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Re: MRDALE post# 32269

Monday, 06/25/2007 6:21:50 PM

Monday, June 25, 2007 6:21:50 PM

Post# of 37776
Last week I mentioned that I had acquired information regarding Marc Cifelli's knowledge of certain less than stellar (to put it mildly) business practices of Imperia/Ken Eade.

Prior to receiving this information, Marc was able to deny he really knew anything, hence, excusing him from being ethically accountable to shareholders. Because he isn't an officer of the company or an employee, he could have (and should have, IMO) spoken up and warned investors about the situation so that shareholders could have made more informed decisions about their investment dollars.

Instead, Marc chose to look out for himself. Perhaps this is par for the course when a single person has $1.2mm on the line like Marc does but since I'm not in his situation I leave the judgment of his actions to Imperia stockholders.

This is an e-mail I sent Marc after getting the information. I asked him if he could give me one good reason why I shouldn't expose him and his actions to you folks and I guess he couldn't, hence this post.

Cindy

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Hi Marc,

My issue with you has continued to be your constant denial of being aware of things Ken was doing that could/did have adverse affects on the shareholders and investors of Imperia.

You have been disrespectful and indignant to me as well as very judgmental of the choice(s) I have made to disclose information I felt was pertinent to their business making decisions and I have faulted you for not doing it sooner.

Your admissions in this e-mail make it 100% impossible for you to deny you have been unaware of the underhandedness that has gone on with Imperia and I cannot think of a single instance where one of the shareholders has done anything to harm you personally, professionally or financially… can you?

I retract a comment I made to you in one of the recent e-mails where I said something like, “I hope you recover the $1.2mm investment you have in Imperia’s project(s) and then sever all ties with Ken because you are better than that,” because I now know that you are not.

My curiosity now lies with finding out exactly where you get the revenue you funnel into Imperia because I seriously doubt you are providing full disclosure to the sources who trust you with their investment decisions, simply based on how you have handled things thus far.

No wonder you were so irate when I used your name in association with Ken’s and Imperia’s. It’s not because you were innocent and blind to what was going on. IMO, it was because your reputation would have to pay a price right along with theirs and you knew they were guilty as sin. Even Charles Manson had friends… until he got caught, then they scattered like fleas.

You recently told me you were an “angel” investor. Let’s see if the investment community agrees with your self-assessment. Something tells me their opinions will differ.

I don’t care if you were dumb enough to invest your first $1,000,000 in Ken’s company/companies because you did so with the benefit of disclosure not afforded to the rest of the shareholders and investors. I keep telling you that the playing field you guys have created on which to play your games is not even close to being level, hence the unfair advantage Imperia has over the opposing team of shareholders and investors. It’s kind of difficult for them to play strategically when the ball is in Imperia’s court and the rule book is thrown out the window. It’s equally impossible for the other team to win when there is no ref on hand to officiate each move since penny stock games are considered too small to require a constant watchful eye.

It baffles me why you would even invest a dime in Imperia and/or Muller, let alone $1.2mm knowing what you know/knew. Maybe Ken was right when he said the motivating factor(s) of your involvement is/was getting an executive producers credit on Imperia movie projects as well as getting to hang out with folks in the film/entertainment industry (ego).

Can you give me on good reason why I shouldn’t expose you and your inside knowledge to the other shareholders an investors?

(BTW, Frank Shamrock submitted Phil Baroni tonight and won the Elite/Strikeforce middleweight title)


Cindy

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-----Original Message-----

From: Marc Cifelli [mailto:mc@arrivacapital.com]
Sent: Saturday, November 04, 2006 8:17 PM
To: 'keneade93101@yahoo.com'
Subject: A long overdue conversation- My apologies


Ken,

My friend my partner...Since I haven't been able to get in touch with you by phone to discuss theses issues... I will try to address them over an email and explain my feelings.

First off, Flattery is usually not my thing or in my repartee but...I did want you to know that I think you are an ABSOLUTELY incredible person, and I truly respect you in all regards, I think you are very intelligent and accomplished, extremely generous and kind individual. I truly appreciate all that you have done for me, and respect all the hard work and sacrifice that you've put into the companies and transactions that we have been involved in. None of this is ever overlooked by me and I truly see all that you do and I give you all the credit I the world. With this said, I also want you to know that enjoy knowing you both on business capacity and spending time with you on personal level. I consider you a business partner and a friend to me as close as any other.

Jumping right into the gossip at hand... I do have to say that I definitely owe you an apology and I was wrong for some of the things that I mentioned to James with regard to the company and my concerns w/ some of the projects and how things were being handled internally, it even went a little further beyond that into your personal life and how that sometimes has an effect on business.... I do realize now that I was completely in the wrong for doing this, and see how it has negatively hindered productivity and upset balance to NS. I should have been more upfront with you in the first place and talked to you face to face, but I always figured you would get defensive or not take what I was saying in stride, and that would only cause conflict between us in our business and personal relationship and my relationship with your wife, etc. which and only make more problems in the long run...

Where I come from we always say what's on our mind face to face with those we are close to. In this circumstance it appears that you really don't want to hear, or aren't able to deal with anything that's in opposition to your beliefs system, you are in complete and total denial of what is the truth and reality.

For instance, you know that I absolutely love Agata and think the world of her as a person and actress. She is very beautiful and she is going to be very famous one day, but I can't even tell you as a person at risk of how you will act or how it will effect are relationship that I think she is a very bad candidate (awful candidate) to play a lead in Whiskers or Never Submit. Although she is a breathtaking actress this does not make her right for these parts. Julia Roberts is an amazing actress but that doesn't qualify her to play the lead female or even supporting female roles in most films. Do you see my point?

What motivates you and what's best for the company are not always the same.

I have been meaning to tell you my feelings on this for a long time, but I never knew how to approach you or how you would react and I feared that if I did voice up some dissension that I be thrown under the bus and outcast from future projects where my interests and views weren't completely aligned with you and agata. Believe it or not but she has mind control over you, so if my views aren't in support of what Agata wants than you will always side with her or be persuaded by her to do what she wants and I will be thrown under the bus and kicked to the curb, and she doesn't take NO for an answer. Never!!!

I witnessed this firsthand on the set of "Say it in Russian" How you guys (you and agata) altered the project and made unilateral decisions that didn't have the projects and the company best interests at hand. I feel bad saying this, but I question if you were trying to make the best movie and company with the investor's money or you were just out looking for your own interests and to boost Agata career and fame. Please don't take this the wrong way or personally but I will give you examples...

The movie is produced by Agata which is true to a certain extent, but let's be honest you are giving Agata most the credit for Larry Gross's work. You threw him off the project and changed his script and the action (remember he is a bonefied writer and has a proven track record to sell movies) his name alone was worth gold to us in this project, it sells! However for some reason it appears as if Agata had a problem with his script and so you altered the plot and took out most of the action. This decision isn't a good business decision, definitely not in the best interests of the project or the company. Larry Gross sells movie he has proven to do this. Don't take offense but Agata does not sell movies, and has no track record doing so at this point in her career. I never even had a say in this decision I learn about this decision after the movie was done.

The company and investors of the company want us to make movies that sell, they invested there hard earned money for the sole reason to fund successful projects, there main objective for investing, like me, is to make money not make Agata happy, by launching her career and her fame.... So, I am asking you honestly what is your true intention for this company??? You can fault me for questioning this... I honestly believe your intentions are right and just, but not to offend you, the problem is you are constantly being influence by Agata to make decision that benefit herself instead of the company and it easier for you to keep her happy by giving her what she wants or you will risk losing her (SHE MIGHT LEAVE YOU) There... I spelled it out for you... I always wanted to tell you this but I didn't have the nerve, because the truth can sometime cut like a knife and I didn't want to hurt you.

Ken, I don't want to hurt your feelings, I am actually looking out for you because you are a friend, but everyone can see that this is the truth except for yourself. You are in denile. Don't get me wrong I love Agata and love you two together but there is an obvious conflict of interests between your relationship and this company and this needed to be addressed. Other areas, where there was conflict of interest in SIIR, when it came to casting people or locations the decision we made were what you and agata wanted rather than what made sense in a business capacity as to cost and earning potential of the movie. They were more personal preference about how Agata wanted the movie to be, which didn't necessarily affected the bottom line or profitability of the project to Imperia in a positive. Mazzacone wanted to film in Romania, major cost saver but agata didn't want to because it sacrificed the beauty of "her" film. This film should have been viewed as the "companies" film not Agata's film, and so Mazzacone was throw off the project because he was being business (friendly) savy, not Agata (friendly) savy...

He is a big time producer who could have saved us millions (our money) on production and helped us with distribution and sold the shit out of our movie ten times over at this point so we could have had money in the bank for NS. His names sells!!! $$$$$$$$$$$$, Instead I kept funneling money into the movie and it's still not done, but he (mazzacone) didn't benefit what you and agata wanted and so he was fired? Who paid for all this? Everyone, the shareholders, you and myself included. I am not mad at you for this as long as you are now hearing what I am saying to you with an open mind, I hope this is not falling on deaf ears.

With the cast of SIIR, the same thing happened, instead of getting the actors/actresses that would sell and make us money you got the one that agata wanted to work with. Are you mad at me for laying this all out on the line? I bet you are quite offended but I'm saying all this for good reason... All this drama has started as a result of me not taking this up with you in the beginning. My intentions are good for coming to you and getting this all off my chest. If I had done this earlier all this drama would not have came to a head.

Ken, don't get me wrong I am not mad at you. Actually I am very happy with you for everything you have done for me and for allowing me to come along on such a wonderful ride and being involved in all of this. I will forever indebted and thankful for this experience and new life and new people that you have included me into, however I feel its my duty as a friend and a concerned business partner to lay this all out for you even if it hurts your feelings. This is for your benefit alone, to understand what everyone perception is in this company. I am not alone in these beliefs, read the stock boards, if you were to announce casting agata as lead in the next film every shareholder were sell out of Imperia, except for me. I am a true friend to you whether you believe this it or not. I am the only one who has enough balls and a close enough relationship with you to say it to your face out of those people who deal with you on a day-to-day basis. I am doing this all with your best intentions in mind, I hope you understand and are not mad for all that I have said.

I do have one moresmall grievance with how finances are being handled in Imperia that's not important to discuss at this time, we can talk about this at a later time when we can speak directly. After that all and any beefs will be out in the open and same going forward. From now on if I have any concerns I will speak them directly to you and not involve any other. I apologize for this and getting James involved I can see he used me as a guinea pig to voice up his own concerns and use me for support and someone to throw under the bus that has similar view to his own, this way he doesn't have to personally voice them to you from himself and he can use a third party to do this...which is bullcrap, but I was in the wrong for involving him so I will take the blame even though it obvious to me he blew this WAY the fuck out of proportion and alienated me to accomplish his eprsdonal objectives.

I have learned a really big lesson from this all. I hope you still know that I am a friend and someone you can always trust.

Try to enjoy the rest of your weekend...


With much love and sincerity,
Your friend and biz partner,


Marc


9I know agata is going to be pissed at me for ever as a result of this but how else could we face these issues without laying it all on the line...)


Thanks,

MC


Marc A. Cifelli
Arriva Capital
Phn:(973) 420-XXXX
Fax:(973) 403-0387
mc@arrivacapital.com
www.arrivacapital.com