Dennis L. Wilson, Esq.
BAKER & HOSTETLER LLP
600 Wilshire Blvd.
Los Angeles, CA 90017-3212
(213) 624-2400

May 30, 1997

VIA ELECTRONIC MAIL

Terry Mitchell
terrymitchell@oocities.com

Re: UNAUTHORIZED USE OF TWENTIETH CENTURY FOX PROPERTIES

Dear Mr. or Ms. Mitchell:

This letter is being written to you on behalf of our client, Twentieth Century Fox Film Corporation ("Fox"). Fox is the exclusive owner of all copyright, trademark, and other intellectual property rights in and to the world-famous "The X-Files" television series (hereinafter "TheX-Files Copyrighted Designs and Trademarks"). "The X-Files" television series entertains millions of people worldwide and Fox rightfully takes its responsibility for the protection of The X-Files Copyrighted Designs and Trademarks very seriously.

Fox has recently learned of your web site (http://www.oocities.org/SiliconValley/Vista/7152/#xphile) on which unauthorized merchandise bearing The X-Files Copyrighted Designs and Trademarks is being distributed, advertised, or promoted, including, but not limited to, "The X-Files" "START" button, icon collection, and screen saver. You are hereby put on notice that the distribution, advertisement, or promotion by you of such unauthorized merchandise bearing The X-Files Copyrighted Designs and Trademarks constitutes copyright infringement, trademark infringement, trademark dilution, unfair competition, and/or disparagement, and potentially subjects you to both criminal and civil sanctions.

Fox hereby demands that you and all those who have acted in concert with you immediately cease any copying, transmission, or other utilization of any of its protected intellectual property, including any use of The X-Files Copyrighted Designs and Trademarks. Fox also hereby demands that you cease and desist the distribution, advertisement, or promotion of such unauthorized merchandise on your web site or other sites operated by you (including any local, regional, or national bulletin board). Should you not immediately do so, Fox expressly reserves all of its rights to file a lawsuit against you to obtain both money damages for all past acts of infringement and an injunction to prevent any future infringement.

If we do not receive your written confirmation before the close of business on June 20, 1997, that you have complied with these demands, we will advise Fox to take such action against you as it may deem appropriate.

The account from which this e-mail message was sent to you does not accept incoming e-mail. If you wish to contact me, please write to the address listed at the top of this letter.

This letter is not a complete statement of Fox's rights in connection with this matter, and nothing contained herein constitutes an express or implied waiver of any rights, remedies, or defenses of Fox in connection with these matters, all of which are expressly reserved.

Very truly yours,

/s/

Dennis L. Wilson
for BAKER & HOSTETLER LLP