Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 300

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               to the Agreement or the subsequent disposition by CLIS                 
               and GB of interests in the Company.                                    
               B.  Troy & Gould                                                       
               In June 1997, Mr. Lerner engaged the law firm of Troy &                
          Gould, P.C., in Los Angeles, California, to perform due diligence           
          on the EBD film library.  Two highly regarded entertainment                 
          lawyers at Troy & Gould, Gary Concoff and Jonathan Handel,                  
          conducted the due diligence.  Before engaging Troy & Gould, Mr.             
          Lerner received no documentation tracing the chain of title for             
          the EBD film rights.                                                        
                    1.  Chain-of-Title and Record Search                              
               Troy & Gould contacted individuals at certain law firms and            
          at various entities (principally Epic Productions) that were                
          believed to have held interests in the EBD film library.  On                
          December 9, 1997, Mr. Handel sent Mr. Lerner a memorandum                   
          containing Troy & Gould’s conclusions regarding the nature of the           
          rights that SMHC acquired in the EBD film library.  The                     
          memorandum summarizes its conclusions as follows:                           
               The documentation is too fragmentary to draw                           
               conclusions with any semblance of confidence.  As a                    
               matter of general characterization, it would seem that                 
               Santa Monica Holdings is intended to have acquired                     
               domestic video rights for a term of years to the                       
               subject pictures and all rights to the subject                         
               development projects.  The domestic rights appear to                   
               include Canada as to some but not all pictures.  The                   
               term of the rights varies from picture to picture.                     
               Again, the foregoing characterization is subject to the                
               caveat that we have no documentation whatsoever on most                
               of the subject pictures and projects, and the                          





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