LAW OFFICES OF
                                                             JOHNSON & MISKEL                                       
                                                                                                          
                                                            2330 MARINSHIP WAY                             
                                                                                          
                                                       SUITE 230, MARINA OFFICIE PLAZA
                                                      SAUSALITO. CALIFORNIA 94965-2800                    


                                                             April 19,1999


                   VIA FAX: (916) 638-9914/ U.S. MAIL

                   Peter E. Glick, Esq.
                   Glick & Washburn
                   11335 Gold Express Drive, Ste. 135
                   Gold River, CA 95670

                   VIA FAX. (310) 457-1855/ U.S. MAIL

                   Matthew Katz
                   29903 Harvester Road
                   Malibu, CA 90265

                           Re:    Skip Spence

                   Dear Mr. Glick and Mr. Katz:

                           I received a telephone call from Mr. Katz this morning which I declined to take since he
                   is represented by Mr. Glick.  I have explained my reasons for that in my most recent letters to
                   you.  Mr. Katz'informed my secretary that he was calling for information regarding the death of
                   Mr. Spence and he wanted to attend any memorial services that would be held.  Through my
                   secretary, I informed Mr. Katz that I was sure that the Spence family would not welcome his
                   participation in such a service.  Mr. Katz stated that he intended to follow up on his request and
                   attend such a service whether the family liked it or not that he was a friend of Skip Spence's and
                   cared about Skip and Skip cared about him.

                           Earlier this afternoon I received a telephone call from Skip's son, Omar, who is the
                   administrator for the estate and spokesman for the Spence Family.  Omar was very angry and
                   upset because he had learned that Mr. Katz had contacted Marilyn Guzman, who is handling the
                   Spence trust account, pursuing information about where and when the memorial will be held.
                   Omar informed me that the family does not want Mr. Katz to attend the memorial and the family
                   would prefer that Mr. Katz not contact them-

                           Omar stated that he hopes that it will not be necessary for the family to pay for security to
                   protect them from Mr. Katz' attendance at the mernorial.  He also asked me whether I would be
                   willing to obtain a restraining order from the court to prevent his attendance at the memorial. I









                    Peter E. Glick, Esq.
                    Matthew Katz
                    April 19,1999
                    Page 2


                                                                                                             
                    told Omar that I would send this letter on behalf of the family requesting that Mr. Katz discon-
                    tinue his inquiries regarding the memorial service and asking him to providc his assurances that
                    he will not attend and that he, will not attempt to contact them.  It is fair to say that the Spence
                    family has very strong negative feelings about Mr. Katz and his role in Skip Spence's business
                    affairs.

                           I think that the Spence family has the right to their privacy and the right not to be
                    bothered by Mr. Katz if that is their wish, In the event that Mr, Katz persists in ignoring their
                    wishes, I will be forced to take appropriate legal action.  Under the circumstances, I hope that
                    such action will not be necessary and that Mr. Katz will leave the Spence family in peace.

                           Thanking you in advance for your anticipated cooperation, I am

                                                                  Very truly yours

                                                                 Glendon W. Miskel