Cooley ‘GODWARD KRONISH, Jotrey A, smith VIA EMAL JM@STANLEEVEDIA NET AND US. MAIL G30 Sabeae 20) 566-079 Jenta}@cooley.com ‘August 8, 2008 James Nesfialé 32 Goshen Road Engelnard, NC 27624 RE: I Re Bolland and Stan Lee Media, Inc., Case No. 07-CV-7536 (Denver Dist. Ct.) Dear Mr. Nesfield: Cooley Godward Kronish LLP represents Chris Belland and his interests in Stan Lee Media, Ine. ("SLM") in the above-teferenced matter. it has o come to Mr. Belland’s attention that you have been holding yourself out as a properly appointed President of SLMI to company counsel, courts in various Jurisdictions and you now have attempted to assign rights belonging to SLMI to another ently. In addition, you are now interfering with the engagement by SLNM of legal counsel by pretending to have some legal authority o direct the company. Mr. Belland considers your actions to be without legal force or effect. ‘As you know, the Colorado court entered an Order on June 27, 2008 barring you from ‘acting as @ director on SLMI. Any effort by you to act on behalf of SLI is in direct Violation of the Court's order and Ineffective under Colorado law. Similarly, the proposed Consent in Lieu of Meeting ("Consent") you purportedly submitted to lawyers for SLMI in New York, Colorado and California with instructions to file with the courts in those jurisdictions, which purports to ratify your actions as a director and officer of SLMI from 2008 through 2008, is of no legal force or ‘effect and provides no basis for you to act on behalf of SLM in any capacity whatsoever. ‘The Consent you drafted the week of July 7, and dated May 15, 2008, after reosiving notice of Judge Martinez’s June 27, 2008 Order barring you, your wife and Peter Blumen as directors of SLMI, which we understand was not signed by the directors prior to the Court's Order barring the directors from belng seated, not only has no legal force or effect, but could well be considered a fraud on the court. COLO. REV. STAT. § 7-108-202(2). Mr. Belland requests that you immediately cease undertaking or attempting to undertake any further actions on behalf of SLMI. Your actions are unauthorized and harmful to the interests of SLMI and its shareholders. Mr. Belland will take immediate legal action to protect his rights as a SLM! shareholder in the event you continue to act in any capacity on behall of the ‘company without legal authority, Very truly yours, Lee firey A. Smith 00208 #00 Ko NTERLOGKEN CRESCENT, SUE 900 BROCMFELD, CO BOLE02 TO HOD F: Tm) ee sOP? WHI. COOLEY. COM