Presiding Judge: Penick

IN THE SIXTH JUDICIAL CIRCUIT COURT 
IN AND FOR PINELLAS COUNTY, FLORIDA
CIVIL DIVISION

ROBERT S. MINTON,					
                                            Petitioner,

Case No.: 02-8684CI-8

v.

PETER ALEXANDER,
                                            Respondent.

________________________/		

PETITION FOR INJUNCTIVE AND OTHER EQUITABLE RELIEF

COMES NOW Robert S. Minton ("the petitioner") and sues Peter Alexander
("the Respondent") and states:

1.  	This is an action for injunctive and other equitable relief.

2. 	This court has jurisdiction over the subject matter of this
action because it arises from Florida Statutes. Venue is proper in
Pinellas County Florida because Courage Productions has done business
in Pinellas County Florida, including distributing for profit the sole
product it ever produced, a motion picture known as "The Profit." 

3.  	In February of 2000, the petitioner and the respondent reduced
to writing an agreement they reached in Pinellas County, Florida to
produce a motion picture, and to do so under the aegis of a Limited
Liability Company known as Courage Productions.  A copy of the subject
Operating Agreement (the Agreement) is attached hereto as "Exhibit A".

4.  	At all times material hereto the petitioner and the respondent
were the only members of the LLC with the petitioner contributing
$2,448,211.00 to the capital of Courage Productions and the respondent
contributing $100.00.

5. 	At all times material hereto the respondent was responsible to
maintain all books and records of the company in Florida. The
respondent has caused the removal of said records to the state of
California.

6.  	At all times material hereto the respondent was obligated not
to misappropriate or waste company assets.  The respondent has
misappropriated company assets inter alia by bringing a Federal
Lawsuit in the Middle District of Florida without the consent of the
petitioner; by retaining counsel to do so without the consent of the
petitioner; on information and belief by using company assets to 
pay counsel to engage in this activity; and on information and belief
to pay himself and third parties money in excess of what is permitted
by the agreement or otherwise misappropriated company assets for other
purposes.

7.  	At all times material hereto the respondent was obligated to
avoid using the company to exceed or abuse the authority conferred on
it by the agreement.

8.  	At all times material hereto the respondent was obligated to
permit Petitioner or his designee to inspect the books and records of
the company upon reasonable request and within a reasonable time.

9. 	On June 5, 2002, the undersigned as counsel for the petitioner
sent a certified letter to the respondent requesting a time for a
review of the books and records of the company.  A copy of that letter
with the certification is attached as Exhibit "B".

10.  	On June 11, 2002, Luke Lirot, Esquire ("Mr. Lirot"), who is
counsel for the company, advised the undersigned that further
communication to the respondent should be made through him and that he
would make arrangements for an inspection  of the books and records
within a reasonable time.	

11. 	On June 21, 2002, there had been no inspection of the books
and records, and the undersigned again requested that said inspection
take place.  A copy of this communication is attached as Exhibit "C".

12.  	When no written response was forthcoming, the undersigned
again contacted Mr. Lirot, who thereafter advised the undersigned that
the respondent was "out of town" until the beginning of July 2002, and
that the books and records were located in California with an
accountant of some sort whom the respondent had presumably engaged.

13.  	Mr. Lirot further advised the undersigned that the aforesaid
"accountant" did not have an office, that he "works out of his house,"

and that he would not be available even to send the records back to
Florida until July 16, 2002.

14.  	Between July 2002, and the date of this petition, Petitioner
has consistently been rebuffed in his efforts to obtain the books and
records of  Courage Productions.

15.  	Pursuant to the terms and conditions of Exhibit A, the parties
are to resolve disputes arising out of Exhibit A by arbitration, in
adherence to the Rules Promulgated by the AFMA.

16.	     The AFMA is a filmmaker's organization with offices in
California and  New York, and with no mediators of its own in Florida.

17.  	Rule 10.1 of the Rules of Procedure governing the AFMA states
that arbitration is not contemplated in disputes where one party or
the other is seeking interim equitable relief.

18.  	Accordingly, this action falls outside the Rules contemplated
by the AFMA  because the relief sought here would be a  predicate to
the existence of a dispute, depending on what is determined by the
accounting which is sought.

                                  PETITION FOR INJUNCTIVE RELIEF

Petitioner re-alleges paragraphs one through eighteen hereof and
further states:

19. 	This is an action for injunctive relief with notice.

20. 	Petitioner is without adequate remedies at law.

21. 	Petitioner avers that irreparable harm will occur if an
injunction is not issued.

22. 	On information and belief the company has liquid assets and
other assets in the control of the respondent. 

23.  	The petitioner has cause to believe that if an injunction does
not issue these assets will be disbursed, concealed, or otherwise made
unavailable to him by the time this action is concluded.

24.  	The respondent has no immediate need for any of these assets,
nor to spend any additional company money.

25.  	It is in the interest of equity and justice that the court
order the immediate disclosure of the whereabouts and the value of all
company assets by the respondent and the disposition by the respondent
of all $2,448,211.00 of capital provided by the petitioner.

26.  	It is also in the interest of equity and justice that these
assets be enjoined from any kind of alienation whatsoever by the
respondent, directly or indirectly, or by the respondent through any
third party.

27.  	It is also in the interest of justice that all the books
records,  accountings, and documents showing the whereabouts of assets
of Courage Productions and the disposition by the respondent of all
funds ever in the possession of Courage Productions be turned over to
the petitioner at once so that he may perform an independent
accounting.

WHEREFORE the petitioner prays that this court take up this count on 
an emergency basis, and that an injunction issue restraining the
alienation,  assignment or hiding of company assets, by the
respondent, directly or indirectly or through any third party,  on a
temporary basis, and until such time as there can be an accounting and
until  such time as the assets are to be equitably divided, and grant
such further  relief as the court deems appropriate and just. 

________________________
ROBERT S. MINTON

STATE OF NEW HAMPSHIRE)
COUNTY OF ROCKINGHAM) ss

This instrument was sworn, subscribed and executed before me on this
31 st day of  October, 2002, in the state of NEW HAMPSHIRE by ROBERT
S. MINTON, who is personally known to me .

                                       ___________________________
                                       NOTARY PUBLIC
		My commission expires: 

Respectfully submitted,

___________________________
Thomas H. McGowan, PA
FBN: 0234052 SPN: 98632
150 Second Avenue North Suite 870
St Petersburg, FL 33701
ph: 727-821-8900 fax: 727-821-3117