DECLARATION OF RICHARD S. CONN

I, Richard S. Conn, delcare:

1. At all times herein pertinent, I was, and now am a partner with the firm of Musick, Peeler & Garret LLP, attorneys for Plaintiff John K. Poitras "Mr. Poitras" . As such, the facts set forth herein are known to me personally and if called as a witness, I could and would competently testify thereto.

2. On March 29, 2001, James Bertero, Esq. of our firm's Santa Barbara office requested that I assist him in representing Mr. Poitras in connection with a claim for over $15 million held against Reed M. Slatkin ("Slatkin"). Mr. Bertero provided me with a draft of a Pledge Agreement which purported to have been prepared by Norman Cohen, Esq., an attorney representing Mr. Slatkin, and requested that I contact Mr. Cohen to determin if a consensual resolution of the claim could be effected.

3. On reviewing the Pledge Agreement (the "Agreement"), a true and correct copy of which is attache hereto as Exhibit 16, I remarked that it referenced an account number at Bank of America, but didn't state the amount of funds to be pledged. I further noticed that the Agreement did not provide for execution by Bank of America, thus calling into question its effectiveness to create a binding security intereste in the subject account.

4. On Friday, March 31, 2001, in order to resolve the issues which my review of the Agreement had raised, I contacted Norman Cohen, Esq., by telephone. Mr. Cohen expressed pleasure that Mr. Poitras was represented by counsel and stated that Slatkin would fully cooperate in negotiating an effective agreement. In

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response to my specific questions, Mr. Cohen stated that:

a. Fanfare, LLC had never been formed, becasue the name had previously be [?] "taken," but that Mr. Cohen was in the process of filing a fictitious business name statement for Capsfair, LLC identifying its fictitious name as Fanfare, LLC.

b. That there were no other members of Capsfair apart from Mr. Poitras and Mr. Slatkin, who would be identified as members in a Statement of Information he was in the process of preparing.

c. That the account referenced in the Agreement contained primarily marketable securities and not cash.

d. That the account referenced in the Agreement contained sufficient marketable securities to fully secure the obligation to Mr. Poitras, although he did not know the amount.

e. That he would inquire of Slatkin about obtaining an accounting as to the disposition of Mr. Poitras' funds.

I informed Mr. Cohen that in order to prepare an effective pledge agreement we would need to know the specific securities in the account, as well as their falue. Mr. Cohen assured me he would forthwith provide me with this information.

5. I was out of the office on Monday, April 2, 2001, and Tuesday, April 3, 2001. However, I exchanged voicemails with Mr. Cohen. By his voicemail of Monday, April 2, 2001, Mr. Cohen assured me that the account contained approximately $59,000,000 in marketable securities; that the Bank of America would sign the Agreement; and that Slatkin was working on an accounting respecting

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disposition of Mr. Poitras' funds which might be available by the end of the week. In a voicemail I left with Mr. Cohen on April 1, 2001, I emphasized the urgency of obtaining a satisfactory rsponse from Slatkin, including an itemization of the securities in the account as prepared by Bank of America, i.e., a monthly account statement.

6. On April 4, 2001, I spoke by telephone with Mr. Cohen and additionally requested a copy of the account agreement between Slatkin and Bank of America which I believed we required in order to prepare an effective pledge agreement. Mr. Cohen said he would obtain this from Slatkin in addition to the other information.

7. On Paril 5, 2001, I again spoke with Mr. Cohen about obtaining infromation necessary to document an effective pledge agreement. mr. Cohn stated that Slatkin was still waiting for the March 31st statement from Bank of America. I said that the ebruary statement would be satisfactory in the first instance. During this conversation, I asked Mr. Cohen about the Statement of Inforamtion for Capsfair, LLC he had earlier alluded to. Mr Cohen said he had recently filed the statement, and that it identified Slatkin as the sole member. I requested that Mr. Cohen provide me with a copy of the Statement as filed. I further discussed with Mr. Cohen the Operating Agreement signed by Mr. Poitras and inquired as to whether it was legally effective. Mr. Cohen told me that it was not, that it had been "provisional."

8. On April 6, 2001, I received the fasimile communication from Mr. Cohen, a true and correct copy of which is attached hereto as Exhibit 17, which includes a Statement of

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Information for Capsfair, LLC and a fictitious business name for Capsfair, LLC. As Mr. Cohen had previously represented, the Statement of iNformation identified Slatkin as the sole member of Capsfair, LLC. The fictitious business name statement set forth Fanfare, LLC as the fictitious name for Capsfair, LLC.

9. On the morning of April 9, 2001, I again spoke to Mr. Cohen regarding his client's prmises to provide an idtemization of securities in the Bank of America account and a description of how Mr. Poitras' funds were applied. Mr. Cohen assured me that his client would provide the information by the end of the day. During the course of the conversation, I mentioned my awareness of the RMJ 1995 Trust. I inquired as to whether this trust had been used by Slatkin to effect fraudulent conveyances. Mr. Cohen immediately denied that this was the case, and volunteered that the RMJ 1995 Trust was a "family trust" involving Slatkin and his wife, which was revocable.

10. To this date, I have received neither an accounting of Mr. Poitras' funds, nor an itemization of securities to be pledge from Mr. Cohen.

11. Mr. Cohen's statements to me about the original intended name and membership of Capsfair, LLC are troubling. From his remarks, it is apparent that Mr. Poitras' funds were originally intended to be invested in the entity ultimately formed under the name Capsfair, LLC. Slatkin's apparent decision not to identify Mr. Poitras as a member would suggest either that Mr. Poitras' funds were never deposited with Capsfair, LLC or that Slatkin has arbitrarily elected to exclude Mr. Poitras from any participation in its managemen and access to its records.

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I declare under penalty of perjury under the laws of the state of California that the foregoing is true and correct.

Executed this ___ day of April, 2001, at Los Angeles California.

Richard S. Conn [not signed]