INTRODUCTION COMPLAINT

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2 Plaintiffs Harold Brown, Lee Oskar Levitin, Howard Scott, and Morris Dickerson (collectively, "Plaintiffs") hereby complain and allege as follows: INTRODUCTION 1. Plaintiffs Brown, Dickerson, Levitin, and Scott are the founding, original members of the 1970s musical performing and recording group WAR (the Original War ) and the songwriters, recording artists, and original performers of legendary musical hits, including Why Can't We Be Friends?, The World Is a Ghetto, Cisco Kid, and Low Rider. The Original War, which included Plaintiffs, Defendant LeRoy Lonnie Jordan ( Jordan ), and two other members who are deceased, wrote and recorded musical compositions that have sold tens of millions of records worldwide, was nominated for several Grammy awards, and, in 2009, was nominated for entrance into the Rock and Roll Hall of Fame. 2. Based upon a series of questionable transactions and various adverse and controversial court rulings over the past three decades, the trademark WAR is owned by Defendant Far Out Productions, Inc. ( Far Out Productions ). 3. Pursuant to these same transactions, Defendants Gerald Goldstein, Far Out Music, Inc., Far Out Productions, Inc., Far Out Management, Ltd., Jerry Goldstein Music, Inc., TMC Music, Inc., Audio Visual Entertainment, Inc. dba Avenue Records, and/or Far Out Holdings, Inc. (collectively the Goldstein Defendants ), were obligated to pay certain royalties to Plaintiffs in exchange for ownership of the Plaintiffs shares of the copyrights in the songs and sound recordings that Plaintiffs created while they were members of the Original War. 4. Far Out Productions has authorized one original member of the Original War, Defendant Lonnie Jordan, together with several side musicians, to record and perform live as a musical group under the trade name WAR (the New War ). The New War is currently scheduled to perform at major venues, including the Greek Theater in Los Angeles, in the month of May 2009 and throughout the summer of COMPLAINT

3 Plaintiffs founded and presently perform as the musical group Low Rider ( Low Rider ) which records and performs music and is in direct competition with the New War in and around the Los Angeles area and elsewhere. 6. In the three years last past and earlier, the Goldstein Defendants and Defendant Jordan have been and continue to unfairly trade on the goodwill and reputations of Plaintiffs and their contributions as members of the Original War by, inter alia: (1) falsely trading on Plaintiffs' names, likenesses, reputations, and the goodwill of the Original War by advertising to potential concertgoers and the record buying public as if the New War is the Original War, when, in fact, it is a pale imitation of the legendary Original War; (2) falsely representing to potential concertgoers and the record buying public that Plaintiffs endorse the New War; and (3) obtaining another controversial Court ruling in California Superior Court in 2008 that the Goldstein Defendants no longer have any contractual obligation to pay Plaintiffs their share of the millions of dollars of royalties that the Goldstein Defendants own royalty statements demonstrate is owed to Plaintiffs from the sales and licensing of the songs and recordings of the Original War. 7. Plaintiffs bring this action to stop the Goldstein Defendants and Defendant Jordan (the New War Defendants ) from continuing their fraudulent misrepresentations to the public that the New War is the Original War in connection with the marketing and promotion of the New War on the New War s website, (the New War Website ), as well as the marketing of their live concert tours. These false representations have already caused considerable consumer confusion and have resulted in complaints being directed to Plaintiffs from individuals who went to see a concert expecting to see the Original War and instead saw a concert performed by the New War. The New War Defendants actions have been in bad faith and with full knowledge and awareness of Plaintiffs rights. 8. In addition, Plaintiffs bring this action for a declaration that pursuant to the ruling of the Los Angeles Superior Court last year sustaining the Goldstein Defendants' demurrer on the grounds that all contractual obligations to pay royalties to Plaintiffs expired 3 COMPLAINT

4 (the Ruling ): (1) Plaintiffs' grant to the Goldstein Defendants of copyrights in the sound recordings and musical compositions, which they wrote and recorded and which triggered those contractual royalty obligations, have also expired; and (2) upon such expiration, Plaintiffs are the owners of all such copyrighted sound recordings and musical compositions, and the Goldstein Defendants have no further right to exploit any of the compositions or musical recordings governed by the expired contracts. PARTIES 9. Plaintiff Harold Brown is an individual, currently residing in Los Angeles County, California. 10. Plaintiff Morris Dickerson is an individual and a resident of Los Angeles County, California. Washington. 11. Plaintiff Lee Oskar Levitin is an individual and a resident of Redmond, 12. Plaintiff Howard Scott is an individual and a resident of Arlington, Texas. 13. Plaintiffs Brown, Dickerson, Levitin, and Scott are the founding, original members performing in the Original War, the authors and original performers of legendary musical hits, including Why Can't We Be Friends?, The World is Ghetto, Cisco Kid, and Low Rider, and the only members of the Low Rider Band. At various times relevant to this action, each of Plaintiffs was a resident of Los Angeles County, and/or the relevant contracts were entered into in Los Angeles County or with other residents of Los Angeles County, or operative events occurred in Los Angeles County. 14. Defendant Gerald ("Jerry") Goldstein ("Goldstein") is an individual. Plaintiffs are informed and believe and based thereon allege that Goldstein is a resident of Los Angeles County. 15. Plaintiffs are informed and believe and based thereon allege that Defendant Far Out Music, Inc. ("Far Out Music") is a California corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Far Out Music is in the business of music publishing, i.e., exploiting 4 COMPLAINT

5 musical compositions. Plaintiffs are informed and believe that Far Out Music has been suspended since Plaintiffs are informed and believe and based thereon allege that Defendant Far Out Productions, Inc. ("Far Out Productions") is a California corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Far Out Productions is a record label, i.e., in the business of owning and exploiting musical recordings. 17. Plaintiffs are informed and believe and based thereon allege that Defendant Far Out Management, Ltd. ("Far Out Management") is a California corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Far Out Management is an artist management company. Plaintiffs are informed and believe that Far Out Music has been suspended since Plaintiffs are informed and believe and based thereon allege that Defendant Jerry Goldstein Music, Inc. ("Jerry Goldstein Music") is a California corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Jerry Goldstein Music purports to be a record label and music publisher. 19. Plaintiffs are informed and believe and based thereon allege that Defendant TMC Music, Inc. ("TMC") is a Delaware corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that TMC is in the business of music publishing and is (or claims to be) a successor-in-interest to some or all of Far Out Music's rights and interests as they pertain to Plaintiffs. 20. Plaintiffs are informed and believe and based thereon allege that Defendant Audio Visual Entertainment, Inc. (dba Avenue Records) ("Avenue") is a California corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Avenue purports to be a record label 5 COMPLAINT

6 and is (or claims to be) a successor-in-interest to some or all of Far Out Productions' (or Jerry Goldstein Music's) rights and interests as they pertain to Plaintiffs. 21. Far Out Music, Far Out Productions, Far Out Management, Jerry Goldstein Music, TMC, and Avenue are hereinafter referred to as to the "Goldstein Entities." 22. Plaintiffs are informed and believe and based thereon allege that Defendant Far Out Holding Corporation ("Far Out Holdings") is a Delaware corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Far Out Holdings is a shell through which Goldstein owns, manages, and/or controls the Goldstein Entities. Goldstein, Far Out Holdings, and the Goldstein Entities are collectively referred to as the "Goldstein Defendants." 23. Defendant LeRoy Lonnie Jordan ("Jordan") is an individual. Plaintiffs are informed and believe and based thereon allege that Jordan is a resident of Los Angeles County. The Goldstein Defendants and Jordan are collectively referred to as the "New War Defendants." 24. Plaintiffs are informed and believe and based thereon allege that there is a substantial unity of interest between and among Goldstein and the Goldstein Entities in that, among other reasons, Goldstein is a substantial shareholder of each of the entities and/or Goldstein is a substantial shareholder in an entity which, in turn, owns one of the other Goldstein Entities. Plaintiffs are further informed and believe and based thereon allege that Goldstein exercises complete control over and dominates each of the Goldstein Entities in all substantive matters, including, but not limited to, the hiring of its officers, the ultimate authority to enter into contracts, the ultimate authority concerning the direction and strategy of litigation, and the control over the distribution and disbursement of assets. Plaintiffs are further informed and believe and based thereon allege that Goldstein holds himself out as the equivalent of each of the Goldstein Entities. 25. Plaintiffs are informed and believes and based thereon allege that Goldstein exerts, and at all times relevant hereto has exerted, such dominion and control over the Goldstein Entities, and so combined the business and operations of the Goldstein Entities, 6 COMPLAINT

7 individually and collectively, that Goldstein and the Goldstein Entities are alter egos of each other in relation to the matters alleged herein and in all matters of business. 26. Plaintiffs are further informed and believe and based thereon allege that there exists, and at all times herein mentioned there existed, a unity of interest and ownership between Goldstein and the Goldstein Entities, such that any individuality or separateness between Goldstein, on the one hand, and the Goldstein Entities, on the other hand, as well as between and among the Goldstein Entities, ceased and that they should all be considered the alter egos of each other. 27. Plaintiffs are informed and believe and thereon allege that adherence to the fiction of the separate existence of the Goldstein Entities as distinct from Goldstein would sanction fraud, permit an abuse of the corporate privilege, and would promote injustice, and unless judgment in this action includes all of the Defendants named herein, Plaintiffs may not be able to enforce the claims and rights referred to herein and obtain satisfaction of judgment. 28. Plaintiffs are informed and believe and based thereon allege that Defendant Rhino Entertainment Company ( Rhino ) is a Delaware corporation with its principal offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Rhino has collected and is holding monies that are payable to the Goldstein Defendants in connection with sound recordings and/or compositions of the Original War. 29. Plaintiffs are informed and believe and based thereon allege that Defendant The Harry Fox Agency ( Harry Fox ) is a New York corporation with offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Harry Fox has collected and is holding monies that are payable to the Goldstein Defendants in connection with sound recordings and/or compositions of the Original War. 30. Plaintiffs are informed and believe and based thereon allege that Defendant ASCAP Enterprises, LLC ( ASCAP ) is a New York corporation with offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege 7 COMPLAINT

8 that ASCAP has collected and is holding monies that are payable to the Goldstein Defendants in connection with sound recordings and/or compositions of the Original War. 31. Plaintiffs are informed and believe and based thereon allege that Defendant Universal Music Publishing, Inc. ( Universal Publishing ) is a Delaware corporation with offices located in Los Angeles County. Plaintiffs are further informed and believe and based thereon allege that Universal Publishing has collected and is holding monies that are payable to the Goldstein Defendants in connection with sound recordings and/or compositions of the Original War. Defendants Rhino, Harry Fox, ASCAP, and Universal Publishing are herein referred to as the Escrow Defendants. JURISDICTION AND VENUE 32. This is an action for false advertising and false endorsement under Section 43 of the Lanham Act, 15 U.S.C. 1125, as well as related claims for statutory and common law misappropriation of rights of personality and other claims under California state law. This Court has subject-matter jurisdiction over the claims under the Lanham Act pursuant to 15 U.S.C and 28 U.S.C. 1331, 1338(a), 1338(b), 1367, and under principles of pendent jurisdiction. 33. This Court has personal jurisdiction over Defendants, in that Defendants have substantial contacts with and may be found within this District. Further, this Court s exercise of personal jurisdiction over Defendants comports with the United States Constitution and the long-arm statute of the State of California. 34. Venue is proper in this district pursuant to 28 U.S.C. 1391(b) and (c) because, among other things, Plaintiffs are informed and believe and based thereon allege that Defendants conduct substantial business within the District. Plaintiffs are further informed and believe and based thereon allege that Defendants operate the New War website, through which they intentionally and purposefully direct commercial activity to residents of the State of California, including residents of this District COMPLAINT

9 DEFENDANTS FALSE ADVERTISING AND FALSE ENDORSMENT 35. The New War and Low Rider compete in the market for musical performing and recording acts, including, but not limited to, the sale of sound recordings and live performances. 36. Consumers of concert tickets and record buyers make their concert-going and record purchasing decisions, at least in part, due to the express descriptions of the musical group found in trade journals, magazines, promotional materials, and on the Internet, including at the group s website(s). 37. Statements concerning the past and current membership in a musical group are material because consumers purchase records or concert tickets with great expectations as to who will be performing, the degree to which the performance will be recognizable in the quality of the sound and performances, and, particularly with respect to nostalgia groups like the Original War, who were famous more than thirty years ago, the degree to which the performance or recording will be identical to that which the consumers experienced in years past. 38. In particular, consumers of sound recordings and concertgoers rely on statements made concerning the membership in a musical group in making their purchase decisions. 39. The Goldstein Defendants and Jordan have made and continue to make false and/or misleading statements in commerce concerning the membership in the New War, which imply that the New War is the Original War, when it is not. Attached as Exhibits B through J hereto and incorporated herein by this reference are several examples of such false and misleading advertising: (a) the home page of the New War s Website states: War has just been nominated for induction into the 2009 Rock and Roll Hall of Fame. War recorded a sold-out performance at The Grove in Anaheim, California. Now with their first release in 14 years, titled Greatest Hits Live, these three 9 COMPLAINT

10 (b) (c) (d) definitive sets will ensure the band s continuing status as part of the collective consciousness of American popular culture. (Exhibit A); an advertisement for the New War s May 23, 2009 concert at the Greek Theater states: "WAR has sold nearly 50 million records. Their recent offering Greatest Hits Live is their first release in 14 years. (Exhibit B); a recent press release for the New War s live recordings of the Original War s Greatest Hits (the New War Live ) states: Next year will mark the critically acclaimed band s fortieth year.... Jordan remarks The performance in this package shows that War is still going strong. We ve never broken up, he says. We now have several generations of fans and we re very proud of that. (Exhibit C); The Rhino website, touting New War Live, as of May 4, 2009, states: War fans rejoice! The legendary band s first new release in 14 years has officially invaded. [T]he band returns with its GREATEST HITS LIVE, recorded last year during a sold-out show at Anaheim s The Grove.... Keep in mind, they ve sold over 50 million records and have already racked up ten Top 10 singles and eight Top 20 albums. It s no surprise that War has been nominated for induction into the 2009 Rock and Roll Hall of Fame. (Exhibit D); (e) a one-sheet marketing flyer for the New War Live album refers to the 2009 nomination of War to the Rock and Roll Hall of Fame (Exhibit E), when, in fact, the nomination rules limit the nomination to the Original War; (f) The press release for Live At The Grove, which Plaintiffs obtained from the American Public television website at stated, among other things: Get Your Groove On With One of the 70 s Funkiest Bands in WAR.... The legendary multi-platinum band War defined early-70 s popular music.... Led by iconic lead singer/songwriter Lonnie Jordan, 2009 marks War s 40 th Anniversary and the band, which is still touring and 10 COMPLAINT

11 (g) (h) (i) (j) recording, was recently nominated for induction into the Rock and Roll Hall of Fame. (Exhibit F); a biography on the New War website states: More than 30 years after they first appeared on a Los Angeles stage, WAR can still deliver the word. [A reference to one of the original records.] The multi-platinum performers came to Rhino recently to celebrate the release of the new THE VERY BEST OF WAR a collection on Avenue/Rhino Records.... the [rhythm section of the New War] launched into an extended groove... for one of the band s biggest hits, The Cisco Kid. (Exhibit G); a history of the New War on the New War Website describes the history of WAR and its songs and recordings but makes no mention of the fact that there is a difference between the Original War and New War, thereby misleading the public that they are one and the same. (Exhibit H); a statement on the New War s myspace page, and on a website owned by the Goldstein Defendants, touts a supposed reunion concert at England s Royal Albert Hall last year between Eric Burdon and WAR (Burdon played with the Original War over three decades ago) when the only persons involved in the "reunion" were Burdon, Jordan, and the New War. (Exhibit I); and, a statement on promoting New War's upcoming concerts implying that Original War founding members Howard Scott, Harold Brown, and Morris Dickerson are in members of the New War. (Exhibit J). 40. The statements set forth above, which are contained in Exhibits B through J, are either entirely false or seriously misleading, in part because of their repeated misuses of pronouns and references -- interchangeably referring to the New War and the Original War as WAR, -- as if the current band is a mere continuation with the same members. 11 COMPLAINT

12 The Goldstein Defendants and Jordan have (i) authorized promoters of the New War s concerts, including the May 2009 concert at the Greek Theater, to use the Original War s sound recording of their legendary hit Low Rider in advertisements for the New War concerts; and (ii) in at least one instance, authorized the producers of Regis and Kelly on ABC Television Network to use archival footage of the Original War to promote an upcoming appearance by the New War on their show, both of which create the false impression to consumers that the Original War is appearing instead of the New War. 42. The Goldstein Defendants and Jordan have, without permission, used old photographs of members of the Original War to promote live appearances and recordings of the New War. Attached as Exhibits K through O hereto and incorporated herein by this reference are several examples of the unlawful and improper use of old photographs in this unlawful manner: (a) (b) (c) (d) A photograph of the Original War in an advertisement for the New War Live album (Exhibit K); A photograph of the Original War in an advertisement for the New War s concerts at the LA County Fairgrounds in September 2008 (Exhibit L) and the Madera District Fair in September 2008 (Exhibit M); A photograph of the Original War in an advertisement for the New War s concert at Summerfest Grounds, Milwaukee, in August 2008 (Exhibit N); and A photograph of the Original War in an announcement of a concert by the New War at the Warner Grand Theatre in 2008 (Exhibit O). 43. Statements made by the Goldstein Defendants, Jordan, and the sidemen in the New War concerning the membership in the New War, which imply that the New War is the Original War, are materially false and misleading and constitute false advertising. 44. The use of the old photographs falsely and misleadingly implies that the New War is the Original War and violates Plaintiffs right to control and be compensated for the use of their likenesses. 12 COMPLAINT

13 The statements made by the Goldstein Defendants, Jordan, and the members of the New War, which imply that Plaintiffs are members of the New War, and the use of old pictures of members of the Original War to promote the New War, also constitute a false and misleading endorsement of New War by Plaintiffs in violation of the Lanham Act. THE 2007 ACTION AND THE RULING 46. The Goldstein Defendants have failed to pay to Plaintiffs the millions of dollars in sound recording and musical composition royalties reported to Plaintiffs by the Goldstein Defendants. 47. On May 16, 2007, Plaintiffs filed an action in the Los Angeles Superior Court against the Goldstein Defendants on the grounds that they were informed and believed that the Goldstein Defendants had failed to properly account for and pay to Plaintiffs monies due under various agreements entered into by and among Plaintiffs and various Goldstein entities in 1970, 1972, 1974, 1975, 1979, and 1987 (the 2007 Action ). Plaintiffs asserted breach of contract claims on the various agreements based upon the Goldstein Defendants' failure to account and pay royalties as provided by the various agreements, claims for breach of fiduciary duty, constructive fraud, rescission, unjust enrichment, and accounting. 48. During the terms of these various contracts (i.e., during such times as Plaintiffs were obligated to deliver musical compositions and render active services in creating sound recordings for the Goldstein Defendants), Plaintiffs delivered the musical compositions (the "Compositions") and the sound recordings for each of the Compositions (the "Recordings"), identified, to the best of Plaintiffs ability, on Exhibit P. Plaintiffs are informed and believe, and based thereon allege, that various Goldstein Entities filed copyright registrations for the compositions and sound recordings, identifying themselves either as the claimant (of a work for hire) or as the assignee pursuant to the various agreements. The Goldstein Entities have acted as the sole and exclusive administrator of the compositions from inception, channeling all monies paid by third parties, including, without limitation, the Escrow Defendants, for use of the compositions or the exploitation 13 COMPLAINT

14 of the sound recordings (excluding performance royalties paid through ASCAP directly to Plaintiffs as their "writers' share"), through the Goldstein Entities. 49. In the 2007 Action, the Goldstein Defendants filed serial demurrers culminating with their demurrers to the Second Amended Complaint filed on or about July 1, 2008, in which the Goldstein Defendants, among other things, argued that "the express terms of the [contracts] unambiguously show that the agreements have expired... [and that Plaintiffs could not] ignore the express [termination] of the agreement[s]... [and] proceed with their lawsuit". Thus, the Goldstein Defendants argued that Plaintiffs could not sue for breach of contract (or any theory based thereon) for the failure of the Goldstein Defendants to account to and pay monies due to Plaintiffs because those contracts had expired. 50. The Goldstein Defendants' argument that the termination of the Term of a recording or songwriters agreement terminates anything more than the composer s or performer s obligation to write or record songs under the agreement was intellectually dishonest, fallacious, and misleading. Plaintiffs argued that although the Term for rendering services under these agreements expired, the contractual obligation to account for and pay royalties for songs and recordings created during the Term survived for the term of the copyright. 51. The Court in the 2007 Action accepted the Goldstein Defendants' argument and dismissed the breach of contract causes of action, expressly ruling that since the contracts had express provisions setting forth limited "terms" that had expired (i.e. Plaintiffs' contractual obligations to render services had terminated), Plaintiffs could not maintain breach of contract actions as to the Goldstein Defendants' contractual obligations to account for and pay royalties for their continuing exploitation, but only had a so-called and undefined right to equitable accountings (the Ruling ). 52. Because Plaintiffs contractual grant of rights to the Goldstein Defendants and the contractual obligation to pay royalties were inextricably intertwined and appurtenant to each other, and given in consideration of each other, the Ruling not only terminated the 14 COMPLAINT

15 Goldstein Defendants obligation to pay contractual royalties but also Plaintiffs grant of rights to which the Goldstein Defendants contractual payment obligations were attached. herein. COUNT ONE (False Advertising Lanham Act Against the Goldstein Defendants and Jordan) 53. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 54. Plaintiffs are informed and believe and based thereon allege that the Defendants have violated 15 U.S.C. 1125(a)(1)(B) by using false and misleading descriptions of facts or representations of facts in commercial advertising or promotion in a way that materially mischaracterizes the quality, characteristics, and composition of the musical group the New War. 55. Plaintiffs are informed and believe and based thereon allege that the Defendants violations of the Lanham Act as described above were conducted knowingly and willfully. 56. Plaintiffs are informed and believe and based thereon allege that the Defendants false and misleading descriptions of facts or representations of facts have misled or are likely to mislead a substantial segment of consumers. 57. Plaintiffs are informed and believe and based thereon allege that the Defendants false or misleading descriptions of facts or representations of facts have caused damage to Plaintiffs in an amount to be proven at trial but in no event less than the sum of the New War s profits, Low Rider s lost sales and the value of Low Rider's damaged goodwill, equitable damages, including unjust enrichment, and costs of this litigation, including attorneys fees, as provided in 15 U.S.C. 1117(a). 58. Plaintiffs are informed and believe and based thereon allege that the Defendants should be enjoined from continuing to violate the Lanham Act s prohibition against false advertising as the continuing violations are creating irreparable harm for Plaintiffs. 15 COMPLAINT

16 Plaintiffs are informed an believe and based thereon allege that they have no adequate remedy at law for the harm caused by Defendants false and misleading descriptions of facts or misrepresentations of facts, and unless enjoined by this Court, Plaintiffs will be irreparably harmed. herein. COUNT TWO (False Association/Endorsement Lanham Act Against the Goldstein Defendants and Jordan) 60. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 61. Plaintiffs are informed and believe and based thereon allege that the Defendants have violated 15 U.S.C. 1125(a)(1)(A) by using false and misleading descriptions of facts or representations of facts in commercial advertising or promotion in a way that causes confusion among consumers as to the affiliation, connection, or association between Plaintiffs and the New War and as to Plaintiffs' participation in the origin, sponsorship, and approval of the New War. Defendants false and misleading descriptions create the false impression that Plaintiffs have endorsed the New War s recordings and performance in interstate commerce. 62. Plaintiffs are informed and believe and based thereon allege that the Defendants violations of the Lanham Act as described above were conducted knowingly and willfully. 63. Plaintiffs are informed and believe and based thereon allege that the Defendants false and misleading descriptions of facts or representations of facts have confused or are likely to confuse a substantial segment of consumers. 64. Plaintiffs are informed and believe and based thereon allege that the Defendants false or misleading descriptions of facts or representations of facts have caused damage to Plaintiffs in an amount to be proven at trial but in no event less than the sum of the New War s profits, Low Rider s lost sales and the value of Low Riders damaged 16 COMPLAINT

17 goodwill, equitable damages, including unjust enrichment, and costs of this litigation, including attorneys fees, as provided in 15 U.S.C. 1117(a). 65. Plaintiffs are informed and believe and based thereon allege that the Defendants should be enjoined from continuing to violate the Lanham Act s prohibition against false advertising as the continuing violations are creating irreparable harm for Plaintiffs. 66. Plaintiffs are informed and believe and based thereon allege that they have no adequate remedy at law for the harm caused by Defendants false and misleading descriptions of facts or misrepresentations of facts, and unless enjoined by this Court, Plaintiffs will be irreparably harmed. COUNT THREE (False Advertising California State Law Business & Professions Code Against the Goldstein Defendants and Jordan) 67. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully herein. 68. Plaintiffs are informed and believe and based thereon allege that the Defendants intended to market themselves, through the use of the advertising and/or marketing methods described above, by using the false and deceptive statements and photographs. 69. Plaintiffs are informed and believe and based thereon allege that Defendants publicly disseminated commercial advertising that contained false or misleading descriptions of facts or representations of facts in a way that materially mischaracterizes the quality or character of the New War, namely, its current membership. 70. Plaintiffs are informed and believe and based thereon allege that Defendants knew, or in the exercise of reasonable care should have known, that their advertising regarding the membership in the New War was false and misleading COMPLAINT

18 Plaintiffs are informed and believe and based thereon allege that Defendants' advertisements concerned the services they were rendering as performers in a musical group the New War and the membership of the New War. 72. Plaintiffs are informed and believe and based thereon allege that Defendants' conduct as alleged herein violates California Business and Professions Code 17500, et seq., relating to false advertising. 73. Plaintiffs are informed and believe and based thereon allege that Defendants should be enjoined from continuing to violate the California Business and Professions Code 17500, et seq., as the continuing violations are creating irreparable harm to Plaintiffs and the public. 74. Plaintiffs are informed and believe and based thereon allege that Defendants' conduct as alleged herein has caused injury-in-fact to Plaintiffs and that Plaintiffs have lost money as a result of such false advertising and unfair competition in an amount or extent to be proven at trial. COUNT FOUR (Unfair Competition California State Law Business & Professions Code as herein. Against the Goldstein Defendants and Jordan) 75. Plaintiffs hereby incorporate paragraphs 1 through 74 as though set forth fully 76. Plaintiffs are informed and believe and based thereon allege that the conduct of Defendants alleged above constitutes unlawful, unfair, and fraudulent conduct that is prohibited under Business & Professions Code Section 17200, et seq. (the California Unfair Competition Law ). 77. Plaintiffs are informed and believe and based thereon allege that the conduct of Defendants as alleged herein is unlawful conduct under the California Unfair Competition Law because it violates, inter alia, 15 U.S.C and Business & Professions Code Section 17500, et. seq. 18 COMPLAINT

19 Plaintiffs are informed and believe and based thereon allege that the conduct of Defendants as alleged herein harms competition in the relevant marketplace for musical performing and recording artists. 79. Plaintiffs are informed and believe and based thereon allege that the conduct of Defendants as alleged herein is fraudulent within the meaning of the California Unfair Competition Law because (1) the conduct of Defendants involved the misrepresentations and/or misleading statements regarding their services and products, (2) Defendants knew that these statements were false and/or misleading prior to making such statements, (3) Defendants intended for those hearing the misrepresentations to rely upon and believe them, (4) those persons hearing false representations of Defendants are likely to be deceived by Defendants fraudulent conduct and misrepresentations, and (5) Plaintiffs and others have been damaged by Defendants' fraudulent conduct. 80. Defendants conduct as alleged herein violates California Business and Professions Code Section 17200, et seq., covering actions relating to, inter alia, unfair competition. 81. Plaintiffs are informed and believe and based thereon allege that Defendants should be enjoined from continuing to violate the Unfair Competition Law, as the continuing violations are creating irreparable harm for Plaintiffs and for consumers. herein. COUNT FIVE (Misappropriation of Likeness in Violation of California Civil Code 3344 Against the Goldstein Defendants and Jordan) 82. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 83. Defendants have violated the rights of Plaintiffs Brown and Scott by knowingly and intentionally using their photographs, without their prior consent, for commercial purposes gain and profit directly in connection with manufacturing, offering for sale, selling, advertising, marketing, and distributing performances of the New War. 19 COMPLAINT

20 The use of the photographs of Plaintiffs, in connection with manufacturing, offering for sale, and selling, advertising, marketing, and distributing performances of the New War, has directly resulted in substantial and ongoing harm and injury to Brown and Scott in that, among other things, their photographs are falsely associated with the New War. 85. As a direct and proximate result of the conduct of Defendants, Plaintiffs Brown and Scott are statutorily entitled to the recovery of both their actual damages and general and compensatory damages related to Defendants' manufacturing, offering for sale, and selling, advertising, marketing, and distributing performances of the New War, the precise amount of which shall be established at trial according to proof but which, Plaintiffs are informed and believe and based thereon allege, exceeds $1,000, As a further direct and proximate result of Defendants knowing, willful, and conscious disregard for the rights of Plaintiffs, Defendants are guilty of oppression, fraud, and malice, entitling Plaintiffs to an award of punitive damages. 87. Plaintiffs are informed and believe and based thereon allege that Defendants have continued to manufacture, offer for sale, and sell, advertise, market, and distribute performances of the New War. Unless and until Defendants are enjoined and restrained by order of this Court, Plaintiffs will continue to suffer great and irreparable injury, in that their photographs will be falsely associated with the New War. Plaintiffs have no adequate remedy at law for such injury. herein. COUNT SIX (Misappropriation of Name and Likeness in Violation of Common Law As Against the Goldstein Defendants and Jordan) 88. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 89. Defendants have violated Plaintiffs Brown and Scott s exclusive rights by knowingly and intentionally using Plaintiffs' photographs, without their prior consent, for 20 COMPLAINT

21 commercial purposes, gain and profit, in connection with manufacturing, offering for sale, and selling, advertising, marketing, and distributing performance of the New War. 90. The use of the photographs of Plaintiffs, in connection with manufacturing, offering for sale, and selling, advertising, marketing, and distributing performances of the New War, has directly resulted in substantial and ongoing harm and injury to Brown and Scott in that, among other things, their photographs are falsely associated with the New War. 91. As a direct and proximate result of the conduct of Defendants, Plaintiffs Brown and Scott are entitled to the recovery of both their actual damages and general and compensatory damages related to Defendants' manufacturing, offering for sale, and selling, advertising, marketing, and distributing performance of the New War, the precise amount of which shall be established at trial according to proof but which, Plaintiffs are informed and believe and based thereon allege, exceeds $1,000, As a further direct and proximate result of Defendants knowing, willful, and conscious disregard for the rights of Plaintiffs, Defendants are guilty of oppression, fraud, and malice, entitling Plaintiffs to an award of punitive damages. 93. Plaintiffs are informed and believe and based thereon allege that Defendants have continued to manufacture, offer for sale, and sell, advertise, market, and distribute performances of the New War. Unless and until Defendants are enjoined and restrained by order of this Court, Plaintiffs will continue to suffer great and irreparable injury, in that their photographs will be falsely associated with the New War. Plaintiffs have no adequate remedy at law for such injury. herein. COUNT SEVEN (Declaratory Relief against the Goldstein Defendants) 94. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 95. Based upon the arguments the Goldstein Defendants asserted in seeking dismissal of the 2007 Action and the Court's Ruling in response to those arguments, each 21 COMPLAINT

22 and every conveyance of rights by Plaintiffs to each or any of the Goldstein Defendants under the various contracts encompassed by the Court's Ruling expired and terminated with the "expiration" of the contracts, i.e., concurrently with the expiration of the Goldstein Defendants' contractual duties to Plaintiffs. Nonetheless, Plaintiffs are informed and believe, and based thereon allege, that Defendants have continued to assert ownership over these rights and to license the various musical compositions and sound recordings without paying any royalties to Plaintiffs. 96. Accordingly, an actual controversy has arisen and presently exists as to the rights and duties of the parties hereto, as alleged herein, as to which Plaintiffs request, and are entitled to, a determination in accordance with their contentions herein. herein. COUNT EIGHT (Accounting against the Goldstein Defendants) 97. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 98. The Goldstein Defendants are engaged in the active exploitation of musical compositions authored by Plaintiffs and sound recordings embodying Plaintiffs' performances. Irrespective of the expiration of the contracts, Plaintiffs remain equitably entitled to royalty participation based upon the Goldstein Defendants' exploitation. The Goldstein Defendants have admitted this obligation in open court proceedings, including their specific agreement to provide further information regarding the accounting statements that they provided to Plaintiffs for the period of 2002 through and including June 30, 2008, so that those statements may be audited. In addition, based upon the Court's Ruling, Plaintiffs are entitled to an accounting and payment of all sums received by Defendants from and after the date their rights expired or the date of the Ruling. 99. Notwithstanding the Goldstein Defendants' judicial admission that Plaintiffs are entitled to the accountings (and resulting payments), the Goldstein Defendants have refused to provide information and access and have instead engaged in delaying tactics and obfuscation. 22 COMPLAINT

23 The Goldstein Defendants have the sole and exclusive control over the books and records that establish the applicable amounts of revenues on which royalties are to be calculated Based upon the Goldstein Defendants' position of exclusive control over the books and records relating to the musical compositions and sound recordings, the Goldstein Defendants owe Plaintiffs a duty to account and pay all royalties due An accounting is necessary and appropriate under the circumstances since the precise amount of money that may be due to Plaintiffs is unknown to Plaintiffs and cannot be ascertained without an accounting. In addition, Plaintiffs reserve the right to impeach the Goldstein Defendants' accountings as appropriate under California law. herein. COUNT NINE (Constructive Trust against the Goldstein Defendants) 103. Plaintiffs hereby incorporate paragraphs 1 through 52 as though set forth fully 104. To the extent Plaintiffs' theory for declaratory relief is sustained, Plaintiffs are informed and believe that they would be considered the owners of all rights to the musical compositions and sound recordings from and after the date the contracts expired. As a result, from and after the expiration date, the Goldstein Defendants received and thereafter retained monies belonging to Plaintiffs Based upon the foregoing, the imposition of a constructive trust is warranted over all such proceeds in possession of the Goldstein Defendants that could be held payable to Plaintiffs as their property after the expiration of the contracts. fully herein. COUNT TEN (Unjust Enrichment against all the Goldstein Defendants) 106. Plaintiffs hereby incorporate paragraphs 1 through 105 as though set forth 107. The Goldstein Defendants have been and continue to be engaged in the active exploitation of musical compositions authored by Plaintiffs and sound recordings 23 COMPLAINT

24 embodying Plaintiffs' performances. Plaintiffs are informed and believe and based thereon allege that the Goldstein Defendants have collected millions of dollars from such exploitation without properly or adequately accounting to and paying Plaintiffs any royalties, irrespective of whether such rights stem from contract or equity and irrespective of whether the Goldstein Defendants' rights previously expired Defendants will be unjustly enriched if they are allowed to retain the amounts they received by exploiting Plaintiffs' services, the sound recordings, and the musical compositions without fairly and properly compensating Plaintiffs. COUNT ELEVEN (Constructive Trust against the Escrow Defendants) 109. Plaintiffs hereby incorporate paragraphs 1 through 52, and 95 through 96, as though fully set forth herein By virtue of the Ruling by the Los Angeles Superior Court, all conveyances of rights under the agreements expired, including all rights granted to the Goldstein Entities in connection with the Compositions and Recordings As a result of the Ruling, Plaintiffs are entitled to 100% of their respective writers' and publishers' share of all publishing revenue collected, held and/or payable by the Escrow Defendants, and 100% of the record royalties payable from the Escrow Defendants from and after the expiration of the grants to the Goldstein Entities Plaintiffs are informed and believe and based thereon allege that Defendants Universal Publishing, Harry Fox, Rhino, and/or ASCAP are in possession of monies relating to the Compositions and Sound Recordings, including mechanical royalties, synchronization license fees, and record royalties, which were formerly distributed to the Goldstein Defendants and rightfully should be distributed directly to Plaintiffs Based upon the foregoing, Plaintiffs allege that the imposition of a constructive trust is warranted over all such proceeds in possession of Defendants Universal Publishing, Harry Fox, Rhino, and/or ASCAP. 24 COMPLAINT

25 as follows: PRAYER WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of them, 1. For a preliminary injunction relief prohibiting the Goldstein Defendants from engaging in the false and misleading advertising and promotion described above; 2. For a preliminary injunction relief prohibiting the Goldstein Defendants from engaging in activity that falsely or misleadingly makes it appear the Original War endorses the New War; 3. For a preliminary injunction relief prohibiting the Goldstein Defendants from using Plaintiffs photographs as herein alleged; 4. For permanent injunctive relief as established at trial; 5. For a declaration that: a. The Goldstein Defendants' rights to exploit the compositions identified on Exhibit P expired on the dates the terms of the contracts expired or on the date of the Superior Court s order granting the Goldstein Defendants demurrers; b. The Goldstein Defendants' rights to exploit the sound recordings identified on Exhibit P expired on the dates the terms of the contracts expired or on the date of the Superior Court s order granting the Goldstein Defendants demurrers; c. The copyrights for each of the compositions identified on Exhibit P identifying any Defendants as a proprietor are to be amended to eliminate any and all references to the Goldstein Defendants and to identify Plaintiffs and any applicable third parties, as the claimants; d. The copyrights for each of the sound recordings identified on Exhibit P identifying any Defendants as a proprietor are to be amended to eliminate any and all references to the Goldstein Defendants and to identify Plaintiffs and any applicable third parties, as the claimants; 6. For an accounting; 25 COMPLAINT

26 For damages according to proof at trial in an amount to be determined at trial but believed to exceed $1,000,000.00; 8. For pre-judgment interest as permitted by law; 9. For post-judgment interest as permitted by law; 10. For punitive damages as permitted by law: 11. For attorneys' fees as permitted by law; 12. For costs of suit; and 13. For such other further relief at law or in equity which the court deems proper DATED: May 11, 2009 FREUNDLICH LAW & LAW OFFICES OF MAX J. SPRECHER Kenneth D. Freundlich Attorneys for Plaintiffs Harold Brown, Lee Oskar Levitin, Howard Scott, Morris Dickerson 26 COMPLAINT

27 DEMAND FOR JURY TRIAL Plaintiffs hereby request trial by jury of all issues and claims as permitted by law. DATED: May 11, 2009 FREUNDLICH LAW & LAW OFFICES OF MAX J. SPRECHER Kenneth D. Freundlich Attorneys for Plaintiffs Harold Brown, Lee Oskar Levitin, Howard Scott, Morris Dickerson COMPLAINT

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