NOTICE OF COMPLAINT FILED WITH SEC
against MP3.com and Michael Robertson

To: VIVENDI UNIVERSAL ADR NEW Estimated

Sirs:

This message is sent as formal Notice of my complaint filed with the SEC (U.S. Securities & Exchange Commission) against MP3.com and Michael Robertson.

Sincerely,
Help Desk

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To: SEC
John Reed Stark
Chief, Office of Internet Enforcement

Dear Sir,

I am a shareholder of MP3.com. Because of my public criticism of their treatment of artists and musicians, they have censored my website at MP3.com (due to a protest song called, "What Went Wrong With MP3.com.")

In so doing, they kept income that I had earned through their "pay per play" program.

Now, they have sent several emails through their legal department trying to silence my public criticism.

  1. Is censoring a shareholder's concerns illegal?
  2. How does their lack of payment to me effect their reported earnings and filings with the SEC?
  3. Also, I have made Michael L. Robertson, Chairman and Chief Executive Officer (as well as, owner of 33.6% of the shares outstanding) aware of my concerns. Is MP3.com required to release this information to the public?
  4. Would withholding this information during their takeover by Vivendi Universal constitute a violation of "insider trading: buying or selling a security in breach of a relationship of trust and confidence while in possession of material, non-public information about the security."

Sincerely,
Help Desk

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To: Help Desk
Date: Wed, 23 May 2001 12:44:38 -0400

Thank you!

This response confirms that the Division of Enforcement of the United States Securities and Exchange Commission has received your complaint.

We are always interested in hearing from members of the public, and you may be assured that the matter you have raised is being given careful consideration in view of the Commission's overall enforcement responsibilities under the federal securities laws. It is, however, the Commission's policy to conduct its inquiries on a confidential basis. The Commission conducts its investigations in this manner to preserve the integrity of its investigative process as well as to protect persons against whom unfounded charges may be made or where the Commission determines that enforcement action is not necessary or appropriate. Subject to the provisions of the Freedom of Information Act, the existence or non-existence of an investigation as well as information which may be gathered thereunder is not disclosed unless made a matter of public record in proceedings brought before the Commission or in the courts.

Should you have any additional information or questions pertaining to this matter, please feel free to communicate directly with the undersigned at Mail Stop 2-2, 450 Fifth Street, N.W., Washington, D.C. 20549-0202 or via e-mail at enforcement@sec.gov. We appreciate your interest in the work of the Commission and its Division of Enforcement.

Very truly yours,

John Reed Stark
Chief, Office of Internet Enforcement

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