Leon P. Gold (LG-1434)
      William M. Hart (WH-1604)
      PROSKAUER ROSE LLP
      1585 Broadway
      New York, New York 10036
      (212) 969-3000 Telephone
      (212) 969-2900 Facsimile
      Jon A. Baumgarten (pro hac vice admission to be applied for)
      PROSKAUER ROSE LLP
      1233 20th Street, N.W., Suite 800
      Washington, DC 20036-2396
      (202) 416-6800 Telephone
      (202) 416-6899 Facsimile
      Attorneys for Plaintiffs

            UNITED STATES DISTRICT COURT 
            SOUTHERN DISTRICT OF NEW YORK

            UNIVERSAL CITY STUDIOS, INC.; PARAMOUNT PICTURES CORPORATION; 
            METRO-GOLDWYN-MAYER STUDIOS INC.; TRISTAR PICTURES, INC.; COLUMBIA 
            PICTURES INDUSTRIES, INC.; TIME WARNER ENTERTAINMENT CO., L.P.; 
            DISNEY ENTERPRISES, INC.; AND TWENTIETH CENTURY FOX FILM CORPORATION,
            Plaintiffs,
            v.
            SHAWN C. REIMERDES; ERIC CORLEY A/K/A "EMMANUEL GOLDSTEIN"; AND 
            ROMAN KAZAN,
            Defendants.)
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            00 Civ. _____________ 


            COMPLAINT FOR VIOLATION OF PROVISIONS GOVERNING CIRCUMVENTION OF 
            COPYRIGHT PROTECTION SYSTEMS, 17 U.S.C.  1201, et seq.
            )

      Plaintiffs Universal City Studios, Inc.; Paramount Pictures Corporation; 
      Metro-Goldwyn-Mayer Studios Inc.; TriStar Pictures, Inc.; Columbia 
      Pictures Industries, Inc.; Time Warner Entertainment Co., L.P.; Disney 
      Enterprises, Inc.; and Twentieth Century Fox Film Corporation by their 
      attorneys Proskauer Rose LLP, as and for their complaint, allege as 
      follows:
      Nature of the Claims
      1. This is a Complaint for injunctive relief and for money damages and 
      related relief against Shawn C. Reimerdes ("Reimerdes"), Eric Corley a/k/a 
      "Emmanuel Goldstein" ("Corley") and Roman Kazan ("Kazan") (collectively, 
      the "Defendants"), individuals responsible for proliferating a software 
      device that unlawfully defeats the DVD copy protection and access control 
      system -- the Contents Scramble System ("CSS") -- so that individuals can 
      make, distribute, and/or otherwise electronically transmit or perform 
      unauthorized copies of Plaintiffs copyrighted motion pictures and other 
      audiovisual works. The acts of the Defendants, which are described more 
      fully below, violate the provisions of the United States Copyright Act 
      governing circumvention of copyright protection systems, 17 U.S.C.  1201, 
      et seq.
      The Parties
      2. Plaintiff Universal City Studios, Inc., is a corporation duly 
      incorporated under the laws of the State of Delaware.
      3. Plaintiff Paramount Pictures Corporation is a corporation duly 
      incorporated under the laws of the State of Delaware.
      4. Plaintiff Metro-Goldwyn-Mayer Studios Inc. is a corporation duly 
      incorporated under the laws of the State of Delaware.
      5. Plaintiff TriStar Pictures, Inc. is a corporation duly incorporated 
      under the laws of the State of Delaware.
      6. Plaintiff Columbia Pictures Industries, Inc., is a corporation duly 
      incorporated under the laws of the State of Delaware.
      7. Plaintiff Time Warner Entertainment Co., L.P. is a limited partnership 
      organized under the laws of the State of Delaware.
      8. Plaintiff Disney Enterprises, Inc. is a corporation duly incorporated 
      under the laws of the State of Delaware.
      9. Plaintiff Twentieth Century Fox Film Corporation is a corporation duly 
      incorporated under the laws of the State of Delaware.
      10. Plaintiffs are the major motion picture studios in the United States. 
      Each plaintiff is engaged in the business of producing, manufacturing, 
      and/or distributing copyrightable and copyrighted material, including, 
      specifically, motion pictures. Plaintiffs distribute motion pictures 
      theatrically, via television broadcast, and on portable media such as 
      videocassettes tapes and digital versatile discs ("DVDs") for distribution 
      in the home video market. In the course of its business, each plaintiff or 
      its predecessor in interest obtained ownership of the United States 
      copyrights, the exclusive reproduction, adaptation, and/or distribution 
      rights under United States copyrights, and/or the state statutory and 
      common law rights, in various motion pictures embodied in such DVDs. 
      Plaintiffs are the leading producers and distributors of motion pictures 
      in DVD format in the United States, including such recent blockbusters as 
      "Titanic" and "The Matrix," and approximately 4,000 titles have been 
      released in the United States on DVD to date. Current industry estimates 
      place DVD sales at over 1,000,000 units per week.
      11. On information and belief, defendant Reimerdes either resides or has 
      his principal place of business at 295 Greenwich St., New York, NY 10007 
      and/or 162-14 Cryders Lane, Whitestone, NY 11357. Defendant Reimerdes 
      operates an Internet web site addressed as www.dvd-copy.com.
      12. On information and belief, defendant Corley, who, on information and 
      belief, uses the nom de net "Emmanuel Goldstein," either resides or has 
      his principal place of business at 7 Strong's Lane, Setauket, New York. 
      Corley a/k/a Emmanual Goldstein operates an Internet web site at 
      www.2600.com/news/1999/1112-files/.
      13. On information and belief, defendant Kazan either resides or has his 
      principal place of business at 16 E. 55th Street, New York, New York 
      10022. Defendant Kazan operates an Internet web site at 
      www.krackdown.com/decss/.
      Jurisdiction and Venue
      14. The Court has jurisdiction of this action under 17 U.S.C.  101 et 
      seq., 28 U.S.C.  1331 (federal question) and 1338(a) (copyright).
      15. This Court has personal jurisdiction over the Defendants in that each 
      Defendant either resides or has his principal place of business in the 
      State of New York.
      16. Venue is proper in this District pursuant to 28 U.S.C.  1391(b) and 
      28 U.S.C.  1400(a) as (a) this is a judicial district in which a 
      substantial part of the events giving rise to the claims occurred, and/or 
      (b) all of the defendants reside in the State of New York and this is a 
      judicial district in which some of the defendants reside, and/or (c) this 
      is a judicial district in which some defendants may be found, and there is 
      no judicial district in which the action may otherwise be brought.
      Background Facts
      The DVD Technology
      17. With the advent of the VCR and videocassette tapes, home viewing of 
      motion pictures became a convenient, inexpensive way to enjoy motion 
      pictures. DVDs are 5-inch-wide discs that hold full-length motion 
      pictures, are the most current technological advancement for private home 
      viewing of motion pictures. This technology significantly improves the 
      clarity and the overall quality of the motion picture when played on a 
      television screen or computer monitor.
      18. DVDs incorporating full-length motion pictures, together with 
      additional and ancillary features such as interviews and alternative sound 
      tracks, can be played back for viewing in the home by dedicated, free 
      standing "DVD players" and by personal computers configured with a DVD 
      "drive" and additional hardware or software modules sometimes referred to 
      as "media players."
      19. DVDs contain digital information. When motion pictures in form are 
      digital copied or transmitted, the clarity and overall quality of the 
      motion pictures do not suffer (as they do when a copy is made from an 
      analog source, such as a videocassette). Moreover, the fact that the 
      motion pictures contained on DVDs are in digital format allows any 
      unauthorized copies of those motion pictures from DVDs to be widely 
      transmitted over the Internet, stored in computer memory, and duplicated 
      for unlawful sale, transfer or exchange. Once these copies are in the 
      hands of another user, the unlawful process can begin once again because 
      the copies have the clarity and quality of the original DVDs containing 
      the motion picture. 
      The Contents Scramble System ("CSS")
      20. Because motion pictures in unprotected digital format on DVDs would be 
      subject to ready, unlimited copying and create a threat to the market 
      viability of DVD technology, the plaintiffs were reluctant to release 
      valuable film libraries and new film releases without the implementation 
      of a copy protection and access control system. Plaintiffs therefore 
      ultimately adopted a copy protection and access control system developed 
      by Matsushita Electric Industrial Co., Ltd. and Toshiba Corporation -- the 
      Contents Scramble System ("CSS") -- in order to provide security to the 
      copyrighted contents of DVDs and thereby provide protection for 
      copyrighted content against unauthorized copying. CSS includes elements of 
      encryption and other security and authentication measures that require DVD 
      playback devices, including appropriately configured personal computers, 
      to operate with certain keys in order to descramble and intelligibly play 
      back copies of motion pictures from DVDs. All members of the DVD industry, 
      including software and hardware manufacturers of DVD players, DVD 
      replicators and the content providers -- the motion picture studios -- 
      adopted CSS as direct licensees or by contracting through CSS licensees. 
      21. Each of the Plaintiffs relied on the security provided by CSS in 
      manufacturing, producing and distributing to the public copyrighted motion 
      pictures in DVD format. Those motion pictures, many of which involved 
      investments of tens and even hundreds of millions of dollars, were 
      distributed on CSS-protected DVDs.
      The Descrambling of CSS and the Creation and Proliferation of the "DeCSS" 
      Utility
      22. On information and belief, hackers in Europe were able to descramble 
      the encryption on DVDs and create -- and post on the World Wide Web -- an 
      unauthorized utility commonly referred to as "DeCSS," which allows motion 
      pictures in DVD format to be decrypted and illegally copied. 
      23. Subsequently, defendant Reimerdes posted DeCSS on his Internet web 
      site, www.dvd-copy.com, along with the statement "Yes, you can trade DVD 
      movie files over the Internet . . . You can break the encryption on any 
      DVD and allow users to copy the contents of a DVD onto the a [sic] hard 
      drive or alternative media! Notice: The DVD Copy Control Association are 
      cocksuckers!" Reimerdes also told Internet users, under a section titled 
      "How To Find/Trade FREE DVD Movies Online," that "people gather online in 
      impromptu communities and trade these digital copies through one-to-one 
      file transfers and group chatting." 
      24. Defendant Eric Corley a/k/a Emmanuel Goldstein also posted DeCSS on 
      his Internet web site www.2600.com/news/1999/1112-files. Corley's site 
      states that DeCSS is a "free DVD decoder" that allows "people to copy 
      DVDs." Corley's site also exhorts others ("as many of you as possible all 
      throughout the world") to "take and mirror [the DeCSS] files . . . ."
      25. Defendant Roman Kazan also posted DeCSS on his Internet web site, 
      www.krackdown.com/decss/.
      Claim for Relief
      (Violation of Provisions Governing Circumvention
      of Copyright Protection Systems,
      17 U.S.C.  1201, et seq,)
      26. Plaintiffs incorporate by this reference the allegations contained in 
      paragraphs 1 through 25, inclusive.
      27. The Copyright Act, Title 17 U.S.C.  1201(a)(2), provides that:
      [n]o person shall manufacture, import, offer to the public, provide, or 
      otherwise traffic in any technology, product, service, device, component, 
      or part thereof, that
      (A) is primarily designed or produced for the purpose of circumventing a 
      technological measure that effectively controls access to a work protected 
      under this title; 
      (B) has only limited commercially significant purpose or use other than to 
      circumvent a technological measure that effectively controls access to a 
      work protected under this title; or 
      (C) is marketed by that person or another acting in concert with that 
      person with that person's knowledge for use in circumventing a 
      technological measure that effectively controls access to a work protected 
      under this title.
      28. Each defendant offers to the public, provides, or otherwise traffics 
      in, DeCSS through his Internet website. 
      29. CSS is a technological measure that (a) effectively controls access to 
      works protected by the Copyright Act, and (b) effectively protects rights 
      of copyright owners to control whether an end user can reproduce, 
      manufacture, adapt, publicly perform and/or distribute unauthorized copies 
      of their copyrighted works or portions thereof.
      30. DeCSS (a) is primarily designed or produced for the purpose of 
      circumventing CSS or the protection afforded by CSS, (b) has only limited 
      commercially significant purpose or use other than to circumvent CSS or 
      the protection afforded by CSS, and/or (c) is marketed by Defendants 
      and/or others acting in concert with them with the knowledge of its use in 
      circumventing CSS or the protection afforded by CSS.
      31. By offering to the public, providing, or otherwise trafficking in 
      DeCSS, Defendants have violated the provisions governing Circumvention of 
      Copyright Protection Systems set forth in the Copyright Act, 17 U.S.C.  
      1201 et seq. 
      32. As a direct and proximate result of such violations, Plaintiffs have 
      been damaged in an amount to be proven at trial. 
      33. Unless enjoined by this Court, Defendants' violations will continue. 
      Plaintiffs' remedy at law is not adequate. Protection of Plaintiffs' 
      rights must include an injunction, as well as other remedies available.
      Prayer for Relief
      WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of 
      them, jointly and severally, as follows:
      1. For a grant of preliminary and permanent injunctive relief against the 
      Defendants, their agents, servants, employees, and all other persons in 
      active concert or privity or in participation with them, enjoining them 
      from:
      (a) posting on any Internet website, or in any other way manufacturing, 
      importing, offering to the public, providing, or otherwise trafficking in 
      DeCSS, and
      (b) posting on any Internet website, or in any other way manufacturing, 
      importing, offering to the public, providing, or otherwise trafficking in 
      any technology, product, service, device, component, or part thereof, 
      that: 
      (i) is primarily designed or produced for the purpose of circumventing, or 
      circumventing the protection afforded by, CSS, or any other technological 
      measure adopted by Plaintiffs that effectively controls access to 
      Plaintiffs' copyrighted works or effectively protects the Plaintiffs' 
      rights to control whether an end user can reproduce, manufacture, adapt, 
      publicly perform and/or distribute unauthorized copies of their 
      copyrighted works or portions thereof,
      (ii) has only limited commercially significant purpose or use other than 
      to circumvent, or to circumvent the protection afforded by, CSS, or any 
      other technological measure adopted by Plaintiffs that effectively 
      controls access to Plaintiffs' copyrighted works or effectively protects 
      the Plaintiffs' rights to control whether an end user can reproduce, 
      manufacture, adapt, publicly perform and/or distribute unauthorized copies 
      of their copyrighted works or portions thereof, or 
      (iii) is marketed by Defendants and/or others acting in concert with them 
      with the knowledge of its use in circumventing, or in circumventing the 
      protection afforded by, CSS, or any other technological measure adopted by 
      Plaintiffs that effectively controls access to the Plaintiffs' copyrighted 
      works or effectively protects the Plaintiffs' rights to control whether an 
      end user can reproduce, manufacture, adapt, publicly perform and/or 
      distribute unauthorized copies of their copyrighted works or portions 
      thereof;
      2. For damages in such amount as may be found and requiring Defendants to 
      account for and pay over to Plaintiffs all profits delivered from all acts 
      of circumvention of copyright protection systems; alternatively, for 
      statutory damages in the amount of $2,500 for each act of circumvention, 
      device, product, component, offer, or such other amount as may be proper 
      pursuant to 17 U.S.C.  1203(c); and
      3. For Plaintiffs' attorneys' fees and costs pursuant to 17 U.S.C.  
      1203(b).
      4. For prejudgment interest;
      5. For costs incurred in this action;
      6. For such other and further relief as the Court deems just and proper.
      DATED: January 14, 2000
      PROSKAUER ROSE LLP

      By: ______________________
      Leon P. Gold (LG-1434)
      William M. Hart (WH-1604)
      1585 Broadway
      New York, New York 10036
      (212) 969-3000 Telephone
      (212) 969-2900 Facsimile
      - and -
      Jon A. Baumgarten (pro hac vice admission
      to be applied for)
      PROSKAUER ROSE LLP
      1233 20th Street, N.W., Suite 800
      Washington, DC 20036-2396
      (202) 416-6800 Telephone
      (202) 416-6899 Facsimile
      Attorneys for Plaintiffs