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Dear Sir or Madam:

           This firm represents iDownload.com with respect to your inaccurate classification of
iDownload's software product, iSearch toolbar, by referring to it as Spyware in its description.
Specifically, a recent review of materials disseminated by your company, via the Internet,
revealed that your company is falsely disparaging iDownload's product, iSearch, in that Castle
Cops f/k/a Computer Cops, L.L.C. classifies the product as Spyware and articulates that,

                       iSearch is certified spyware/foistware, or other malware.

           Castle Cops f/k/a Computer Cops, L.L.C.'s characterization of iSearch as Spyware is
damaging to the iDownload brand.   As we all know, Spyware is a phrase within the public
conscience that has a specific meaning.  A classification of Spyware is usually reserved for those
programs that not only have the ability to scan an end- user's computer, but also seek to remain
unnoticed or hidden, and also seek to gather personal information such as passwords, account
numbers, etc. of the end-user. iSearch does not fit this profile.

           iSearch does not qualify as Spyware.  iSearch is a toolbar that in no way attempts to
remain hidden or evade detection.  Continuing, unlike Spyware, iSearch does not gather any
personally identifiable information about end users, does not collect data about the user's web
usage, does not collect any information entered into web forms, does not share information with
third parties, does not send or cause to be sent unsolicted e-mail, and does not install items such
as dialers on the end user's computer.

           We would request that you correct your disseminated materials immediately to remove
any reference to iSearch as Spyware, Foistware, or Malware.  To the extent you fail to remedy
your improper disparagement of the iDownload brand on or before February 15, 2005, we will
take all necessary action against your company to protect iDownload from your continuing
tortuous conduct.  Should you have any questions regarding the foregoing, please feel free to
contact me.

                                                                                 Best Regards,

                                                                                 Mark D. Hopkins

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