Mr. Robert Pittman
President
AMERICA ONLINE
22000 AOL Way
Dulles, VA 20166

June 10, 1997

Dear Mr. Pittman:

You may recall my standing up during the last business meeting of the Partner's Conference at Phoenix to ask a question about AOL's negotiation with Picture Network International to provide digital images from their web site for use on AOL. I suggested that our image database "Pictures of the World" on The Travel Channel could be a source of the needed pictures. The PNI deal included a guarantee of $20,000 a month from AOL. Your response was forthright and unequivocal. "AOL should turn to partners as vendors whenever possible." There was instant applause from the other partners.

What has happened (or failed to happen) in connection with our forum since the Partner's Conference is so shameful and deceptive that it borders on the unbelievable. Are you aware, for instance, that AOL has been guilty of extensive copyright violation of our pictures?

Our small forum has generated over a million dollars of income, entirely on connect-time. Our forum has shown tremendous growth and community spirit. We have painstakingly created a business plan for a clerk store, sponsorship and online advertising. While scores of forums, had already been closed down in the face of flat pricing, we were specifically asked to attend the Phoenix Conference and were scheduled to attend training for multimedia presentations in our forum. We had every reason to think that our forum would be continued. That it has abruptly been canceled, could be a blunder in management or it could be part of a more devious plan to replace us with a larger, more commercial, partner. We prefer to think it was the former.

Our computers have been all MacIntosh, but we recently invested thousands of dollars in a Windows work station to enhance our multimedia capability on AOL.

At the business meeting you asked who had been involved in the negotiations with PNI. Barry Schuler inferred that he was the one and suggested that we meet with his assistant in Vienna after our return. We finally managed to set up an appointment with John Colston approximately three weeks later. Mr. Colston was very unhelpful and did absolutely nothing to put us in touch with the appropriate person who had the responsibility for image acquisition. He also denied any knowledge of the PNI deal.

Eventually we tracked down the right person, John Williams, an attorney in San Mateo, CA. We turned the final negotiations over to our attorney in San Francisco to negotiate the details of our working agreement with John Williams. No final agreement has been reached, however.

Then, to our utter dismay, on May 23rd we were notified by phone that our forum was being closed down at the end of June. There was no warning. We had never met, or even spoken to, the two women who called us.

Mr. Pittman, it is our desire to continue working with AOL in a spirit of cooperation, as we have since May of 1994. But there have been a number -- at least 300 -- of outright copyright infringements of our pictures by AOL, images lifted right from our forum and used without our permission. For example, under keyword "contest" there is a small icon showing Steve Case and Ted Leonsis titled "the legal guys". When a user clicks on that icon our copyrighted picture of the Supreme Court is displayed and the users are warned about the importance of observing copyright. AOL failed to observe ours. In light of all that happened, we are determined, as our attorney outlined in a letter to George Vradenburg on June 9, to take legal action if AOL does not do the right thing. We would also consider joining forces with other Partners who feel they have been mistreated by AOL (and there have been many).

We know we have a popular forum with a strong sense of community with six community leaders. We are internationally recognized in our field. We have sponsors and advertisers lined up, ready to be involved in our forum. Enclosed you will find a color brochure (published at our own expense) which we printed to promote our forum to the travel and photography industries.

We respectfully ask you to reverse the unwise decision to close our forum. Otherwise AOL will pay the price, both monetarily and in the forum of public opinion. We are glad to discuss it with you directly if you wish to, or you may have your counsel call Karl Olson at (415) 433-4949.

Sincerely,

Carl Purcell
IP for Pictures of the World

cc: Karl Olson -- Levy, Ram  & Olson LLP