I, Richard Levine, declare:

1. I make this Declaration of my own personal knowledge, and if sworn as a witness I could testify competently thereto. This Declaration is filed in support of the Exparte Application for an Order Shortening Time for Hearing Non-party Richard Levine's Motion for Protective Order ("Application").

2. I have been trading securities for over 23 years. I was at one time a business associate of Reed Slatkin. I met Reed Slatkin through the Church of Scientology of which 1 am a member. Mr. Slatkin has now become notorious as a result of various reported incidents of alleged securities fraud.

3. Since approximately the filing of the bankruptcy proceeding by Reed, I have experienced great alienation, ridicule and embarrassment as a result of the media and the public's association of my name with Reed Slatkin.

4. People I associate with either socially, through business or through the Church have questioned me about the articles written about Reed which mention me. Specifically, after an article appeared in the Wall Street Journal entitled "Earthlink's CoFounder Slatkin Admits Fabricating Fund Statements in 1988 Note," I received numerous calls from fellow Scientologists who expressed their mistrust and stated that if I knew about Reed Slatkin's fraudulent activities why did I not tell them. *

5. Some of my fellow church members have refused to join, or have dropped out of, a church group of which I am a member, specifically stating that I am the reason they do not want to participate in the group. For these and other reasons, I have felt shunned by my church community because my association with Reed Slatkin has been misreported and distorted to the public.

6. The notoriety and the presumption of guilt by association that is fostered by the articles and reports which link me to alleged fraudulent activities of Reed Slatkin by referencing selected portions of his deposition or the Trustee's report, have undermined my business and my business relationships. Several stock brokers I have worked with over the years have called me to question me about my knowledge of Reed's activities.

7. I am unable to obtain the capital I need to conduct my securities trading business, When I proposed, to business associates who have worked with me for years, if they will help me obtain capital, I have been told that investors are reluctant to work with me because of what has been reported about my association with Reed Slatkin, One business associate told me that "I have talked to people and they don't want to work with you until the Slatkin matter is cleared up." As a result, I have lost many potentially profitable business opportunities.

8. On a very personal level, over the last year, many of my friends who had once trusted me and who's children went to school with my children no longer communicate with me, and their children also no longer associate with my son and daughter. I and my family experience embarrassment and hardship almost every day as a result of the random and unsubstantiated reports made simply because of my association with Reed Slatkin.

9. The statements made about me in the media, which include quotes and references to the Trustee's report and Mr. Slatkin's deposition, and information posted on websites relating to Reed Slatkin, which I have read, mischaracterize my association with Reed Slatkin and falsely and unjustly implicate me in certain of his wrongdoings. A protective order is necessary to protect me and my family from further harassment and embarrassment caused by the misreporting and misrepresentation of the facts and from unsupported and untrue allegations made to and by the public and the media.

* The names of the individuals who are referred to herein are omitted to preserve their privacy, as this declaration may become accessible to the media or general public.