around that from

         22   another witness.  We have an affidavit from Robin

         23   Gross, who was present there, and we'll have an

         24   opportunity to ask Mr. Goeckner if he actually made

         25   that statement -- excuse me.  Declaration, not




                                                                       80



                               FRITZ E. ATTAWAY

          1   affidavit.  At paragraph 6, it's an exhibit, sets

          2   forth what she heard.  I'm not asking Mr. Attaway if

          3   he -- if he --

          4             MR. GOLD:  You're asking him for his legal

          5   opinion as to whether, if Goeckner said it, that was

          6   right?

          7             MR. HERNSTADT:  No.  I'm asking whether

          8   that statement, whether it was said or not, is a

          9   fair statement of the MPAA's policy.

         10             MR. GOLD:  Of the MPAA's public policy?

         11             MR. HERNSTADT:  Yes.

         12             MR. GOLD:  Can I hear the question again?

         13             MR. HERNSTADT:  It's a little convoluted I

         14   think.

         15             THE REPORTER:  "Question:  If Mr. Goeckner

         16   told the audience at an internet event conducted at

         17   Yale University that in order to use material,

         18   copyrighted material on a DVD, a person would have

         19   to get a license from the copyright holder, is that


         20   a fair statement of the MPAA policy?"

         21             MR. GOLD:  You might be able to make that

         22   into a proper question if you try again and perhaps

         23   to your knowledge, is it the policy of blah blah

         24   blah.  You've got to ask.  It's the game.  You've

         25   got to ask.




                                                                       81



                               FRITZ E. ATTAWAY

          1             BY MR. HERNSTADT:

          2       Q.    I'll adopt Mr. Gold's phraseology, if you

          3   understand the question.

          4             MR. GOLD:  No, no, no.  You've got to --

          5   you don't have to do anything.  I mean to suggest to

          6   you.

          7             BY MR. HERNSTADT:

          8       Q.    Yeah, I understand.  If Mr. Attaway

          9   understands the question as asking -- well, strike

         10   that.  Is it the MPAA's policy that in order to use

         11   copyrighted materials on a DVD, an individual

         12   seeking to make -- to use those materials must get a

         13   license to do so from the copyright holder?

         14       A.    If your use -- if the term "use" that you

         15   use is meant to refer to exercise of any of the

         16   exclusive rights of copyright owners, my answer

         17   would be yes, that a license is required in order to

         18   exercise any of the exclusive rights of the

         19   copyright owners with respect to material on a DVD.


         20       Q.    Okay.  Is it the MPAA policy then that an

         21   individual can take material from a DVD and make

         22   non-infringing use of that material without getting

         23   a license from the copyright holder?

         24       A.    If you're referring to the making of

         25   copies --




                                                                       82



                               FRITZ E. ATTAWAY

          1       Q.    Non-infringing use as you understand that.

          2             MR. GOLD:  Do you understand the question?

          3   Are you clear you understand what he means when he

          4   uses --

          5             MR. HERNSTADT:  The question is in

          6   response to Mr. Attaway's answer in which he very

          7   carefully distinguished that it would be a person

          8   making -- exercising one of the exclusive rights of

          9   the copyright holder.

         10             MR. GOLD:  Which includes public

         11   performance as well as the making of copies.

         12             BY MR. HERNSTADT:

         13       Q.    Right, and my question was designed to

         14   inquire about the nonexclusive rights of the

         15   copyright holder, which I phrased as non-infringing.

         16   If nonexclusive is clearer to you, then take that as

         17   the question.

         18       A.    Well, again, only with respect to making

         19   of copies.  It would not be possible to make an


         20   infringing or non-infringing use by means of copying

         21   without circumventing CSS.

         22       Q.    Does that mean that the MPAA's policy is

         23   that you need a license?

         24       A.    You would need a license to make copies,

         25   yes.




                                                                       83



                               FRITZ E. ATTAWAY

          1       Q.    What if you didn't want to make a copy?

          2   What if you wanted to use some fraction, some --

          3   let's say 20-second portion of a movie on a DVD?

          4             MR. GOLD:  What's the question?

          5             BY MR. HERNSTADT:

          6       Q.    Would you need a license to do that?

          7             MR. GOLD:  Now he's asking you, I gather,

          8   whether MPAA has a public policy.

          9             MR. HERNSTADT:  If there's no policy --

         10             MR. GOLD:  If they really haven't

         11   announced a public policy in a public place in a

         12   public way, then the answer would seem to me to be

         13   no.  If they have, the answer would be yes.

         14             THE WITNESS:  We have no policies with

         15   respect to this type of situation.

         16             MR. GOLD:  That seemed to me to be a whole

         17   answer to the question.

         18             BY MR. HERNSTADT:

         19       Q.    Me too.  Is there a policy of the MPAA or


         20   its members -- and by the way, my prior question was

         21   also with respect to the MPAA members as far as you

         22   know.  Is your answer the same?

         23       A.    Yes.

         24       Q.    Okay.  Is there a policy on the part of

         25   the MPAA or its members requiring permission --




                                                                       84



                               FRITZ E. ATTAWAY

          1   strike that last word -- requiring that a person

          2   seeking access to the materials on a DVD obtain

          3   permission to circumvent CSS?

          4             MR. GOLD:  Now this assumes again that

          5   he's -- strike that.  He's asking you whether there

          6   is a public position --

          7             MR. HERNSTADT:  Yes.

          8             MR. GOLD:  -- the MPAA has taken on this

          9   issue, this statement.

         10             THE WITNESS:  And the answer is no.

         11             BY MR. HERNSTADT:

         12       Q.    Okay.  There is no such policy, or there

         13   is no policy at all?

         14       A.    There's no policy at all.

         15       Q.    The reason I asked that question the way I

         16   asked it is this witness was produced, according to

         17   your May 10th letter, to answer questions about

         18   permission -- requests to circumvent.

         19             MR. GOLD:  Absolutely, as long as they


         20   don't get into conversations he has with his client

         21   as part of his job and deal only with statements

         22   that are not made in terms of giving advice to his

         23   own client.  Absolutely.  That's why I've allowed

         24   him to answer those questions.

         25             BY MR. HERNSTADT:




                                                                       85



                               FRITZ E. ATTAWAY

          1       Q.    Okay.  Are you the person that a request

          2   for permission to circumvent would go to?

          3       A.    No.  There is no person.

          4       Q.    Okay.  If a consumer in Los Angeles wants

          5   to -- an individual in Los Angeles wants to get 20

          6   seconds of a portion of the material on The Matrix

          7   that's not available on VHS that's unique to the DVD

          8   and wrote the MPAA asking for permission to

          9   circumvent CSS in order to get that 20 seconds of

         10   material, would that request go to you?

         11       A.    No.

         12       Q.    Who would handle that request?

         13       A.    I don't know.  I don't know that that

         14   circumstance has ever arisen.

         15             MR. HERNSTADT:  Okay.  Mr. Gold, I would

         16   request, given the fact that this witness was

         17   produced as someone with knowledge of requests to

         18   circumvent CSS, that you ask the MPAA and your

         19   clients if anyone has ever asked -- anyone has ever


         20   made such a request, and if so, to whom that request

         21   was made.

         22             MR. GOLD:  In the time honored position --

         23             MR. HERNSTADT:  -- are taken under

         24   advisement, okay.  Then let me ask you to take one

         25   other thing under advisement, which is if any one of




                                                                       86



                               FRITZ E. ATTAWAY

          1   the plaintiffs has a policy in place with respect to

          2   requests to circumvent or requests for permission to

          3   circumvent the CSS and get at some portion of the

          4   material on a DVD.

          5             MR. GOLD:  Do you know if anyone who deals

          6   with the internet has ever made that?

          7             MR. HERNSTADT:  I don't know.  I'm --

          8             MR. GOLD:  I thought that might be.

          9             MR. HERNSTADT:  No, I don't have any

         10   knowledge of that.  If I did, I would have pulled

         11   out a piece of paper and handed it to him, but no.

         12   I was basing this on the May 10th letter.

         13             MR. GOLD:  I was just wondering if you

         14   knew of any takers that had the courtesy to ask.

         15             MR. HERNSTADT:  No, absolutely, and the

         16   answer is I don't know.

         17             THE WITNESS:  Should I know what the May

         18   10 letter is?

         19             MR. HERNSTADT:  That's up to Mr. Gold.


         20             MR. GOLD:  The May 10 letter.

         21             MR. HERNSTADT:  That's the letter that you

         22   sent saying what Mr. Attaway was being produced --

         23   designated and produced to testify about, or about

         24   which.

         25             MR. GOLD:  I don't know the date of it.  I




                                                                       87



                               FRITZ E. ATTAWAY

          1   know about the designation letter.  I have it here.

          2             BY MR. HERNSTADT:

          3       Q.    In the course of your governmental

          4   relation activities, have you ever talked to any

          5   non-party, any third party, any non-MPAA person or

          6   non-plaintiff person about the relationship between

          7   1201(a)(1) and 1201(a)(2)?

          8       A.    Yes.

          9       Q.    And in the course of those discussions --

         10   strike that.  What's been the nature of those

         11   discussions?

         12             MR. GOLD:  What did he say?

         13             BY MR. HERNSTADT:

         14       Q.    What did you say to them, what did they

         15   say to you?

         16       A.    I certainly can't remember word for word

         17   conversations.

         18       Q.    In sum and substance.

         19       A.    During the course of the debate over the


         20   DMCA, there were frequent discussions over the

         21   prohibition on -- the prohibition of the act of

         22   gaining access and the prohibition on trafficking in

         23   devices that circumvent for purposes of gaining

         24   access.  And the distinction between those two

         25   situations is that we were both concerned about




                                                                       88



                               FRITZ E. ATTAWAY

          1   preventing people from acting to gain unauthorized

          2   access and equally concerned if not more concerned

          3   with people who trafficked in devices permitting

          4   circumvention, because the act of circumvention at

          5   least as far as we're concerned -- and this doesn't

          6   apply to the same extent to the computer software

          7   industry, which is also an ardent supporter of this

          8   legislation, but as far as we're concerned, the acts

          9   of circumvention that we would contemplate would

         10   frequently take place in the home, where detection

         11   is not possible.

         12             So we were very much focused on preventing

         13   the trafficking and circumvention devices that would

         14   allow people to go into the privacy of their homes

         15   and circumvent.  That we felt was the only truly

         16   effective way to protect the integrity of

         17   technological devices to restrict access.

         18       Q.    Okay.  As of today, it's not illegal for

         19   an individual to use DeCSS to circumvent CSS and


         20   gain access to the materials on a DVD?

         21             MR. GOLD:  Why is that not asking him for

         22   a legal opinion?  I mean, it sounds like you're

         23   asking him for a legal opinion, and why is that

         24   appropriate?

         25             MR. HERNSTADT:  If that concerns you, I'll




                                                                       89



                               FRITZ E. ATTAWAY

          1   strike the question and I'll ask it a different way.

          2             MR. GOLD:  Okay.

          3             BY MR. HERNSTADT:

          4       Q.    As of today, Section 1201(a)(1), which is

          5   the section preventing individuals from

          6   circumventing, is not -- has not been enacted into

          7   law, or it is enacted, but it is suspended until

          8   October of this year; is that correct?

          9       A.    It goes into effect --

         10       Q.    Thank you.

         11       A.    I believe the date is October 4th, 2000.

         12       Q.    Okay.  So that prohibition has not yet

         13   taken effect; is that correct?

         14       A.    That's correct.

         15       Q.    And there currently is a rule-making

         16   procedure going on with respect to the exemptions

         17   and the categories of exempted materials covered by

         18   1201(a)(1); is that correct?

         19       A.    Yes.


         20       Q.    And you recently -- let me show you

         21   something.

         22             MR. HERNSTADT:  Can we mark that?

         23             (A document was marked as Defendants'

         24   Exhibit Number 37.)

         25             BY MR. HERNSTADT:




                                                                       90



                               FRITZ E. ATTAWAY

          1       Q.    I've handed the witness Defendants'

          2   Exhibit 37, which is a letter from Mr. Attaway to

          3   Robert Kasunic, the senior attorney to the office of

          4   the general counsel of the U.S. Copyright Office.

          5   The letter is dated April 14, 2000, and my question

          6   is did you -- and this is a letter requesting to

          7   testify on behalf of the Motion Picture Association

          8   at the May 19th hearings in Palo Alto.  What

          9   hearings were those?

         10       A.    Those hearings were conducted by the

         11   copyright office in connection with its

         12   determination as required by the DMCA as to whether

         13   the exercise -- or the implementation of 1201(a)(1)

         14   would substantially impair the exercise of fair use.

         15       Q.    Okay.  And did you in fact go -- did you

         16   in fact testify?

         17       A.    I did not.  Also let me take this

         18   opportunity to correct the record that the effective

         19   date of 1201(a)(1) according to my letter here is


         20   not October 4th, but October 28.

         21       Q.    Thank you.  I wouldn't have held it

         22   against you anyway.  Did anyone from the MPAA

         23   testify?

         24       A.    No one from MPAA testified.  Dean Marks,

         25   who is an attorney for Time Warner, testified on our




                                                                       91



                               FRITZ E. ATTAWAY

          1   behalf.

          2       Q.    And did he -- have you reviewed his

          3   testimony?

          4       A.    I have.

          5       Q.    Is there a transcript of his testimony?

          6       A.    I saw a transcript of it, yes.

          7       Q.    Does it contain anything other than or in

          8   addition to that which is set forth -- or that which

          9   is attached to your letter which is the summary of

         10   intended testimony of Fritz Attaway?

         11       A.    I honestly don't recall.  I don't

         12   remember.

         13             MR. HERNSTADT:  I would request the

         14   production of the transcript of that testimony.

         15             MR. GOLD:  It's not public?  Is it public?

         16             MR. HERNSTADT:  I believe so.  I think

         17   everything about that proceeding is public.  The

         18   transcript of Mr. Marks, Dean Marks at the Palo Alto

         19   hearing -- that was a public hearing.


         20             MR. GOLD:  I'm just wondering why you

         21   can't go and get it.

         22             BY MR. HERNSTADT:

         23       Q.    Do you have it?

         24       A.    I don't know if I have a copy or not.  I

         25   may have just read it off the Copyright Office web




                                                                       92



                               FRITZ E. ATTAWAY

          1   site.

          2             MR. GOLD:  I don't have a problem with

          3   going and fetching this for you, but generally

          4   speaking --

          5             MR. HERNSTADT:  Okay.

          6             MR. GOLD:  -- one needs to fetch these

          7   available things himself.

          8             MR. HERNSTADT:  Sure.

          9             MR. GOLD:  But I'll do this one just as a

         10   matter of good will.

         11             BY MR. HERNSTADT:

         12       Q.    I appreciate that, but I'll tell you that

         13   if Mr. Attaway doesn't have a copy, then I'll find

         14   it myself.  If he has a copy, then it hopefully

         15   would be very simple just to send that on to us.

         16       A.    Okay.

         17       Q.    Thank you.  During the course of

         18   discussions with third parties as we've used that

         19   term before regarding the relationship between


         20   1201(a)(1) and 1201(a)(2), did you ever discuss how

         21   a person could exercise fair use rights under

         22   1201(a)(1) without getting ahold of some kind of

         23   device or utility that would allow them to

         24   circumvent in the case of DVD CSS without violating

         25   1201(a)(2)?




                                                                       93



                               FRITZ E. ATTAWAY

          1       A.    Yes.

          2       Q.    What was the sum and substance of those

          3   discussions?

          4       A.    That someone could develop some kind of

          5   technique or device that is not marketed or

          6   trafficked in, but only used by that person to

          7   circumvent, and conceivably that could happen.

          8       Q.    Is it the MPAA's position that there are

          9   no exemptions or exceptions to the non-proliferation

         10   provisions of 1201(a)(2)?

         11       A.    Yes.

         12       Q.    I'd like to show you -- I think I've

         13   already given you this.  This is what we've marked

         14   as Defendants' Exhibit 36.  That's the 2000 MPAA

         15   business plan.

         16       A.    Yes, I have it.

         17       Q.    This is Asia Pacific on page 1, Hong Kong

         18   on page 2, Korea on page 3.  Is this a portion of

         19   the business plan that you had anything to do with


         20   it?

         21       A.    No.

         22       Q.    Have you reviewed this ever?

         23       A.    No.

         24       Q.    It says on each page of this three-page

         25   document, or excerpt of the 2000 MPAA business plan,




                                                                       94



                               FRITZ E. ATTAWAY

          1   it refers to anti-piracy.  Is Ken Jacobson the

          2   appropriate person to speak to about this?

          3       A.    He is probably -- if he is not

          4   knowledgeable about the material in this part of the

          5   business plan, he certainly should know who is.

          6             MR. HERNSTADT:  Okay.  Mr. Gold, I'd note

          7   for the record that this was produced to us after we

          8   didn't complete, but after the second day of

          9   Mr. Jacobson, so we did not have it on hand when

         10   we -- when we deposed him.  And additionally, I

         11   would just mention that we have asked -- during the

         12   course of Mr. Jacobson's deposition, we asked for

         13   the production of materials, some of which I asked

         14   for here as well, regarding anti-piracy efforts and

         15   losses and documents like that, which have not been

         16   produced, but we also haven't gotten any response to

         17   those requests for production.  I think that you and

         18   I can have a conversation at another time about

         19   whether we need Mr. Jacobson again for some period


         20   of time or whether we can come up with some other

         21   way of doing it, but --

         22             MR. GOLD:  You're referring now to the

         23   non-redacted portions of this?

         24             MR. HERNSTADT:  Right.

         25             MR. GOLD:  Yeah, we should have that




                                                                       95



                               FRITZ E. ATTAWAY

          1   discussion and see what happens with it, yeah.  As a

          2   matter of fact, I don't know how fast you need to

          3   run out.  There might be some discussion about that.

          4             MR. HERNSTADT:  Do you want to do it on

          5   the record?

          6             MR. GOLD:  No.

          7               (Discussion off the record)

          8             MR. HERNSTADT:  Why don't I mark my

          9   remaining documents, which we should get through

         10   faster than the prior ones I hope, and there's seven

         11   of them.

         12             (Documents were marked as Defendants'

         13   Exhibits Numbers 38 through 43.)

         14             BY MR. HERNSTADT:

         15       Q.    Before we start looking at Exhibit 38,

         16   just for the record, my failure to renew the request

         17   on the redactions is simply because I think the one

         18   request is sufficient for all the documents that we

         19   marked redacted.  Do you recognize Defendants'


         20   Exhibit 38?

         21       A.    Yes.

         22             MR. GOLD:  Which one is that?

         23             MR. HERNSTADT:  The top one.  Leon, do you

         24   need a minute to take a look at it?

         25             MR. GOLD:  No.




                                                                       96



                               FRITZ E. ATTAWAY

          1             BY MR. HERNSTADT:

          2       Q.    And can you tell me what that is?

          3       A.    This is a submission by a number of

          4   computer consumer electronics and content groups in

          5   the Copyright Office's 1201(a)(1) proceeding.

          6       Q.    Okay.  And did you have anything to do

          7   with the preparation of this document?

          8       A.    I reviewed --

          9       Q.    By the way, by this document, I mean the

         10   two-page letter that is attached.

         11       A.    Yes.

         12       Q.    Thank you.

         13       A.    I reviewed an initial draft, yes.

         14       Q.    Did you contribute to it in any way?

         15       A.    I may have contributed some minor edits,

         16   yes.

         17       Q.    I think Mr. Valenti said yesterday that

         18   this is MPAA's position -- well, let me ask you

         19   that.  Does this reflect the MPAA's position --


         20       A.    Yes.

         21       Q.     -- about the matters to which it refers?

         22   Did you talk to John Hoy about -- strike that.  Do

         23   you know who John Hoy is?

         24       A.    Yes, I do.

         25       Q.    And do you speak with Mr. Hoy?




                                                                       97



                               FRITZ E. ATTAWAY

          1       A.    Not frequently.  I see him at CPTWG

          2   meetings.

          3       Q.    Is there a web site about the CPTWG?

          4       A.    Yes.

          5       Q.    And does the web site have the attendance

          6   lists of the people who go to the meetings?

          7       A.    It may.  I don't know, but it may.

          8       Q.    Do you know the web site address?

          9       A.    I'm sorry, I don't.

         10       Q.    I'll try and find it myself.  I would

         11   request that if it's something that you could find

         12   easily, that it be provided to me.  I should be able

         13   to find it.

         14             MR. GOLD:  I'm sorry.  Did I miss

         15   something?

         16             MR. HERNSTADT:  I made a request.  I'm

         17   going to try to find it, but if it's something that

         18   you guys have on hand --

         19             MR. GOLD:  Give us a buzz if you can't.


         20             BY MR. HERNSTADT:

         21       Q.    Okay.  Would the MPAA members, to your

         22   knowledge, have released movies on DVD without the

         23   presence of CSS or some type of encryption scheme to

         24   protect the movies on the disk?

         25       A.    It is my belief that they would not have,




                                                                       98



                               FRITZ E. ATTAWAY

          1   yes.

          2       Q.    Did any one of the MPAA members ever tell

          3   you that they wouldn't release movies without

          4   encryption --

          5       A.    No.

          6       Q.    -- on DVD?

          7       A.    No.

          8       Q.    Why is that your belief?

          9       A.    Because the release of high-valued content

         10   as motion pictures in a digital format, which would

         11   allow the unlimited duplication both from originals

         12   and copies of copies of copies as well as, at least

         13   in the future, internet retransmission and

         14   distribution, would be unthinkable.

         15       Q.    Have you ever had a conversation to that

         16   effect with any of the members of the MPAA?

         17             MR. GOLD:  In a non-privileged context, I

         18   assume you mean?

         19             BY MR. HERNSTADT:


         20       Q.    I mean in a non-privileged context, yes.

         21       A.    In a general sense, yes.  I have never

         22   discussed the particular release decisions with

         23   respect to any particular motion picture.

         24       Q.    Okay.  Can you be more specific in terms

         25   of in a general sense?  What did you say to a




                                                                       99



                               FRITZ E. ATTAWAY

          1   member -- employee of a member, what did they say to

          2   you about this particular topic in a non-privileged

          3   context?

          4       A.    Well, I think that -- I can't remember

          5   exact conversations, but I think that the general

          6   implicit and explicit understanding of everyone

          7   involved in the release of DVD software as well as

          8   hardware was that content would not be made

          9   available unless it was protected.

         10       Q.    Okay.  Is there any document that sets

         11   forth that understanding?  I guess if it's implicit,

         12   it wouldn't be written down, but to the extent it

         13   was explicit.

         14       A.    I think the letter that we're discussing

         15   sets forth that.

         16       Q.    I mean back in 1996 or '97 when -- you

         17   know, when DVDs and CSS were being developed.

         18       A.    I'm not aware of any particular document,

         19   but that basic premise was certainly discussed when


         20   we were discussing the possibility of legislation

         21   that would address digital copying.  That would have

         22   been in 1994, 5, 6, that time period.

         23       Q.    To your knowledge, did any member of the

         24   MPAA, any one of the plaintiffs publicly state that

         25   they would not release movies on DVDs unless there




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                               FRITZ E. ATTAWAY

          1   was some type of encryption scheme to protect the

          2   movies?

          3       A.    I'm not aware of such a statement.

          4       Q.    Do you know if any member of the MPAA made

          5   a statement to that effect to the MPAA in a

          6   non-privileged context?

          7       A.    Not that I'm aware of.

          8       Q.    You said earlier that one of the concerns

          9   that is the basis of your belief that MPAA members

         10   would not release a movie on a DVD format unless it

         11   was protected by CSS or something like that is the

         12   danger, and I believe -- I don't want to put words

         13   into your mouth, but I believe you said something to

         14   the effect of the danger in the future of

         15   transmission of the movies on the internet?

         16       A.    That was a consideration, yes.

         17       Q.    Can you describe to me what that danger

         18   is?

         19       A.    Well, I think it can be -- it is best


         20   illustrated by what is happening to sound recordings

         21   on t