WC Exhibit 1

Fellow Boardies:

In advance of Tuesday’s vote on whether to keep our Worker’s Comp insurance, I’d like to frame the issue as I see it. I’m not asking you to vote any particular way (although there won’t be much doubt about which way I’ll vote), but just calling on my 35 years’ experience as a practicing lawyer to state what I think is the essential question.

Based on Steve’s excellent research and presentation, I have no doubt that as a matter of law, performers at our venues are contractors rather than employees, and should not be able to sue us under the WC system.

But, please notice that I said “should.” As much as I wish there were, our legal system doesn’t have a button you can push that says “right result for free.” No matter how meritless a suit may be, it has to be defended against; even stupid lawsuits don’t go away on their own. And, the result of a lawsuit isn’t always the legally correct one.

If we’re ever sued under WC, it would be by a performer who has lost or had significant damage to his/her livelihood while playing for us, and would be looking to maintain some income in any way s/he could. Unlikely, but not out of the question – and for that reason, and with apologies to a dear friend, I truly don’t think we’re talking about “asteroid insurance.” And, we would not necessarily be the side that got the sympathy.

Also, I recall Steve reporting that officers and directors could be personally liable if WC insurance is required and we did not carry it “in bad faith.” What does “bad faith” mean? I could look up the legal definition, but my 35 years tells me that it’s whatever the trier of fact decides it is.

The sum of this is that to me, the risk of being sued under WC, and ultimately losing, is small but real. And, even being sued and winning would cost us.

It’s ultimately a question of how much risk you’re willing to undertake – and that’s a question that each Board member must decide for him/herself. Bu, let me suggest that that’s what insurance is for.

Thanks for listening. And, whatever the decision ultimately is, I hope that we can make it and move on.

J