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Brad D. Greenspan Urges Stockholders of eUniverse Not to Return Management's White Proxy Card.


Business Editors

LOS ANGELES--(BUSINESS WIRE)--Jan. 9, 2004

Brad Greenspan Brad Greenspan is an internet entrepreneur who has been involved in the founding and proliferation of web properties including MySpace. Greenspan founded eUniverse Inc. (later renamed Intermix Media) in 1998, which went public in 1999.[1] The company survived the .  released the following letter to stockholders of eUniverse, Inc. (OTC OTC

See: Over-the-counter.


OTC

See over-the-counter market (OTC).
:EUNI EUNI Ethernet Uni .PK) today.

----------------------------------------------------------------------
    AN IMPORTANT MESSAGE FOR eUNIVERSE STOCKHOLDERS:

    --  DO NOT BE MISLED BY INCUMBENT MANAGEMENT'S EFFORTS TO DISTRACT
        YOU WITH FALSE ALLEGATIONS AND MUDSLINGING

    --  THE REAL ISSUE AT THE UPCOMING ANNUAL MEETING IS WHETHER
        CONTROL OF YOUR COMPANY WILL BE SHIFTED AWAY FROM THE COMMON
        STOCKHOLDERS TO THE PREFERRED STOCKHOLDERS AND INCUMBENT
        MANAGEMENT

    --  OUR SLATE IS HIGHLY QUALIFIED AND INDEPENDENT

    --  DO NOT RETURN INCUMBENT MANAGEMENT'S WHITE PROXY CARD FOR ANY
        REASON

    --  WAIT UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT AND BLUE
        PROXY CARD BEFORE MAKING ANY VOTING DECISIONS

----------------------------------------------------------------------


January 9, 2004

Dear Fellow eUniverse Stockholder,

By way of introduction, I am Brad D. Greenspan, the largest holder of common stock of eUniverse and its founder and former Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Our interests are directly aligned - to preserve the ability of common stockholders to elect a majority of the Board; to ensure that all corporate actions serve the interests of all stockholders, not just those of the preferred stockholders and/or management; and to increase value for all stockholders through a strong independent Board and a competent management team that an independent Board would seek to install. In particular, the Board must act expeditiously ex·pe·di·tious  
adj.
Acting or done with speed and efficiency. See Synonyms at fast1.



ex
 to select a new CEO. I am not seeking that position or any other with the Company.

Therefore, I have put forward five independent and, in my opinion, highly qualified nominees for election as Directors at the Annual Meeting scheduled for January 29, 2004. We will be mailing to you shortly our proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
 that will contain more detailed information about the nominees, their qualifications, their program and positions on the other important matters that will be voted on at the Annual Meeting.

We strongly urge you not to return any of management's white proxy cards. Wait until you have received our proxy materials before making any voting decisions on the important matters that will be considered at the Annual Meeting.

We are waging this proxy contest Proxy contest

A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights.
 because of our belief that the central concern for all stockholders should be management's recent actions designed to shift control of our Company away from the common stockholders, who currently own approximately 80% of the outstanding capital stock, to the preferred stockholders and management. These actions, we believe, are patently unfair and at odds with the basic principles of corporate democracy.

Accordingly, a suit has been brought in the Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England.

The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century .
 alleging that these actions by the incumbent Board are directly contrary to the Company's charter and by-laws and the fiduciary duties of the incumbent directors.

DO NOT BE MISLED BY MANAGEMENT'S FALSE ALLEGATIONS AND MUDSLINGING mud·sling·er  
n.
One who makes malicious charges and otherwise attempts to discredit an opponent, as in a political campaign.



mud


Management, however, rather than responding in detail to the real issues that should be of central concern to the stockholders, recently distributed a letter that uses false allegations and mudslinging to attack me, even though I am not currently a director or a nominee for election as Director.

You should consider their allegations in light of the following facts:

-- After my resignation as Chairman/CEO, the Company proposed in

an October 29th e-mail that I continue as a Director and as a

consultant with a 20% increase in salary and a percentage of

profits of a business unit, capped at $500,000 per year, among

other things. I turned down this lucrative deal, which would

have made me the highest paid person at the Company, because

of the condition that I vote in favor of the VantagePoint

transaction described below. I believed then, as I do now,

that the transaction was not in the best interests of the

common stockholders.

-- Virtually all of the accomplishments and new business

development initiatives touted by management were achieved

under my direction as Chairman/CEO before a majority of the

incumbent Directors took over. For example: the retention of a

new CFO See Chief Financial Officer. , Controller and independent auditor Independent Auditor

An external auditor with a certified public accounting designation that qualifies him or her to provide an auditor's report.

Notes:
These auditors aren't affiliated with the company being audited.
; the adoption of

numerous corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 reforms; the important business

development deals with AOL (A division of Time Warner, Inc., New York, NY, www.aol.com) The world's largest online information service with access to the Internet, e-mail, chat rooms and a variety of databases and services.  and Sharman Networks.

-- As the largest stockholder and a former Director, my

commitment was, is and will be to build substantial value for

all stockholders of the Company.

THE RECENT ACTIONS WE BELIEVE SHIFT CONTROL OF THE COMPANY AWAY FROM THE COMMON STOCKHOLDERS

You should also consider the recent actions taken by the incumbent Board and management that we believe constitute the real issues confronting the stockholders: the shift in control of our Company from the common stockholders to the preferred stockholders:

-- In October 2003, the Board, over my strong objection, approved

a transaction with affiliates of VantagePoint Venture Partners

that included the issuance of 5,333,333 shares of Series C

Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 at an effective price of $1.38 per share

(including the additional preferred coupon consideration to be

paid by the Company), even though we believe (i) the terms

were less favorable than those of a previously agreed to

private placement of common stock at $1.85 per share; (ii) the

transaction gave VantagePoint veto and other rights

detrimental to the common stockholders, including the right to

elect two directors; and (iii) the transaction may prevent or

substantially impair the Company from re-listing its stock on

The Nasdaq SmallCap Market.

-- We believe the actions the Board then took plainly indicate a

scheme to shift control of the Company away from the common

stockholders. The Board fixed the size of the Board at seven,

with four Directors elected by the preferred stockholders,

including VantagePoint, and three by the common stockholders

and the preferred stockholders voting together. The Board also

changed the previously scheduled date for the Annual Meeting

and reset the record date to December 1, 2003. That change

permits VantagePoint to vote its preferred shares Preferred shares

Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock.
 for the

election of the Directors for whom the common stockholders

also vote and to vote on a self-interested transaction between

VantagePoint and the Company.

-- Only after I filed suit in the Delaware Chancery Court, did

the incumbent Board reset the size of the Board to a number

that still prevents the common stockholders from electing a

majority of the Board and reschedule re·sched·ule  
tr.v. re·sched·uled, re·sched·ul·ing, re·sched·ules
To schedule again or anew: rescheduled the meeting for the following week; rescheduled the debts of many developing nations.
 the meeting date to allow

stockholders to nominate directors.

THE INDEPENDENCE AND QUALIFICATIONS OF OUR SLATE

You should also consider the independence and qualifications of our slate:

Ken Schapiro. Mr. Shapiro served as President and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 of Artisan Entertainment from July 2000 until December 2003, when it was acquired by Lions Gate Entertainment
Lions Gate redirects here, for other meanings see Lions' Gate (disambiguation)‎.
Lions Gate Entertainment Corporation, (usually renderred as Lionsgate
 (AMEX AMEX

See: American Stock Exchange
:LGF LGF Little Green Footballs (blog site)
LGF Local Government Finance
LGF Local Government Funds (Ohio)
LGF Långsamtgående Fordon (Swedish vehicle with a maximum allowed speed of 45 km/h) 
). He also served as Chief Operating Officer of Artisan Pictures from February 1999 to July 2000.

John S. Neubauer. Mr. Neubauer worked as a restructuring consultant for Nutrition For Life from 2002 to 2003. Before that, he served as Director of Domestic and Worldwide Operations for Herbalife International, Inc. From 1998 to 2000, Mr. Neubauer served as Chief Operating Officer and Acting Chief Financial Officer of Cell Tech, Inc. (OTC:ELFI).

Vincent Bitteti. Mr. Bitteti has been a director and Chief Executive Officer of TDK Mediactive, a publicly-traded videogame company, since 1994. TDK Mediactive was, until its acquisition in November 2003, a publicly-traded subsidiary of TDK TDK Türk Dil Kurumu (Turkish Language Council)
TDK The Dark Knights (gaming clan)
TDK Tokyo Denkikagaku Kogyo KK (TDK Electronics Co. Ltd.
 Japan.

James D. Somes. Mr. Somes is a founder and managing director of Alexander Durham Capital, a merchant bank that advises high-growth technology and healthcare companies on capital formation, mergers and acquisitions, and general corporate finance issues. Mr. Somes has significant financial management experience, including positions at Morgan Guaranty Trust Company (J.P. Morgan), Citicorp's Leveraged Capital Group, Citicorp's Asian Merchant Bank and Ambient Capital Group. Mr. Somes also served as Chairman of Liquid Audio (OTC:LQUID.PK), a publicly traded online music technology company.

Nathan Peck. Mr. Peck is a director of Interplay Entertainment Corp. (OTC:IPLY.OB). Mr. Peck also served as Interim Chief Administrative Officer A chief administrative officer (CAO) is responsible for administrative management of private, public or governmental corporations. The CAO is one of the highest ranking members of an organization, managing daily operations and usually reporting directly to the chief executive  of Interplay from August 2001 to December 31, 2002. From November 1999 to August 2001, he served as a director and consultant to Virgin Interactive Entertainment Limited (now named Avalon Interactive Group Ltd), a developer, publisher and distributor of video games. Mr. Peck also served as a consultant and director of Synthean, Inc., a business software development company, and is currently serving as a consultant for Tag-It Pacific, Inc. (AMEX:TAG), a trim distribution company serving the apparel industry.

These nominees will bring to the Board the professional judgment, experience, maturity, energy and impartiality needed, in our opinion, to produce substantial value for all of the Company's stockholders.

DO NOT RETURN ANY OF MANAGEMENT'S WHITE PROXY CARDS

WAIT UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 AND BLUE PROXY CARD BEFORE MAKING ANY VOTING DECISIONS

We will shortly be mailing you our proxy materials that will contain more detailed information. Until you receive that information, we strongly urge you not to return any white proxy card sent to you by management. WAIT until you have received our detailed proxy materials and BLUE proxy card BEFORE making any voting decisions on the important matters to be considered at the Annual Meeting.

If you have any questions, please call our proxy solicitor Proxy Solicitor

A specialist (firm) hired to gather proxy votes.
, Innisfree M&A Incorporated, toll-free, at 888-750-5834.

Very truly yours,

/s/ Brad D. Greenspan

The following is a list of the names and stockholdings, if any, of persons who may be deemed to be "participants" in any solicitation that Mr. Greenspan may make in the future with respect to the shares of eUniverse: Brad D. Greenspan, Ken Schapiro, John S. Neubauer, Vincent Bitteti, James D. Somes and Nathan Peck. Mr. Greenspan is the only participant who owns stock in the Company. As of the record date for the Annual Meeting, he was the beneficial owner Beneficial Owner

A person who enjoys the benefits of ownership even though title is in another name.

Notes:
For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial
 of 8,223,218 common shares, including 400,000 options exercisable within sixty days thereof.

Mr. Greenspan will shortly disseminate a proxy statement with respect to his solicitation of proxies in connection with Annual Meeting. Stockholders should read this proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain copies of the proxy statement and related materials filed with the Securities and Exchange Commission, without charge, on its web site located at http://www.sec.gov. Stockholders will also be able to obtain copies of that proxy statement and related materials, without charge, from Innisfree M&A Incorporated by oral or written request to: 501 Madison Avenue, New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New York 10022, telephone: 888-750-5834.

For more information please contact Innisfree M&A Incorporated.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jan 9, 2004
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