December 17th, 2003

Via Certified Mail. Return receipt requested

Steven H. Robinson, Esq.

320 West 89th street (A

New York NY 10024

Re: Madeleine Peyroux

Dear Mr. Robinson:

    We are in receipt of your letter dated December 3, 2003. You are incorrect in your statement that there is no understanding between Ms. Peyroux and your client, William Galison with respect to the seven (7) demonstration recordings made by them early in 2003.  You are also incorrect in your statement that Ms. Peyroux has no objection to Mr. Galison exploiting any of those recordings, other than on compact discs for sale only at her live performances. As Mr. Galison is aware, the demonstration recordings were made while Ms. Peyroux was involved substantive negotiations with Rounder Records to enter into exclusive recording agreement in connection with a full-length solo album. The recordings were made with the knowledge and pre-approval of Rounder for purposes of auditioning material and arrangement ideas for her album as well as soliciting prospective producers. Mr. Galison and Ms. Peyroux also agreed, with Rounder's pre-approval, that compact discs embodying solely those recordings could be sold, but only at Ms. Peyroux's live performances until her album was released by Rounder. Ms Peyroux and Mr. Galison further agreed that sales of the compact discs at live performances would be split between them.  Ms. Peyroux and Mr. Galison both contributed to the costs of producing the demonstration recordings. Any further exploitation beyond sales at Ms. Peyroux's live gigs was restricted pursuant to the agreement between Mr. Galison and Ms Peyroux, and her agreement with Rounder records (of which William Galison was aware), so there currently exist no further provisions for distribution of proceeds for any other exploitations of the recordings. Mr. Galison is aware of the terms of the exclusive recording agreement between Ms. Peyroux and Rounder records concerning these demonstration recordings which restrict their use as Mr. Galison and Ms. Peyroux agreed between themselves.

We have now been advised by Rounder records that Mr. Galison's manager, Laura Minor, called Rounder to say that Mr. Galison plans to release the recordings, together with additional instrumental material, as a full album in February, 2004, and to undertake a national marketing campaign in connection therewith. Ms. Peyroux and Rounder both object, not only because any such release would violate the terms of Mr. Galison's agreement with Ms. Peyroux and hers with Rounder, but also because the subject recordings are unfinished demonstration recordings. Neither Ms. Peyroux or Rounder are satisfied with the quality of the recordings, and are accordingly concerned that their release remain restricted as agreed. (Apparently this does not concern Mr. Galison or Ms. Minor!)

Based on the foregoing, it is the position of our client and Rounder that if Mr. Galison or his designees proceed in the manner described by Ms. Minor to Rounder, such claims will give rise to material breach of the agreement between Mr. Galison and Ms. Peyroux concerning exploitation of the recording, tortious interference with the contractual relationship between Rounder Ms. Peyroux and Rounder Records, infringement of Ms Peyroux's rights in the recordings and her performance thereon, unauthorized use of our client's name, likeness and trademark, false designation of origin under the Lanham act and violation of various state and common law unfair competition and unfair trade laws. Ms. Peyroux and Rounder records will advise any third party seeking to sell, distribute or otherwise exploit any of the recordings that such release is unauthorized and actionable. Ms. Peyroux will also publicly disclaim and renounce her association with the non-authorized, commercial release of her unfinished demonstration recordings and any improperly added compilation material, and let her fans know that any such release is undertaken by Mr. Galison and Ms. Minor over her objection and without her support. (Ms. Peyroux would similarly object if, for example, her prior label, Atlantic records, announced an intention to commercially a compilation album culled from outtakes, demonstration recordings and/ or unfinished tracks Ms. Peyroux made for Atlantic over the years, with or without the contractual right to do so- although this scenario is unlikely as Atlantic would itself recognize the inadvisability of any such release in terms of its own reputation and image.) Unless your client immediately confirms that he will cease from proceeding as set forth in your letter and otherwise as Ms. Minor has advised Rounder, we have been instructed to take all necessary legal action to enjoin any such intentionally infringing and unauthorized exploitation of the recordings and violative marketing activities and collect damages and attorneys and legal costs.

As to other points raised in your letter: despite your assertion that Mr. Galison financed the recordings, our records show that Ms. Peyroux reimbursed Mr. Galison $1,150 for the recording costs and directly paid $570 in further recording costs to the studio where the recordings were made, Excello recording in Brooklyn, New York. You letter fails to mention that Mr. Galison did in fact perform together at a number of her shows in the first half of 2003, at which time compact discs embodying the demonstration recordings were sold. However, as further described below, it was Mr. Galison's own acts which caused Ms. Peyroux to discontinue their working relationship in mid-2003, so we remain incredulous as to your statement that Ms. Peyroux unfairly denied Mr. Galison an opportunity to recoup recording costs he incurred to produce the demonstration recordings. In any event, any opportunity Mr. Galison or Ms Peyroux might have had to recoup their respective investments from sales of compact discs at shows were limited by the terms of their agreement and the Rounder agreement, and were speculative at best. Recoupment of monies Mr. Galison spent to produce the recording was certainly not guaranteeable or guaranteed by Ms. Peyroux, and she bore similar risk with respect to her own presently unrecouped investment. Notwithstanding that, as the primary claim contained in your letter confirms Mr. Galison's failing to recoup an investment, please quantify that claim and let us know the specific unrecouped dollar amount Mr. Galison has invested, taking into account Ms. Peyroux's contribution to the production of the recordings and any earnings from sales which have already been credited to Mr. Galison. You should also quantify any amounts you believe Mr. Galison is due from Ms. Peyroux for sales of CD's for which he has not yet been compensated. And you should please also include any proposal you may have for Ms. Peyroux to purchase Mr. Galison's interest in the recordings. If you fail to so quantify that claim, we will understandably assume that your client's claim involves more than recouping an investment, and is rather an ill advised attempt by your client to trade on the name and reputation of Ms. Peyroux to boost his own career by passing off an inferior version of a Madeleine Peyroux album.

We also hope that the fact that Ms Peyroux recently declined Laura Minor's long-running entreaties to act as Ms. Peyroux's manager is not a factor motivating Ms. Minor's engagement to act for Mr. Galison, and her unprofessional acts and statements reported to us by Rounder. Ms. Minor is may be poorly representing Mr. Galison if she while doing so she is also pursuing a personal vendetta against Ms. Peyroux. Although Mr. Galison's and Ms Minors's reported plans appear to be more than frustrated and spiteful attempts of disgruntled former business associates to vengefully trade on the name and reputation of Ms Peyroux than any rational or potentially lucrative business plan, we will defer final judgment until you have had the opportunity to respond to our request that you quantify the dollar amount of Mr. Galison's claims against Ms. Peyroux.

Your letter is also incorrect with reference to your understanding of "open matters" and "outstanding issues" referred to by me in my correspondence with Mr. Galison. Over the course of this year, we have obtained directly and from Ms. Peyroux, evidence of numerous incidents of physically and verbally abusive behavior by Mr. Galison against Ms. Peyroux. This behavior contributed in part to Ms. Peyroux's ultimate decision to discontinue her business association with Mr. Galison with Ms. Peyroux in mid- 2003. Thereafter Mr. Galison made numerous libelous and slanderous statements about Ms Peyroux to her business colleagues and representatives. Mr. Galison has also made documented claims and threats against Ms. Peyroux and her business representatives, which caused her to contemplate filing criminal harassment charges against Mr. Galison when such behavior continued and began impacting her career. I eventually advised Ms. Peyroux and her manager to refer all correspondence and other communications from Mr. Galison to them and Ms. Peyroux's business associates for response. Mr. Galison did thereafter contact me specifically about a claim for payment for a performance Madeleine played at the Tin Angel in Philadelphia, for which she initially intended Mr. Galison to play before she terminated their relationship. Mr. Galison demanded payment of $1000. I explained that Ms Peyroux's entire fee for the gig was $1500, out of which she had to pay the other musicians that did accompany her, and that they received approximately $400 each. Accordingly, Madeleine authorized me to offer Mr. Galison $300. He said that it was not reasonable given other unrelated matters that were still unresolved, but he refused to advise me of details of any such unresolved matters. I indicated that I was willing to resolve any and all other matters he may have been referring to, together with the claims related to the Tin Angel, however it made no sense to be compensating him for other issues at the same time as the Tin Angel matter if the other issues were not to be fully resolved. That is, I was saying, and now repeat that Mr. Galison should raise in detail and quantify in dollar terms, any and all open claims he has with Ms. Peyroux for which he seeks compensation or other resolution, including relating to the Tin Angel and any other quantified amounts he feels he is owed in connection with costs incurred in connection with the subject demonstration recordings. If Ms. Peyroux and Mr. Galison mutually agree on disposition of those issues, Ms. Peyroux will agree to settle them in consideration of a full release and undertaking by Mr. Galison and his representatives to cease making false or disparaging statements to Ms. Peyroux's business representatives, musicians or other third parties, or other acts violative of or detrimental to Ms. Peyroux's rights or reputation. That is to say, as it is Mr. Galison who initiated threats and claims against Ms. Peyroux and her representatives as a result of her justifiably discontinuing her business relationship with him, it would not make sense at this point for Ms. Peyroux to settle any particular claims piecemeal, without resolving any and all claims Mr. Galison may have against her and her associates and exchanging mutual releases.

As far as Mr. Galison assembling and exploiting Madeleine Peyroux album without required rights, and against her will, we believe Mr. Galison has more to lose in terms of his own reputation than he has to gain by recovering any unrecouped recording costs. As his own actions against Ms. Peyroux caused her to end their business relationship, he should not now complain that she has denied him an opportunity to recoup these costs. Nor should he risk the embarrassment to himself of being perceived to boost his own career on Ms Peyroux's success and good reputation. If Mr. Galison believes the statement Laura Minor reportedly made to Rounder on his behalf, that a lawsuit by ms. Peyroux against Mr. Galison might be "good publicity" for Mr. Galison, then we have no doubt that his proposed course of action has little to do with seeking to redress some perceived loss of investment caused by allegedly unjustified actions of ms. Peyroux.

This letter is written without prejudice to all our client's rights and remedies in connection with those matters, all of which are expressly reserved.

Very Truly Yours,

Jeffrey A. Greenberg.

BELDOCK, LEVINE AND HOFFMAN

JAG/ja

Cc:  Madeleine Peyroux

       Cynthia Herbst

       Marty Wilard, Rounder Records