New York, NY 10011

Tel & Far: 212.620.5651
By USP CRR October 16, 1995

Philip Pierce, Esq.
501 Madison Avenue New York, NY 10022

Re: Telephone Conversation September 28. 1995
Dear Mr. Pierce:

Reference is made to our telephone conversation the afternoon of 9/28/95, regarding a letter you posted to me, but which I did not receive. As you may recall, I called to discover the whereabouts of that letter. I refer you to my letter of August 25, 1995 in which I wrote: "Alternatively, be further advised that for certain receipt of any future mailings, please utilize the P.O. Box and zip code first written above." [Emphasis in original.]

You have made it clear that (i) you will not be resending that letter, and (ii) that you have not believed that I possess a meritorious claim.

I appreciate your candor and your willingness to frankly discuss this matter with me in the spirit of one gentleman to another.

Nonetheless, we are at opposite poles. I will remind you that Mark Edwards was made "project manager" on the Dutch PTT contract with Evolution. Upon information and belief (my source is Bruce Fancher), in order to conform to Service regulations and requirements, everyone at Evolution, with the exception of Mr. Edwards, was converted to a new payroll method. I was delighted because I had been urging Bruce for several months to bring in a professional part-time bookkeeper, who could also do the payroll in conformance with Service requirements. In that Mr. Edwards did not control or define the work product, maintained regular office hours and worked on computers supplied by and on Evolution's premises I fail to understand why Evolution did not treat him as a regular employee.

You stated in your letter of August 22, 1995: "I am advised that the context in which you mentioned Mark Edward's name to Bruce Fancher as being possibly available for employment by Evolution was in casual conversation at your home." [Emphasis added.] While in part this statement clarified the situation for me, you will understand that Mr. Edward's "employment" is not an incidental issue. My claim for a 10% finder's fee is based on the gross amount of monies Evolution paid, or should have paid, for Mr. Edward's services. If in fact Evolution has attempted to reduce that amount by improper reporting to the Service, it is, or should be of real concern to all interested parties.

Further, regarding your aforementioned 8/22/95 letter, I will add that you were incorrectly "advised," and for an accurate chronology of events, I refer you to ¶'s 3-6 of my Sworn and Notarized Affidavit, dated 8/17/95. Bruce explained the problem (which they had been unable to solve), spec'ed the requirements for the programmer they needed, and at his specific request, I was commissioned to locate a highly skilled potential "employee" for Evolution
Philip Pierce, Esq. October 16,.1995 Page 2

My work product resulted in the discovery, for Evolution, of Mark Edwards, who, as will be shown below became a "key man" in regards to Evolution's contract with the Dutch PTT's subsidiary Planet Internet.

Consequently, because you have chosen to not send me the letter in question, referenced in the first paragraph above (certainly an enigmatic issue for me, leaving me in the dark), I have decided to go ahead as I wrote in my letter of August 25, 1995:

"If this continues, I believe I will send a copy of this letter to Mr. Ed Fancher, because not only is he widely reputed to be a gentleman, he is a direct investor in your client's companies. If I was either vicious or opportunistic, Bruce and I would not have enjoyed a relationship for over a year. As you know, Bruce still lives in his parent's home, and consequently, his actions attach directly to Ed Fancher."

If I am not in receipt of a serious effort to conclude this matter by November 7, 1995, I will proceed in appropriate venues to (i) establish the true amount of my claim, (ii) collect all monies owed including collection expenses, and (iii) assess damages which were consciously inflicted (see below).

Naturally, as you said to me on the telephone, none of this is personal between you and myself. The elements that were personal between Bruce and myself appear to be lost and it is only normal, even healthy that he begin to take certain decisions and follow his line. He is indeed fortunate to have such able and wise counsel in his corner. However, after speaking with you, I do not believe you could be supportive of actions depicted below.

I find it unfortunate that the personal email to Bruce, which I mentioned in our conversation (copy and reply enclosed), was not answered by Bruce himself, but by his "Director of Correspondence," David Buchwald. From a trusted friend, I am now perceived as "other"-the enemy-to be met and conquered, or avoided in the extreme.

During the period of negotiations with Mr. LaRock, which, to the delight of all parties, resulted in Mr. LaRock's interest in Evolution being sold to Matthew Simon Cavaletto, Bruce informed me on at least three occasions that at his direction the aforementioned Mr. Buchwald was making an intrusive on-line investigation into Mr. LaRock's affairs (hacking into non-public access data bases). Based on what was being reported to me, I was concerned because Mr. Buchwald was consciously crossing the ethical/legal line. Based on information and belief volunteered by Bruce, Mr. Buchwald has a prior conviction due to felonious on-line activities. Beyond the illegal activity I expressed concern that the deal and Evolution's public credibility was at risk. Each time Bruce informed me of new intrusions, I advised him to instruct Mr. Buchwald to cease and desist. If I discover similar invasion directed at me (based on the type of computer "hacking/cracking" that these fellows established as their raison d'être and attained some national press exposure), I will immediately contact Mr. Morgenthau's office and the appropriate federal authorities.

Be assured that I am certain that you had no knowledge of such computer invasions, and I believe you would have given Bruce the same advice I did. Cease and desist, only operate on the right side of ethics and the law.
Philip Pierce, Esq, October 16, 1995 Page 3

What I have failed to communicate-in part out of respect for Ed Fancher and the Village Voice (a source of information for many years), and from the conscious intention of not creating a record in certain areas best left to slumber-is that there is more than meets the eye. We can share a wink and a rolling of the eyes, as in "boys will be boys," but this is the real world. Evolution worked down a $500,000 contract leaving major money on the table because they didn't take it seriously-failed to apply all energies, professionalism and available assets to finish their end of the contract on a timely basis-which would have enabled them to have been awarded lucrative additional components and establish a positive international reputation. But why should they? They followed their quirks and indulged themselves in expensive and grandiose "Crystal Palace" coding, which was abandoned, and now it's Hot Java Applets. It's fun cutting edge technology, and, as usual, the parents will continue to pay/invest.

In fact Evolution did establish an international reputation. When a Newsweek reporter asked Dr. David Chaum, Chairman of the European Union Project, founder and principle of Digicash, consultant to the Dutch PTT and recently listed with Dr. Vin Cerf as one of the most influential Internet citizens, if he knew of Evolution, his response was a frown and: "They're late." In that the reporter was a friend of Bruce's, fortunately the quote never made it into print.

If there is any doubt regarding the validity of my assertion that "major money [was left] on the table," someone should ask Bruce why Mark Ven Velsen, President of Planet Internet (subsidiary of the Dutch PTT) insisted that Mark Edwards be in attendance in Amsterdam as the project wound to its end? Someone should ask Bruce why Mark Van Velsen refused to pay a final $3000 to Evolution because of abuse administered to the "Evolution apartment" in Amsterdam? Then, ask Mark Edwards the same questions (212.874.0071). I reiterate, Mark Edwards was a "key man" for Evolution. I located Mark and he was hired because of my specific and direct efforts.

That lost $3,000 (charged for cigarette burns in the furniture, general thrashing, etc.) could have been used in part to settle with me at a previous point in time. But No, these sons of wealth act out as rock stars on the road burn money-with no respect for the property of others, or concept of professional ethics. And why not? Why should they act professionally? Their messes are always cleaned up for them, they know no other way.

Mr. Pierce, as these facts come to Bruce's attention, I can assure you (based on my observations of his responses to other trying material) that his instant internal response will be to reserve a place for me, when someday, sometime, somewhere, he'll "get me" for this accurate discovery. All I can say is that I hope someone will assist in his education process and ask him, why? What has transpired that would cause me to bring forward this information that may appear, but only on first reflection, to be outside the instant dispute? The answer will be found within Bruce's Denial. The fact of the matter is, one cannot go forward very far in the public arena when one's hand's need washing-when one's personal and professional conduct is questionable. This lesson has not been lost on me. Personally, my public reputation as an author in regard to a very public questionable death matter, rests only on a bedrock of ethical practice, integrity and original interpretation of existing evidence.
Philip Pierce, Esq, October 16, 1995 Page 4

Whereas, Bruce comes running to my house and goes through a major identity crisis because he was accused on the Internet of being a racist. 5&_% annexed documentation brought to me by Bruce for my analysis, opinion and hand holding. Of course he can justify/rationalize said accusation by alleged "defaming competitors" because of his articulated position against "affirmative action."
The truth is that all that summer Bruce was given to singing, "Whitey's on the Move, Black Man's on the Street." It is the opinion of myself and another who was involved that day, that it is not at all unlikely that the HackTic people heard Bruce's racist sing-song at FAIR (the August, 1994, "hackers" conference/symposium), when he was intoxicated and literally skipping around the conference hall.
Though, naturally when confronted, he must rationalize an interpretation which clears him of overt racism. Please.

After painting a picture of Bruce's brilliance to CBS press people at the aforementioned FAIR conference (when I was still enveloped in the crimson blush of new acquaintanceship and his then existent ability to attract National Press Attention) I was forced to tell them he had left the building, when in fact he was literally skipping around the room as though in a playpen. These things actually happened, I couldn't and wouldn't invent them.

I'm sure that if your associate Les is able to be candid (within dual obligations of his original mission and subsequent fiduciary obligation to Evolution and the boys), you may have an understanding of the actual level of professionalism that has prevailed throughout all levels at Vox/Evo. As I said to you on the phone, the Dutch PTT contract enabled all connected parties-including yourself and Ed Fancher (for some $7,500 in past taxes owed personally by Bruce to his Dad)-to be paid, but me. It's my turn and I intend to collect. As you will note from my annexed 8/17/95 email to Bruce, I was astonished by his tasking me for work product regarding the admin/operation function at Evolution, when he clearly knew there would be no work for me.

When I discovered from speaking with you that Les had been placed inside to deal with these issues, on the one hand I compliment you and Ed Fancher for realizing the seriousness of the situation; on the other hand, Bruce told me (and at least one other) that Les was there as a marketing person. This, of course, was face saving for Bruce, but for him to task me for additional work product regarding developing a comprehensive admin/operations plan, which may have been implemented internally without compensation for me, borders on infliction of intentional emotional distress and potential fraudulent solicitation for the purpose of theft of services.

The point is that as you and I talk openly and honestly, the more the actual reality of the situation emerges, the more I see actual malfeasance and venial action masqueraded as ethical cowardice. Either Bruce was falsely misrepresenting a potential situation for me out of his fear to simply tell me the truth; or, he was intriguing to gain information and work product from me when he had an employee in place that he could not "fire" who was tasked, by you and Ed Fancher, to professionalize the operation. Bruce's Ethics! Clearly an oxymoron.
Philip Pierce, Esq. October 16, 1995 Page 5

In summation Mr. Pierce, I reiterate your wise remark, it's not personal between you and myself. However, a time tested axiom of legal practice is-Take It Up! I intend to continue that process until a reasonable settlement is attained. Bruce seemingly has no understanding that consequences of his actions impact severely on those not of his social/economic class, those that no longer live in their parent's home, who pay rent, earn a living. He could have easily stopped this before it reached this point, but a lack of experience coupled with a certain arrogance will bring him to a destination he has never imagined.

You know-it's often the way of life-many of us mortals as we pass through this vale of tears (and Joy) have unconscious need to learn the hard way. When hubris is existent the fall is perceived to be of greater duration. I believe I have statutory law, well established case law, the principles of good faith and fair dealing on my side, and, have now pounded the table sufficiently with ancillary facts for this round. The ball's in the Fancher camp. I will move forward comprehensively November 7, 1995.

The only reason that I possess information about the internal machinations of Bruce and Evolution is that he used me as a willing sounding board and in many many cases-some of which were critical moments for both Phantom and Evolution-seeking and from time to time acting upon my opinion and advice. Now it's a swarmy little piece of nasty business. However, simply because Bruce can leverage experienced and wise legal counsel, I refuse to be his victim. After reading the above, perhaps you may understand exactly why I feel betrayed and frankly believe that I have been damaged.

(I learned some time ago from Bruce) that Ed Fancher is Bruce's Achilles heel. Bruce does not, at all cost, want his father to know of his and his long-time associates more nefarious-in some cases recurring-activities. If in fact in your 40 year relationship with Ed Fancher you know that you really are counsel and a good friend of the "family," and you believe all of this should be kept in confidence between you and myself, by all means contact me in 48 hours with the intention of immediate and reasonable settlement. As of the date first written I have not mailed a copy of this and all other correspondence to Ed Fancher, but naturally will do so in 48 hours. It's of course your decision, but I myself have a son, and might think well of and kindly towards a true extended family friend who protected me from information I didn't need to have, and, then, took appropriate steps to impart lessons of ethical practice.

That, of course, is really taking responsibility, though might be interpreted by less sophisticated as over-reaching. (I mean no offense to you.) Bruce had a good and loyal friend. He threw it away. Naturally, reconciliation is beyond possibility, unless of course, you are actually personally motivated to read between the lines above. I will close with an on point, pithy and sardonic quote from the New York Times, 10/2/95. In response to his father, Jacque's impending lawsuit, Jean-Michael Cousteau said, "There are limits to what I can take - and I've had to take a lot of punishment from my father and from some of his entourage."

While I doubt that this, "swarmy little piece of nasty business." will ever make it to the New York Times, " most assuredly, the record will be appropriately posted to appropriate Internet forums, unless, of course, the matter is settled forthwith.
Philip Pierce, Esq, October 16, 1995 Page 6

Regardless of the content of his public image, Bruce is a "public figure" who proudly mails out "press kits" documenting his national press. All the information contained above, is absolutely accurate. There is no question of any failure (intentional or merely reckless disregard) to be certain of veracity.

If you really believe that Bruce is in any way a serious or professional person, I recommend that you point your World Wide Web browser to the one existent public and personal statement he believes belongs on his business site: http:/www.evolution.com/bruce.html. I have enclosed a B&W print out of that image, but I recommend that you see it in color as would any responsible business person conducting basic due diligence before becoming associated with Evolution.

If you care to have any further discussions, I've just begun a Group Facilitator position with Lehman Brothers in the evenings and will be available during the day at my telephone number written above. I do apologize personally to you, for the length and tone of this document. However, as you may understand, I have taken you at your word whereas you mentioned a 40 year business and personal relationship with Ed Fancher. And, while some of the anecdotal evidence of aberrant behavior goes beyond the instant dispute; as one gentleman to another, you made me aware of your long-term close relationship, enabling, if not obligating me out of lingering personal warmth to Bruce, to give you a broader understanding of behavior I personally witnessed.

Very truly yours,
cc: Ed Fancher