Lynnda Speer, Donor, et al. - Page 7

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          and purchasing departments.                                                 
               HSC began its operations on July 1, 1982, from a broadcast             
          studio located in Clearwater, Florida.  HSC show hosts would show           
          items for sale through the televised programs.  Viewers could               
          call in to order the items shown for sale.  Items were then moved           
          to a mart distribution center maintained by HSC for customer                
          pickup the next day.  In order to purchase merchandise, a viewer            
          had to enroll as a “member” of HSC.  Once the viewer was assigned           
          a member number, the viewer could call and purchase the items               
          being shown on the television program.                                      
               As the number of HSC members grew, additional mart locations           
          were added by HSC, which, in turn, increased the complexity of              
          keeping track of the available inventory.  It was important to              
          keep accurate and current records concerning the inventory sold             
          by HSC, because most of the items sold by HSC were unique, one-             
          time acquisitions that could not be reacquired.  HSC’s original             
          customer base of approximately 2,000 members grew to 5,000                  
          members by its second month of operation.  By the spring of 1985,           
          HSC had approximately 88,000 members in its database, spanning a            
          two-county area in Florida.                                                 
               Between 1982 and 1985, Pioneer upgraded its computer system            
          from an IBM System 34 to an IBM System 36 to accommodate HSC’s              
          expanding business.  This transition required the modification of           
          the Local Software to enable it to run on an IBM System 36.                 
          Pioneer hired an independent computer consultant for this                   




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