"The Letter"

                           MANATT, PHELPS & PHILLIPS
                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                               ATTORNEYS AT LAW

 MARK S. LEE     11355 WEST OLYMPIC BOULEVARD     1501 M STREET N.W., SUITE 700
 DIRECT DIAL  LOS ANGELES, CALIFORNIA 90064-1614   WASHINGTON, D.C. 20005-1702
(310)312-4128      TELEPHONE (310) 312-4000          TELEPHONE (202) 463-4300
                         FAX (310) 312-4224                FAX (202) 463-4394

                                              33 MUSIC SQUARE WEST, SUITE 106-B
File No.             November 10, 1994          NASHVILLE, TENESSEE 37203-3226
10253-001                                            TELEPHONE (615) 259-1240
                                                           FAX (615) 259-1289


SENT BY AIRBORNE EXPRESS

        Re: Your Creation of Infringing "Cyber Graceland Tour"

Dear Ms. Berman:

        This letter is sent to demand that you immediately withdraw the

"Cyber Graceland Tour" presently featured on the "Elvis Home Page" you
administer on the Internet.

        This office represents Elvis Presley Enterprises, Inc. ("EPE"). "EPE
is the assignee of state and federal trademarks, service marks, copyrights,
and indentification [publicity] rights of the estate of Elvis Presley..."
Elvis Presley Enterprises, Inc. vs. Elvisly Yours, Inc., 936 F.2d 889, 892
(6th Cir. 1991).

        It has just come to EPE's attention that you administer an "Elvis Home
Page" on the Internet at HTTP://sunsite.unc.edu/Elvis/elvishom.html, and that
said home page includes what is advertised as a "Cyber Graceland Tour"
consisting of sound clips of songs made famous by Elvis Presley and
approximately 12 photographs of Graceland that were copied from postcards
and/or brochures created and copyrighted by EPE. We also note that both the
sound and graphics are of low quality.

        Your creation of the "Cyber Graceland Tour" with the above-described
images and songs infringes EPE's rights in numerous ways, including but not
limited to the following:

        (1) It infringed EPE's exclusive right to copy, distribute, and create
derivatives of its copyrighted images of Graceland in violation of 17 U.S.C.
Section 101 et seq.;

        (2) It infringes EPE's copyrights in the music used in the tour in
violation of 17 U.S.C. Section 101 et seq;

        (3) It engages of unfair competition in violation of 15 U.S.C. Section
1125 and state law, in that, inter alia, it improperly infringes on EPE's
proprietary rights to create a supposed "tour" of Graceland that will lessen
the demand for an authorized electronic Graceland tour by either satisfying
the demand of potential consumers for such a tour or alienating potential
consumers by providing them with an inferior, low quality product.

        (4) It infringes EPE's publicity rights in the name, voice, and
likeness of Elvis Presley under state law.

        We have noted the disclaimers in the Elvis Home Page, as well as your
claim that you do not "intend" the Graceland Tour to infringe EPE's rights.
Please be advised that said disclaimers do not excuse the above-described
infringements of EPE's rights.

        On behalf of EPE we demand that you immediately withdraw the "Cyber
Graceland Tour" from the Elvis Home Page on the Internet, and that you agree
in writing: 1) that you will not in the future reproduce or make publicly
available the Cyber Graceland Tour or any portion thereof by computer
database or otherwise, and 2) that you will engage in no further actions
that infringe EPE's rights. Please be advised that if the Cyber Graceland
Tour is not removed from the Internet, and if we do not receive the above-
described written confirmation, within 7 days of the date of this letter, EPE
will have no choice but to exercise its rights under the law to their fullest
extent.

                                       Very truly yours,

                                       Mark S. Lee

MSL:vmt

N:\INTERNET\BERMAN.119                                            11/10/94

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