Martin Garbus, Esq. (MG 6261)

Edward Hernstadt, Esq. (EH 9569)

FRANKFURT, GARBUS, KLEIN & SELZ, P.C.

488 Madison Avenue

New York, New York 10022

(212) 826-5582

Attorneys for Defendant Eric Corley a/k/a

EMMANUEL GOLDSTEIN

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

UNIVERSAL CITY STUDIOS, INC., PARAMOUNT PICTURES CORPORATION,. METRO-GOLDWYN-MAYER STUDIOS INC., TRISTAR PICTURES, INC., COLUMBIA PICTURES INDUSTRIES, INC., TIME WARNER ENTERTAINMENT CO., L.P., DISNEY ENTERPRISES, INC., and TWENTIETH CENTURY FOX FILM CORPORATION,

Plaintiffs,

- against -

ERIC CORLEY a/k/a "EMMANUEL GOLDSTEIN" and 2600 ENTERPRISES, INC.

Defendants

00 Civ. 0277 (LAK)

ORDER TO SHOW CAUSE TO DISMISS COMPLAINT PURSUANT TO RULE 37 OF THE FEDERAL RULES OF CIVIL PROCEDURE,

AND FOR AN ORDER PURSUANT TO RULE 65 REQUIRING PLAINTIFF TO POST A FURTHER SECURITY BOND IN AN APPROPRIATE AMOUNT TO BE SET BY THE COURT

Upon the affidavit of Martin Garbus dated May 8, 2000, the exhibits annexed thereto, the defendants previously submitted documents and affidavits in opposition to the plaintiffs' Motion to expand the prior restraint and in support of defendants' cross-motion to vacate the original prior restraint; the transcript of the two hearing before this Court, the first granting the preliminary injunction on January 20, 2000 (Memorandum Opinion at 82 F.Supp 2d 21); on plaintiffs' application for a stay on Tuesday, May 2, 2000; on the disqualification motion; and on the other documents submitted previous hereto, including Defendants' Memorandum of Law in Support of the Motion to Vacate; and sufficient cause appearing therefrom, it is hereby

ORDERED that Plaintiffs show cause, before the Honorable Judge Lewis A. Kaplan, at the United States District Court, for the Southern District of New York, Room 120 of the United States Courthouse, 500 Pearl Street, New York, New York, on May __, 2000 at ____a.m. or as soon there after as counsel can be heard why an order requiring that the plaintiffs post an appropriate bond pursuant to Rule 65 of the Federal Rules of Civil Procedure should not be entered, and it is further

ORDERED, that Plaintiff show cause why an order to, pursuant to Rule 37 of the Federal Rules of Civil Procedure, should not be entered that: (1) dismissing the complaint; (2) immediately determining defendants' and plaintiffs' present motions on the basis of the record now before the Court; or (3) vacating the Order of January 20, 2000 and Decision of February 3, 2000; or (4) requiring plaintiffs to comply immediately with discovery on the dates and times set forth in defendants' notice of depositions; (5) imposing appropriate sanctions fees and costs; and (6) granting such other relief as to this Court deems just and proper, and it is further

ORDERED, that the parties serve any papers in opposition to this motion by hand to Martin Garbus, of Frankfurt Garbus Klein & Selz, at the defendant attorneys' office on or before ___ o'clock on May ____, 2000, and it is further

ORDERED, that service a copy of this order, and the papers annexed hereto to Leon Gold, Esq. At Proskauer Rose, LLP, 1585 Broadway, New York, New York be made on or before ___ o'clock on May ___, 2000

Dated: New York, New York

May 8, 2000

Respectfully submitted,

FRANKFURT GARBUS KLEIN & SELZ

By: ___________________________________

Martin Garbus

Attorneys for Defendant Eric Corley a/k/a

EMMANUEL GOLDSTEIN