March 18, 2004

Dear Sir,

I am sending this complaint to the Securities Exchange Commission ( to describe the illegal actions being taken by BayStar Capital LP, Boies Schiller & Flexner, Microsoft Corporation, Royal Bank of Canada, and The SCO Group, Inc. These entities have committed numerous crimes centered around the recent activities of The SCO Group, Inc.

My specific complaints are:

1.  SCO is grossly exaggerating the value of its intellectual property by
    claiming ownership of operating systems actually owned by other people.
    This exaggerated claim is a fraud on the investing public.

    Among my experiences in investing I learned to understand the Vancouver
    Exchange gold mine fraud which seem to always be with us.  Typically a
    Vancouver Exchange gold mine promoter finds some gold, which is easy to do,
    but of course the gold deposit is too small or too dilute to be profitably
    mined.  Then the promoter forms a penny stock company which owns the gold
    claim and begins hyping the stock.  There is actually some gold in the
    company's mining claim but the promotion propaganda exaggerates the claim
    into the greatest strike since the Comstock lode.  If the promoter succeeds
    in creating a stock price bubble then he sells as much stock as he can until
    the bubble bursts leaving the current crop of gullible investors with heavy
    losses.  I am sure that the investigators at the SEC are thoroughly familar
    with Vancouver Exchange gold mine stock frauds.

    Now comes SCO with a new twist on the Vancouver Exchange gold mine fraud.
    SCO has a contested claim to ownership to an obsolete computer operating
    system called System V which has a microscopic share of the market for
    operating systems.  SCO has hyped this asset into a claim of ownership of
    several other Unix style operating systems sold by competing companies.  The
    SCO propaganda has created a stock price bubble in SCOX stock and the SCO
    insiders are methodically selling SCOX stock at inflated prices.

    A. SCO sells a computer operating system called System V which SCO sells
       under the brand name of UnixWare.

       UnixWare has a small share of the operating system market.  That share
       is has been steadily shrinking for several years because UnixWare is
       gradually becoming obsolete.

       B. Linux is a operating system written by Linus Torvalds and an army of
       volunteers who donate their creativity for free.
       SCO sued IBM for contributing operating system code allegedly owned by
       SCO to the Linux operating system.

       IBM has contributed code to the Linux operating system.  SCO claimed that
       the contributed code was written and owned by SCO.  This claim was widely
       and repeatedly publicized.

       quoting MozillaQuest:
       "Simply take a look at this excerpt from the letter Darl McBride and
       SCO-Caldera sent out to at least 1,500 companies, including Fortune 500
       and Forbes 1000 top companies. It is that letter that precipitated the
       German Linux community's successful legal counterattack against
       SCO-Caldera. That letter, dated 12 May 2003, states in part:

       Linux is, in material part, an unauthorized derivative of UNIX . . . We
       have evidence that portions of UNIX System V software code have been
       copied into Linux . . . legal liability that may arise from the Linux
       development process may also rest with the end user . . . We intend to
       aggressively protect and enforce these rights . . . we are prepared to
       take all actions necessary to stop the ongoing violation of our
       intellectual property or other rights."

       SCO told the investing public that SCO would reap huge profits from the
       damages that IBM would have to pay for illegal distribution of SCO code.

       In the SCO v IBM court hearings SCO lawyers have dropped their claim that
       System V code was contributed to Linux after SCO was unable to produce
       any evidence supporting that claim.  SCO now claims that the code in
       question was written by IBM but belongs to SCO anyway.
       This is in spite of clear legal precedents, most notably AT&T v BSD,
       which clearly state that the code written by SCO belongs to SCO and the
       code written by IBM belongs to IBM.
       So, the SCO claims to ownership of IBM operating system were deliberately
       exaggerated even by the standards of SCO's current legal position and
       were completely false by the standards of IBM's consistent legal
       position.  So far, the court has consistently upheld IBM's position.

    C. SCO claims ownership of Linux.  SCO's claims are partially based on their
       claimed ownership of the IBM code contributed to Linux.

       SCO also claims that 65 Linux programs were copied from SCO's version of

       Linus Torvalds has documentary proof that he wrote the code claimed by

       SCO claims ownership of Linux and is demanding that corporations which
       use Linux pay SCO a licensing fee to use Linux.  SCO sent a letter to
       1500 corporations claiming ownership of Linux and threatening to bill for
       Linux.  These threats have never been carried through because SCO would
       be indicted for mail fraud, billing for something that they do not own.
       SCO is asking operating systems resellers to sell an "Intellectual
       Property License for Linux".  SCO expects the threat of lawsuits to
       create new revenue for both the resellers and SCO.
       However the investing public has been repeatedly told that SCO owns Linux
       and is about to bill 1500 major corporations huge amounts of money in
       Linux licensing fees.

    D. A German court ruled that SCO's claims to own Linux was a criminal
       offence in Germany and SCO must stop making such claims in Germany.
       Subsequently, SCO was fined 10,000 euros for continuing to make false
       claims in Germany that SCO owns Linux.

    E. Red Hat is a company whose main product is distributing Linux operating
       systems.  Red Hat sued SCO in the United States to contest SCO's claims
       to own Linux.

    F. Embedded Linux is a small version of Linux used in such things as mobile
       phones and handheld computers.
       SCO claims ownership of Embedded Linux and demands a $32 fee for each
       embedded device using Linux even though SCO has absolutely no logical or
       legal basis for such a claim.  SCO's claim to Linux is that IBM donated
       SCO code to Linux.  The code that IBM has contributed to Linux allows Linux
       to work well on extremely large computers.  Such code is inappropriate for
       embedded devices and it is impossible for embedded devices to run the IBM

       Once again the general investing public has been told that SCO will reap
       huge amounts of money by selling an operating system, embedded Linux,
       that SCO does not own.

    G. BSD is an operating system that was developed at the University of
       California, Berkely using government grants handed out to develop the
       Internet. AT&T sued the University of California claiming that AT&T
       owned the BSD operating system.  Early in the trial the court ruled that
       the code written by AT&T was owned by AT&T and the code written by
       University of California was owned by the University of California.
       The story is complicated because both operating systems have changed
       ownership.  BSD is currently owned by Berkely Software Development and
       System V ownership is currently disputed between Novell and SCO.

       There is a court sanctioned 1994 agreement between (now) BSD and Novell
       deliniating what code is owned by each.  Also the agreement states
       that Novell or SCO can never again sue over the BSD code.

       SCO claims ownership of BSD even though Novell thoroughly lost any and
       all claims to BSD in 1994 so that Novell can not possibly have sold BSD
       to SCO.  SCO has threatened to reopen the BSD suit even though to do so
       is forbidden by the agreement settling the case.  This creates the false
       impression among public investors that SCO owns BSD.

    H. SCO claims ownership of all Unix operating systems.

       In fact SCO owns only a disputed claim to System V.  Claiming ownership
       of all the other Unix operating systems is a gross exaggeration of SCO
       assets and is a fraud against the investing public.

    I. Novell is the company from which SCO obtained ownership of System V.
       Novell strongly disputes the exaggerated size of the intellectual
       property claimed by SCO.  Novell's position is that SCO has the right
       to sell System V but SCO does not own System V.
       Here is the agreement between Novell and SCO
       Here is the correspondence between Novell and SCO.
       In the list of assets excluded from the sale are:
       "Schedule 1.1(b) Excluded Assets (Page 2 of 2)
        V. Intellectual Property:
        A. All copyrights and trademarks, except for the trademarks UNIX
           and UnixWare.
        B. All Patents"
       SCO is suing Novell in an attempt to obtain clear title to Unix.

       SCO is deceiving the investing public by falsely claiming to have
       purchased Unix in its entirety from Novell.

    J. BSD has a valid claim to partial ownership of System V.  BSD allows
       anyone to use BSD code as long as the source code displays the BSD
       copyright notice.  In the law case explained in section G, AT&T barred
       BSD from using AT&T code but BSD said that AT&T was welcome to use BSD
       code, provided that it was copyrighted as BSD code.  SCO accidently
       showed that some of System V code actually belongs to BSD when SCO held a
       public viewing of some code that they claimed was SCO code illegally
       added into Linux.  The code turned out to be BSD code that was legally
       added into both System V and Linux.

       Therefore System V contains some BSD code but the amount of BSD code in
       System V is not public knowledge.  SCO says that there are millions of
       lines of SCO code in Linux.  If in fact there are millions of lines of
       BSD code in both Linux and System V then a very significant portion of
       System V is actually owned by BSD.

       By not providing information as to how much of System V is owned by BSD
       SCO is misleading the general investing public about the value of the
       System V asset.

    K. SCO has sent letters to about 6000 SCO customers stating that SCO owns
       Linux and that the terms of the contract between SCO and each customer
       forbids the customer from using Linux unless the customer pays SCO for
       Linux.  SCO demanded that each customer certify that they had not
       inserted any SCO code into Linux..
       This letter has received wide publicity and creates the false impression
       among investors that SCO will receive money for Linux from the existing
       SCO customers.

    L. When SCO sued IBM, SCO hired a prominent law firm, Boies, Schiller, and
       Flexner to handle the case.  SCO initially told the general investing
       public that Boies, Schiller, and Flexner was working on a contingency
       basis.  This created the false impression among the general investing
       public that Boies, Schiller, and Flexner was so confident of SCO's
       chances of winning the IBM case that they would accept the case on
       a contingency fee basis.

       "SCO's legal costs are being paid under a contingency arrangement,
       McBride said. In such cases, lawyers typically are paid not by the hour,
       but with a percentage of whatever money they can win for their clients in
       the case."

       In fact Boies, Schiller, and Flexner is being paid a retainer fee and is
       billing SCO at hourly rates, as well as a 20% contingency fee on windfall
       profits from equity sales.

    M. The SCOX stock price has risen spectactularly since SCO began claiming
       exaggerated worth of their intellectual property.

    N. SCO insiders have registered the following SCO stock sales with the Security
       Exchange Commission during the period of March 6, 2003 through March 3, 2004.

       SCO insider sales from March 6, 2003 through March 3, 2004
          Date           Name                Shares          Amount
       03/10/2003     Robert Bench            7,000      $21,420.00
       04/08/2003     Robert Bench            4,100      $11,890.00
       06/03/2003     Opinder Bawa           15,000      $90,000.00
       06/04/2003     Opinder Bawa            7,916      $52,245.60
       06/06/2003     Jeff Hunsaker           5,000      $44,500.00
       06/09/2003     Robert Bench            3,000      $27,788.00
       06/11/2003     Michael Olson           6,000      $51,820.00
       06/20/2003     Reginald Broughton      5,000      $55,446.00
       06/25/2003     Reginald Broughton      5,000      $50,000.00
       07/08/2003     Robert Bench            7,000      $77,213.00
       07/09/2003     Jeff Hunsaker           5,000      $59,000.60
       07/11/2003     Michael Olson           8,000      $84,208.00
       07/14/2003     Sean Wilson             6,000      $65,045.00
       07/15/2003     Sean Wilson             6,000      $64,240.00
       07/22/2003     Reginald Broughton     20,000     $242,893.00
       07/23/2003     Jeff Hunsaker           5,000      $66,694.00
       07/30/2003     Reginald Broughton      5,000      $64,001.00
       08/05/2003     Reginald Broughton      5,000      $62,819.00
       08/08/2003     Robert Bench            7,000      $76,300.00
       08/11/2003     Michael Olson           5,000      $46,270.00
       08/13/2003     Jeff Hunsaker           5,000      $50,000.00
       08/19/2003     Reginald Broughton      5,000      $52,028.00
       08/25/2003     Jeff Hunsaker           5,000      $71,400.00
       08/26/2003     Reginald Broughton      5,000      $73,700.00
       09/02/2003     Reginald Broughton      5,000      $73,555.45
       09/09/2003     Reginald Broughton      5,000      $90,262.00
       09/11/2003     Michael Olson           7,000     $122,850.00
       09/14/2003     Reginald Broughton      2,450      $49,000.00
       09/15/2003     Reginald Broughton      2,550      $51,199.00
       10/08/2003     Robert Bench            6,800     $112,880.00
       10/13/2003     Michael Olson          10,000     $141,486.50
       12/29/2003     Duff Thompson          10,000     $174,860.00
       01/07/2004     Thomas Raimondi        11,841     $210,189.59
       01/26/2004     Larry Gasparro          5,259      $81,076.06
       02/04/2004     Thomas Raimondi        11,841     $170,510.40
       03/03/2004     Thomas Raimondi        11,841     $143,276.10
                                            -------   -------------
       Totals                               246,698   $2,942,066.30
2.  Microsoft has invested in SCO equity above the reporting threshold without
    revealing their true identity.

    SCO's strategy of suing their own customers and potential customers for
    using Linux or for ignoring SCO's demands that the customers attest that
    they are not using Linux is economic suicide.  Existing customers now face
    the prospect of being sued in an attempt to force the customer to acknowlege
    that SCO owns Linux.  Potential customers face the prospect that signing a
    contract to buy SCO products dramatically increases the customers chances of
    being sued by SCO.

    Such a strategy makes economic sense only if SCO has a way to make money
    from it.  There is strong evidence that Microsoft has committed to paying
    SCO large amounts of money for SCO to attack Linux users in an attempt to
    force Linux out of the operating system marketplace.

    Microsoft has legally purchased a license to use SCO technology for
    somewhere between 10 million and 30 million dollars.  Microsoft has absolutely
    no need to buy SCO technology licenses and the reasons Microsoft has given
    publicly are simply disinformation.

    So Microsoft has openly and legally given SCO money for reasons that
    Microsoft is unwilling to publicly reveal.
    Mike Anderer is one of the participants in the Microsoft money laundering
    scheme.  Here is his explanation of the purpose of Microsoft's support of

    "In a world where there are $500 million dollar patent infringement lawsuits
    imposed on OS companies (although this is not completely settled yet), how
    would somebody like Red Hat compete when 6 months ago they only had $80-$90
    million in cash? At that point they could not even afford to settle a
    fraction of a single judgment without devastating their shareholders. I
    suspect Microsoft may have 50 or more of these lawsuits in the queue. All of
    them are not asking for hundreds of millions, but most would be large enough
    to ruin anything but the largest companies. Red Hat did recently raise
    several hundred million which certainly gives them more staying power.
    Ultimately, I do not think any company except a few of the largest companies
    can offer any reasonable insulation to their customers from these types of
    judgments. You would need a market cap of more than a couple billion to just
    survive in the OS space."

    SCO has sent letters to about 6000 SCO customers stating that SCO owns
    Linux and that the terms of the contract between SCO and each customer
    forbids the customer from using Linux unless the customer pays SCO for
    Linux.  SCO demanded that each customer certify that they had not
    inserted any SCO code into Linux.  SCO then sued one of their customers,
    DaimlerChrysler, because DaimlerChrysler did not reply to the letter.

    Such lawsuits against SCO's existing customers are a strong incentive for
    SCO's customers to stop doing business with SCO.  This strategy of trying to
    extort money from existing customers by threatening to launch expensive
    lawsuits does not make any economic sense from SCO's viewpoint unless SCO
    has been promised large amounts of money by Microsoft for harassing
    companies that use Linux in line with the Microsoft strategy that Mike
    Anderer announced.
    SCO has also repeatedly threatened to sue Linux users who are not SCO

    SCO markets Linux licenses as a way to avoid lawsuits.

    The SCO attempt to sell Linux licenses has all of the earmarks of an
    extortion racket.  From a marketing viewpoint such an extortion campaign
    is economic suicide.  No Linux user will pay SCO a Linux licensing fee based
    on SCO's extremely flimsy claims to owning Linux.  This strategy of trying
    to extort money from Linux users by threatening to launch expensive
    lawsuits does not make any economic sense from SCO's viewpoint unless SCO
    has been promised large amounts of money by Microsoft for harassing
    companies that use Linux in line with the Microsoft strategy that Mike
    Anderer announced.

    Microsoft has also secretly and illegally invested money in SCO equity.  No
    sophisticated investor would seriously consider buying equity in SCO's
    lawsuit campaign against Linux because the SCO lawsuit strategy is a
    guarenteed loss to SCO and its investors.  Therefore any sophisticated
    investor would only be interested in investing in SCO if Microsoft
    compensated the investor for doing so.  Any efforts by Microsoft to hide the
    fact that money invested in SCO originated from Microsoft is illegal money

    A.  BayStar and The Royal Bank of Canada invested in a private placement
        of SCO convertible preferred shares which amounts to 17.5% of SCO

        This is the contract between SCO and Royal Bank and BayStar.

    B.  The Royal Bank has stated that it purchased the equity position in SCO
        as a hedge against client positions.  In fact Royal Bank purchased the SCO
        equity as a front for Microsoft or Microsoft's agents..

        In order for a hedge to work both sides of the hedge must be owned
        by the same investor.  The article in the Globe and Mail quotes the
        Royal Bank as saying that the Royal Bank made the SCO investment to
        hedge a client's position.  If the client owns one side of the hedge and
        Royal Bank owns the offsetting position of the hedge then neither the
        client nor Royal Bank is hedged against anything.  In order for the
        client to be hedged the client must own the SCO equity position.  If the
        SCO equity position was purchased in the Royal Bank's name but is
        actually owned by the RoyalBank client then the client, and perhaps the
        Royal Bank, has broken the United States securities law that requires
        any purchaser of a significant equity position to publicly announce
        their equity purchase and their reasons for the purchase.  The purchaser
        must also file a form with the United States Security Exchange

        quoted from the Globe and Mail:
        'An RBC spokesman was reluctant to comment, saying the SEC filing was
        about how SCO operates its business. He said that RBC's "investment in
        SCO is passive, made to hedge an economic exposure resulting from
        client transactions."'
        In any case, the Royal Bank statement is nonsense meant to hide who
        really owns the SCO equity position.

     C. BayStar is also a front for a secret Microsoft investment in SCO. 
        Here is a leaked email from Michael Anderer of S2 Strategic Consulting
        to SCO which states that Microsoft provided the entire $50,000,000 which
        BayStar and Royal Bank invested in SCO:
        SCO has stated that the leaked email is genuine:
        Here is the contract between S2 Strategic Consulting and SCO.
        SCO paid S2 Strategic Consulting Services by giving them a warrent to
        purchase 25,000 shares of SCO stock at a price of $8.50 per share.
        Therefore S2 Strategic Consulting Services did something useful for SCO.
        This article explains that Paul Allen, the second largest Microsoft
        shareholder, is also a large investor in BayStar:
        "Lawrence Goldfarb, managing partner of BayStar, says that senior
        executives at the software giant had telephoned him about two months
        before the investment."
3.  BayStar, Boies, Schiller, and Flexner, Microsoft, Royal Bank, and SCO
    management are engaged in insider dealing to the detriment of the outside
    SCO shareholders.

    A.  SCO entered into an agreement with the law firm Boies, Schiller, and
        Flexner where Boies will receive 20% of the value of any new equity
        issued by SCO.

    B.  Under the terms of that agreement SCO paid Boies, Schiller, and Flexner
        $10 million consisting of $1 million in cash and nominally $9 million in
        SCO stock as being 20% of the private equity placement to BayStar and
        Royal Bank.

    C.  BayStar and Royal Bank have objected to the terms of the agreement
        between SCO and Boies, Schiller, and Flexner.  The three parties have
        negotiated an agreement dividing up the results of future SCO
        equity sales among the three groups of investors.

     D. If, as Royal Bank stated in the Globe and Mail, the Royal Bank
        investment is passive then why is the Royal bank so actively trying
        to manage SCO equity sales strategy?  It is against U.S. law for a bank
        to manage a corporation.

     E. This negotiation and resulting agreement is illegal insider dealing.
        Whether SCO equity growth results from SCO successfully stealing other
        people's operating systems, being a Microsoft mercenary, or from a pump
        and dump stock scam the resulting profit will be distributed according
        to an insider deal among BayStar, Boies, Schiller, and Flexner, Royal
        Bank, and SCO management to the detriment of the outside shareholders.

     F. If BayStar and/or Royal Bank are trustees for Microsoft who actually
        owns a 17.5% interest in SCO then Microsoft is also guilty of insider dealing.


BayStar Capital LP
50 California Street
San Francisco, California  94111
Boies, Schiller, and Flexner:

Boies Schiller & Flexner
570 Lexington Avenue
New York, New York  10022

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Royal Bank:

Royal Bank of Canada
200 Bay Street
Toronto, Ontario  M5J 2J5

The SCO Group, Inc.
355 South 520 West
Lindon, Utah  84042


Steve Stites

2933 Marshall Street
Falls Church, Virginia  22042