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June 4, 2004

Mr. Alan Heigl

Mill City Records P.O. Box 177

Northfield, MN 55057-0177

Dear Mr. Heigl:

           We represent American Mensa, Ltd. ("Mensa"), the well-known high-IQ society, in
intellectual property matters. We are writing to inform you that Mensa strongly objects to Mill
City Records' ("Mill City's") continued unauthorized use of Mensa's trademarks and its
infringement of related copyrighted works. Mensa also strongly objects to the appropriation of a
"Mensa"-based domain name registration in your personal name.

           Mill City is using as service marks MENSA, MENSAGENDA, MENSAN-STYLE,
MENSAPHONE, and the following Miscellaneous Design ("Mensa Logo") (collectively
"Complained-of Marks"):

           Mill City is using the marks in connection with providing on-line information in the field
of high intelligence; testing in the same field; newsletters in the same field; on-line handbooks;
on-line puzzles; providing links to Websites of others featuring on-line retail book store services;
and providing advertising space for others on-line, among other services. Moreover, Mill City is
publicizing its intention to use one or more of the marks on or in connection with cookbooks.
All of this is evident from Mill City's Website located at both www.minnesotamensa.org  and
www.millcitvrecords.corn/rnnrnensa. We are transmitting/enclosing representative examples.

           Moreover, you registered the domain name MINNESOTAMENSA.ORG in your
personal name on June 28,2003. We are transmitting/enclosing a printout of its registration
record.

           Additionally, Mill City is using copyrighted works found on the Website of Mensa's
Minnesota chapter located at www.rnnrnensa.org. These works include but may not be limited to
the works found via www.rnnrnensa.org/membership.html ("What is Mensa");
www.rnnrnensa.org/handbook ("MNMensa 2001 Member's Handbook"); and
www.rnnrnensa.org/archives ("Mensagenda" newsletter). We are transmitting/enclosing copies.
Mill City is using the same and/or substantially similar works; we are transmitting/enclosing
copies.

Our Client's Trademark Rights

           Our client's mark MENSA is registered in the United States Patent and Trademark Office
("USPTO") as a trademark, service mark, collective membership mark, and certification mark.
We are transmitting/enclosing a copy of the following incontestable registration, by way of
example:

MENSA, Principal Reg. No. 1,405,382, for "indicating membership in a society
in which the sole requirement for qualification for membership is a score at or
above the 98th percentile on any of a number of standard IQ tests" ("Mensa's
Collective Membership Services").

           In addition, the Mensa Logo is registered in the USPTO as a trademark, service mark,
and collective membership mark. We are transmitting/enclosing a copy of the following
incontestable registration, by way of example:

Miscellaneous Design (Mensa Logo), Principal Reg. No. 1,405,381, for Mensa's
Collective Membership Services.

           Moreover, our client has successfully policed the USPTO Registry over the years. As a
result, Mensa owns every active V.S. registration that contains or consists of the term
MENSA." Indeed, the mark MENSA is now famous.

           Mill City's unauthorized use of the Complained-of Marks constitutes infringement of
federally registered trademarks in violation of the Lanham Act ("Act") of July 5, 1946, as
amended, 15 V.S.C. § 1114(1). Its use is likely to cause confusion, mistake, or deception among
consumers as to the source of goods/services connected with the marks.

           Additionally, Mill City's unauthorized use constitutes unfair competition with federally
registered trademarks and common-law protected marks in violation of the Act, 15 V.S.C. §
1125(a)(1)(A). Its use is likely to cause consumers to believe that our client and Mill City are
affiliated, connected, or associated; or that our client sponsors, approves of, or is the origin of,
Mill City's goods/services.

           Moreover, Mill City's use of our client's mark causes actual dilution of the distinctive
quality of our client's famous MENSA mark, by blurring and/or tarnishment, in violation of the
Act, 15 V.S.C. § 1125(c).

           Further, to the extent Mill City may be presenting false and/or misleading information
about your company and/or Mensa in the context of commercially advertising or promoting its
goods/services, it is violating the Act, 15 V.S.C. § 1125(a)(1)(B).

           In view of the foregoing trademark violations, our client may be entitled to a preliminary
and permanent injunction pursuant to the Act, 15 V.S.C. § 1116; recall and destruction of Mill
City's inventory, if any, pursuant to the Act, 15 V.S.C. § 1118; and/or corrective advertising. If
it is confirmed that Mill City's continued violations were willful and/or there is actual consumer
confusion, our client may be entitled to monetary damages which could be trebled pursuant to
the Act, 15 V.S.C. § 1117(a)(b). Moreover, our client may be entitled to attorneys fees pursuant
to the Act, 15 V.S.C. § 1117(a), if this case proves exceptional. There may also be state
claims that could provide additional relief.

           We note that Mensa sent you a letter dated November 8, 2002, in this matter. We are
transmitting/enclosing a copy. Mensa considers the use of the Complained-of Marks by Mill
City since November 2002, to be in bad faith.

Other Violations

           MINNESOTAMENSA.ORG, if registered with a bad faith intent to profit from Mensa's
 mark(s), violates the Anticybersquatting Consumer Protection Act ("ACPA"), 15 U.S.C. §
l125(d). It would then be possible for Mensa to acquire statutory damages of up to $100,000
pursuant to the ACPA, 15 U.S.C. § ll17(d) and to force you to forfeit the registration. The
violation would also be actionable under the Uniform Domain-Name Dispute Resolution Policy
(a.k.a. UDRP) of the Internet Corporation for Assigned Names and Numbers (a.k.a. ICANN).

           With respect to bad faith, the home page located at www .minnesotamensa.org is entitled
"The Authentic Minnesota Mensa Website," in an attempt to divert consumers from
www.mnmensa.org. The following statement is also conspicuous on the same page: "Welcome
to the former and future authentic website of Minnesota Mensa." As your apparent motivation
for these actions, we note that Mensa's Minnesota chapter expelled you as webmaster in July
2002, before you registered MINNESOTAMENSA.ORG.

           By now, you must anticipate the fact that Mill City's copyright violations create
additional liability for it pursuant to U.S. copyright law.

Proposed Resolution

           Mensa would prefer to resolve this matter amicably. Therefore, our client demands that
Mill City and you immediately (a) cease and desist of the trademark and copyright violations
detailed above; (b) agree not to engage in the same or similar violations in the future, including
but not limited to (i) use of the term MENSA, a phonetic equivalent, or a confusingly similar
term on or in connection with any goods/services, and (ii) use of the Mensa Logo or a
confusingly similar design on or in connection with goods/services in the field of high
intelligence; (c) transfer the above domain name registration to Mensa and agree to assist in any
registrar transfers needed in the future; and (d) agree not to register any other domain names that
contain or consist of the term MENSA, a phonetic equivalent, or a confusingly similar term.

           To transfer the domain name, please access the control panel of your registrar and change
all contact information for the domain name to:

American Mensa, Ltd.
IS Director
1229 Corporate Drive W
Arlington, TX 76017
ISDirector@AmericanMensa.org.

           Mensa demands that you immediately confirm in writing that Mill City and you will
promptly comply. If we receive such assurances by June 21, 2004, and there is prompt
compliance, our client may be willing to forego its claims for relief. In the absence of your
assurances and compliance, however, Mensa will consider all legal options available to it.

           We look forward to hearing from you.

Sincerely yours,

Andrew D. Price

Enclosures

cc: Clifton E. McCann (w/o encls.)

DC2DOCSl/443539
 

RECEIVED JUN  15  2005