..Gary Dretzka
..Noah Forrest
..Leonard Klady
..R.J. Matson
..David Poland
..Douglas Pratt
..Ray Pride
..Michael Wilmington

November 24, 2003

COMPLAINT
Indies Vs. MPAA
page 2

PARTIES
3. Independent Film Producers. Antidote Films, Elemental Films, Head Quarter Pictures, Independent Digital Entertainment, Independent Entertainment, Killer Films, Open City Films, Salty Features, Sandcastle 5 Productions, Sanford/Pillsbury Productions, Talking Wall Pictures, Inc., and This is that corporation, are all makers of high quality independent films. Several of these filmmakers have films recently, currently or soon-to-be theatrically released, many of which are receiving exceptional critical acclaim and would be likely contenders in this season's awards if enough critics and awards-granting organizations and their members could view the films.

(a) Antidote International Films: Antidote International Films, a New York city based independent film production company incorporated under the laws of the state of New York, was founded in 2000 by producer Jeffrey Levy-Hinte. In 2001, Levy-Hinte was joined by producer Mary Jane Skalski. Since Antidote's inception, either Levy-Hinte or Skalski has produced Thirteen, directed by Catherine Hardwicke; Laurel Canyon, directed by Lisa Cholodenko; The Station Agent, directed by Tom McCarthy; The Jimmy Show, directed by Frank Whaley; Wendigo, directed by Larry Fessenden; and Limon, a documentary directed by Malachi Roth. They recently completed principal photography on Gregg Araki's Mysterious Skin.

Prior to 2000, Levy-Hinte produced High Art and edited the Academy-Award winning documentary When We Were Kings. Skalski's previous credits include The Myth of Fingerprints, the documentary Wonderland, The Brothers McMullen, Trick, and The Lifestyle.

Currently, Antidote is preparing the following films for production: The Hawk is Dying, with director Julian Goldberger, and Chain, with director Jem Cohen. Antidote is also planning a 2004 production of Larry Fessenden's The Last Winter. Currently, the company is developing projects with directors Steven Shainberg, Lisa Cholodenko, and Todd Louiso, as well as adapting Ray Mungo's memoir, Famous Long Ago.

(b) Elemental Films: Elemental Films was formed by Ross Katz, formerly of Good Machine. Elemental's production credits include Trick (producer), In the Bedroom, for which Katz was nominated for both an Academy Award and a Golden Globe, The Laramie Project (executive producer), which Katz produced with Ted Hope and Anne Carey of Plaintiff This is that corporation, and which was nominated for an Emmy award, and Lost in Translation (producer) which is currently in distribution and receiving favorable critical reviews.

(c) Head Quarter Pictures, Inc.: Head Quarter Pictures is an independent film production company incorporated under the laws of the state of New York and was founded by Susan A. Stover in 2000. Prior to founding Head Quarter Pictures, Stover practiced law in New York City and then went on to work as associate producer or producer for independent films such as Welcome to the Dollhouse, winner of the 1996 Grand Jury Prize at Sundance, High Art directed by Lisa Cholodenko, and Ode by Kelly Reichardt. Stover was awarded the Ralph Lauren Independent Spirit Producer Award in 1999 and received the Mark Silverman Fellowship in 1998, a grant awarded annually to one producer by the Sundance Film Institute. Stover's recent projects include Lisa Cholodenko's Laurel Canyon and Patrick Stettner's The Business of Strangers. Stover's projects in development include Mark Bomback's Disturbing the Peace, a film adaptation of Richard Yates' novel.

(d) Independent Digital Entertainment, Inc. (InDigEnt): InDigEnt is an independent film production company incorporated under the laws of the state of New York since 1999. InDigEnt is dedicated to exploratory digital cinema, drawing on established screenwriters, directors and actors. InDigEnt filmmakers agree within a framework of budgetary and technical limitations in exchange for an innovative financial structure -- the entire team share all revenue generated from the first dollar.

All InDigEnt films have stories that lend themselves to the special format, utilizing DV cameras, minimal lighting, small crews with high-end sound recording, picture sound editing, mix and digital effects. At the 2002 Sundance Film Festival, two films from InDigEnt were heavily applauded and awarded. Rebecca Miller's Personal Velocity won the Dramatic Grand Jury Prize and the Excellence in Cinematography Prize, and Gary Winick's Tadpole won the Dramatic Directing Award. Both films were then sold for distribution by United Artists and Miramax respectively.

InDigEnt has released many highly acclaimed films this year including Pieces of April directed by Peter Hedges (novelist and screenwriter of What's Eating Gilbert Grape) and released by United Artists, Kill the Poor produced by Lianne Halfon, John Malkovich, and Russell Smith, and November directed by Greg Harrison.

(e) Independent Entertainment, Inc.: Independent Entertainment is an independent film production company incorporated under the laws of the state of Florida and was founded by Scott Rosenfelt. Rosenfelt is one of Hollywood's most successful independent producers, with credits such as Home Alone, which is one of the highest grossing films of all time, and has generated over $1 billion worldwide. Teen Wolf, with Michael J. Fox, was the highest grossing independent film of 1985, and the critically acclaimed Mystic Pizza launched the career of Julia Roberts.

Other credits include Smoke Signals, Extremities, The Book of Stars and Getting to know you (with ShadowCatcher Entertainment, the company Rosenfelt co-founded in 1994). Smoke Signals, the second-highest grossing independent film of 1998, was the winner of the Audience Award and the Filmmakers Trophy at the 1998 Sundance Film Festival, and was distributed by Miramax.

With Outrider Pictures (co-founded by Rosenfelt in 2000), Rosenfelt helped acquire and distribute forty films, including American Adobo and Bartleby, with Crispin Glover. Outrider also released The Business of Fancydancing, which Rosenfelt also produced, and which premiered in the American Spectrum section of the 2002 Sundance Film Festival. The Business of Fancydancing was released theatrically in Los Angeles and New York City in 2002.

Most recently, Mr. Rosenfelt produced Final Draft, written and directed by Oren Goldman and Yariv Ozdoba. He is currently in post-production as either producer or executive producer on several films: Isla Bella, with Esai Morales, A. Martinez and Charlotte Ayanna; Evergreen, written and directed by Enid Zentelis; The Californians, written and directed by Jonathan Parker and starring Noah Wylie, Ileana Douglas, Keith Carradine and Cloris Leachman; and A Dog And His Boy, starting Joe Morton and Craig Ferguson.

(e) Killer Films, Inc.: Killer Films, Inc. was founded in 1996 by Christine Vachon and Pamela Koffler. Killer's first film was Cindy Sherman's Office Killer, distributed by Miramax International and Strand Releasing. Since then Killer has produced many highly acclaimed and award-winning films, such as Happiness (1998), with Lara Flynn Boyle, Boys Don't Cry (Fox Searchlight, 1999), with Hilary Swank (who received both an Academy Award and a Golden Globe for her performance), Todd Graff's Camp (IFC Films, 2003), Crime and Punishment In Suburbia (United Artists, 2000), One Hour Photo (Fox Searchlight, 2002), and Far From Heaven (2002), with Julianne Moore.

The Safety of Objects, with Glenn Close and Dermot Mulroney, was released by IFC Films in 2003. Currently in release is Party Monster, with Macauley Culkin and Seth Green. Sony Pictures Classics will be releasing Killer's The Company, the latest film by Robert Altman, starring Neve Campbell and Malcolm McDowell, in time for the holidays and awards consideration. Plaintiff Sandcastle 5 Productions, Robert Altman's independent film company, holds a production credit on that film also. Killer Films has a first-look development contract with MPAA signatory member Warner Brothers.

(f) Open City Films: Jason Kliot and Joana Vicente founded Open City Films as a New York-based production company dedicated to the discovery and advancement of independent visions in film. Since its inception in 1993, Open City has steadily built an industry wide reputation with such films as Tony Bui's, Three Seasons, which swept the awards at the 1999 Sundance Film Festival and was released by October Films; Kris Isaacson's Down to You, starring Freddie Prinze Jr. and released by Miramax Films; and Miguel Arteta's Chuck and Buck, which was produced through Open City's digital division Blow Up Pictures and was released by Artisan. Kliot and Vicente's other recent credits include Brandon Cole's directorial debut film, OK Garage, featuring John Turturro, Lili Taylor, and Will Patton; Amir Naderi's A, B, C. . .Manhattan, which was an official selection at the 1997 50th Anniversary International Cannes Film Festival, Stephen Winter's comedy-drama, Chocolate Babies (Berlin International Film Festival), Rea Tajiri's poetic ghost story, Strawberry Fields (Seattle International Film Festival), Jeff Lipsky's coming-of-age drama, Childhood's End, and David Maquiling's sly subversive slice of Americana, Too Much Sleep (South by Southwest International Film Festival, Avignon/New York Film Festival).

(g) Salty Features, LLC: Salty Features is an independent film production company based in New York and founded in January, 2003 by producing partners Eva Kolodner and Yael Melamede. Kolodner, formerly of Killer Films, produced the Academy Award-winning Boys Don't Cry. During her five years at Killer, Kolodner also worked on such independent film classics as Kids, I Shot Andy Warhol, Safe, Kiss Me Guido, Safe Men, and Happiness. In 2000, as head of production at Madstone Films, Kolodner produced Madstone's first feature, Rhinoceros Eyes, which won the prestigious Discovery Award at the 2003 Toronto Film Festival. Melamede, who began her career as an architect and moved into film production in 1996, has worked on Wayne Wang's The Center of the World, Paul Schrader's Forever Mine, and Paul Aster's Lulu on the Bridge. Melamede also co-produced the feature documentary My Architect, directed by Nathaniel Kahn, which is currently in release by New Yorker Films and is a finalist for a Feature Documentary Oscar nomination.

(h) Sandcastle 5 Productions: Sandcastle 5 is an independent film company incorporated in New York. Sandcastle 5 is the production company of director Robert Altman. Throughout his extraordinary career, Altman’s films have stretched the boundaries of the medium. His more than thirty features include M*A*S*H, McCabe and Mrs. Miller, Nashville, Three Women, The Player, and Short Cuts.

In 2001, Sandcastle 5 produced Altman’s acclaimed Gosford Park, nominated for seven Academy Awards, and the recipient of, among its other awards, the AFI, Golden Globe and New York Film Critics Circle Award for best director, and the SAG award for best acting ensemble. Altman has also produced, for director Alan Rudolf, Mrs. Parker and the Vicious Circle and Afterglow. This year, Sandcastle 5, with Plaintiff Killer Films, produced Altman’s The Company, starring Neve Campbell and Malcolm McDowell, to be released by Sony Pictures Classics on Christmas Day in the high season for Academy Awards consideration. Altman was also the founder of the successful independent film distribution company, Lion's Gate.

(i) Sanford/Pillsbury Productions: Midge Sanford and Sarah Pillsbury joined forces in 1982 to form Sanford-Pillsbury Productions, incorporated under the laws of the state of California. Their first production was Desperately Seeking Susan, with Rosanna Arquette and Madonna. River's Edge, with Dennis Hopper and Keanu Reeves, won the Independent Spirit Award for Best Feature Film. Other early credits include Eight Men Out, with John Cusack and Charlie Sheen, Love Field, for which Michelle Pfieffer was nominated for an Academy Award, and Immediate Family, with Glenn Close and James Woods.

In the 1990's, the company produced the Emmy Award-winning And the Band Played On, for Home Box Office (HBO) and had overall deals with Twentieth Century Fox and DreamWorks (along with its precursor company, Amblin) , where they produced films such as How To Make An American Quilt (distributed by Universal), with Anne Bancroft and Winona Ryder, and The Love Letter, with Kate Capshaw and Tom Selleck.

Currently Sanford/Pillsbury is developing several projects for both film and television, including Quid Pro Quo, a thriller written and to be directed by Carlos Brooks, which is currently planned to begin shooting in Spring 2004.

(j) Talking Wall Pictures, Inc.: Talking Wall Pictures is a New York based independent film production and development company that was founded in 1996 by director/producer John David Coles. The company's mission is to develop feature films with distinctive writers emerging from theatre, television and film. In January 2002, Jennifer Scanlon joined Talking Wall as Vice-President of Development.

Mr. Coles' first independent feature, Signs of Life (Avenue Pictures), starred Beau Bridges, Vincent D'Onofrio, and Mary Louise Parker. Subsequently, Mr. Coles has directed a number of critically-acclaimed films for television, including Darrow, starting Kevin Spacey, as well as numerous award-winning series, such as Sex and the City, West Wing and Wonderland, a critically-acclaimed series directed and co-executive produced by Coles in 2000.

(k) This is that corporation: Producer Ted Hope, together with partners Anthony Bergman and Anne Carey, runs the New York production company This is that corporation, which was formed out of the production and development departments of the former Good Machine. This is that's initial year in business will see the release of three films: the highly acclaimed 21 Grams (Focus Features, 2003), starring Naomi Watts, Sean Penn and Benicio Del Toro, Eternal Sunshine of the Spotless Mind (Focus Features, 2004), with Jim Carrey and Kate Winslet, and The Door in the Floor (Focus Features, 2003), with Jeff Bridges and Kim Basinger.

Prior to forming This is that, Hope, with Good Machine, produced American Splendor (Fine Line Features, 2003), which won the Grand Jury Prize at the 2003 Sundance Film Festival. Other credits include the Emmy nominated The Laramie Project (HBO Films, 2002), Storytelling (2001), on which Killer Films was also a producer, and Human Nature (Fine Line Features, 2001). Hope's production of Lovely & Amazing (Lion's Gate, 2001) netted six Spirit Award nominations. Hope was also executive producer of In the Bedroom, (on which GreeneStreet Films shares a production credit), which received five Academy Award nominations.

4. IFP/ Los Angeles and IFP/New York: IFP/Los Angeles (IFP/LA) and IFP/New York (IFP/NY) are the Los Angeles and New York chapters of the Independent Film Project (IFP), a not-for-profit service organization dedicated to providing resources, information and avenues of communication for its members: independent filmmakers, industry professionals and independent film enthusiasts. IFP is the leading resource for American independent filmmakers and has lobbied extensively with the MPAA regarding this marketing restriction on behalf of its 9,000 filmmaker and film industry members. IFP/LA and IFP/NY are challenging this ban on behalf of their independent filmmaker members and themselves, who are being and will be adversely impacted by the screener ban and other anticompetitive activities of the MPAA signatories. The protection of their members from illegitimate anticompetitive pressures is germane to IFP/LA and IFP/NY's purposes, and the organization is within the area of the economy suffering competitive harm from the Joint Screener Ban.

5. The MPAA: The MPAA is "the trade association of the American film industry," and claims to "serve as leader and advocate for major producers and distributors of entertainment programming for television, cable, home video and future delivery systems not yet imagined." It is governed by a board of directors composed of "the Chairmen and Presidents of the seven major producers and distributors of motion picture and television programs in the United States." The "signatory" members include the Walt Disney Company, Sony Pictures Entertainment, Inc., Metro-Goldwyn-Mayer, Inc., Paramount Pictures Corporation, Twentieth Century Fox Film Corp., Universal Studios, Inc., and Warner Bros., Inc.

(a) Metro-Goldwyn-Mayer, Inc.: Metro-Goldwyn-Mayer, Inc., through its subsidiary, Metro-Goldwyn-Mayer Studios, Inc., is "actively engaged in the worldwide production and distribution of entertainment product," through operating units MGM Pictures, MGM Television Entertainment, MGM Networks, MGM Distribution Co., MGM Worldwide Television Distribution, MGM Home Entertainment, MGM On Stage, MGM Consumer Products, MGM Music, MGM Interactive and MGM Online. Additionally, MGM has ownership interests in international television channels reaching nearly 100 countries worldwide. It is the home of the popular and valuable James Bond movie franchise, and holds the world's largest post-1948 film library, with approximately 4,000 movie titles and 10,200 television titles. Billionaire Kirk Kerkorian owns approximately two-thirds of MGM through a holding company called Tracinda, which also owns a majority of the MGM-Mirage casino and hotel operation. MGM's other subsidiary, UA Films (United Artists) is a specialty film division that produces and distributes films budgeted at less than $10 million.

(b) Paramount Pictures Corporation: Parent to Paramount Pictures, its commercial film arm (Mission: Impossible 2), and Paramount Classics, its specialty-films division (The Virgin Suicides), Paramount is only one of the media segments owned by Paramount's parent, media-megaconglomerate Viacom, Inc. Viacom also controls television interests (BET Holdings, Inc., Paramount Television Group, MTV Networks, Showtime Networks, Inc., and the CBS Television Network, which includes UPN as well), radio interests (industry-giant Infinity Broadcasting Corporation), publishing company Simon & Schuster, Inc., and approximately 80% of home-entertainment giant Blockbuster, Inc. Viacom is 68% owned by CEO Sumner Redstone's National Amusements theater chain, which owns more than 1400 screens in the United States, the United Kingdom, and Latin America through its Showcase and Multiplex Cinemas.

( c ) Sony Pictures Entertainment (Sony): Sony is the media/entertainment arm of Sony Corporation of America, the United States unit of Japanese electronics giant Sony Corp. The media-giant distributors of Spiderman fame include in their "principal operations" film assets (Sony Pictures Studios, Columbia TriStar Motion Picture Group, which includes Columbia Pictures, Sony Pictures Classic, and Screen Gems), television assets (Sony Pictures Television Group, Game Show Network), film tie-ins (Sony Pictures Consumer Products), and production and postproduction facilities (Sony Pictures Digital and Digital Studios Division).

(d) Twentieth Century Fox Film Corp.: The Fox Entertainment Group, Inc. counts among its subsidiaries and divisions Fox Filmed Entertainment ("FFE"), of which Twentieth Century Fox is the "commercial films" arm. FFE in turn runs Blue Sky Studios, Fox Searchlight Pictures (a specialty division that distributes independent films), and Twentieth Century Fox Film Corp. The Fox Entertainment Group also owns the Fox News Network, Fox Sports Networks (which includes in its holdings Madison Square Garden, the New York Knickerbockers, and the New York Rangers), the Los Angeles Dodgers, and Twentieth Century Fox Television. The Fox Entertainment Group's media mogul parent, Rupert Murdoch's The News Corporation, runs a vast media empire that includes HarperCollins Publishers, Inc., the NDS Group PLC (a top manufacturer of secure access systems for cable, pay-per-view and other digital media distribution), News America Marketing, News International PLC (publisher of four national newspapers in the United Kingdom), and STATS, Inc (a sports information and data analysis service).

(e) Universal Pictures: Universal, together with specialty film division Focus Features ("The Pianist"), make up the film arm of Vivendi Universal Entertainment ("VUE"), whose parent company, Vivendi Universal, also owns the Universal Music Group, Veolia Environment, Vivendi Universal Net S.A., and Viventures Partners S.A. VUE, which is currently being sold off by Vivendi Universal to General Electric's NBC subsidiaries to form "NBC-Universal," includes assets such as Sega GameWorks, LLC, Universal Parks & Resorts, Universal Pictures (which, in addition to Focus Features, also includes United International Pictures), and the Universal Television Group.

(f) Walt Disney Co.: Disney's film subsidiary, Walt Disney Studio Entertainment, includes Buena Vista Home Entertainment, Inc., Buena Vista Motion Picture Group, Miramax Film Corp., and Walt Disney Feature Animation. Imprints include both Touchstone Pictures and Hollywood Pictures. Disney also owns ABC, Inc., the ABC Radio Network, Disney Publishing Worldwide, Euro Disney S.C.A., Mammoth Records, the National Hockey League's Mighty Ducks of Anaheim, the Walt Disney Group, and of course Walt Disney Parks & Resorts. Miramax is the specialty film division of Disney Corp. and a distributor of independent films.

(g) Warner Brothers: Time-Warner is, according to its website, "the world's leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks, music and publishing." Warner Brothers Entertainment owns assets in feature film, television, home video/DVD, animation, comic books, interactive entertainment, product and brand licensing, international cinemas and broadcasting. Warner Brothers Pictures houses the Matrix, Harry Potter, and Scooby Doo franchises, and made over $100 million in U.S. box office receipts from Terminator 3: Rise of the Machines. Warner Independent Pictures, a specialty division launched in August 2003, is expected to release its initial film in Spring 2004. Warner intends for the division to produce or acquire up to ten films per year for domestic and/or worldwide release, with budgets up to $20 million. Warner Bros. Entertainment's holdings, aside from Warner Bros. Pictures and Independent Pictures, include the WB Television Network, Kids' WB!, Castle Rock Entertainment, Telepictures Productions, Warner Home Video, Warner Bros. Consumer Products, Warner Bros. International Cinemas, Warner Bros. Online, Warner Bros. Animation, Looney Tunes, Hanna-Barbara, DC Comics, and MAD Magazine. Parent company Time-Warner, of course, owns a far-broader assortment of media and entertainment properties, including America Online, the Time-Warner Book Group, Time Warner Interactive Video, Time, Inc., Time Warner Cable, Home Box Office (HBO), New Line Cinema, the Turner Broadcasting System, and the Warner Music Group. HBO has a film distribution division that finances independent films, and is currently honoring the MPAA ban, refusing to utilize Screeners to promote Plaintiff This is that corporation's American Splendor.

(h) DreamWorks SKG: DreamWorks is one of only two parties to the joint agreement to ban Screeners that is not a signatory member of the MPAA at this time. DreamWorks is a relative newcomer in the entertainment media mogul business. It was formed in 1994 by Steven Spielberg, former Disney executive Jeffrey Katzenburg, and recording industry mogul David Geffen. The company produces films (Catch Me If You Can,) television shows, and music, although there has been press stating that DreamWorks music is being sold to Vivendi-Universal's Universal Music Group.

(i) New Line Productions, Inc.: New Line, along with its specialty division, Fine Line Productions, are owned by Time-Warner's Turner Broadcasting arm. Turner acquired New Line in 1993, and Time-Warner acquired Turner in 1997. New Line Productions has produced several large blockbuster franchises in recent years, most notably the Lord of the Rings trilogy (the final third of which, The Return of the King, is to be released December 17, 2003) and the Austin Powers franchise.

6. The MPAA, among its other activities, developed a system of “ratings” whereby the dissemination of films is partially restricted based on the content of films based on the application of standards defined by the MPAA and its agents. Such ratings include G, PG, R and NC-17. This system of rating the contents of movies, which is widely enforced throughout the industry, further restricts the flow of information and impacts independent films and films outside of the MPAA member’s releases in a disparate fashion. The MPAA rating system, jointly agreed to by the MPAA members, also restrains trade in this market.

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