March 1, 2004
VIA FACSIMILE AND U.S.
Dear Mr. Risner:
We reviewed your most recent letters sent to Attorney Brad Miller and
we continue to be concerned over your increased adversarial stance towards KXCI. At this point we must respectfully request
that you step away from this dispute and refrain from directly or indirectly representing interests that are adverse to KXCI.
We quite frankly do not care if another lawyer takes up the Democracy Initiative crusade and we are happy to discuss and disclose
matters with another lawyer, but we can no longer allow you to breach fiduciary and ethical duties as they relate to KXCI.
Even the KXCI Board has expressed concern over these matters.
You state in your February 26 letter that there "may have been occasions
-where I was in fact KXCI's lawyer." The Board minutes and recollections of various members confirm this and it is clear you
were involved with issues directly relating to the preparation of bylaws, corporate governance, policies and procedures, as
well as other corporate work referenced in my February 19 letter to you. Even using your own rationale in your February 26
letter that an attorney's conflict only extends towards "the same or substantially the same matter," you were in fact involved
with the same issues as a KXCI Board member and attorney that you are now attempting to change through the Democracy Initiative.
We must therefore ask you to step away from this dispute.
To confirm my understanding of this matter, I again consulted with
some very prominent and senior corporate attorneys in Arizona and they all agree
that even if the corporate issues were not the same (which they are), at best your actions are inappropriate, improper and
create the appearance of impropriety. As one attorney stated to me today, "it just plain looks bad." You would best serve
yourself and your Democracy Initiative clients if you simply recuse yourself and refer this matter to another attorney.
Either there are a growing number of "half-brained" senior lawyers
out there that agree with our position or you are simply misinformed as to the gravity of this matter. We will nevertheless
give you the benefit of the doubt and assume that in all your years of law practice, you have not practiced much corporate
law, nor are you familiar with the ethical responsibilities of former Board members who may have also acted as corporate counsel.
We also appreciate the fact that you have in the past championed some
very noble causes as an attorney and that you are very well respected in your field of expertise. However, you would be well
advised to consult with your own set of corporate colleagues, as I have done, to determine whether this is an area in which
you should be posturing. Best to leave this dispute to another lawyer.
Gary A. Wolf