SAN FRANCISCO SOUND
                                                     MATTHEW KATZ PRODUCTIONS
                                                        29903 Harvester Rd.
                                                         Malibu, CA. 90265
                                                   (310) 457-4844 FAX (310) 457-1855
                                                        email sfsounds@aol.com

                     VIA FACSIMILE AND U.S. POST
                     January 13, 1998

                     Glendon Miskel, Esq.
                     JOHNSON & MISKEL
                     2330 Marinship Way
                     Suite 230
                     Sausalito, CA 94965-2800

                     Re:    Alexander Spence Royalties
                     Dear Glendon:

                     This is in response to your facsimile dated January 10, 1998.

                     First, I was completely unaware of the guardianship and did not know who to pay royalties to Oil
                     behalf of Skip.  I made many attempts to locate Skip's family, including his mother, and no one,
                     including attorneys, has been willing to give me any assistance with information that would
                     enable me to communicate with them.  To this date, I do not know how to do that.  Thank you for
                     providing me with the information that the guardianship is in Santa Clara County. I can't
                     understand why, when I asked you for this in the past, you said it was privileged information.

                     Since my 1990 settlement with BMG, I have been trying to get BMG to provide me with
                     publishing statements so that I could disburse royalties to the artists.  I recently sued BMG Cot-
                     non-payment of producer royalties and, in this lawsuit, I requested publishing statements.  In my
                     complaint, I stated that BMG's unwillingness to provide publishing statements would cause me
                     problems with the writers.  I still have not received publishing statements from BMG to this day
                     and I am curious as to how you managed to obtain this information.

                     As a result of the 1990 settlement, I received publishing royalties without a statement and I was
                     tinable to dispute this figure unless I went forward with the case and prevailed.

                     Given my lack of knowledge of the guardianship, and my persistent efforts to obtain publishing
                     statements from BMG I do not feel I am responsible for any interest on outstanding royalties.

                   Also, I am not happy that their complaint against Rubinson and Clainos involved me and the
                   legal costs have exceeded $50,000.  Going forward to trial de novo will probably result in
                   another $50,000.

                   In addition, I put Moby Grape back out on the road in very respectable performances, San Jose
                   State, Marin County Civic Auditorium, and Moscone Center, at a cost in excess of $40,000 on
                   each occasion.  I cut two albums, one with the group called the Heart Album, and the other with
                   Bob Mosley called Mosley Grape.  I paid them wages of $350 per week, provided them with
                   hotel accommodations, fed them in the finest of restaurants, paid their airfare and automobile
                   transportation and informed them that if they continued to perform under my direction, none of
                   these expenses would be charged back to them, and if they did not continue, these expenses
                   would be charged against any earnings.  Not only have they not helped to promote the sale of
                   these albums, but to the contrary, they have done everything they can to bad rap me and my
                   company.

                   If there is any settlement between us, this behavior must change. They must make statements
                   to the media that I am not the person responsible for their failures, to the                                
                   contrary, I have tried to keep Moby Grape alive and have given them the opportunity to be some
                   of the players in Moby Grape.

                   San Francisco Sound will continue to promote music under the name Moby Grape.  If I put out
                   any additional Moby Grape product it will be based on my selection of songs and musicians as
                   was done on the Heart Album and the Mosley Grape album.  I will, as always, value creative
                   input from anyone involved in the making of the music.  I have never stood in the way of any Of
                   these musicians and I have never suggested that they couldn't say they were in Moby Grape.  I
                   wish them all well.  I have gone to listen to the Jerry Miller Blues Band several times and So has
                   my family and it is always very friendly and I wish Jerry Miller the success he deserves, but I do
                   not want him going out as Moby Grape unless it is under my direction.

                     Respectfully


                     Matthew Katz