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1 Good News Holdings and Good News Holdings' Chief Operating Officer, Shawn Carroll 2 ("Carroll"), and Chief Managing Officer, Ken Keim, that, indeed, the Good News Holdings

3 traditional media was successfully moving forward with several business opportunities.

4 3D, Cross-Complainant is informed and believes and on that basis alleges that the 5 statements by Kirkpatrick, Black and Cotton reqardinq Good News Holdings' Christian, 6 faith-based movie rights and the stage of developrrent of said movies were false and 7 misleading when made. Moreover, Cross-Complainant is informed and believes and on that 8 basis alleqes that the representations concerning Good News Holdings' progress offilms in 9 production were false and misleading when made,

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Failure to Abide by Contractual and Fiduciary Duties to Apprize Board I)f Managers

12 31. On January 30,2007, the foundinq partners of the Company entered into an 13 Amended and Restated Limited Liability Company Agreement for Good News Holdings (the 14 "January :2007 Operating Agreement"). Among other terms, the January 2007 Operating 15 Agreement created a Board of Managers with sole authority to manage the business, 16 properties and affairs of the Company.

32. Instead of presenting significant agreements and other decisions to the Board

of Managers for decision as required under the terms of the January 2007 Operating Agreement, Kirkpatrick, Black and Cotton continued to operate as they had prior to the January 21)07 Operating Agreement, namely, only pres sntinq their decisions and actions on behalf of the Company to the Board of Managers after the fact.

33. Over time, it became increasingly clear to Cross-Complainant that a division

between tile six partners had been made between Good News Holdings' traditional media (films), headed by Kirkpatrick, Black and Cotton, and its technology projects, Moreover, Cross-Complainant and others later discovered that Kirkpatrick and Black had engaged in unbridled spending, nepotism (hiring of family memhers without Good News Holdings' knowledqe or approval) and lack of accountability to investor dollars spent to support their film initiatives.

Cross Complaint of Christopher Chisholm

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r>~ 1 34. Unbeknownst to Cross-Complainant at the time, Kirkpatrick had numerous 2 business initiatives occurring simultaneously, with false promises made to writers, producers 3 and others, that caused Kirkpatrick and Black to find themselves - and thus Good News 4 Holdings - backed into a financial corner. Cross-Complainant subsequently discovered that 5 Kirkpatrick and Black had squandered all such business initiatives.

6 35. Cross-Complainant is informed and believes and on that basis alleges that 7 Cotton, Kirkpatrick, Jeff Anderson (Strategic Director for Project Julia), and Black had 8 carelessly, needlessly and recklessly squandered so rnuch of Good News Holdings' funds 9 on numerous open-ended initiatives, that many of thOSE! with whom the initiatives were being

10 negotiatecl became concerned that they would never receive payment.

11 36. As one example, Cross-Complainant is informed and believes and on that 12 basis alleqes that Kirkpatrick attempted to secure the rights to a book entitled, "Christ the 13 Lord" by Anne Rice; that Rice waited so 10n~1 to be paid and became so upset with 14 Kirkpatrick's numerous misrepresentations concerning the development of the project that, 15 when a portion of her money due her was sent, she returned it to Kirkpatrick; and that she 16 then complained to Kirkpatrick that he had made numerous misrepresentations to her about 17 the progress of their purported arrangement.

37. Cross-Complainant is informed and beliEwes and on that basis alleges that,

insofar as Good News Holdings ever had the film rightu to the Anne Rice bestseller "Christ the Lord," Kirkpatrick, Black and Cotton caused Good News Holdings to abandon those rights in or around 20 August 2007, and did so without seeking approval of the Good News Holdings Board of Managers. As the Anne Rice relatio 1ship and option for Christ The Lord were in Kirkpatrick's hands, it was his actions that so alienated Ms. Rice and her legal and talent representatives, that caused Good News Holdinqs to lose those rights.

38. The following is a partial list of other business deals that Kirkpatrick, Black

and/or Cotton recklessly caused to fail and that ultimately led to Good News Holdings' demise: Duddleytown; Yoga Baby; Save My Life.org; Dave Steward, Sr.; Tynda\e Publishers; the Chen Family; and John Loggian .

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Cross Complaint of Christopher Chisholm



1 39. Cross-Complainant is informed and believes and on that basis alleges that this 2 course of conduct by Kirkpatrick, Black and Cotton caused the uncontrolled expansion of 3 Good News Holdings' business, uncontrolled and unnecessary spending, abandonment of 4 Company projects without notice to, or the consent of, the Board of Managers, and 5 misappropriation and/or diversion of Company assets to unapproved and unauthorized 6 endeavors that ultimately failed. In short, Kirkoatrick, Black" and Cotton were making 7 decisions that should have been made only by the Company's Board, and the Board was not 8 being kept apprized of important matters.

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Kirkpatrick BankruptQY

10 40. Cross-Complainant is informed and believes and on that basis alleges that at 11 no time did Kirkpatrick ever disclose that he had commenced a Chapter 7 bankruptcy case 12 on July 2:5, 2005, which remained pending at all tirres during October, November and 13 December 2007, in which Kirkpatrick represented under penalty of perjury that his 14 membership interest in Good News Holdings (which was 40% as of July 25, 2005) had a 15 market value of $0.

16 41. This concealment of a material fact was particularly damaging to Cross- 17 Complainant, who co-signed numerous legal documents with Kirkpatrick as a guarantor, 18 including without limitation, a three-year corporate lease, an American Express Gold Card, 19 a Bank of America Platinum Visa Card, a Bank of America small Business Line of Credit, the 20 lease on the corporate phone system, the lease on a photocopy machine, and a lease on 21 an apartment for David Steward, Jr.

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Usurpation of Corporate Opportunities

23 42. The January 2007 Operating Agreement contained a non-compete prohibition

24 affecting each of the founding partners of the company:

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4.5.1 No Founding Member, other than a Retired Member, shall engage in any occupation, profession, employment or other business, as an officer, director, Member, employee, agent, consultant or otherwise, without prior notice to the Board of Managers, unless such activity is carried out on behalf of the Company or an Affiliate.

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Cross Complaint of Christopher Chisholm

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I~~J 4.5.2 Notwithstanding the foregoing, no Founding Member or Manager shall engage in any activity that competes directly with the business of the Company, as determined by the Board of Direc.tors.

Cross-Complainant is informed and believes and on that basis alleges that Kirkpatrick, Black and Cotton directly and intentionally disregarded these prohibitions.

43. Cross-Complainant is informed and belie lies and on that basis alleges that, on

or before 23 September 17, 2007, without authorization of the Board of Managers, Kirkpatrick sold or transferred, or caused Good News Holdings to sell or transfer, a portion of one of Good News Holdings' business initiatives, then called Project Julia, which was a proposed film studio to be located in Plymouth, Massa.chusetts.

44. During the September 17, 2007 meetinq of Good News Holdings' Board of

Managers, Kirkpatrick disclosed that he recently had sold, or had caused Good News Holdings to sell or transfer, a portion of Project Julia. Also during the September 17 Board Meeting, Kirkpatrick announced that he could take any action that he wished with respect to Good News Holdings without authorization from the Board of Managers, in violation ofthe Good NeVIs Holdings' January 2007 Operating Agreenent.

45. Cross-Complainant is informed and believes and on that basis alleges that,

insofar as Good News Holdings had rights to the "Dudleytown" books and to the films to be based on those books, Kirkpatrick, Cotton and Black caused Good News Holdings to abandon those rights, and did so without obtaining approval of the Good News Holdings Board of Managers, Cross-Complainant is inforrned and believes and on that basis alleges that a significant contributing factor as to why the proiect and book deals did not come to fruition was the misrepresentations by Kirkpatrick and Black made to Thomas Nelson and to Cross-Complainant, Good News Holdings and other parties attached to DudleyTown.

46. Cross-Complainant is informed and believes and on that basis alleges that

Kirkpatrick, Black, and Cotton individually took control over Project Julia LLC - which was Project Julia's owner - and did so without obtaining approval of the Company's Board of Managers. Cross-Complainant is informed and believes and on that basis alleges that Kirkpatrick renamed Project Julia and it is now called Plymouth Rock Studios. Cross-

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Cross Complaint of Christopher Chisholm

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1 Complain ant is further informed and believes and 011 that basis alleges that Kirkpatrick 2 currently i:s the President of Plymouth Rock Studios anc the Managing Officer of Project Julia 3 LLC. Cross-Complainant is informed and believes and on that basis alleges that in May 4 2008, Plymouth voters approved the sale of 300 acres of land to Plymouth Rock Studios as 5 the site for the studio. Cross-Complainant is informed and believes and on that basis alleges 6 that Kirkpatrick now represents himself to be the founder of Plymouth Rock Studios, and that 7 Kirkpatrick, Black, and Cotton are listed on the Plymcuth Rock Studios' website as being 8 members of its development team.

9 47. Cross-Complainant is informed and believes and on that basis alleges that

10 Kirkpatrick, Black, and Cotton also have co-founded thE! ROCK Educational Cooperative, an 11 entity associated with Plymouth Rock Studios, which shares elements of Good News 12 Holdings' mission and which now has relationships with entities that also had relationships 13 with the Company, including Tyndale Publishers, Thomas Nelson Publishing, and Promise 14 Keepers.

15 Proposed Sham Sale of CDmpany

48. Soon after the September 17 Board meeting, Kirkpatrick informed Cross-

Complainant and others that Tom Bobbit ("Bobbit"), through an entity named Whitney Investments, had made a proposal to Good News Holdings to purchase all of the outstanding ownership interests of Good News Holdings for $14.4 million (the "Whitney Transaction"). Kirkpatrick insisted that Cross-Complainant and the other members of the Board of Managers approve the Whitney Transaction on an expedited basis at a special meeting, ~Iiving only 48 hours prior to such rneetinq to review the transaction.

49. Cross-Complainant and the other members of the Board of Managers

approved the Whitney Transaction as a means of realizing some cash in return for shareholder investment in the Company. Whitney lnvestments did not proceed with the purchase, however, and Cross-Complainant later leamed that Whitney Investments was a company secretly founded by defendants Kirkpatrick ar d Black and by Kirkpatrick's brother, Douglas Kirkpatrick .

Cross Complaint of Christopher Chisholm

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1 50. Cross-Complainant is informed and bel eves and on that basis alleges that 2 there wag never a binding commitment by Tom Bobbit to proceed with the Whitney 3 Transaction, and that Kirkpatrick'sinsistence on a hurry-up approval of the transaction was 4 to prevent Cross-Complainant and others from learning the true identities of the persons who 5 were behind the formation of Whitney Investments.

6 51. Cross-Complainant is informed and believes and on that basis alleges that 7 Kirkpatrick and Black had carefully planned for this false sale to gain control of Good News 8 Hold ings and further their desire to make movies at their own studio, under their own terms, 9 and without the debt or threat of Good News Holdings.

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Following the non-consummation of the Whitney Transaction, Good News

11 Holdings ·thereafter ceased active business operations and is now insolvent.

12 53. Cross-Complainant is informed and believes and on that basis alleges that the 13 financial demise of Good News Holdings is directly attributable to the numerous 14 mlsrepresentations of Kirkpatrick, Black and Cotton that caused business opportunities and 15 initiatives for the Company to fail, and their exorbitant and unbridled abuse of Company 16 resources, to attempt to fund the same.

17 54. Despite the demise of Good News Holdlnqs, Cross-Complainant and a handful 18 of others continued to work tirelessly, with no thought of compensation and at great personal 19 financial sacrifice, to try to address the issues facing the Company, generate funds to pay 20 creditors and former employees to whom the Company is alleged to owe back pay, and 21 create value for investors.

22 55. Moreover, Cross-Complainant is informed and believes and on that basis 23 alleges that, had Cinel made the final $750,000.00 payment he was obligated to make under 24 the Stock Sale Agreement, and had Kirkpatrick, Black and Cotton not continued to pursue 25 their business objectives without executive or board support, Good News Holdings would be 26 a financially successful enterprise today.

Cross Complaint of Christopher :::hisholm